TCR_Public/061220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 20, 2006, Vol. 10, No. 302

                             Headlines

AIR AMERICA: Talk Show Host Al Franken May Leave Post
AIR AMERICA: Court Approves Rejection of Executory Contracts
AMTROL INC: Files Voluntary Chapter 11 Petition in Delaware
AMTROL INC: Case Summary & 30 Largest Unsecured Creditors
ASARCO LLC: Encycle Trustee Hires Two Firms as Special Counsel

ASARCO LLC: Wants Stay Lifted to Allow Release of Mesirow Deposit
ASSET BACKED: Moody's Puts Class M11 Certificate's Rating at Ba2
AUTOCAM CORP: Moody's Changes Probability of Default Rating to D
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
BEST BRANDS: GE Antares to Provide $275-Mil. Sr. Credit Facility

BIOJECT MEDICAL: Inks $2.5MM Credit Pact with Partners for Growth
BIOVAIL CORP: Sues FDA Over Impax's Generic Wellbutrin Sale
BOSTON GENERATING: S&P Rates $1.13-Billion 1st Lien Loan at B+
BROWN SHOE: Earns $26.9 million in Quarter Ended Oct. 28, 2006
BUCYRUS INT'L: DBT Agreement Cues Moody's Ratings Review

C-BASS: Moody's Puts Low-B Ratings on Two Certificate Classes
CARRIAGE SERVICES: Underperformance Prompts S&P's Negative Outlook
CENTURYTEL INC: Moody's Holds Preferred Shelf Rating at Ba1
CHIEF CONSOLIDATED: Hansen Barnett Raises Going Concern Doubt
CITIZENS COMMS: Moody's Rates New $250-Million Senior Notes at Ba2

CLIENTLOGIC CORP: SITEL Corp. Amends Merger Agreement
COLLINS & AIKMAN: Seeks Approval for ASC Inc. License Agreement
COLLINS & AIKMAN: Wants to Further Defer Interest Payments
COMM 2004: S&P Holds Low-B Ratings on Six Certificate Classes
COMMUNITY HEALTH: S&P Holds Corporate Credit Rating at BB-

CONVERIUM GROUP: A.M Best Lifts Financial Strength Rating to B+
CONVERIUM HOLDING: Closes $295MM Sale of North American Operations
CORVIALE LLC: Case Summary & Four Largest Unsecured Creditors
CORUS GROUP: Adjourns Meetings Following Regulator's Ultimatum
CORUS GROUP: Auction Looms If Buyer Remains Unnamed by Jan. 31

COUDERT BROTHERS: Creditors Have Until Jan. 31 to File Claims
COUDERT BROTHERS: Panel Hires McCarter & English as Counsel
CVS CORP: Earns $284.2 Million in Third Quarter of 2006
DELPHI CORP: Judge Drain Approves KPMG's Work Expansion
DELTA AIR: Board Rejects US Airways' Unsolicited Merger Proposal

DELTA AIR: Files Standalone Plan & Disclosure Statement in S.D. NY
DELTA AIR: US Airways Comments on Delta's Standalone Ch. 11 Plan
DURA AUTOMOTIVE: Says Utilities are Adequately Assured
DURA AUTOMOTIVE: Wants De Minimis Claims Settlement Protocol OK'd
EMPIRE GLOBAL: Posts $281,427 Net Loss in 2006 Third Quarter

EPOD INTERNATIONAL: Posts $1.8 Million Net Loss in Third Quarter
FERRO CORP: Board Declares 14.5 Cents per Share Dividend
FERRO CORP: Board Elects James F. Kirsch as Chairman and CEO
FIRST FRANKLIN: Poor Performance Cues S&P' Negative Watch
FISHER OLDSMOBILE: Case Summary & 20 Largest Unsecured Creditors

FOSS MANUFACTURING: CGLIC Wants Case Converted to Chapter 7
FREMONT HOME: Moody's Rates Class M10 Certificates at Ba1
FUTURE MEDIA: Court Continues Liquidation Plan Hearing to Feb. 7
FUTURE MEDIA: U.S. Trustee Appoints Three-Member Committee
GALLERIA INVESTMENTS: Hires Professional Accounting as Accountant

GAMESTOP CORP: S&P Holds Corporate Credit Rating at B+
GENESIS AIRCRAFT: Case Summary & 18 Largest Unsecured Creditors
GLOBAL POWER: Committee Hires Landis Rath as Bankruptcy Counsel
GLOBAL POWER: Section 341 Meeting Continues Tomorrow
GML SERVICES: Case Summary & 17 Largest Unsecured Creditors

GRANITE BROADCASTING: Court OKs Trumbull Group as Noticing Agent
GRANITE BROADCASTING: Court Extends Schedules Filing Until Jan. 19
HARRAH'S ENT: Inks $27.8 Billion Merger Pact With TPG and Apollo
HIGH VOLTAGE: Equity Holders Must Submit Forms by December 31
IMG HEALTHCARE: Court Sets January 15 as Supplemental Bar Date

INDEPENDENCE III: Moody's Lift Junk Rated $22-Mil. Debt to B3
INN OF THE MOUNTAIN GODS: S&P Revises Neg. Outlook to Developing
J PLANO'S PRESERVE: Case Summary & 19 Largest Unsecured Creditors
JAMES MARTINEZ: Voluntary Chapter 11 Case Summary
JFK INT'L: Lease Completions Cue Moody's Upgrade Review

LEVEL 3 FINANCING: S&P Junks Rating on $650-Million Senior Notes
LIN TELEVISION: Moody's Pares Corp. Family Rating to Ba3 from Ba2
LONG & ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors
MADISON RIVER: CenturyTel Deal Prompts Moody's Ratings Review
MACDERMID INC: Moody's Places Ba2 Rated Sr. Notes on Review

MPDK LLC: Case Summary & 14 Largest Unsecured Creditors
MIRANT CORP: Bankr. Court Okays NY Units' Dispute Settlement
MOHAWK EQUITIES: Case Summary & Six Largest Unsecured Creditors
NEENAH FOUNDRY: Launches Cash Tender Offer for $133.13-Mil. Notes
NEXTCARD CREDIT: S&P Issues Default Rating on Class C & D Notes

NODA INVESTMENT: Case Summary & 16 Largest Unsecured Creditors
NOLAND-DECOTO FLYING: Case Summary & 18 Largest Unsec. Creditors
NORTEL NETWORKS: Subsidiary Amends $750-Mil. Master Facility Pact
OJSC TRANSSIBERIAN: A.M. Best Says Financial Strength is Marginal
ORBITAL SCIENCES: Closes Sale on $125-Mil. Sr. Subordinated Notes

PACKAGING SOLUTIONS: Case Summary & 14 Largest Unsecured Creditors
POLYMER GROUP: Completes Amendment of Senior Credit Facility
PREMIUM PAPERS: Court Approves Disclosure Statement
PRIMARY INSURANCE: A.M. Best Downgrades Rating and Revises Status
RAAC SERIES: Moody's Places Class M-6 Certificates' Rating at Ba1

REALOGY CORP: Inks $9-Bil. Purchase Pact With Apollo Management
REALOGY CORP: Earns $87 Million in Third Quarter of 2006
REICHMANN PETROLEUM: Voluntary Chapter 11 Case Summary
RIM SEMICONDUCTOR: Holders Convert $4.7 Mil of Debt to Stock
RIVIERA TOOL: Posts $1.6 Million in Fiscal Year Ended Aug. 31

RUSS' CAR WASH: Voluntary Chapter 11 Case Summary
SANMINA-SCI: Delays Annual Report Filing for Year Ended Sept. 30
SOLUTIA INC: Taking Full Ownership of Flexsys from Akzo Nobel
SORELL INC: Sept. 30 Balance Sheet Upside-Down By $11.8 Million
STELLAR TECH: Donald Innis Resigns as President

STRIKEFORCE TECH: Posts $1.1 Million in Quarter Ended Sept. 30
STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1
STRUCTURED ASSET: S&P Takes Action on Various Bond Ratings
SUNCOM WIRELESS: Plans to Appeal NYSE's Suspension of Stock
TAGGART TRANSCON: Case Summary & Nine Largest Unsecured Creditors

TPF GENERATION: S&P Rates $850-Million Senior Term Loan at B+
US AIRWAYS: Delta Board Rejects US Airways' Unsolicited Merger Bid
US AIRWAYS: Delta Files Standalone Plan & Disclosure; Rejects Bid
US AIRWAYS: Comments on Delta's Standalone Reorganization Plan
US DRY CLEANING: Squar Milner Raises Going Concern Doubt

VALEANT PHARMA: Moody's Lowers Corp. Family Rating to B2 from B1
VESTA INSURANCE: Gaines Seeks Confirmation of 2nd Amended Plan
VESTA INSURANCE: Gaines Names Three Plan Committee Members
WACHOVIA BANK: S&P Holds Low-B Ratings on Class J to O Certs.
WARNER MUSIC: Appoints Richard Blackstone as Senior Advisor to CEO

WASHINGTON FIRST: Voluntary Chapter 11 Case Summary
WASTE SERVICES: S&P Rates Proposed $245-Million Senior Loan at B
WEEKS LANDING: Taps Gerard McHale as Chief Restructuring Officer
WEST GWINNETT: Case Summary & 20 Largest Unsecured Creditors
WII COMPONENTS: Olympus Deal Prompts Moody's to Review Ratings

WINN-DIXIE: Four Parties Appeal Plan Confirmation in District Ct.
YEBESHAREG BERHE: Case Summary & 20 Largest Unsecured Creditors

* Alvarez & Marsal Business Consulting Expands Northeast Presence
* K. Prins Joins AlixPartners as Managing Director in Los Angeles
* Stan Speer Joins A&M as Managing Director in Los Angeles

* Upcoming Meetings, Conferences and Seminars

                             *********

AIR AMERICA: Talk Show Host Al Franken May Leave Post
-----------------------------------------------------
Comedian Al Franken might leave his job as a talk show host at Air
America Radio, reports say.

Mr. Franken will campaign for a 2008 Democratic nomination as a
Minnesota representative, challenging Republican Sen. Norm
Coleman.

Air America owes Mr. Franken more than $360,000.

Air America filed a voluntary Chapter 11 petition in October after
negotiations with its lenders collapsed.  Rumors of a possible
bankruptcy filing surfaced a month earlier following layoffs at
the network and comments by Mr. Franken saying that he has not
received his paycheck.

Air America Radio, aka Piquant LLC -- http://www.airamerica.com/
-- is a full-service radio network and program syndication service
in the United States.  The network features discussion and
information programs reflecting a liberal, left wing, or
progressive point of view.  Air America filed a voluntary Chapter
11 petition on Oct. 13, 2006 (Bankr. S.D. N.Y. Case No: 06-12423)
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for bankruptcy, it
disclosed total assets of approximately $4.3 million and total
debts of over $20 million.


AIR AMERICA: Court Approves Rejection of Executory Contracts
------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Air America Radio aka
Piquant LLC to reject certain executory contracts relating to
various employees, talent, and production personnel, nunc pro tunc
to Oct. 13, 2006.

The Debtor told the Court that these contracts are unnecessary and
burdensome to the estate.

None of the individuals that are parties to the rejected contracts
are currently employed by or are rendering services to the Debtor.

Air America Radio, aka Piquant LLC -- http://www.airamerica.com/
-- is a full-service radio network and program syndication service
in the United States.  The network features discussion and
information programs reflecting a liberal, left wing, or
progressive point of view.  Air America filed a voluntary Chapter
11 petition on Oct. 13, 2006 (Bankr. S.D. N.Y. Case No: 06-12423)
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for bankruptcy, it
disclosed total assets of approximately $4.3 million and total
debts of over $20 million.


AMTROL INC: Files Voluntary Chapter 11 Petition in Delaware
-----------------------------------------------------------
AMTROL Inc. and certain affiliated companies filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on Dec. 18, 2006.  AMTROL took this action to
complete a financial restructuring that will substantially reduce
the company's debt and greatly improve its long-term financial
stability.  Noteholders representing more than two-thirds of the
$97.8 million of the company's Senior Subordinated Notes
outstanding have agreed in principle to convert their notes to
equity as part of the restructuring.

AMTROL expects to continue to operate in the normal course of
business during the Chapter 11 reorganization process.  All of the
company's manufacturing and distribution facilities are open and
continuing to serve customers in the normal course.  The company's
foreign operations are not involved in the filing.

To help fund its operations during the reorganization process,
AMTROL secured a commitment for $115 million in debtor-in
possession financing from Barclays Capital, the investment banking
division of Barclays Bank PLC.  Subject to court approval, these
funds will be available to satisfy obligations associated with
conducting the company's business, including payment to suppliers
under normal terms for goods and services provided after the
Chapter 11 filing and payment of wages and benefits to employees
and independent sales representatives.

"For several years, AMTROL has been constrained by its highly
leveraged capital structure. Quite simply, we have too much debt,"
Larry T. Guillemette, AMTROL's Chairman, President and Chief
Executive Officer, said.  "The conversion of our subordinated debt
to equity will provide a strong foundation for a new capital
structure that will allow us to invest in the business and compete
more effectively in the marketplace.

"We are grateful for the outstanding commitment by Barclays
Capital and the support of such an overwhelming majority of our
note holders, which speaks well of our company.  Fortunately,
AMTROL's businesses remain fundamentally sound and profitable.  We
expect that AMTROL will emerge from this reorganization a
stronger, more financially stable company, well-positioned for
profitable growth."

AMTROL expects its operations to function normally during the
reorganization process, with little impact on how it conducts
business:

   * Customers will be served in the normal course.  AMTROL's
     manufacturing and distribution facilities are open on normal
     schedules, and the company will continue to fulfill customer
     orders and provide uninterrupted customer service.  The
     company will honor all commitments to its customers,
     including warranties and the payment of sales rebates in the
     normal course.

   * Suppliers will be paid.  AMTROL will continue paying
     suppliers for all goods and services they provide after the
     filing.  The restructuring anticipates that all suppliers
     will be paid in full for goods and services provided before
     the filing.

   * Employees will be paid.  AMTROL will pay all wages and
     benefits for active employees as usual and without
     interruption.  Likewise, the Company will provide its
     independent sales representatives with their usual
     commissions on a timely basis.

The Chapter 11 filings by AMTROL and certain affiliates were made
in the U.S. Bankruptcy Court for the District of Delaware.
AMTROL's principal legal advisors for the Chapter 11 proceedings
are Douglas Gray, Stuart Brown and William Chipman of Edwards
Angell Palmer & Dodge LLP.  The company's financial advisor is
Miller Buckfire & Co., LLC.

More information about AMTROL's reorganization is available at:

                 http://www.kccllc.net/amtrol/

                          About AMTROL

Headquartered in West Warwick, Rhode Island, AMTROL Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.


AMTROL INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Amtrol Inc.
             1400 Division Road
             West Warwick, RI 02893
             Tel: (401) 884-6300

Bankruptcy Case No.: 06-11447

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Amtrol Holdings, Inc.                      06-11446
      Water Soft Inc.                            06-11448
      Amtrol International Investments, Inc.     06-11449

Type of Business: The Debtor manufactures and markets water
                  storage and pressure control products, water
                  heaters and cylinders.  The Company's major
                  products include pressure tanks used in well
                  water, hydronic heating and potable hot water
                  applications, indirect-fired water heaters, and
                  both LPG and disposable refrigerant gas
                  cylinders.  See http://www.amtrol.com/

                  The cases were jointly administered under Amtrol
                  Holdings Inc. (Case No. 06-11446)

Chapter 11 Petition Date: December 18, 2006

Court: District of Delaware

Judge: Kevin Gross

Debtor's Counsel: Mark Daniel Olivere, Esq.
                  Stuart J. Brown, Esq.
                  William E. Chipman Jr., Esq.
                  Edwards Angell Palmer & Dodge LLP
                  919 N. Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 425-7104
                  Fax: (888) 325-7274

Debtor's Financial
Advisor and
Investment Banker: Miller Buckfire & Co., LLC

Debtors' Claims
& Notice Agent: Amtrol Claims Processing
                c/o Kurtzman Carson Consultants LLC
                12910 Culver Blvd., Suite I
                Los Angeles, CA 90066
                Tel: (888) 251-2873

Consolidated Financial Condition as of April 1, 2006:

   Total Assets: $229,270,000

   Total Debts:  $235,802,000

Debtor's Consolidated List of 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Bank of New York          Senior Subordinated    $97,849,000
Corporate Trust Division      Notes
222 Berkeley Street
Boston, MA 02116
Attn: Peter Murphy
Vice President
Tel: (617) 850-6422
Fax: (617) 351-2401

Thona Canada                  Trade Debt                $823,966
1635 Boul Industrial
Magog, PQ JIX 5B3
Canada
Attn: Don Picard
Tel: (819) 819-7802
Fax: (819) 843-3501

Kenneth Kirk                  Former Employees          $750,000
1211 Commodore Drive
New Smyma Bench FL
Tel: (386) 427-7603

Spraylat Corporation          Trade Debt                $559,667
143 Sparks Avenue
Pelham, NY 10803
Attn: David Brooks
Tel: (914) 738-1600
Fax: (914) 712-2938

Rand Whitney Container        Trade Debt                $302,707
455 Narragansett Park Drive
Pawtucket, RI 02861
Attn: Adam Tominsky
Tel: (401) 729-7900
Fax: (401) 723-3710

Blue Cross Blue Shield of RI  Trade Debt                $271,120
444 Westminster Street
Providence, RI 02903
Attn: Celina Rosa
Tel: (401) 459-1000
Fax: (401) 459-1885

FW Webb Co.                   Trade Debt                $250,737
160 Middlesex Turnpike
Bedford, MA 01730

Yoshikaza Fujiyoshi           Former Employees          $238,152

Gunther Neumann               Former Employees          $218,306

Workflow One                  Trade Debt                $199,402

Smurfit Stone                 Trade Debt                $173,289

Macsteel Service Centers USA  Trade Debt                $169,931

Amerada Hess Corporation      Trade Debt                $162,476

Lutco Inc.                    Trade Debt                $162,154

Goodyear Tire & Rubber Co.    Trade Debt                $146,170

Mafco Incorporated            Trade Debt                $145,876

Commercial Metal Forming      Trade Debt                $127,832

Crystal Stamping Corporation  Trade Debt                $123,248

Hindley Manufacturing Co.     Trade Debt                $100,372

Lincoln Electric              Trade Debt                 $94,994

Wit & Co. Ltd.                Trade Debt                 $89,573

Denman & Davis                Trade Debt                 $84,582

Pallet One                    Trade Debt                 $75,177

CDF Corporation               Trade Debt                 $69,358

Admiral Metals Incorporated   Trade Debt                 $68,247

Accurate Molded Products      Trade Debt                 $68,105

Metals USA                    Trade Debt                 $64,295

New England Plastics          Trade Debt                 $63,849

Weiland America Inc.          Trade Debt                 $63,352

Bamberger Polymers Inc.       Trade Debt                 $60,412


ASARCO LLC: Encycle Trustee Hires Two Firms as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized Michael Boudloche, the Chapter 7 Trustee
for Encycle/Texas Inc., to hire Kanner & Whiteley, L.L.C., and Law
Offices of Michael B. Schmidt, as his special environmental
counsel.

Mr. Boudloche has determined that a significant asset of the
Encycle estate are causes of action arising from contamination at
and near the company's facility located at 5602 Up River Road, in
Corpus Christi, Texas.

The Encycle Trustee requires the services of a special counsel to
prosecute all causes of action Encycle may have arising from the
contamination and defend any judgment recovered on appeal in any
court of competent jurisdiction, and to negotiate a settlement of
any judgment.  Prosecution of the causes of action will involve
tort, employment, agency, contractor, insurance, bankruptcy, and
appellate issues.

Allan Kanner, Esq., at Kanner & Whiteley L.L.C. assured the
Court that his firm does not represent any interest adverse to
Encycle and its estate, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Michael B. Schmidt, Esq., also assured the Court that his firm
does not represent any interest adverse to Encycle and its
estate, and is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Schmidt added that his firm has represented, and continues to
represent, the Encycle Trustee and his wife, Cindy Boudloche, in
other bankruptcy cases.  The Schmidt Firm also owns stocks in a
closely held corporation that owns land in which the Trustee and
his wife also own stock.

The Encycle Trustee will pay the Firms a contingency fee
amounting to 50% of all money collected from settlement through
appeal -- 35% to Kanner and 15% to Schmidt.  All expenses of the
litigation are to be paid by the Kanner Firm and recouped from
its 50% of any recovery.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Stay Lifted to Allow Release of Mesirow Deposit
-----------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to modify the automatic stay
to:

   (a) allow Mesirow Financial Consulting LLC to release the
       Prepetition Deposit to ASARCO; and

   (2) allow Mesirow to retain the right to utilize the
       Prepetition Deposit as a defense as if it had not been
       returned if any Chapter 5 avoidance action or other action
       is later brought against it.

Mesirow Financial provided prepetition financial advisory services
to ASARCO pursuant to a financial services agreement entered
between ASARCO and KPMG LLP in May 2004.

Pursuant to the Services Agreement, ASARCO provided a $125,000
retainer to KPMG.  In September 2004, the Prepetition Deposit was
transferred to Mesirow as part of a transaction in which KPMG
sold its Corporate Recovery unit to Mesirow.  As of the bankruptcy
filing, Mesirow held the Prepetition Deposit.

Eric A. Soderland, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that ASARCO does not owe any debt to Mesirow for
prepetition services nor has Mesirow been retained by ASARCO to
provide postpetition services.

Mr. Soderland asserts that the return of the Prepetition Deposit
will benefit the ASARCO estate without any harm to Mesirow.  On
the other hand, preserving Mesirow's defenses to any potential
actions under Chapter 5 of the Bankruptcy Code will make it
possible for Mesirow to release the balance of the Prepetition
Deposit to ASARCO.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASSET BACKED: Moody's Puts Class M11 Certificate's Rating at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Asset Backed Securities Corporation Home
Equity Loan Trust, Series AMQ 2006-HE7, and ratings ranging from
Aa1 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Argent Mortgage Company, L.L.C.
and Ameriquest Mortgage Company originated adjustable-rate and
fixed-rate subprime mortgage loans acquired by DLJ Mortgage
Capital, Inc.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses by subordination,
excess spread, overcollateralization, and an interest rate swap
agreement.

Moody's expects collateral losses to range from 4.5% to 5%.

Select Portfolio Servicing, Inc. will service the loans.  Moody's
has assigned Select Portfolio Servicing, Inc. its servicer quality
rating of SQ2- as a servicer of subprime loans.

These are the rating actions:

   * Asset Backed Securities Corporation Home Equity Loan Trust,
     Series AMQ 2006-HE7

   * Asset Backed Pass-Through Certificates, Series AMQ 2006-HE7

                     Class A1, Assigned Aaa
                     Class A2, Assigned Aaa
                     Class A3, Assigned Aaa
                     Class A4, Assigned Aaa
                     Class A5, Assigned Aaa
                     Class M1, Assigned Aa1
                     Class M2, Assigned Aa2
                     Class M3, Assigned Aa2
                     Class M4, Assigned A1
                     Class M5, Assigned A2
                     Class M6, Assigned A2
                     Class M7, Assigned A3
                     Class M8, Assigned Baa1
                     Class M9, Assigned Baa2
                     Class M10,Assigned Baa3
                     Class M11,Assigned Ba2


AUTOCAM CORP: Moody's Changes Probability of Default Rating to D
----------------------------------------------------------------
Moody's Investors Service lowered Autocam Corporation's
Probability of Default Ratings to D from Ca.

Ratings on Autocam's senior secured first lien facilities and
senior subordinated notes were confirmed although the expected
loss rates on those issues has increased from the assumed higher
probability of default.

The company's Speculative Grade Liquidity rating was also affirmed
at SGL-4.  The actions comes after the disclosure by Autocam in an
8-K filing on December 15 that it had failed to pay interest on
its subordinated notes on Dec. 15, and it had entered into a 30
day grace period under that obligation.  Autocam further disclosed
in the filing it had received a proposal signed by 85% of its
subordinated note holders to recapitalize the company.

The rating is stable at the new PDR.

Rating changed:

   * Autocam Corporation

      -- Probability of Default, D from Ca

Ratings confirmed:

   * Autocam Corporation

      -- Corporate Family Rating, Ca
      -- First lien revolving credit, Caa1 LGD2, 20%
      -- First lien term loan, Caa1 LGD2, 20%
      -- Senior Subordinated Notes, C LGD5, 85%

Ratings Affirmed:

   * Autocam France SARL

      -- Speculative Grade Liquidity rating, SGL-4
      -- First lien revolving credit, Caa1 LGD2, 20%
      -- First lien term loan, Caa1, LGD2, 20%

The last rating action was on Nov. 27, 2006 at which time ratings
were lowered and placed under review for possible further
downgrade.

Approximately $7.6 million of interest on Autocam's subordinated
notes was due on Dec. 15 and was not paid.  Interest payments of
roughly $2.7 million on Autocam's $77.6 million second lien credit
facility plus interest on $108.1 million of senior secured bank
debt are due on Dec. 31, 2006.  In mid-November, Autocam disclosed
it had approximately $13 million of consolidated cash and $1.2
million of remaining availability under its revolving credit
facilities.

The Probability of Default rating of D signifies an elevated risk
profile flowing from the company's failure to make a payment when
due under its subordinated notes.  In the absence of resolution
during the applicable 30 day grace period, holders of the
subordinated notes could accelerate their claims.  Autocam faces
challenges from approaching interest payments on its secured
credit facilities as well as obtaining requisite approvals and
satisfying the conditionality of the proposed recapitalization to
avoid default on its other obligations.

While higher expected loss percentages result from the change in
the probability of default, they remain within the range for their
respective ratings at both the Corporate Family level and for the
rated obligations.  Hence, existing long-term ratings have been
confirmed.  The Caa1 rating on the secured bank debt continues to
reflect the benefits of a first lien priority and the amount of
junior capital beneath their claims.  The C rating on the
subordinated notes incorporates this junior position and resultant
loss experience in default scenarios.  The second lien credit
facility is not rated.

The SGL-4 rating continues to represent a poor liquidity profile
arising from the pending default which may arise should there be
no resolution during the grace period, limited, if any, remaining
external liquidity, prospective covenant compliance issues noted
in the company's November SEC filing, and an unlikely ability to
arrange any incremental sources of alternative liquidity given the
extensive amount of secured obligations in its existing capital
structure.

Autocam Corporation, headquartered in Kentwood, Michigan, is a
manufacturer of extremely close tolerance precision-machined,
metal alloy components, sub-assemblies and assemblies, primarily
for performance and safety critical automotive applications.
Revenues in 2005 were approximately $350 million from operations
in North America, Europe, and Brazil.


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust
2006-SL5, and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, subprime
and Alt-A second lien mortgage loans.  Approximately 78.2% of the
loans were purchased by EMC Mortgage Corporation from various
originators via its conduit correspondent channel and 21.8% were
originated by Bear Stearns Residential Mortgage Corporation.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, and an interest rate swap agreement.  Moody's
expects collateral losses to range from 8.75% to 9.25%.

EMC Mortgage Corporation will act as master servicer.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2006-SL5

   * Mortgage-Backed Certificates, Series 2006-SL5

                     Class I-A, Assigned Aaa
                     Class II-A,Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class B-1, Assigned Baa1
                     Class B-2, Assigned Baa2
                     Class B-3, Assigned Baa3
                     Class B-4, Assigned Ba1


BEST BRANDS: GE Antares to Provide $275-Mil. Sr. Credit Facility
----------------------------------------------------------------
GE Antares disclosed it is serving as syndication agent for a
$275 million senior secured credit facility to support the
acquisition by Best Brands of Telco Food Products Inc., and
Brantley Partners' recapitalization of the Company.  GE Capital
Markets and RBS Securities Corporation serve as joint lead
arrangers and joint bookrunners.

The financing consisted of a:

    * a $30 million senior secured revolving credit facility,

    * a $170 million senior secured first lien term loan facility,
      and

    * a $75 million second lien term loan facility.

Proceeds of the credit facility were used to provide financing for
the acquisition of Telco Food Products, Inc., and to recapitalize
certain existing indebtedness as well as to fund its ongoing
working capital needs.

"The acquisition of Telco Food Products provides synergies and top
line growth to Best Brands Corp.'s core strengths" said Bradley
Byrd, Senior Vice President of GE Antares.  "Best Brands has
industry leading brand recognition and is led by a strong
management team that has a proven track record of acquiring and
integrating strategic acquisitions.  Brantley is an important
customer to GE and we are delighted to support Best Brands's
acquisition of Telco."

"We appreciate GE Antares' responsiveness and execution on the
Best Brands financing, and their ongoing commitment to working
with Brantley" Paul Cascio of Brantley Partners, said.  "The GE
Antares team is supportive of our vision for future growth and
development at Best Brands.  GE Antares has helped to finance
several of our portfolio companies and we look forward to working
with GE Antares on future transactions."

                       About Brantley Partners

Brantley Partners, based in Cleveland, Ohio, is a middle market
private equity firm focused on an investment strategy of making
equity investments in well-managed growth oriented companies and
forging a strong working and investment partnership with
management.  Best Brands is an investment in Brantley Partners IV,
L.P.  The firm is currently raising Brantley Partners V, L.P.,
targeted at $250 million.

                       About GE Antares Capital

GE Antares Capital -- http://www.geantares.com/-- is a unit of GE
Commercial Finance - Global Sponsor Finance.  With over $8 billion
in assets, and offices in Chicago, London, Los Angeles, New York,
and San Francisco, GE Antares offers a "one-stop" source for GE's
lending and other services offered to middle market private equity
sponsors.

                    About GE Commercial Finance

GE Commercial Finance -- http://www.ge.com/-- offers businesses
around the globe an array of financial products and services, has
assets of over $206 billion and is headquartered in Norwalk
Connecticut.  GE (NYSE: GE) is Imagination at Work - a diversified
technology, media and financial services company focused on
solving some of the world's toughest problems.  With products and
services ranging from aircraft engines, power generation, water
processing and security technology to medical imaging, business
and consumer financing, media content and advanced materials, GE
serves customer in more than 100 countries and employs more than
300,000 people worldwide.

                       About Best Brands

Headquartered in Minnetonka, Minnesota, Best Brands is a fully
integrated manufacturer and distributor of premier brands to in-
store bakeries, retail and wholesale bakeries, and food service
establishments in North America.  The Company's portfolio of
brands represents some of the most widely recognized names in the
bakery industry, including Best Brands, Multifoods, Gourmet Baker
and Fantasia.

                         *     *     *

AS reported in the Troubled Company Reporter on Nov. 24, 2006,
Moody's Investors Service assigned first time ratings to Best
Brands Corporation.  The rating outlook is stable.

Moody's assigned these ratings: Corporate family rating at B2;
Probability of default rating at B2; $30 million first-lien
revolving credit facility due 2011 at B1, LGD3, 39%; $170 million
first-lien Term Loan B due 2012 at B1, LGD3, 39%; and $75 million
second-lien Term Loan due 2013 at Caa1, LGD5, 87%.


BIOJECT MEDICAL: Inks $2.5MM Credit Pact with Partners for Growth
-----------------------------------------------------------------
Bioject Medical Technologies Inc. and its wholly owned subsidiary,
Bioject Inc., entered into a loan and security agreement with
Partners for Growth L.P., which provides for a $500,000 term loan
and a $2 million revolving line of credit facility.

The company borrowed the full amount of the Term Loan, which
matures on May 11, 2008, and bears interest at a monthly rate
equal to (i) the greater of 4.5% or the prime rate of Silicon
Valley Bank, plus (ii) 1.5%.

The revolving line of credit facility permits the company and
Bioject Inc. to borrow up to an amount equal to the sum of 75% of
their eligible accounts receivable plus 30% of their eligible
inventory, up to a maximum of $2 million plus any principal
amounts of the Term Loan that have been repaid.  The Revolving
Loan matures on May 11, 2008, and bears interest at the greater of
(i) 4.5% or the prime rate of Silicon Valley Bank, (ii) plus 2%.

On Dec. 12, 2006, the company borrowed $645,426 under the
Revolving Loan, which was used to repay all the outstanding
obligations of the company and Bioject Inc. under the previous
loan and security agreement with PFG, which matures on
Dec. 15, 2006.

Under the Loan Agreement, the company and Bioject Inc. are
obligated to pay PFG a collateral handling fee of 0.55% per month
on the average amount borrowed during that month.  If the closing
price of the company's common stock is between $2 and $4 per share
for 30 consecutive trading days, the fee will be reduced to
0.38% per month.  If the closing price of the company's common
stock is at or above $4 per share for 30 consecutive trading days,
the fee will be reduced to 0.22% per month.  Under the Loan
Agreement, the company and Bioject also granted a security
interest in substantially all of their assets to PFG to secure
their obligations under the Loan Agreement.

In connection with the agreements the company issued to PFG a
warrant to purchase 200,000 shares of its common stock at an
exercise price of $1.37 per share.  The warrant expires on
Dec. 10, 2011 and also grants PFG piggy-back registration rights.

The company and Bioject Inc. also executed a cross-corporate
continuing guaranty in favor of PFG guaranteeing each of their
respective obligations under the Loan Agreement.

A full text-copy of the Loan and Security Agreement may be viewed
at no charge at http://ResearchArchives.com/t/s?173d

A full text-copy of the Warrant issued to Partners for Growth, may
be viewed at no charge at http://ResearchArchives.com/t/s?173e

Portland, Oregon-based, Bioject Medical Technologies Inc.
(Nasdaq: BJCT) -- http://www.bioject.com/-- develops and
manufactures needle-free drug delivery systems.  The Company
focuses on developing mutually beneficial agreements with leading
pharmaceutical, biotechnology, and veterinary companies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006, KPMG
LLP raised substantial doubt about Bioject Medical Technologies
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2005.
The auditing firm points to the company's recurring losses,
negative cash flow and accumulated deficit.


BIOVAIL CORP: Sues FDA Over Impax's Generic Wellbutrin Sale
-----------------------------------------------------------
Biovail Corp. has sued the U.S. Food and Drug Administration for
allowing Impax Laboratories Inc. to begin selling a generic
version of the antidepressant drug, Wellbutrin XL, Susan Decker
writes for Bloomberg.

Bloomberg reports that Biovail filed the lawsuit in Greenbelt,
Maryland, seeking a Court order to compel the agency to withdraw
or suspend that decision.

Biovail holds two patents for the coating used on the drug which
allows patients have to take a pill only once a day.  Wellbutrin
XL, marketed by GlaxoSmithKline, had U.S. sales of approximately
$972 million for the 12 months ended September 2006.  Impax's
generic version of the drug is known as Bupropion Hydrochloride
Extended-Release Tablets.

Impax, Anchen Pharmaceuticals, Inc., and their marketing partner,
Teva Pharmacuetical Industries Ltd., began distributing generic
Wellbutrin XL's after receiving U.S. regulatory approval on
Dec. 15, 2006.

Anchen and IMPAX are currently in patent litigation concerning
their generic version of Wellbutrin XL.  Biovail filed an
infringement suit against them involving their Paragraph IV
certifications to U.S. Patent No. 6,096,341.  Anchen has been
granted summary judgment of non-infringement with regard to its
product.  IMPAX has filed a motion for summary judgment of non-
infringement.  Biovail asserts that under federal law, the suit
should have triggered an automatic 30-month block on the sale of
IMPAX's generic version of Wellbutrin XL.

                           About Biovail

Based in Ontario, Canada, Biovail Corp. (NYSE: BVF) (TSX: BVF)
-- http://www.biovail.com/-- is a specialty pharmaceutical
company,  engaged in the formulation, clinical testing,
registration, manufacture and commercialization of pharmaceutical
products utilizing advanced drug-delivery technologies.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service revised Biovail Corporation's rating
outlook to stable from negative and affirmed Corporate Family
Rating's at Ba3, and Senior Subordinated Notes at B1.
Additionally, Moody's assigned an LGD4 rating to those bonds,
suggesting noteholders will experience a 67% loss in the event of
a default.


BOSTON GENERATING: S&P Rates $1.13-Billion 1st Lien Loan at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary debt
ratings and stable outlook on Boston Generating LLC's proposed
debt issues, after the company reported a $50 million increase in
its first-lien term loan and $50 million reduction in its second-
lien term loan.

At the same time, Standard & Poor's affirmed its '1' recovery
rating on the first-lien loan and lowered the recovery rating on
the second-lien loan to '4' from '3'.

The lower recovery rating for the second-lien term loan reflects a
reduction in the expected recovery in the event of a payment
default, given the increased amount of first-lien debt.

The proposed ratings include:

   -- A preliminary $70M first-lien revolving credit facility due
      2011 rated 'B+', with a recovery rating of '1';

   -- A preliminary $250M first-lien LOC facility due 2013 rated
      'B+', with a recovery rating of '1';

   -- A preliminary $1,130M first-lien term loan due 2013 rated
      'B+', with a recovery rating of '1'; and,

   -- A preliminary $350M second-lien term loan due 2014 rated
      'B-', with a recovery rating of '4'.

"The proceeds from these issues, in addition to $300 million of
holding company notes (unrated), will refinance Boston Gen's
existing debt, fund a $1 billion share repurchase and distribution
to existing shareholders, provide for LOCs and liquidity, and be
used for other general corporate purposes," said Standard & Poor's
credit analyst Kenneth L. Farer.

The stable outlook on Boston Gen reflects the ability of the
assets to sustain low power prices, given the current forward
price curve for power and gas and the reserves in place.  Under
low gas-price scenarios, the project will suffer without the
benefit of reliability must run or forward capacity markets
payments.

Standard & Poor's could revise the outlook to negative, if spark
spreads deteriorate substantially and if RMR payments are reduced.
Otherwise, Standard & Poor's could revise the outlook to positive
if RMR challenges are resolved, and if long-term acceptance of FCM
appears certain.


BROWN SHOE: Earns $26.9 million in Quarter Ended Oct. 28, 2006
--------------------------------------------------------------
Brown Shoe Company Inc. reported $26.9 million of net earnings for
the third quarter ended Oct. 28, 2006, compared with net earnings
of $19.8 million in the year-ago period.  Adjusted net earnings
were $28.3 million, compared to third quarter fiscal 2005 adjusted
net earnings of $23 million.

Net sales increased 9.6 percent to $676.8 million, from
$617.7 million in the third quarter of fiscal 2005.

The company's balance sheet at Oct. 28, 2006, showed $1.06 billion
in total assets, $555.7 million in total liabilities, and $499.8
million in total stockholders' equity.

"We delivered an all-time record quarter driven by an exceptional
performance by our Famous Footwear chain in the period and solid
contributions from our wholesale and specialty retail segments"
Brown Shoe Chairman and CEO Ron Fromm explained.  "Famous Footwear
recorded an 8.2 percent increase in comparable store sales in the
quarter, which, together with strong gross margin performance,
fueled a 51 percent increase in its operating income,
demonstrating our ability to meet our customers' needs for fashion
and value.  Specialty retail, led by Naturalizer stores, posted a
6 percent increase in comparable store sales during the quarter,
reflecting the continuation of our efforts to improve the
segment's performance.  Wholesale sales increased by 7 percent on
the strength of our Naturalizer, Children's and Dr. Scholl's
brands.  Excluding the Bass exit costs, wholesale operating
earnings increased by 16.1 percent.  In addition, we made solid
progress on our strategic initiatives and continue to expect to
achieve the targeted savings we announced last quarter."

Total sales at Famous Footwear rose 11.7 percent to $366.3 million
for the quarter, versus $328.1 million for the same 13-week period
last year.  Same-store sales for the period rose 8.2 percent and
gross margin increased by 160 basis points, leading to operating
earnings growth of 51 percent to $39.6 million from $26.2 million,
for the year-ago period.  Sales were led by strong performances in
the women's and children's categories, while athletics grew
3.9 percent on a store-for-store basis.  Famous Footwear opened
26 stores in the quarter and closed 10 stores, resulting in
979 stores open at quarter-end.  Approximately 90 new store
openings and 45 closings are expected during fiscal 2006.

The specialty retail segment, which includes Naturalizer, F.X.
LaSalle, Via Spiga, Franco Sarto, other concept stores and the
shoes.com e-commerce business, reported sales of $68.2 million, an
increase of 8 percent over last year's $63.1 million.  The segment
generated operating income of $978,000, compared to a loss of
$7 million in the third quarter last year, which included pre-tax
costs of $5.2 million to close underperforming Naturalizer stores
and consolidate Canadian operations.  The year-over-year
improvement reflects a 6 percent same-store sales increase, higher
gross margin rates, and better expense leverage following the
closing of underperforming stores in 2005.  The division opened
one new store and closed eight during the quarter, leaving
298 stores open in the U.S. and Canada at quarter end.

Wholesale sales increased 7 percent to $242.3 million, versus
$226.5 million last year, due primarily to higher sales of the
Naturalizer, Children's, and Dr. Scholl's brands.

Wholesale operating earnings were $20 million, compared to
$19.2 million last year.  The 2006 operating earnings are net of
$2.3 million of costs and losses associated with the previously
announced exit of the Bass license.  Excluding these costs,
wholesale operating earnings increased 16.1 percent in the
quarter.

Net sales for the first nine months in 2006 increased 8.2 percent
to $1.8 billion, compared with $1.7 billion in the first nine
months last year.

Net earnings were $52.1 million compared to net earnings of
$27.6 million the first nine months of fiscal 2005.  Adjusted net
earnings were $50.3 million.  This compares to adjusted net
earnings of $42.9 million for the first nine months of fiscal
2005.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 28, 2006, are available for
free at http://researcharchives.com/t/s?1746

                   About Brown Shoe Company

Brown Shoe Company Inc.(NYSE: BWS) -- http://www.,brownshoe.com/
-- operates the Famous Footwear chain, which sells brand name
shoes for the family.  It also operates approximately 300
specialty retail stores in the U.S. and Canada under the
Naturalizer, FX LaSalle, Via Spiga and Franco Sarto names, and
shoes.com, the company's e-commerce subsidiary.  Brown Shoe,
through its wholesale divisions, owns and markets leading footwear
brands including Naturalizer, LifeStride, Via Spiga, Nickels Soft,
Connie and Buster Brown.  It also markets licensed brands
including Franco Sarto, Dr. Scholl's, Etienne Aigner, and Carlos
by Carlos Santana for adults, and Barbie, Disney and Nickelodeon
character footwear for children.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2006,
Standard & Poor's Ratings Services revised its outlook on
St. Louis, Missouri-based Brown Shoe Co. Inc. to stable from
negative.  All ratings, including the 'BB' corporate credit
rating, were affirmed.


BUCYRUS INT'L: DBT Agreement Cues Moody's Ratings Review
--------------------------------------------------------
Moody's Investors Service placed the ratings of Bucyrus
International, Inc. under review for possible downgrade after the
company's disclosure that it has signed a definitive agreement to
acquire DBT GmbH, a subsidiary of RAG Coal International for
$731 million, primarily cash.

The review for downgrade reflects the likelihood of increased
leverage after the DBT acquisition, the transforming nature of the
acquisition due to DBT's size and products, and possible
integration issues related to this large cross-border transaction.
DBT, based in Germany, manufactures underground coal mining
equipment including longwall plows and shearers, roof support
systems, and armored face conveyors.  DBT generates approximately
$1 billion in annual revenues.

Bucyrus currently has a Ba3 corporate family rating.  Demand for
Bucyrus' surface mining equipment has been strong due to high
commodity and metal prices and its customers' desire to maximize
production.  These conditions are expected to be favorable at
least for several years, establishing a solid floor to Bucyrus'
earnings and cash flow.  The DBT acquisition complements Bucyrus'
existing business but adds new products, more than doubles sales,
and increases dependence on the coal industry, which is generally
a less volatile market than base metal markets.  The equipment
replacement cycle for underground coal mining equipment is also
shorter than for surface mining equipment.  Bucyrus and DBT
generate more than half of their sales from aftermarket parts and
services, which are more stable than original equipment sales.

These favorable factors will be considered during Moody's review
of Bucyrus and will help mitigate the additional debt expected to
be taken on to finance the DBT acquisition.  The DBT acquisition
is expected to be completed at the end of March 2007, which gives
the company time to secure the financing for the transaction.
Bucyrus' Ba3 corporate family rating is likely to be maintained if
a balanced mix of debt and equity financing is utilized for the
DBT acquisition, while a high proportion of debt could lead to a
one notch downgrade.  The only rated debt Bucyrus currently has is
its senior secured revolving credit facility, which is rated Ba1.
This facility will most likely be replaced in conjunction with the
DBT acquisition.

During the course of its review, Moody's will ascertain the
proposed financing plans and ultimate leverage, examine the
operating and financial history of DBT, develop an understanding
of the potential interdependencies and synergies between the two
companies' businesses, and examine cultural, labor and operating
factors that could affect future integration and performance.
Moody's expects to conclude its review around the time the DBT
acquisition closes.

These ratings were placed under review for possible downgrade:

   -- Corporate family rating at Ba3,
   -- Senior secured revolving credit facility at Ba1.

Bucyrus International is a leading manufacturer of electric mining
shovels, walking draglines and rotary blasthole drills and
provides aftermarket replacement parts and services for these
machines.  For the 12 months ended Sept. 30, 2006, Bucyrus had
sales of $705 million.  Bucyrus is headquartered in South
Milwaukee, Wisconsin.  DBT has eight facilities around the world
and approximately 3,200 employees.


C-BASS: Moody's Puts Low-B Ratings on Two Certificate Classes
-------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued by C-BASS 2006-CB9 Trust, and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by C-BASS.  The collateral was
originated by NC Capital Corporation, Ameriquest Mortgage Company,
Ownit Mortgage Solutions, Inc., AIG Federal Savings Bank and
various other originators.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, overcollateralization, excess spread, a swap and a
cap agreement.

Moody's expects collateral losses to range from 4.8% to 5.3%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
of SQ1 as a primary servicer of subprime loans.

These are the rating actions:

   * C-BASS 2006-CB9 Trust

   * C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-
     CB9

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class A-4, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class M-7, Assigned Baa1
                      Class M-8, Assigned Baa1
                      Class M-9, Assigned Baa2
                      Class B-1, Assigned Baa3
                      Class B-2, Assigned Ba1
                      Class B-3, Assigned Ba2


CARRIAGE SERVICES: Underperformance Prompts S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Houston, Texas-based funeral home operator Carriage Services Inc.
to negative from stable.

Ratings on the company, including the 'B' corporate credit rating,
were affirmed.  The company had $229 million in debt outstanding
as of Sept. 30, 2006.

"The outlook revision incorporates the company's continued
underperformance compared with our earlier expectations, and our
belief that there is a minimal cushion under its bank agreement
financial covenants," explained Standard & Poor's credit analyst
David Peknay.

"Lower margins in both its funeral and cemetery businesses reflect
the greater-than-expected difficulty in the company's operating
turnaround plan."

The low-speculative-grade rating on Carriage reflects the funeral
home operator's significant financial burden in an industry that,
though fairly predictable, is subject to operating uncertainties.
The Carriage network of 131 funeral homes in 27 states and 28
cemeteries in 11 states makes the company the fourth-largest rated
operator in North America.  Carriage is focused on increasing its
net revenues per funeral and improving margins,
rather than on aggressive expansion.

Funds from operations to lease-adjusted debt is weak, at less than
10%.  Debt to EBITDA, currently at more than 8x, is below our
expectation and should remain above 6x for at least the next
couple of years, even if Carriage uses some of its $34 million of
cash reserves to boost earnings through acquisitions.  Two
acquisitions for a total of $17 million are now pending.


CENTURYTEL INC: Moody's Holds Preferred Shelf Rating at Ba1
-----------------------------------------------------------
Moody's Investors Service placed Madison River Capital, LLC's B1
senior secured debt on review for possible upgrade.

In addition, Moody's affirmed CenturyTel's Baa2 senior unsecured
debt rating after CenturyTel's report that it is acquiring Madison
River for about $830 million, including the assumption of about
$525 million of debt.

The rating outlook is stable.  The acquisition is expected to
close around mid-year 2007.

The review of Madison River's ratings will focus on CenturyTel's
plans with regard to the existing Madison River debt.  Should the
debt be unconditionally and irrevocably guaranteed or legally
assumed, the ratings will be upgraded to that of CenturyTel.

The affirmation of CenturyTel's debt rating is based on Moody's
belief that CTL's credit metrics and business risk profile will
not significantly weaken as a result of this relatively modest
acquisition.

Furthermore, the rating agency expects synergies to be quickly
realized due, in part, to the good fit between the two companies'
properties and assets and CenturyTel's prior experiences of
successfully integrating acquisitions.

While Moody's expects the transaction will increase CenturyTel's
leverage modestly as measured by debt to EBITDA from about 2.4x to
2.8x over the near-term, CenturyTel's ability to generate strong
earnings and robust free cash flow is expected to allow it to
maintain credit metrics consistent with its Baa2 ratings as long
as management maintains its current philosophy regarding its
operating strategy, balance sheet and credit profile.

As part of this rating action, Moody's affirms CenturyTel, Inc.'s
ratings:

   -- Senior Unsecured Rating at Baa2
   -- Senior Unsecured Shelf at Baa2
   -- Preferred Shelf at Ba1
   -- Commercial Paper at P-2

The rating outlook is stable.

Madison River Capital, LLC's ratings are on review for possible
upgrade:

   -- Corporate Family Rating at B1
   -- Probability of Default Rating at B2
   -- Senior Secured R/C at B1, LGD3, 30%
   -- Senior Secured Term Loan B at B1, LGD3, 30%

Madison River Capital LLC is a rural local exchange carrier
headquartered in Mebane, North Carolina.  CenturyTel, Inc.,
headquartered in Monroe, Louisiana is a regional communications
company engaged primarily in providing local exchange telephone
services in various predominately rural regions of the United
States.


CHIEF CONSOLIDATED: Hansen Barnett Raises Going Concern Doubt
-------------------------------------------------------------
Chief Consolidated Mining Company filed its financial statements
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on Dec. 1, 2006.

Hansen, Barnett & Maxwell expressed substantial doubt about Chief
Consolidated Mining Company's ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2005, 2004, 2003, and 2002.  The auditing
firm pointed to the company's working capital and capital
deficits, and significant losses from operations.  In addition,
the auditing firm cited that the company has little unrestricted
cash, and has significant reclamation and EPA settlement
obligations and environmental contingencies.

Chief Consolidated Mining Company reported a $2.8 million net loss
for the year ended Dec. 31, 2005, compared with a $2.6 million net
loss in 2004.  The company reported zero revenues for both
periods.

At Dec. 31, 2005, the company's balance sheet showed $4.2 million
in total assets, $55.3 million in total liabilities, $24,727 in
minority interest, resulting in a $51.2 million stockholders'
deficit.

The company's balance sheet at Dec. 31, 2005, also showed strained
liquidity with $2.5 million in total current assets available to
pay $3.3 million in current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2005, are available for
free at http://researcharchives.com/t/s?1751

                    Suspended Mining Operations

The company's Burgin Mine is not in operation.  In late 2001, the
company  began mining ore from the Trixie Mine, and began
processing ore in the company's Tintic Mill in January 2002.  In
March 2002, the company encountered unstable mining conditions in
the Trixie Mine and suspended mining and processing operations.
As a result of the suspended mining and processing operations, the
company is not generating any revenues and does not have
sufficient funding to make the significant safety improvements
required in the Trixie Mine or to continue exploration efforts
related to the Burgin Mine. As a result, the company has had no
significant operating activity since early 2002.

                           EPA Settlement

During 2001, the Environmental Protection Agency placed Eureka
Mills Superfund Site on the National Priorities List, as
authorized under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980.  According to the EPA,
samples indicate that, approximately 150 acres of soil in the Town
of Eureka were contaminated with lead and, to a lesser extent,
arsenic.

In February 2005, the company confessed to a judgment with the EPA
in the amount of $60 million.  The judgment will remain in effect
until the company has complied with all the requirement of the
Consent Decree.

As of the current date, the company has not fully complied with
all terms of the agreement.  The judgment amount of $60 million
represents the future value of clean up costs when the terms of
the Consent Decree are satisfied on Feb. 9, 2010.

                      About Chief Consolidated

Chief Consolidated Mining Company(NASD: CFCM.pk) --
http://www.chiefmines.com/-- through its principal subsidiaries
Tintic Utah Metals LLC, a Colorado limited liability company, and
Chief Gold Mines Inc., a Delaware corporation, owns interests in
mining properties, including the Burgin Mine and the Trixie Mine.
Neither mine is currently in production but are subject to the
development efforts.  The company owns a 75% membership interest
in Tintic Utah. Chief Gold Mines is a wholly owned subsidiary.

The company also owns or controls approximately 6,000 acres of
land in an area known as the Main Tintic District in Utah.  The
majority of this land is generally considered to be non-mining
land and is subject to being sold pursuant to a Consent Decree
approved by the United States District Court for the District of
Utah in January 2005 on behalf of the Environment Protection
Agency.

As a result of the suspension of the company's mining operation,
the company was forced to lay-off all of its employees in 2002.
The company currently has no employees.


CITIZENS COMMS: Moody's Rates New $250-Million Senior Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned Ba2 rating to Citizens
Communications Company's proposed $250 million of senior unsecured
notes due 2027.

The proceeds from the notes are expected to be used to partially
fund the cash portion of the acquisition of Commonwealth Telephone
Enterprises, which was reported on Sept. 18, 2006.  If the
acquisition is not consummated, Moody's expects that Citizens will
use the proceeds to refinance maturing debt.

Moody's affirmed the company's Ba2 corporate family rating with a
stable outlook, which incorporated the acquisition of CTCO and an
anticipated increase in leverage due to previously contemplated
use of $990 million of a bridge facility.

Ratings actions:

   * Citizens Communications Company

      -- Corporate Family Rating Affirmed Ba2

      -- Probability of Default Rating Affirmed Ba2

      -- $250 million new Senior Unsecured notes due 2027
         Assigned Ba2, LGD4, 55%

      -- Senior Unsecured Bank Credit Facility Affirmed Ba2,
         LGD4, 55%

      -- Senior Unsecured Regular Bond/Debenture Affirmed Ba2,
         LGD4, 55%

      -- Outlook is Stable

   * Citizens Utilities Trust

      -- Preferred Stock Affirmed B1, LGD6, 97%

Citizens Ba2 corporate family rating reflects the company's high
debt levels and the expected downward pressure on wireline revenue
and cash flow growth in the future.  Coupled with the significant
dividends that Citizens pays to its shareholders, free cash flow
available for debt reduction is likely to remain in the 3%-4%
range over the next two years.  The ratings and the outlook
benefit from the stability of the company's operations, and
management's commitment to balance free cash flow allocations
between debt and equity constituents.

Although Moody's expects Citizens' debt to increase by up to
$990 million as a result of the acquisition, the rating agency
believes that the operating cash flow capacity of the combined
company will allow Citizens to drive leverage towards the 3.5x
adjusted debt/EBITDA target in the intermediate term.

Although Moody's has affirmed Citizens' SGL2 rating, the liquidity
rating could come under pressure due to the drawdown under the
bridge loan facility at closing of the CTCO transaction.

Citizens Communications is an RLEC providing wireline
telecommunications services to approximately 2.1 million access
lines in primarily rural areas and small- and medium-sized cities.
The company is headquartered in Stamford, Conn.  Commonwealth
Telephone is an RLEC, headquartered in Dallas, Pennsylvania.


CLIENTLOGIC CORP: SITEL Corp. Amends Merger Agreement
-----------------------------------------------------
SITEL Corporation and ClientLogic Corporation have entered into an
amendment to the previously announced Agreement and Plan of Merger
among SITEL, ClientLogic and Stagecoach Acquisition Corporation,
dated Oct. 12, 2006.

Under the terms of the amendment, SITEL stockholders will receive
$4.25 in cash for each outstanding share of common stock of SITEL
held, which represents an increase of $0.20 per share in cash from
the price of $4.05 per share in cash previously agreed with
ClientLogic.

The Board of Directors of SITEL has unanimously approved the
amendment to the Merger Agreement.  The transaction is expected to
be completed in the first quarter of 2007 and remains subject to
customary closing conditions, including the approval of SITEL's
stockholders.

On December 6, prior to SITEL entering into the amendment with
ClientLogic, The Gores Group, LLC and The Calgary Group, LLC and
Jefferies Capital Partners IV LLC revised their previously
announced proposal to acquire all of the outstanding shares of
common stock of SITEL to lower the proposed price of $4.50 to
$4.25 per share in cash.

The amendment with ClientLogic required SITEL to terminate the
existing discussions with Gores/Calgary/Jefferies although it
continues to permit SITEL to respond to additional proposals from
third parties in the event the Board of Directors of SITEL
determines in good faith after considering advice from its outside
advisors that failure to do so would be inconsistent with its
fiduciary obligations.

In addition, the amendment increases the expense reimbursement
portion of the amount payable by SITEL upon termination of the
Merger Agreement in circumstances involving an alternative
acquisition proposal by $1 million.

In connection with the proposed merger with ClientLogic, SITEL has
set Jan. 12, 2007 as the date of its 2006 Annual Meeting of
Stockholders at which SITEL will seek, among other things,
stockholder approval of the Merger Agreement, as amended.  Holders
of record of SITEL common stock as of 5:00 p.m., New York time, on
Dec. 5, 2006 will be entitled to vote at the meeting.  The meeting
will be held at the Marriott Regency hotel, 10220 Regency Circle,
in Omaha, Nebraska.

The $4.25 to be paid in cash in the merger for each SITEL share
represents an approximate 37.5% premium over the volume-weighted
average closing price of SITEL common stock on the New York Stock
Exchange for the thirty days prior to the public announcement of
the execution and delivery of the Merger Agreement.

                       About ClientLogic

ClientLogic Corp. -- http://www.clientlogic.com/-- is a business
process outsourcing provider in the customer care and back office
processing industries.  ClientLogic's footprint spans 49
facilities in 13 countries: Austria, Canada, France, Germany,
India, Ireland, Mexico, Morocco, Netherlands, Panama, Philippines,
United Kingdom and the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Moody's Investors Service placed ClientLogic Corporation's B3
corporate family rating on review for possible upgrade after the
company's disclosure of its revised plan to merge with SITEL
Corporation and SITEL's recent return to filing timely financial
statements with the SEC.


COLLINS & AIKMAN: Seeks Approval for ASC Inc. License Agreement
---------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Collins & Aikman Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Eastern District of Michigan
to approve a Settlement and License Agreement, resolving certain
litigation between Debtor Dura Convertible Systems, Inc., and ASC
Incorporated.

On March 30, 2006, ASC commenced Adversary Proceeding No. 06-
04507 in the Bankruptcy Court against Dura.  The ASC Complaint
alleges four counts of patent infringement relating to
convertible tops produced by Dura for the Dodge Viper and Ford
Mustang.  Specifically, the ASC Complaint alleges infringement
of:

   (a) US Reissue Patent No. RE38,546;
   (b) US Design Patent No. D442,541;
   (c) US Design Patent No. D464,605 and
   (d) US Patent No. 5,785,375.

Dura filed its answer to the ASC Complaint on June 21, 2006, and
asserted counterclaims seeking declaratory judgments of non-
infringement and invalidity of the ASC Patents.

The Bankruptcy Court held an initial scheduling conference on
August 14, 2006.  The triable issues of (a) liability and (b)
damages were bifurcated and the Court entered an order setting a
trial date of January 9, 2007, on the issue of liability.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, New
York, relates that the parties have each served discovery
requests on the issues of liability and damages.  To alleviate
the potential costs to the Debtors' estates, Dura requested that
the discovery process be bifurcated as well, however, this
request was denied.  Dura produced hundreds of thousands of
documents and responded to ASC's written discovery.  On the verge
of spending exorbitant sums to conduct discovery, the Parties
agreed to a stay of discovery as they pursue a settlement.

Dura and ASC have engaged in significant negotiations to resolve
the ASC Lawsuit.  Dura and ASC have agreed to resolve the ASC
Lawsuit pursuant to the terms and conditions in the Settlement.

The Settlement provides, among other things, that Dura will have
a license to the ASC Patents for the Ford Mustang and Dodge Viper
convertible roof assemblies.  The Settlement also allows for the
assignment of the license for the ASC Patents to a potential
purchaser.

The Debtors also agree to pay for a royalty fee, which is far
less than the royalty fee that would likely be determined in the
event that ASC were to prevail in the ASC Lawsuit.

The Ford Mustang and Dodge Viper convertible roof systems can
continue to be manufactured and sold at a profit by Dura after
paying the royalty fee to ASC.

Pursuant to Section 107(d) of the Bankruptcy Code, the Debtors
also seek the Court's authority to file the Settlement and
License Agreement under seal.

Mr. Schrock explains, outside of the bankruptcy process, the
information contained in the Settlement generally is held to be
confidential because, otherwise, Dura and ASC believe would be
competitively disadvantaged in the operation of their businesses
by the disclosure of the information.

Mr. Schrock notes that ASC licenses the ASC Patents for use by
Dura in the production and sale of convertible roof systems for
the Ford Mustang and Dodge Viper.  If the competitors of Dura or
ASC knew the terms of the Settlement, it could provide them with
a competitive advantage in their dealings with ASC or Dura, as
the case may be.  Further, if Dura's customers were aware of the
terms of the Settlement, it could provide them with a competitive
advantage in negotiating agreements with Dura, Mr. Schrock tells
Judge Rhodes.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.


COLLINS & AIKMAN: Wants to Further Defer Interest Payments
----------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
further defer the original deferred payments and defer their
obligation to pay certain postpetition interest and letter of
credit fees, other than fronting fees, -- that would otherwise be
due on the first business day from January to June of 2007 --
until the first business day of August 2007.

As reported, the Court approved the JPMorgan Chase Bank debtor-in-
possession financing motion on an interim basis on the Petition
Date, and approved the JPMorgan DIP Motion on a final basis on
July 28, 2005.

The postpetition interest payments and letter of credit fees,
other than fronting fees, payable under paragraph 11 of the final
DIP order are approximately $7,200,000 per month.

On Aug. 29, 2006, the Court approved of the Debtors' request to
defer their obligation to pay postpetition interest and letter or
credit fees, other than fronting fees, to Jan. 1, 2007.

As the Court is aware, the Debtors have determined that the best
course of action to maximize the value of their assets is to
effectuate sales of their businesses as going concerns, given the
existing market conditions, Ray C. Schrock, Esq., at Kirkland &
Ellis LLP, in New York, New York, says.

The Debtors, the agent for the prepetition lenders, and the
Debtors' major customers are negotiating an agreement under which
the customers will provide the Debtors with substantial financial
and other accommodations as well as an agreement on the terms of
a Chapter 11 plan.

Mr. Schrock notes that since the inception of the Debtors'
Chapter 11 cases, their use of cash continues to be a crucial
item for the estates.  Payment of postpetition interest is a
significant monthly obligation for the Debtors' estates.

It is beyond dispute that the Prepetition Lenders are entitled
to adequate protection for, among other things, use of their
collateral and for the priming liens granted under the Final DIP
Order, Mr. Schrock tells the Court.  The Debtors intend to file a
Chapter 11 plan under which the Debtors contemplate on paying the
Prepetition Lenders from the cash proceeds received by the
Debtors on account of the sale of their assets.

Deferral of the payments will help ensure that the Debtors have
sufficient liquidity to continue their restructuring and complete
the sales of their businesses for the benefit of their estates,
creditors, and parties-in-interest, Mr. Schrock asserts.  The
obligations of the Debtors to pay timely the adequate protection
payments, other than the Deferred Payments, will not be affected.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.


COMM 2004: S&P Holds Low-B Ratings on Six Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
classes of COMM 2004-LNB4's commercial mortgage pass-through
certificates.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Nov. 15, 2006, remittance report, the trust collateral
consisted of 117 mortgage loans with an aggregate principal
balance of $1.19 billion, compared with 118 loans totaling
$1.22 billion at issuance.  The master servicer, Capmark Finance
Inc., reported primarily year-end 2005 financial information for
95% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.65x, compared with 1.6x at
issuance.

There are two delinquent loans in the pool:

   -- one is 90-plus-days delinquent and is with the special
      servicer, CWCapital Asset Management LLC; and,

   -- the other is 30-plus-days delinquent and is on the master
      servicer's watchlist.

Two loans totaling $29.4 million are with the special servicer,
including the aforementioned 90-plus-days delinquent loan,
and these loans are discussed further below.  To date, the trust
has not experienced any losses.

The top 10 exposures secured by real estate have an aggregate
outstanding in-trust balance of $461.5 million and a DSC of 1.84x,
up significantly from 1.64x at issuance.  The increase is
inflated, however, as five of the top 10 exposures have partial
interest-only periods, and the DSC at issuance included the
amortization of principal that has not yet commenced.  Including
the amortization of these loans, the actual DSC is 1.56x.  Two of
the top 10 exposures are on the master servicer's watchlist and
are discussed below.

Standard & Poor's reviewed the property inspection reports
provided by Capmark for the assets underlying nine of the top 10
exposures, and all were characterized as "good".

At issuance, three of the top 10 exposures exhibited credit
characteristics consistent with investment-grade obligations and
have continued to perform at investment-grade levels.

Details of these exposures:

   -- The second-largest exposure in the pool, 731 Lexington
      Avenue-Bloomberg Headquarters, is secured by a
      694,600-sq.- ft. class A office condominium interest in a
      1.39 million-sq.-ft. development in Manhattan.  The
      property is encumbered by a $308 million A note that is
      split into four pari passu pieces, of which $72.6 million
      is the trust balance.  In addition, there is an
      $84.4 million B note that is held outside the trust.
      Reported DSC was 3.09x as of Dec. 31, 2005, and occupancy
      was 100% as of July 2006.  The master servicer reported a
      46% improvement in the net cash flow due to significantly
      higher revenue.

   -- The third-largest exposure, the Strategic Hotel portfolio,
      is encumbered by a $174.4 million A note that is split into
      four pari passu pieces, of which $67.8 million represents
      the trust balance.  In addition, there are four B notes
      totaling $27.6 million that are held outside the trust.
      The collateral securing this loan consists of a fee
      interest in three luxury Hyatt Regency hotels totaling
      2,315 rooms in New Orleans, Louisiana, Phoenix, Arizona,
      and La Jolla, California.  The master servicer placed this
      loan on the watchlist because the New Orleans property
      suffered substantial damage as a result of Hurricane
      Katrina in August 2005.  The hotel has been closed for
      repairs and renovations since that time, and the reopening
      is scheduled for September 2007.  Insurance proceeds
      totaling $35 million are funding the repairs, while
      business interruption insurance, which will be in place for
      12 months after the hotel has been reopened for business,
      is paying the debt service allocated to the property.  As
      of August 2006, the combined DSC was 0.93x.
      Standard & Poor's will continue to monitor the loan's
      performance through the renovation process and the
      reopening of the New Orleans property.

   -- The sixth-largest exposure, 280 Trumbull Street, has a
      trust balance of $33.9 million and is secured by a
      664,500-sq.-ft. class A office building in Hartford,
      Connecticut.  Standard & Poor's adjusted NCF is comparable
      to its level at issuance.  Reported DSC was 2.82x as of
      December 2005, and occupancy was 89% as of June 2006.

The largest exposure with the special servicer, Campus East
Apartments, has a trust balance of $20.5 million and consists of
a 266-unit multifamily student housing apartment complex in
Lynchburg, Virginia.  The loan was transferred to the special
servicer in May 2005 after the borrower failed to provide a plan
to adequately address the numerous mechanic liens in excess of
$1 million against the property.  All of the mechanic liens were
related to renovations required on the property by Liberty
University, which leased 100% of the property from the borrower.
According to the special servicer, all of the liens have been
settled.  The loan is current.  The special servicer is
currently monitoring the loan before returning it to the master
servicer.

The remaining exposure with the special servicer, Spartan Landing
Apartments, is 90-plus-days delinquent and is secured by an
80-unit multifamily student housing apartment complex in Tulsa,
Oklahoma.  The loan with a total exposure of $9.4 million was
transferred to the special servicer in October 2005 due to
monetary default.  As of October 2006, the property was
59% occupied.  The borrower has not provided recent financial
information on the performance of the property.  The borrower is
reportedly negotiating a sale of the property and assumption of
the loan with an interested party, but it has not disclosed the
terms at this time.

Fifteen loans totaling $199.5 million are currently on the master
servicer's watchlist, including two of the top 10 exposures, which
represent approximately 53% of the total.  The largest exposure on
the watchlist is the aforementioned Strategic Hotel portfolio.

The fifth-largest exposure, Metro I Building, has a current
balance of $38.9 million.  The loan is secured by a
310,300-sq.-ft. class A office building that is part of a larger
mixed-used development, University Town Center, in Hyattsville,
Maryland.  The loan is on the watchlist because the largest tenant
is currently on a month-to-month lease term after its lease
expired in late 2006.  The property reported a DSC of 1.42x as of
June 2006 and an occupancy rate of 99% as of October 2006.

The remaining loans on the watchlist have low DSC, low occupancy,
upcoming lease expirations, or a major tenant filing for
bankruptcy.

Standard & Poor's stressed various assets in the mortgage pool as
a part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the
affirmed ratings.

                        Ratings Affirmed

                         COMM 2004-LNB4
           Commercial Mortgage Pass-Through Certificates

         Class          Rating          Credit enhancement
         -----          ------          ------------------
         A-1            AAA                 12.93%
         A-1A           AAA                 12.93%
         A-2            AAA                 12.93%
         A-3            AAA                 12.93%
         A-4            AAA                 12.93%
         A-5            AAA                 12.93%
         B              AA                  10.88%
         C              AA-                  9.99%
         D              A                    8.07%
         E              A-                   7.17%
         F              BBB+                 5.89%
         G              BBB                  4.61%
         H              BBB-                 3.58%
         J              BB+                  3.20%
         K              BB                   2.94%
         L              BB-                  2.43%
         M              B+                   1.79%
         N              B                    1.54%
         O              B-                   1.28%
         X-C            AAA                  N/A
         X-P            AAA                  N/A

                       N/A-Not applicable.


COMMUNITY HEALTH: S&P Holds Corporate Credit Rating at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Brentwood, Tennessee-based hospital operator Community Health
Systems Inc. to stable from positive.

"The outlook revision considers the $100 million increase in the
size of its recent incremental bank loan to $400 million from $300
million, and the announcement earlier this week of a new five
million share repurchase program," noted Standard & Poor's credit
analyst David Peknay.

"We now believe that the company's financial profile will not
improve much, if at all, from current levels due to these actions
and relatively weak industry conditions."

All existing ratings on Community Health Systems Inc. and related
entities, including the 'BB-' corporate credit rating, were
affirmed.  Total debt outstanding was $1.8 billion as of
Sept. 30, 2006.

The rating on Community Health reflects the industry challenges
that the company faces, particularly the uncertain future
reimbursement it will receive from the government and other third-
party payors.  This uncertainty is somewhat mitigated by the
company's diversified hospital portfolio.

Community Health operates 76 hospitals in 22 states, primarily in
small non-urban markets with stable or growing populations.  The
company acquires weak, underperforming hospitals and attempts to
build revenues by enhancing physician recruitment and broadening
services.

Standard & Poor's expects Community Health to continue to grow,
adding several hospitals per year, net of any hospital
dispositions.  This strategy is somewhat risky because of the
difficulty in turning around acquired assets that are troubled.

However, Standard & Poor's  believes that the company's
diversified hospital portfolio, strong position as the sole
provider in the majority of its communities, and good results with
previously acquired facilities help mitigate these risks.

Debt leverage remained relatively flat over the past year despite
Community Health's acquisition activity, aided by the reinvestment
of increasing operating cash flow.  Debt to EBITDA was 3.2x as of
Sept. 30, 2006, compared with about 3.6x for the year-earlier
period and 3.3x at Dec. 31, 2005.  Funds from operations to lease-
adjusted debt also remained consistent over the past year, in the
20%-25% range.

As Standard & Poor's expected, significant cash reserves earlier
in the year were applied to the company's $137 million of share
repurchases, and acquisition spending of $317 million in the first
nine months of 2006 far exceeded the $80 million invested in the
first nine months of 2005.  This accelerated spending helped
increase debt by $126 million in the third quarter and could
contribute to a slight increase in debt leverage,
particularly if high bad debt levels hurt earnings.


CONVERIUM GROUP: A.M Best Lifts Financial Strength Rating to B+
---------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Very Good) from B- (Fair) and the issuer credit rating to "bbb-"
from "bb-" for Converium Reinsurance (North America) Inc.
(Stamford, CT).

A.M. Best has also upgraded the FSR to B+ (Very Good) from B
(Fair) and the ICR to "bbb-" from "bb" of Converium Insurance
(North America) Inc. (Fort Lee, NJ).

Concurrently, A.M. Best has upgraded the ICR to "bbb-" from "b-"
and the debt rating to "bbb-" from "b-" of the $200 million 7.125%
senior unsecured notes, due 2023 of Converium Holdings (North
America) Inc. (Stamford, CT).  All ratings have been removed from
under review and assigned a stable outlook.

The aforementioned ratings were placed under review with positive
implications following the Oct. 17, 2006 announcement that
National Indemnity Company (Omaha, NE), a Berkshire Hathaway
[NYSE: : BRK.A] company, entered into a definitive agreement to
purchase CHNA.  These ratings actions follow the completion of the
acquisition and are reflective of the outstanding financial
strength and capacity of the National Indemnity Company.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


CONVERIUM HOLDING: Closes $295MM Sale of North American Operations
------------------------------------------------------------------
Converium Holding AG disclosed, following the receipt of all
necessary regulatory approvals, the closing of the sale of its
North American operations to National Indemnity Company.

Inga Beale, chief executive officer, said: "With the announcement,
we have achieved finality on our North American operations.  The
closing of the transaction meets a major condition for a ratings
upgrade by Standard & Poor's."

The company disclosed, on Oct. 17, 2006, that it has signed a
definitive agreement to sell its North American operations to
National Indemnity Company for a total consideration of
$295 million comprised of $95 million in cash and $200 million in
assumption of debt.

The closing of the sale will reduce the company's exposure
significantly as National Indemnity Company will assume all of the
North American operations' reinsurance liabilities of
$1.06 billion as of June 30, 2006, as well as $200 million of debt
issued by Converium Holdings (North America) Inc.

                 About National Indemnity Company

National Indemnity Company is a property/casualty member of the
Berkshire Hathaway group of insurance companies, which focuses on
commercial auto and general liability market.

                    About Converium Holding AG

Headquartered in Zug, Switzerland, Converium Holding AG
(NYSE: CHR) -- http://www.converium.com/-- provides treaty and
individual coverage for risks including accident and health,
credit and surety, e-commerce, third party and professional
liability, life, and special casualty.   The company also operates
in Germany, United Kingdom, France, Malaysia, Singapore,
Australia, Japan, Bermuda, Argentina, U.S.A., Brazil and Canada.

                           *     *     *

In October 2006, Fitch Ratings placed Swiss-based Converium AG's
Insurer Financial Strength BBB- rating on Rating Watch Positive.
The agency has also placed other ratings within the Converium
group on RWP.

Converium group ratings are: Converium AG's IFS BBB- on RWP;
Converium AG's Issuer Default rating BBB- on RWP; Converium
Insurance (U.K.) Limited's IFS BBB- on RWP; Converium
Ruckversicherungs (Deutschland) AG's IFS BBB- on RWP; Converium
Holding AG's IDR BB on RWP; and Converium Finance S.A.'s
$200 million subordinated debt due 2032 BB+ on RWP.


CORVIALE LLC: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Corviale, LLC
        P.O. Box 98437
        Las Vegas, NV 89193-8437

Bankruptcy Case No.: 06-13807

Chapter 11 Petition Date: December 11, 2006

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Bob L. Olson, Esq.
                  530 Las Vegas Boulevard South
                  Las Vegas, NV 89101
                  Tel: (702) 385-3373
                  Fax: (702) 385-9447

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Kolesar & Leatham, Chartered                $26,717
3320 West Sahara Avenue, Suite 380
Las Vegas, NV 89102

Maria Nuntile                               Unknown
1070 West Horizon Ridge, Suite 210
Henderson, NV 89012

Valencia Communities                        Unknown
4252 Richmond, Suite 220
Houston, TX 77027

Cynthia Brog                                Unknown
[no address provided]


CORUS GROUP: Adjourns Meetings Following Regulator's Ultimatum
--------------------------------------------------------------
The Directors of Corus Group Plc intend to propose resolutions to
shareholders at each of the reconvened Court Meeting and
Extraordinary General Meeting to be held today, Dec. 20, 2006, to
adjourn the meetings until further notice.

Any notice of the adjourned EGM and Court Meeting would be given
as appropriate in accordance with the articles of association of
the Company and the direction of the Court, respectively.

Earlier, the Panel on Takeovers and Mergers announced that the
last date for each of Tata and CSN to announce revised offers for
the Company, should they wish to do so, is Jan. 30, 2007.  The
Company would therefore expect the competitive situation to be
resolved, at the latest, on or shortly after that date.

In relation to the Court Meeting and EGM to be held today, the
Corus Directors, who have been advised by Credit Suisse, JPMorgan
Cazenove and HSBC intend, assuming that the current circumstances
are prevailing at that time to:

   -- propose resolutions to Corus Shareholders to adjourn
      those meetings sine die until further notice;

   -- recommend that Corus Shareholders vote in favor of any
      such adjournment resolutions; and

   -- exercise their discretion under any instrument
      appointing any of them as proxy for a Corus Shareholder at
      the reconvened EGM or Court Meeting so as to vote in favor
      of any such adjournment resolutions.

If circumstances change between the time of this announcement and
the times of the reconvened EGM and Court Meeting to be held
today, the Board will reconsider its current intention to propose
and recommend that shareholders vote in favor of adjournment
resolutions and the Corus Directors will reconsider their
intention as to how to vote such proxies as they may hold for
Corus Shareholders thereon.

Corus Shareholders who wish the discretion afforded by any
existing instrument of proxy to remain in place should take no
action.  Unrevoked proxies will also remain valid at any
adjournment of the reconvened Court Meeting or the EGM.

Any Corus Shareholder who no longer wishes any existing instrument
appointing a Corus Director (or any other person) as their proxy
to remain in place should:

   -- attend and vote at the reconvened Court Meeting and/or EGM
      in person, in which case their proxy will not be capable
      of exercising their votes;

   -- revoke their existing proxy appointment and/or, where
      possible, appoint a different person as their proxy with
      specific instructions on how to vote on any resolutions;
      or

   -- provide different instructions to their existing proxy.

                        About Tata Steel

Established in 1907, Tata Steel is Asia's first and India's
largest private sector steel company. Tata Steel is among the
lowest cost producers of steel in the world and one of the few
select steel companies in the world that is EVA+ (Economic Value
Added).

              About Companhia Siderurgica Nacional

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets,
tin mill products and tinplate.  The company also runs its own
iron ore, manganese, limestone and dolomite mines and has
strategic investments in railroad companies and power supply
projects.  The group also operates in Portugal and the U.S.

                         About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its name
to Corus Group after acquiring most of Dutch rival Koninklijke
Hoogovens.  Corus makes coated and uncoated strip products,
sections and plates, wire rod, engineering steels, and semi-
finished carbon steel products.  It also manufactures primary
aluminum products.  Customers include companies in the automotive,
construction, engineering, and household-product manufacturing
industries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service placed Corus Group plc's Ba2 Corporate
Family and other ratings under review.


CORUS GROUP: Auction Looms If Buyer Remains Unnamed by Jan. 31
--------------------------------------------------------------
The contest between Tata Steel U.K. Limited and CSN Acquisitions
Ltd. to acquire Corus Group Plc may turn into an auction if the
company fails to name its buyer by Jan. 30, 2007, Bloomberg News
reports.

The Panel on Takeovers and Mergers said that it requires an
auction procedure to determine Corus' buyer if the "competitive
situation" between Tata Steel and CSN remains unresolved by the
given date.
                           CSN Bid

As reported in the Troubled Company Reporter on Dec. 13, CSN
increased its purchase offer for Corus to $9.6 billion or 515
pence a share, topping Tata Steel's 500 pence per share offer.

Companhia Siderurgica's proposed purchase of Corus will be funded
through a BP4.35 billion of debt underwritten by Barclays Plc, ING
Groep NV and Goldman Sachs Group Inc., Bloomberg says, citing
Chief Financial Officer Otavio Lazcano as saying.  Meanwhile,
Companhia Siderurgica promised to pay BP138 million to fund the
deficit in the Corus Engineering Steels Pension Scheme, Bloomberg
says.  Also, the steelmaker will raise the contribution rate on
the British Steel Pension Scheme to 12% from 10% until March 31,
2009.  The company's success in acquiring Corus hinges on the
unions' support, according to published reports.

                           Tata Offer

As reported in the Troubled Company Reporter on Dec. 11, the
Boards of Directors of Tata Steel Ltd. and Corus Group plc have
agreed the terms of an increased recommended revised acquisition
at a price of 500 pence in cash per Corus share.

Under the terms of the Revised Acquisition, Corus shareholders
will be entitled to receive 500 pence in cash for each Corus
Share.  This represents a price of 1,000 pence in cash for each
Corus ADS.

The terms of the Revised Acquisition value the entire existing
issued and to be issued share capital of Corus at approximately
GBP4.7 billion and the Revised Price represents:

   -- an increase of approximately 10% compared with 455 pence,
      being the Price under the original terms of the
      Acquisition;

   -- on an enterprise value basis, a multiple of approximately
      7.5x EBITDA from continuing operations for the 12 months
      to Sept. 30, 2006 (excluding the non-recurring pension
      credit of GBP96 million) and a multiple of approximately
      5.9x EBITDA from continuing operations for the year ended
      Dec. 31, 2005;

   -- a premium of approximately 38.7% to the average closing
      mid-market price of 360.5 pence per Corus Share for the
      12 months ended Oct. 4, 2006, being the last business day
      before the announcement by Tata Steel that it was
      evaluating various opportunities including Corus; and

   -- a premium of approximately 22.7% to the closing mid-market
      price of 407.5 pence per Corus Share on Oct. 4, 2006,
      being the last business day before the announcement by
      Tata Steel that it was evaluating various opportunities
      Including Corus.

The terms of the Revised Acquisition remain subject to the
conditions and do not affect Tata Steel's intentions regarding
the business of Corus, its management, employees and locations,
nor the proposals relating to Corus's pension schemes, the Corus
Share Schemes, Convertible Bonds or cancellation of the Deferred
Shares.

              About Companhia Siderurgica Nacional

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets,
tin mill products and tinplate.  The company also runs its own
iron ore, manganese, limestone and dolomite mines and has
strategic investments in railroad companies and power supply
projects.  The group also operates in Portugal and the U.S.

                        About Tata Steel

Established in 1907, Tata Steel is Asia's first and India's
largest private sector steel company. Tata Steel is among the
lowest cost producers of steel in the world and one of the few
select steel companies in the world that is EVA+ (Economic Value
Added).

                         About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its name
to Corus Group after acquiring most of Dutch rival Koninklijke
Hoogovens.  Corus makes coated and uncoated strip products,
sections and plates, wire rod, engineering steels, and semi-
finished carbon steel products.  It also manufactures primary
aluminum products.  Customers include companies in the automotive,
construction, engineering, and household-product manufacturing
industries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service placed Corus Group plc's Ba2 Corporate
Family and other ratings under review.


COUDERT BROTHERS: Creditors Have Until Jan. 31 to File Claims
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York set Jan. 31, 2007, at 5:00 p.m. EST,
as the deadline for all creditors owed money by Coudert Brothers
LLP to file formal written proofs of claim on account of claims
arising prior to Sept. 22, 2006.

Governmental units have until March 21, 2007, to file their
claims.

Proofs of claim must be filed either by mailing the original proof
of claim to the:

         U.S. Bankruptcy Court
         Southern District of New York
         Coudert Brothers LLP
         Claims Processing Center
         Bowling Green Station
         PO Box 5045, New York, NY 10274-5045

or by delivering the original proof of claim by hand or overnight
courier to:

         The U.S. Bankruptcy Court
         Southern District of New York
         Coudert Brothers LLP
         Claims Processing Center
         One Bowling Green
         Room 534, New York, New York 10004-1408

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case No.
06-12226).  John E. Jureller, Jr., Esq., and Tracy L. Klestadt,
Esq., at Klestadt & Winters, LLP, represents the Debtor in its
restructuring efforts.  Brian F. Moore, Esq., and David J. Adler,
Esq., at McCarter & English, LLP, represent the Official Committee
Of Unsecured Creditors.  In its schedules of assets and debts,
Coudert listed total assets of $29,968,033 and total debts of
US$18,261,380.  The Debtor's exclusive period to file a chapter 11
plan expires on Jan. 20, 2007.


COUDERT BROTHERS: Panel Hires McCarter & English as Counsel
-----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York allows the Official Committee of
Unsecured Creditors of Coudert Brothers LLP to retain McCarter &
English, LLP, as its bankruptcy counsel, nunc pro tunc to
Oct. 17, 2006.

McCarter & English will:

     a) advise the Committee with respect to its rights and
        responsibilities under the Bankruptcy Code;

     b) assist the Committee in performing its duties under the
        Bankruptcy Code;

     c) represent the Committee in Matters pertaining to the
        Debtor's use of cash collateral and debtor-in-possession
        financing;

     d) identify and prosecute claims, adversary proceedings and
        causes of action that may be properly asserted by the
        Committee;

     e) assist the Committee in negotiating and structuring a plan
        of reorganization or liquidation for the Debtor;

     f) analyze any and all offers submitted to purchase some or
        all of the Debtor's assets;

     g) advise the Committee with respect to the Debtor's ongoing
        operations during its chapter 11 case;

     h) examine proofs of claims;

     i) appear before the Bankruptcy Court, other courts and
        administrative agencies in connection with matters
        relating to the administration of the Debtor's estate; and

    j)  file motions, applications and other pleadings before the
        Bankruptcy Court in this chapter 11 case and object,
        assent, and respond to motions, applications and other
        pleadings filed by the Debtor and other parties-in-
        interest.

The current hourly rate for McCarter & English's professionals
are:

        Designation                         Hourly Rate
        -----------                         -----------
        Partners                            $285 to $625
        Associates                          $170 to $340
        Paraprofessionals                    $50 to $180

David J. Adler, Esq., a partner at McCarter & English, assures the
Court that his firm does not hold any interest adverse to the
Debtor's estate and is "disinterested" under section 101(14) of
the Bankruptcy Code.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case No.
06-12226).  John E. Jureller, Jr., Esq., and Tracy L. Klestadt,
Esq., at Klestadt & Winters, LLP, represents the Debtor in its
restructuring efforts.  Brian F. Moore, Esq., and David J. Adler,
Esq., at McCarter & English, LLP, represent the Official Committee
Of Unsecured Creditors.  In its schedules of assets and debts,
Coudert listed total assets of $29,968,033 and total debts of
US$18,261,380.  The Debtor's exclusive period to file a chapter 11
plan expires on Jan. 20, 2007.


CVS CORP: Earns $284.2 Million in Third Quarter of 2006
-------------------------------------------------------
CVS Corporation reported earnings for the third quarter ended
Sept. 30, 2006.  Net earnings for the quarter increased 12.5% to
$284.2 million compared with net earnings of $252.7 million in the
third quarter of 2005.

The Company estimates that the acquisition of 701 standalone
Sav-on and Osco drugstores on June 2, 2006, had a negative impact
in the third quarter of 2006.

The company's third quarter results compared with last year were
driven by significant sales growth, continued improvement in gross
margins, and solid expense control in the core business.

"Our solid third quarter results reflect the continued strength of
our business across our markets.  We delivered strong sales
results and improved gross margin in both the pharmacy and front-
end businesses," CVS Corporation chairman, president, and chief
executive officer Tom Ryan stated.

"We also made significant progress on the integration of the
stores we purchased from Albertson's on June 2nd.  We completed
the systems integration and began remodeling the Sav-on and Osco
stores to look and feel like CVS/pharmacies.  The early feedback
from customers has been highly positive, and we are optimistic
about the benefits we will achieve once the stores are re-
introduced to customers.

Mr. Ryan continued, "Additionally, we completed the purchase of
MinuteClinic, the pioneer and largest provider of retail-based
health clinics in the U.S., and we expect to roll out this valued
service to our customers nationwide, at a pace of expansion that
is appropriate to the business opportunity."

CVS previously reported that net sales for the third quarter
increased 24.9% to $11.2 billion, up from $9 billion during the
third quarter of 2005.  Same store sales (sales from stores open
more than one year) for the quarter rose 9.1%, while pharmacy same
store sales rose 10.2% and front-end same store sales increased
6.4%.

Same store sales do not include the sales results of the
drugstores acquired on June 2, 2006.  These acquired stores will
be included in same store sales following the one-year anniversary
of the acquisition, beginning in fiscal July 2007.  Total pharmacy
sales represented 70.3% of total company sales for the quarter.
Third party prescription sales were 94.5% of pharmacy sales for
the quarter.

For the third quarter, CVS opened 32 new stores, closed 80 stores,
and relocated 25 others.  As of Sept. 30, 2006, CVS operated 6,157
retail and specialty pharmacy stores in 43 states and the District
of Columbia.

At Sept. 30, 2006, the company's balance sheet showed
$21.127 billion in total assets, $11.693 billion in total
liabilities, and $9.434 billion in total stockholders' equity.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?174a

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is America's
largest retail pharmacy, operating approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Moody's Investors Service placed CVS Corp.'s Ba1 rating on
$125,000,000 Series A-2 securities lease obligations on review for
possible upgrade.


DELPHI CORP: Judge Drain Approves KPMG's Work Expansion
-------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York permits Delphi Corporation and its
debtor-affiliates to expand the scope of KPMG LLP's services to
include:

   -- providing international tax package improvement project
      services to the Debtors;

   -- assisting the Debtors in internal reporting initiatives;

   -- providing staff assistance in connection with a special
      investigation at the Debtors' HD Flint Facility;

   -- assisting the Debtors in developing transfer prices on
      certain transactions between the Debtors' related party
      affiliates in the U.S. and Canada; and

   -- assisting the Debtors with improving the financial close,
      consolidation and management reporting processes, including
      but not limited to finance restructuring, corporate
      accounting follow-up review; division reviews; corporate
      accounting re-visit and validation; report preparation and
      project stakeholders reviews, and deliverables.

Judge Drain also approves the fees the Debtors propose to pay to
KPMG in connection with the firm's additional duties.

As reported in the Troubled Company Reporter on Nov. 20, 2006,
KPMG has agreed to apply a voluntary 25% discount for its fees for
international tax package improvement project services.
Consequently, the Debtors will pay KPMG these hourly rates
international tax improvement project services:

        Professional         Hourly Rate
        ------------         -----------
        Partner                 $470
        Senior Manager           375
        Manager                  265
        Senior Associate         210
        Associate                170

KPMG has agreed to apply a voluntary 40% discount to its internal
reporting fees.  The Debtors will pay KPMG these hourly rates for
internal fee reporting services:

        Professional         Hourly Rate
        ------------         -----------
        Partner                 $465
        Director                 450
        Manager                  432
        Senior                   315
        Staff                    231

KPMG has agreed to apply a voluntary 62.6% discount for its
special investigation fees.  The Debtors will pay KPMG's Senior
Associates an hourly rate of $140.

The Debtors will pay KPMG a Transfer Services Fee equal to the
lesser of (i) the fees represented by the actual time incurred to
complete the project at KPMG's standard hourly rates, or (ii)
$45,000.

KPMG has agreed to apply a voluntary 40% discount to its fees for
financial close, consolidation and management reporting processes.
The Debtors will pay KPMG these discounted hourly rates for
consolidation and management report processing services:

        Professional         Hourly Rate
        ------------         -----------
        Partner                 $480
        Director                 465
        Managing Director        465
        Senior Manager           450
        Manager                  435
        Senior Associate         300
        Associate                195

The Debtors will reimburse KPMG for all incurred necessary
expenses, including travel, lodging, meals, telephone,
videoconferencing, word-processing, graphics, and administrative
support.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--  
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELTA AIR: Board Rejects US Airways' Unsolicited Merger Proposal
----------------------------------------------------------------
Delta Air Lines outlined key reasons why its Board of Directors
rejected the unsolicited merger proposal made by US Airways on
Nov. 15, 2006, and concluded that the company's standalone Plan of
Reorganization will provide creditors with superior value as well
as a faster recovery and much greater certainty of execution.

After a thorough analysis, the Board concluded that the US Airways
proposal of $8.4 billion will result in substantially inferior
value for creditors compared with Delta's standalone Plan, which
is estimated by Delta's financial adviser, The Blackstone Group,
to have a consolidated equity value for the company of
approximately $9.4 billion to $12.0 billion.

Further, the Board determined that the US Airways proposal is
structurally flawed, because it:

   -- Has an unacceptably high risk of not achieving antitrust
      clearance because the US Airways proposal would harm
      consumers and communities;

   -- Has overwhelming labor issues precluding attainment of
      claimed synergies;

   -- Depends on achieving "synergies" that are premised on
      faulty economic assumptions;

   -- Saddles the company with a precariously high debt load;

   -- Would reverse Delta's progress and erode the value of the
      Delta brand; and

   -- Would expose Delta to merger-related risks.

US Airways continues to experience significant integration
problems and has not completed its prior, much smaller merger with
America West; it is not equipped to simultaneously integrate a
substantially larger company.

"Delta today is moving forward with a plan designed to provide
significant value to our creditors as well as customers, employees
and other key stakeholders on a timely basis," Delta chief
executive officer Jerry Grinstein said.

"By contrast, the US Airways proposal provides inferior value to
our standalone plan, is structurally flawed, and raises
overwhelming regulatory and labor issues that -- after a lengthy
delay -- are likely to prevent the proposed merger from being
completed.

"For these reasons, Delta's Board of Directors has unanimously
rejected the proposed transaction.  Instead, we will continue to
focus on creating value by building an airline that combines a
right-sized domestic network and a profitable and expanding
international presence with an best-in-class network cost
structure and a strong balance sheet."

The US Airways proposal is not in the best interest of Delta's
creditors and other stakeholders because:

   -- The proposal is not likely to be cleared by the Department
      of Justice because it would hurt consumers and communities.
      The proposed merger would substantially reduce competition
      because US Airways and Delta have an extremely high
      percentage of overlapping routes and hubs.  This creates
      major antitrust concerns and regulatory obstacles that
      would, at the very least, delay closing of this transaction
      for a considerable period and likely prevent the transaction
      from closing at all.

   -- Among other things, the merger would create approximately
      2,000 city pairs -- the relevant measure for DOJ analysis --
      where the combined airline would have a monopoly passenger
      share position of over 90%.

   -- The proposal would result in over 9,500 city pairs with
      reductions in competition that create a presumption of
      market power under DOJ merger guidelines.  Delta believes
      consumers have valid reason for concern, as pricing has gone
      up, not down, on approximately 6,600 US Airways routes
      following its merger with America West.

   -- The proposal would also reduce service for Charlotte,
      Atlanta, Pittsburgh, Salt Lake City, and New York-JFK, among
      others.  In 127 small communities throughout the nation, the
      merged company would be the dominant or monopoly carrier, a
      situation likely to result in increased fares.

   -- According to Delta's analysis, attempts to portray low-cost
      carriers as the cure-all to this concentration of market
      power are flawed because low-cost carriers have no presence
      in, and are unlikely to enter, more than 110 U.S. cities
      where the combined carrier would be the dominant carrier.

   -- In addition, the economics in those markets do not match
      those of other markets low-cost carriers have chosen to
      enter.

"A decrease in service, which is so central to the economics of
the US Airways proposal, would have a profound impact," Delta
chief operating officer Jim Whitehurst said.

"In many small communities that Delta or US Airways serve today,
this transaction would result in less service and higher fares.
For every market where US Airways lowered fares over the past
year, it has increased fares in almost four other markets.  Since
its merger with America West, US Airways has raised fares more
than its competitors have, with US Airways fares increased nearly
two times that of other network carriers."

Overwhelming labor issues would scuttle the proposed transaction.
Delta's employees are voicing their strong opposition to this
proposed transaction, and expressing their strong support for
Delta's standalone plan.

The Delta unit of the Air Line Pilots Association, the union
representing Delta's more than 6,000 pilots, has stated its view
that the US Airways proposal would violate the pilots' collective
bargaining agreement.

ALPA has publicly said -- and Delta agrees -- that provisions in
the Delta-ALPA contract would prohibit the combined company from
implementing the capacity reductions that are the economic
foundation of the proposed transaction.

Among other things, the contract would prohibit the reduction of
scheduled pilot block hours operated by Delta pilots below pre-
merger levels, which would make it impossible for the combined
company to reduce capacity by 10%.

ALPA and Delta also agree that the contract would prohibit the
combined company from paying the pilots not to fly.  In addition,
that and other restrictive provisions of the Delta-ALPA contract
would remain in effect for a far greater period of time than
presumed by US Airways.

The proposal's projected network and cost "synergies" are based on
deeply flawed economic assumptions.  Delta's analysis demonstrates
that US Airways' claimed $1.65 billion in synergies and financial
benefits from the proposed merger are significantly overstated.

US Airways has ignored major negative synergies -- "dis-synergies"
-- that previous transactions have proven will occur.

The issues resulting from US Airways' stated need to reduce the
network by 10% for the economics of its proposal to work are
likely insurmountable, including the loss of approximately 10,000
mainline jobs, 80 mainline aircraft, and nearly 100 regional
aircraft.

These measures would trigger significant dis-synergies in the form
of higher labor costs and creditor claims that would offset any
savings.

Merger-related fleet and facility rejections would create
incremental bankruptcy claims of more than $1 billion and delay
the company's emergence from Chapter 11 well into 2008 or beyond.

Additionally, one-time costs would exceed $1 billion.

Moreover, US Airways apparently has included in its estimates very
substantial cost savings that Delta has already achieved.

"We do not believe this proposal will create the most profitable
network carrier with the lowest labor costs as US Airways claims,"
Delta executive vice president and chief financial officer Edward
Bastian commented.

"Labor integration and fleet complexity alone would substantially
increase costs.  The proposal overestimates synergies while
downplaying the impact of trying to achieve them at the expense of
our people, the traveling public, and the communities we serve."

The combined company would be saddled with a precariously high
total debt load in a fragile industry.  Delta's analysis confirmed
that the proposal would result in approximately $23 billion in
total debt for the combined entity -- versus approximately
$10 billion in total debt for a standalone Delta when the Company
emerges from Chapter 11.

"If our industry has learned anything, it is that having a
precariously high level of debt on the balance sheet is not the
way to prudently run an airline, and that dealing with a huge debt
burden usually leads to poor employee relations and an inferior
product for customers.  One thing is certain: while US Airways
claimed synergies are illusory and transient, the debt is not,"
Mr. Bastian said.

US Airways' domestic-focused strategy and de-emphasis of premium
service would reverse Delta's progress and greatly dilute the
value of its brand.

US Airways' domestic-focused strategy, which is designed to
generate profits in the short term by reducing capacity in
existing markets and de-emphasizing the quality of the service
offering, is short-sighted and not in the best long-term interest
of Delta's customers and the communities it serves.

Delta continues to focus on its plan to pursue new international
market and revenue opportunities from the solid base of its right-
sized domestic network, an appropriate cost structure, and high
levels of customer service.

The quality of Delta's service would suffer if the US Airways
proposal were to go forward.

A J.D. Power and Associates survey in 2006 indicated that service
has suffered across the merged US Airways.  In that survey, US
Airways ranked last in aircraft condition and flight crew, and
next to last in reservations, boarding/deplaning/baggage, and in-
flight service, and third from last in customer service.

Delta, by contrast, remains at or near the top among network
carriers in every significant category, delivering on its
commitment to quality customer service.

US Airways continues to experience significant integration
problems and has not completed its prior, smaller merger.  It is
not equipped to simultaneously integrate a substantially larger
company.

The most recent US Airways Form 10-Q filing contains several
examples of problems in the integration of US Airways and America
West, including the following statements by US Airways:

"We have encountered complications and difficulties in integrating
some of the company's automated systems and have not completed
those integration efforts, including efforts to combine our two
computerized airline reservation systems..."

"(HP[America West]/US) face significant challenges in
consolidating functions, integrating their organizations,
procedures and operations in a timely and efficient manner and
retaining key Company personnel.  The integration has been and
will continue to be costly, complex and time consuming and
management will continue to devote substantial effort to that
integration and may have its attention diverted from ongoing
operational matters or other strategic opportunities..."

"Some of our unions have brought grievance arbitrations in the
context of the labor integration process.  Unions may bring
additional court actions or grievance arbitrations and may seek to
compel us to engage in the bargaining process..."

Delta observed that even now, 8 out of 9 labor agreements being
negotiated to cover the work groups of US Airways and America West
remain unsettled, months after the "completion" of the merger
between those two airlines.

Mr. Grinstein concluded, "We must not reverse direction.  We have
made great progress in our plan to deliver value to creditors,
quality service to customers and benefit all of our stakeholders.

"Now that Delta's Board of Directors and management have rejected
the US Airways proposal, we trust Doug Parker will keep his word
and cease pursuing his proposal so our respective organizations
can return to competing vigorously in the marketplace."

                         About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DELTA AIR: Files Standalone Plan & Disclosure Statement in S.D. NY
------------------------------------------------------------------
Delta Air Lines' Board of Directors has unanimously concluded that
the company's creditors, as well as its other stakeholders, are
best served by moving forward with the company's standalone Plan
of Reorganization.

Accordingly, the company filed its standalone Plan and a related
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York.  The company intends to emerge from
Chapter 11 in the spring of 2007.

The Disclosure Statement includes an overview of Delta's five-year
business plan, which is intended to enable Delta to maintain and
improve its competitive cost structure, to further strengthen its
financial position and to achieve a profitable, long-term future.

In particular, the business plan projects that Delta will achieve
significant increases in cash flow, operating margin and net
income, driven by the company's success in increasing revenue,
reducing costs and lowering debt.

The Disclosure Statement also includes a valuation analysis
prepared by Delta's financial advisor, The Blackstone Group, which
estimates a consolidated equity value for the Company of
approximately $9.4 billion to $12.0 billion.  These values would
result in a recovery for Delta's unsecured creditors of
approximately 63% to 80% of their allowed claims, subject to
certain assumptions and adjustments as detailed in the Plan.

Delta's Board of Directors, with the full support of the company's
management team, has unanimously rejected the unsolicited merger
proposal made by US Airways on Nov. 15, 2006.

The Board concluded that Delta's standalone Plan will provide the
company's creditors with superior value and greater certainty on a
much faster timetable than the US Airways proposal.

Delta says the US Airways proposal:

   -- is structurally flawed and cannot be executed as claimed due
      to overwhelming antitrust and labor issues;

   -- would harm consumers and communities due to its substantial
      anticompetitive effects;

   -- relies on claimed synergies that are premised on flawed
      economic assumptions;

   -- would burden the combined company with a precariously high
      debt load; and

   -- would reverse Delta's progress and erode the value of the
      Delta brand.

Finally, US Airways continues to experience significant
integration problems and has not completed its prior, smaller
merger with America West -- it is not equipped to simultaneously
integrate a substantially larger company.

"Our progress over the past year attests to the strength of the
Delta brand and the resolve of our 45,000 people who are
transforming this company through their hard work," Delta chief
executive officer Jerry Grinstein said.

"Delta is well along in the process of a top to bottom
transformation -- implementing changes that have made a vast
improvement in our performance.  Our plan for a fundamentally new
and different airline is working and is creating real value.  We
will emerge as a thoroughly new Delta that will be a strong global
carrier with a solid foundation for profitable growth in a highly
competitive environment."

                           Business Plan

Delta's business strategy touches all facets of its operations --
the destinations Delta will serve, the way Delta will serve its
customers, and the aircraft Delta will operate -- in order to earn
customer preference and continue to improve revenue performance.

The five-year business plan projects:

   -- Operating margins from 8.0% in 2007 to 10.5% in 2010;

   -- EBITDAR margins from 15.7% in 2007 to 17.8% in 2010 (EBITDAR
      is earnings before interest, taxes, depreciation,
      amortization and aircraft rent);

   -- Over 50% reduction in net long-term debt, from approximately
      $17 billion in 2005 to approximately $7.5 billion in 2007;
      and

   -- A return to profitability in 2007 and an increase in net
      income, after profit sharing, from approximately
      $500 million in 2007 to approximately $1.2 billion in 2010.

"Our business plan is designed to further build on the momentum we
have achieved through the successful implementation of our
restructuring initiatives," Delta executive vice president and
chief financial officer Edward Bastian said.

"The plan targets best-in-class cost performance which, coupled
with continued improvement in revenue performance, will generate
the cash flow necessary to reinvest in our operations.  The
strategy is also designed to enable Delta to generate the strong
and stable operating margins with a significantly improved balance
sheet necessary to enable us to weather future volatility in the
airline industry."

                      Restructuring Progress

In September 2005, Delta introduced a comprehensive restructuring
plan to realize $3 billion in annual financial improvements by the
end of 2007.  As of Sept. 30, 2006, the company had achieved 85%
of the $3 billion goal and had $2.8 billion of cash equivalents
and short-term investments.

As a result of its ongoing restructuring initiatives, Delta has
considerably strengthened its financial condition, with
performance among the best in the industry.

Key milestones achieved in the past year include the following:

   -- For the first nine months of 2006, Delta's length of haul
      adjusted passenger unit revenue increased 19% versus the
      prior year.  During the same period, the rest of the airline
      industry's passenger unit revenue increased 12.6% versus the
      prior year.

   -- Delta achieved the lowest cost structure of network carriers
      and continued to close the gap with low-cost carriers during
      the third quarter of 2006.

   -- Delta was ranked in the top two of all network carriers in
      overall customer service by J.D. Power and Associates in
      2006.  In the survey, the company ranked first for customer
      services across three metrics -- aircraft
      condition/cleanliness, boarding/deplaning/baggage, and
      flight crew.

   -- Delta has announced the recall of more than 1,250 flight
      attendants, approximately 330 pilots, and 900 maintenance
      employees.

"Customers are choosing Delta in increasingly greater numbers due
to the many in-flight and on-the-ground product and service
enhancements that are making our airline even more convenient and
enjoyable," Delta chief operating officer Jim Whitehurst said.

"Having right-sized our domestic capacity, we continue to
implement a profitable global expansion.  We now serve more
destinations than any other carrier, with Delta and Delta
Connection providing service to more than 300 airports worldwide.
In 2006, Delta added nearly 70 new international routes while
increasing passenger unit revenues -- a remarkable feat given the
significant capacity we added to those markets.  We will continue
our profitable international expansion in 2007."

                      Plan of Reorganization

The Disclosure Statement includes an overview of Delta's
restructuring progress and other information about the company, a
description of distributions to creditors and an analysis of the
Plan's feasibility, as well as many of the technical matters
required for the Chapter 11 exit process, such as descriptions of
who will be eligible to vote on the Plan and the voting process.

Under the Plan, unsecured creditors generally will receive
distributions of new Delta common stock to settle their claims.
Current holders of Delta common stock will receive no
distribution, and those securities will be canceled upon the
effective date of the Plan.

Delta has said for some time that the company expected its common
stock would not have any value under any Plan of Reorganization
the company might propose.

The Plan contemplates rolling Delta's debtor-in-possession
financing of approximately $2.1 billion into a new financing
package that would go into effect when Delta emerges from
Chapter 11.

Delta has received multiple proposals with competitive terms and
conditions for this exit financing.

Court approval of the adequacy of the Disclosure Statement will
allow Delta to begin solicitation of votes for confirmation of the
Plan of Reorganization.

A full-text copy of Delta's Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?175d

A full-text copy of Delta's standalone reorganization plan is
available for free at http://ResearchArchives.com/t/s?175f

Full-text copies of the exhibits to Delta's Disclosure Statements
are available for free at http://ResearchArchives.com/t/s?1760

                        US Airways Proposal

The company outlined several concerns that Delta's Board and
management believe pose insurmountable hurdles to the proposed US
Airways transaction, including:

   -- The transaction is not likely to receive antitrust clearance
      from regulators because it would negatively impact consumers
      and their communities.  The US Airways proposal would be
      subject to a lengthy Department of Justice review process,
      during which Delta would be forced to remain in bankruptcy.

   -- There are overwhelming labor issues that would preclude the
      combination from attaining the claimed synergies.  The Delta
      unit of the Air Line Pilots Association, the union
      representing Delta's more than 6,000 pilots, has said -- and
      Delta agrees - that Delta's pilot contract would prohibit
      the combined company from implementing capacity reductions
      that US Airways asserts are the economic foundation of the
      proposed transaction.

   -- The flawed economic assumptions underpinning the "synergies"
      in the US Airways proposal would result in vastly lower
      value than US Airways claims.

   -- The combined company would have the highest total debt load
      in the airline industry -- approximately $23 billion --
      which would seriously limit its financial flexibility and
      ability to withstand the volatility of the industry.

   -- The proposal's domestic-focused strategy, which calls for a
      significant reduction in service and would result in a
      decline in service quality, would reverse Delta's progress
      and erode the value of its brand.

   -- US Airways continues to experience significant integration
      problems and has not completed its prior, smaller merger
      with America West.  It is not equipped to simultaneously
      integrate a substantially larger company.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DELTA AIR: US Airways Comments on Delta's Standalone Ch. 11 Plan
----------------------------------------------------------------
US Airways Group Inc. commented on the release of Delta Air Lines
Inc.'s standalone plan for its Chapter 11 restructuring.

"We have always expected that Delta would file a standalone plan
with the Bankruptcy Court.  This plan will provide Delta creditors
with a benchmark against which to evaluate the competing proposals
and we welcome that comparison.  This is an important step in a
process that we believe will result in the merger of US Airways
and Delta," US Airways' chairman and chief executive officer Doug
Parker said.

"Combining US Airways and Delta will create at least $1.65 billion
in annual synergies beyond the value that could be created by any
standalone plan.  These synergies come on top of the certainty of
$4 billion in cash and the upside potential of 78.5 million shares
of US Airways stock.  These shared synergies will benefit all
shareholders in the 'New' Delta.  Factoring the synergy benefits
into our offer, the current value of our proposal is significantly
greater than the value of Delta's standalone plan.

"We remain a disciplined and determined bidder for Delta.  We
continue to work productively with the Creditors Committee and the
Ad Hoc Bondholders Committee.  Finally, we recognize and
appreciate the creditors' ultimate authority in this process," Mr.
Parker added.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DURA AUTOMOTIVE: Says Utilities are Adequately Assured
------------------------------------------------------
The Honorable Kevin J. Carey of U.S. Bankruptcy Court for the
District of Delaware granted, on an interim basis, the request of
DURA Automotive Systems Inc. to:

     (i) prohibit utility companies from altering, refusing, or
         discontinuing any utility services to the Debtors;

    (ii) determine that utility companies have adequate assurance
         of payment within the meaning of Section 366 of the
         Bankruptcy Code, without the need for payment of
         additional deposits or security; and

   (iii) establish the procedures for resolving requests by
         utility companies for additional or different assurances
         of future payment.

In the operation of their facilities, the Debtors incur utility
expenses for water, sewer service, electricity, natural gas, and
telephone service in the ordinary course of business.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, discloses that as of October 26, 2006,
approximately $700,000 in utility costs were outstanding, and the
Debtors do not owe any past due amounts.

Mr. Collins informs the Court that should the utility companies
refuse or discontinue service, even for a brief period, the
Debtors' business operations will be severely disrupted.  An
interruption of utility services would negatively impact the
Debtors' business operations, customer relationships, revenue and
profits, seriously jeopardizing the Debtors' reorganization
efforts.

                    Proposed Adequate Assurance

The Debtors propose to provide an interim adequate assurance to
the utility companies by making a deposit equal to two weeks of
utility service, calculated as a historical average over the past
12 months, to those utility companies with average monthly service
charges of $500 or greater.

Based on a review of the their books and records, the Debtors
believe that with respect to those utility companies with average
monthly service charges less than $500 -- the De Minimis Providers
-- all accounts are current and no Prepetition amounts are owed.
Accordingly, the Debtors propose to provide notice to the De
Minimis Providers that they will not receive an adequate assurance
deposit unless agreed to by the Debtors or ordered by the Court.

                Requests for Additional Assurances

Pursuant to Section 366 of the Bankruptcy Code, for the first 30
days after the bankruptcy filing, a utility is barred from
discontinuing service to a debtor solely on the basis of the
bankruptcy filing or the non-payment of a prepetition debt.
Following that period, however, utilities may discontinue services
if the debtor does not provide adequate assurance of future
performance of its postpetition obligations.

The Debtors are concerned that the utility companies may
discontinue service, without warning, 30 days after the bankruptcy
filing, if they claim they have not yet received a "satisfactory"
adequate assurance payment.

Accordingly, the Debtors propose they will entertain requests for
additional adequate assurance in the form of a deposit or other
security, subject to these procedures:

    (a) The request must be in writing and set forth:

        (1) the location for which the utility services are
            provided,

        (2) a summary of the Debtors' payment history relevant to
            the affected accounts, including any security
            deposits; and

        (3) explanation why the utility company believes the
            proposed adequate assurance is not sufficient
            adequate assurance of future payment;

    (b) The request for additional adequate assurance must be
        served on the Debtors on these three addresses to be
        deemed valid:

          * Dura Automotive Systems, Inc.
            2791 Research Drive
            Rochester Hills, Michigan 48309
            Attn: Keith Marchiando

          * Counsel to the Debtors
            Kirkland & Ellis LLP
            200 East Randolph Drive
            Chicago, Illinois 60601
            Attn: Roger J. Higgins and Ryan B. Bennett

          * Office of the United States Trustee
            for the District of Delaware
            844 King Street
            Suite 2207, Lockbox 35
            Wilmington, Delaware 19801

    (c) If a utility company timely files a request that the
        Debtors believe is unreasonable, the Debtors will file a
        motion for determination of adequate assurance of payment
        and schedule a hearing as soon as practicable after
        receiving the request and discussing the request with the
        utility company; and

    (d) Any utility company that does not timely file a request
        will be prohibited from discontinuing, altering, or
        refusing service to the Debtors and will be deemed to
        have adequate assurance.

                 Utilities Covered in the Request

The Debtors have identified more than 125 utility companies that
provide them with services through over 350 accounts.  They
reserve the right to identify additional utilities.

A 24-page list of Dura's Utility Service Providers is available
for free at http://ResearchArchives.com/t/s?1734

The Debtors will serve a copy of the Utility Injunction Order to
all the utility companies.

Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq:
DRRA) -- http://www.DURAauto.com/-- is an independent designer
and manufacturer of driver control systems, seating control
systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Wants De Minimis Claims Settlement Protocol OK'd
-----------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
uniform procedures for settling certain de minimis claims and
causes of action brought by or against the Debtors in a judicial,
administrative, arbitral, or other proceeding.

The Debtors propose to settle De Minimis Claims that do not exceed
$1,000,000.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, explains that the Debtors seek the
authority to negotiate and determine prepetition claim amounts of
the De Minimis Claims, not the authority to make payment or
distributions on account of those claims.

According to Mr. DeFranceschi, in the ordinary course of business,
the Debtors may hold various claims and causes of action against
third parties, and third parties may hold claims against the
Debtors, that they have asserted or will assert through
litigation, administrative action or arbitration in appropriate
forums.  The Debtors' creditor matrix contains approximately
85,000 parties.

Mr. DeFranceschi asserts that if the Debtors had to obtain prior
Court approval to settle each De Minimis Claim, they would incur
significant costs associated with preparing, filing and serving
separate motions for each proposed settlement, especially
considering the expected number of parties that will request
notice and service papers in the Debtors' Chapter 11 cases.

Accordingly, the Debtors propose to establish omnibus procedures
that will allow them to enter into settlements on a more cost-
effective and expeditious basis while preserving an oversight
function for key parties-in-interest.

               Proposed Omnibus Settlement Procedures

    (a) With respect to any settled amount equal to or less than
        $250,000, the affected Debtor may agree to settle a claim
        or cause of action on any reasonable terms.  The Debtor
        may enter into, execute and consummate a written
        settlement agreement that will be binding on it and its
        estate without notice to any third party or further Court
        action;

    (b) With respect to any settled amount greater than $250,000
        but does not exceed $1,000,000, the Debtor may agree to
        settle the claim or cause of action only if it provides
        written notice to, and the terms are not objected by:

          * the United States Trustee for the District of
            Delaware;

          * counsel to the agent for the Debtors' prepetition
            first lien secured lenders;

          * counsel to the agent for the Debtors' postpetition
            second lien secured lenders;

          * counsel to the ad hoc committee of senior subordinated
            noteholders; and

          * any official committee appointed by the U.S. Trustee
            in the Debtors' Chapter 11 cases;

    (c) If any of the notice parties objects to any settlement
        agreement, and the affected Debtor still desires to enter
        into agreement with the settling party, the execution of
        the settlement will not proceed except upon:

          * resolution of the objection by the parties; and

          * further Court order after a hearing; and

    (d) any settlement unauthorized pursuant to the proposed
        Omnibus Procedures or to any Court order will be
        authorized only upon separate Court order on a motion of
        the appropriate Debtor served on the necessary parties-in-
        interest.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EMPIRE GLOBAL: Posts $281,427 Net Loss in 2006 Third Quarter
------------------------------------------------------------
Empire Global Corp. reported a $281,427 net loss on $169,049 of
revenues for the quarter ended Sept. 30, 2006, compared with a
$104,572 net loss on $230,850 of revenues for the same period in
2005.

The increase in net loss is primarily due to the decrease in
revenues and the increase in general and administrative expenses,
particularly professional fees and business development expenses.

Rental income decreased approximately 26.8% or by $61,801 to
$169,049 for the three months ended Sept. 30, 2006 as compared to
the same period in the prior year.  The decrease was a result of
the disposition of rental units at 3025 Kennedy Road over the last
two quarters.

General and administrative expenses increased to $376,097
resulting from the payment of fees due to contractors for
providing services to the company over the period from September
2005 to September 2006, as well as additional legal and accounting
fees incurred over the period covered by this report as a result
of the action taken against the company in the Court of Chancery
of the State of Delaware.  Utility rates, taxes and depreciation
had a significantly lower impact on this increase than in previous
quarters.

At Sept. 30, 2006, the company's balance sheet showed $8.3 million
in total assets, $7 million in total liabilities, and $1.2 million
in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $416,958 in total current assets available
to pay $2.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements are available for free at:

                http://researcharchives.com/t/s?1747

                        Going Concern Doubt

SF Partnership, LLP, in Toronto, Canada, raised substantial doubt
about Empire Global Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31 2005, and 2004.  The auditor pointed to
the company's recurring losses from operations and working capital
deficit.

                       About Empire Global

Empire Global, Corp. (OTCBB: EMGL) is a holding company engaged in
the acquisition and operation of revenue producing real estate
properties that have a good prospect for growth.  The company
specializes in the investment, development and operation of
revenue producing properties that service commercial business
tenants, hotel, tourism and leisure travel business operators
internationally.  The company owns one rental property at 501
Alliance Avenue in Toronto, Ontario, Canada.


EPOD INTERNATIONAL: Posts $1.8 Million Net Loss in Third Quarter
----------------------------------------------------------------
Epod Intenational Inc. reported a $1.8 million net loss on $21,084
of sales for the quarter ended Sept. 30, 2006, compared to a
$316,970 net loss for the same period in 2005.  The company had no
revenue in the third quarter of 2005.

The increase in net loss is due to the $35,849 increase in
operating expenses and financing costs of $1.4 million in the
current quarter.  The $1.4 million financing cost represents
advances from a director and shareholder amounting to $1 million
which was converted to 25 million restricted common shares, based
on the share price as of the date of the conversion.

At Sept. 30, 2006, the company's balance sheet showed $1.4 million
in total assets and $1.8 million in total liabilities, resulting
in a $424,570 total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.2 million in total current assets
available to pay $1.8 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?174d

                        Going Concern Doubt

Williams & Webster, P.S., expressed substantial doubt about Epod
International Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's substantial operating losses, limited cash resources and
negative working capital.

                      About Epod International

Epod International Inc. (OTCBB: EPOI) -- http://www.epodinc.com/
-- is in the process of developing and producing innovative energy
management and electronic technology with the intent to license
and sell such products and technology.


FERRO CORP: Board Declares 14.5 Cents per Share Dividend
--------------------------------------------------------
The Board of Directors of Ferro Corporation has declared a regular
quarterly dividend of 14.5 cents per share of common stock.  The
dividend is payable on March 9, 2007 to shareholders of record on
Feb. 15, 2007.

                         About Ferro Corp

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE) --
http://www.ferro.com/-- supplies technology-based performance
materials for manufacturers.  Ferro materials enhance the
performance of products in a variety of end markets, including
electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  The Company has approximately 6,800
employees globally.

                         *     *     *

Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remains on CreditWatch with negative implications, where they were
placed Nov. 18, 2005.


FERRO CORP: Board Elects James F. Kirsch as Chairman and CEO
------------------------------------------------------------
The Board of Directors of Ferro Corporation has elected James F.
Kirsch as Chairman, President and Chief Executive Officer.  Mr.
Kirsch had been President and Chief Executive Officer at the
Company since December 2005. He joined Ferro in 2004 as President
and Chief Operating Officer.

Before coming to Ferro, Mr. Kirsch served as President of Premix
Inc. and Quantum Composites, Inc.  From 2000 through 2002, he
served as President and Director of Ballard Generation Systems and
Vice President for Ballard Power Systems in Burnaby, British
Columbia, Canada.  Mr. Kirsch launched his career at The Dow
Chemical Company, where he spent 19 years in a variety of roles,
culminating in the position of Global Vice President of
Electrochemicals.

                        About Ferro Corp

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE) --
http://www.ferro.com/-- supplies technology-based performance
materials for manufacturers.  Ferro materials enhance the
performance of products in a variety of end markets, including
electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  The Company has approximately 6,800
employees globally.

                         *     *     *

Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remains on CreditWatch with negative implications, where they were
placed Nov. 18, 2005.


FIRST FRANKLIN: Poor Performance Cues S&P' Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed securities issued by several First
Franklin Mortgage Loan Trust transactions.

Of the lowered ratings, one was placed on CreditWatch with
negative implications, two remain on CreditWatch negative, and two
were removed from CreditWatch negative.  In addition, three other
ratings were placed on CreditWatch with negative implications.  At
the same time, 36 ratings from these First Franklin Mortgage Trust
transactions were affirmed.

The downgrades and CreditWatch placements are based on pool
performance that has allowed credit support to begin to erode.
Monthly realized losses in these transactions have been exceeding
monthly excess interest for most of the past six months, causing
the overcollateralization levels to fall below their targets.
In addition, projected losses, based on the delinquency pipeline,
suggest that this trend could continue.

Standard & Poor's will closely monitor the performance of the
transactions with ratings on CreditWatch.  If monthly losses
decline to a point at which they no longer outpace monthly excess
interest and the level of O/C has not been further eroded,
Standard & Poor's will affirm the ratings and remove them from
CreditWatch.  Conversely, if losses continue to outpace excess
interest, and the levels of O/C continue to decline, further
negative rating actions can be expected.

The removal of the two ratings from CreditWatch was based on the
ratings downgrade to 'CCC'.  According to Standard & Poor's
surveillance practices, classes of certificates or notes from RMBS
transactions with ratings lower than 'B-' are no longer eligible
to be on CreditWatch.

The rating affirmations are based on credit support percentages
that are sufficient to maintain the current ratings on the
securities.  Credit support for these transactions is provided by
a combination of excess spread, O/C, and subordination.

As of the Nov. 25, 2006, distribution date, cumulative losses in
these transactions ranged from 1.21% to 2.25% of the original pool
balances.  Ninety-plus-day delinquencies ranged from
14.62% to 23.51% of the current pool balances.

The underlying collateral in these transactions consists of pools
of fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.  The
transactions denoted with an "H" in the series consist of first-
lien mortgages with LTV that generally exceed 90%.  These
mortgages were originated or purchased by First Franklin Financial
Corp. in accordance with guidelines that target borrowers with
less-than-perfect credit histories.  The guidelines are intended
to assess both the borrowers' ability to repay the loan and the
adequacy of the value of the property securing the mortgage.

               Ratings Placed On Creditwatch Negative

                  First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
         Series        Class         To               From
         ------        -----         --               ----
         2001-FF2      M-3           BBB/Watch Neg    BBB
         2004-FFH1     M-9           BBB-/Watch Neg   BBB-
         2004-FFH2     B-2           BB/Watch Neg     BB

         Ratings Lowered And Placed On Creditwatch Negative

                  First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
         Series        Class         To               From
         ------        -----         --               ----
         2004-FFH1     B             B+/Watch Neg     BB+


        Ratings Lowered And Remaining On Creditwatch Negative

                  First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
         Series        Class       To               From
         ------        -----       --               ----
         2003-FFH1     M-5         B/Watch Neg      BB/Watch Neg
         2003-FFH2     M-6         B/Watch Neg      BB/Watch Neg


        Ratings Lowered And Removed From Creditwatch Negative

                  First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
         Series        Class       To                From
         ------        -----       --                ----
         2003-FFH1     M-6         CCC               B/Watch Neg
         2003-FFH2     B           CCC               B+/Watch Neg

                        Ratings Affirmed

                First Franklin Mortgage Loan Trust

          Series      Class                        Rating
          ------      -----                        ------
          2001-FF2    A-1, A-2, M-1                AAA
          2001-FF2    M-2                          A+
          2003-FFH1   M-1                          AA
          2003-FFH1   M-2                          A
          2003-FFH1   M-3                          A-
          2003-FFH1   M-4                          BBB+
          2003-FFH1   B-1                          CCC
          2003-FFH2   M-1A, M-1B                   AA
          2003-FFH2   M-2                          A
          2003-FFH2   M-3                          A-
          2003-FFH2   M-4                          BBB+
          2003-FFH2   M-5                          BBB/Watch Neg
          2004-FFH1   M-1                          AA+
          2004-FFH1   M-2                          AA
          2004-FFH1   M-3                          AA-
          2004-FFH1   M-4                          A+
          2004-FFH1   M-5                          A
          2004-FFH1   M-6                          A-
          2004-FFH1   M-7                          BBB+
          2004-FFH1   M-8                          BBB
          2004-FFH2   A-1, A-3, A-4                AAA
          2004-FFH2   M-1                          AA+
          2004-FFH2   M-2                          AA
          2004-FFH2   M-3                          AA-
          2004-FFH2   M-4                          A+
          2004-FFH2   M-5                          A
          2004-FFH2   M-6                          A-
          2004-FFH2   M-7                          BBB+
          2004-FFH2   M-8                          BBB
          2004-FFH2   M-9                          BBB-
          2004-FFH2   B-1                          BB+


FISHER OLDSMOBILE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fisher Oldsmobile, Inc.
        dba Fisher Chevrolet
        358 South Washington Avenue
        Bergenfield, NJ 07621

Bankruptcy Case No.: 06-22382

Type of Business: The Debtor is a dealer of Chevrolet & Nissan
                  vehicles.  See http://www.shopfisher.com/en_US/

Chapter 11 Petition Date: December 11, 2006

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Daniel Stolz, Esq.
                  Leonard C. Walczyk, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Avenue, Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  Fax: (973) 467-8126

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
State of New Jersey                Sales Taxes           $420,000
Sales & Use Tax
CN 999
Trenton, NJ 08625-0999

John G. Fisher                     Shareholder Loans     $375,000
56 Dumont Avenue
Dumont, NJ 07628

TD Banknorth, N.A.                 Line of Credit        $147,500
1000 MacArthur Boulevard
Mahwah, NJ 07430

Chase Auto Finance                 Payoff on              $93,000
900 Stewart Avenue                 traded vehicle
Garden City, NY 11530-4891

Scott Straight                     Breach of Contract     $50,000
283 Woodland Avenue
Wyckoff, NJ 07481

GMAC                               Wholesale payoff re    $36,622
                                   2004 Trailblazer &
                                   2007 Impala

The Magna Group                    Trade Debt             $28,022

Richele Neal                       Payoff on              $22,898
                                   traded vehicle

D. Lewis                           Payoff on              $22,661
                                   traded vehicle

ADP Dealer Services                Trade Debt             $22,019

Gun Hwa Bae                        Payoff on              $19,033
                                   traded vehicle

Wayne Murray                       Payoff on              $14,908
                                   traded vehicle

Hector Espada                      Payoff on              $13,610
                                   Traded vehicle

United Dealer Services, LLC        Trade Debt             $13,074

Rayna Hewitt                       Payoff on              $12,869
                                   traded vehicle

Showcase Publication               Trade Debt             $12,347

Schiller & Pittenger, P.C.         Legal services         $10,905

120 Woodbine Street                Parking Lot            $10,500
                                   rental charges

Citicorp Vendor Finance            Lease                   $8,920

United Service Workers Union       Union Dues and          $7,872
                                   Contributions to
                                   Benefit plans


FOSS MANUFACTURING: CGLIC Wants Case Converted to Chapter 7
-----------------------------------------------------------
Connecticut General Life Insurance Company, a priority creditor of
Foss Manufacturing Company, Inc., nka Felt Manufacturing Company,
Inc., asks the U.S. Bankruptcy Court for the District of New
Hampshire to convert the Debtor's Chapter 11 case to a Chapter 7
liquidation proceeding.

CGLIC tells the Court that the Pension Benefit Guaranty Corp.
filed multiple proofs of claim in this case and a portion of one
of its claims is secured as a tax lien under the U.S. Internal
Revenue Code for the Debtor's missed contributions to a pension
plan.  CGLIC discloses that the lien is based on Section 412(n)(5)
of Title 26 of the U.S. Code and amounts to $1,289,631.

CGLIC contends that Chapter 7, Section 724(b)(2) and 724(b)(3) of
the Bankruptcy Code would mandate that the estate property that is
subject to the Section 412(n)(5) lien be used to satisfy claims
defined under Section 507(a)(1) through 507(a)(7) of the
Bankruptcy Code, before PBGC's claim.

CGLIC further contends that converting the case to a Chapter 7
liquidation is in the best interest of the creditors and the
estate.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc., nka Felt Manufacturing Company, Inc. --
http://www.fossmfg.com/-- is a producer of engineered, non-woven
fabrics and specialty synthetic fibers, for a variety of
applications and markets.  The Company filed for chapter 11
protection on Sept. 16, 2005 (Bankr. D. N.H. Case No. 05-13724).
Andrew Z. Schwartz, Esq., at Foley Hoag LLP represented the
Debtor.  Beth E. Levine, Esq., at Pachlski, Stang, Zieh, Young,
Jones & Weintraub represents the Official Committee of Unsecured
Creditors.  The Court appointed Patrick J. O'Malley as the
Debtor's Chapter 11 Trustee and lawyers from Hanify & King,
Perkins, Smith & Cohen, LLP, and Mintz, Levin, Cohn, Ferris
represent the Chapter 11 Trustee.  When the Debtor filed for
protection from its creditors, it listed $49,846,456 in assets and
$53,419,673 in debts.


FREMONT HOME: Moody's Rates Class M10 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Fremont Home Loan Trust 2006-E and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Fremont Mortgage Securities Corporation.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest-rate swap agreement provided by Lehman Brothers
Special Financing Inc.

Moody's expects collateral losses to range from 5.35% to 5.85%.

Fremont Investment & Loan will service the mortgage loans and
Wells Fargo Bank, National Association will act as master
servicer.  Moody's has assigned Fremont its servicer quality
rating of SQ3+ as a servicer of subprime mortgage loans.

Moody's has assigned Wells Fargo its servicer quality rating of
SQ1 as a master servicer of mortgage loans.

These are the rating actions:

   * Fremont Home Loan Trust 2006-E

   * Mortgage-Backed Certificates, Series 2006-E

                     Class 1-A1, Assigned Aaa
                     Class 2-A1, Assigned Aaa
                     Class 2-A2, Assigned Aaa
                     Class 2-A3, Assigned Aaa
                     Class 2-A4, Assigned Aaa
                     Class M1, Assigned Aa1
                     Class M2, Assigned Aa2
                     Class M3, Assigned Aa3
                     Class M4, Assigned A1
                     Class M5, Assigned A2
                     Class M6, Assigned A3
                     Class M7, Assigned Baa1
                     Class M8, Assigned Baa1
                     Class M9, Assigned Baa2
                     Class M10,Assigned Ba1


FUTURE MEDIA: Court Continues Liquidation Plan Hearing to Feb. 7
----------------------------------------------------------------
The U.S Bankruptcy Court for the Central District of California
will continue the hearing of Future Media Productions Inc.'s
Chapter 11 Plan of Liquidation on Feb. 7, 2007, at 10:00 p.m.

                       Overview of the Plan

As reported in the Troubled Company Reporter on Aug. 31, 2006, the
Debtor's primary assets are cash being maintained by the Debtor
and potential recoveries from Estate Claims.

As of May 31, 2006, the Debtor's cash on hand was approximately
$1.6 million, including the $50,000 GE Capital Reserve.

The Debtor explained that the gross potential recoveries from
Estate Claims is unknown because it is still in the process of
investigating the Estate Claims.

The cash on hand and the Estate Claims Recovery, referred to as
Plan Funds, will be distributed to the creditors in accordance
with the priorities under the Bankruptcy Code.

                        Treatment of Claims

Under the Debtor's Plan, all Administrative Claims will be paid in
full out of the Administrative Fee Reserve on the later of:

   a) the Effective Date; or

   b) the date of the Court allows any administrative claim.

Holders of Priority Tax Claims will receive in full payment on the
later of:

   a) the Effective Date; or

   b) the date of the entry of a final order resolving the
      Debtor's objection to any claim if an objection is filed.

Each holder of Allowed Secured and Unsecured Claims will be paid
in full.

All Priority Unsecured Claim Holders totaling $260,989 will
receive payment from the Plan Funds on the later of:

   a) the Effective Date; or

   b) if an objection to a particular Employee Claim is filed or
      if that claim was scheduled as unknown, contingent,
      unliquidated or disputed, entry of a final order allowing
      that claim.

Holders of Allowed General Unsecured Claims will be paid on a pro
rate share after all allowed administrative claims and priority
claims have been paid in full.

Equity Interest Holders will be cancelled.

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed.  When the Debtor filed for protection from its
creditors, it listed $12,370,783 in total assets and $30,650,669
in total debts.


FUTURE MEDIA: U.S. Trustee Appoints Three-Member Committee
----------------------------------------------------------
The U.S. Trustee for Region 16 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Future Media
Production Inc.'s chapter 11 case:

   1. William f. Kimball
      333 Second Avenue, South, Suite 703
      Minneapolis, MN 55401
      Tel: (612) 335-2512

   2. Paula Nelson
      President
      Diamond Broadcasting
      1017 Front Street, 2nd Floor
      Sacramento, CA 95814
      Tel: (916) 553-3000

   3. Richard Conway
      c/o Babette Ceccotti
      AFTRA
      260 Madison Avenue
      New York, NY 10016
      Tel: (212) 356-0227

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  Jeremy V. Richards, Esq., and Hamid R. Rafatjoo, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub LLP represent
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it listed $12,370,783
in total assets and $30,650,669 in total debts.  (Troubled
Company Reporter Vol. 10, No. 208).


GALLERIA INVESTMENTS: Hires Professional Accounting as Accountant
-----------------------------------------------------------------
The Honorable Paul W. Bonapfel of U.S. Bankruptcy Court for the
Northern District of Georgia in Atlanta has authorized Galleria
Investments, LLC, to employ Professional Accounting Tax Services,
PC, as its tax accountants, nunc pro tunc to Oct. 27, 2006.

Professional Accounting will assist the Debtor in preparing tax
returns.  The firm will also provide other additional accounting
services.  The firm will charge the Debtor at these rates:

       Professional                    Hourly Rate
       ------------                    -----------
       Keith Eum                          $150
       Staff I                            $110
       Administrative Staff                $45

Mr. Eum assures the Court that his firm does not hold any interest
adverse to the Debtor and is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Decatur, Georgia, Galleria Investments, LLC,
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  G. Frank Nason, IV, Esq., at Lamberth Cifelli
Stokes & Stout, P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


GAMESTOP CORP: S&P Holds Corporate Credit Rating at B+
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on video
game retailer GameStop Corp. to positive from stable.

The ratings on the Grapevine, Texas-based company, including the
'B+' corporate credit rating, were affirmed.

"The outlook revision is based on the company's successful
integration of EB Games and strengthened cash flow protection
measures as a result of its good operating performance and debt
reduction," said Standard & Poor's credit analyst Diane Shand.

Total debt to EBITDA declined to 3.8x for the 12 months ended Oct.
28, 2006, from 4.6x after the EB Games merger.

Standard & Poor's expects debt to gradually decline over the next
few years as GameStop uses its good cash flow generating
capabilities to pay down debt.

The ratings on GameStop reflect its participation in the highly
competitive video game and PC entertainment software industry and
the cyclical and seasonal nature of the industry.  These risks are
partially offset by the company's good market position and
geographic diversity.

Industry fundamentals are good.  Growth has been driven by higher
penetration of game systems and expanding demographics.  Favorable
demographics and an increasing installed base should enable the
industry to grow at a 17% annual rate over the next three years.
Still, the industry is cyclical, with a lot of variance in
hardware pricing through the life cycle of a game system.


GENESIS AIRCRAFT: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Genesis Aircraft Support, Inc.
        1910 West Airfield Drive
        Building B, Suite 350
        NFW Airport, TX 75761
        Tel: (972) 488-1615

Bankruptcy Case No.: 06-35454

Type of Business: The Debtor manufactures aircraft parts and
                  equipment.

Chapter 11 Petition Date: December 5, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Kell C. Mercer, Esq.
                  Stephanie J. Ward, Esq.
                  Brown McCarroll, LLP
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: (512) 479-9749
                  Fax: (512) 479-1101

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors (no addresses provided):

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aero Houston East, L.P.            Landlord              $301,971

Strasburger & Price LLP            Legal Fees            $100,192

AMB Fund I Sub OP, L.P.            Rent                   $56,647

Michael S. Narsete, P.C.           Legal Fees             $24,665

Eagle Global Logistics             Trade Debt             $17,202

Hein & Associates, LLP                                    $14,039

Sun Coast Resources, Inc.                                 $11,629

American Express                                          $10,753

Citicorp Leasing, Inc.             Equipment Lease         $8,967

Aflac                              Trade Debt              $8,641

Aero DFW East, L.P.                Landlord                $7,891

Porte Brown, LLC                   Trade Debt              $6,650

Texas International Express        Trade Debt              $5,988

Menzies Aviation Group USA, Inc.                           $5,012

Amerigas - DFW                     Trade Debt              $4,296

LSG Sky Chefs                      Trade Debt              $4,113

TLD America                                                $3,715

Nextel                                                     $2,973


GLOBAL POWER: Committee Hires Landis Rath as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors appointed in Global
Power Equipment Group Inc. and its debtor-affiliates' chapter 11
cases, to employ Landis Rath & Cobb LLP as its Delaware counsel.

Landis Rath is expected to:

   a) render legal advice with respect to the Committee's powers
      and duties and other participants in the Debtors' cases;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operation of the Debtors' businesses and any
      other matter relevant to the Bankruptcy case, as and to the
      extent that matters may affect the Debtors' creditors;

   c) participate in negotiations with parties-in-interest with
      respect to any disposition of the Debtors' assets, plan of
      reorganization and disclosure statement in connection with
      the plan, and otherwise protect and promote the interests of
      the Debtors' unsecured creditors;

   d) prepare all necessary applications, motions, answers,
      orders, reports and papers on behalf of the Committee, and
      appear on behalf of the Committee at Court hearings as
      necessary and appropriate in connection with the Bankruptcy
      case;

   e) render legal advice and perform legal services; and

   f) perform all other necessary legal services in connection
      with the Bankruptcy case, as may be requested by the
      Committee.

The firm's professionals bill:

          Professional              Designation        Hourly Rate
          ------------              -----------        -----------
          Adam G. Landis, Esq.      Partner               $480
          Richard S. Cobb, Esq.     Partner               $400
          Kerri K. Mumford, Esq.    Associate             $250

Mr. Landis assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A., represent
the Debtors.  The Official Committee of Unsecured Creditors
appointed in the Debtors' cases has selected Landis Rath & Cobb
LLP as its counsel.  As of Sept. 30, 2005, the Debtors reported
total assets of $381,131,000 and total debts of $123,221,000.  The
Debtors' exclusive period to filed a chapter 11 plan expires on
Jan. 26, 2007.


GLOBAL POWER: Section 341 Meeting Continues Tomorrow
----------------------------------------------------
The U.S. Trustee for Region 3 will continue the meeting of Global
Power Equipment Group Inc. and its debtor-affiliates' creditors at
10:00 a.m., on Dec. 21, 2006, at the J. Caleb Boggs Federal
Building, 844 North King Street, Fifth Floor, Room 5209, in
Wilmington, Delaware.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A., represent
the Debtors.  The Official Committee of Unsecured Creditors
appointed in the Debtors' cases has selected Landis Rath & Cobb
LLP as its counsel.  As of Sept. 30, 2005, the Debtors reported
total assets of $381,131,000 and total debts of $123,221,000.  The
Debtors' exclusive period to filed a chapter 11 plan expires on
Jan. 26, 2007.


GML SERVICES: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GML Services, Inc.
        aka GML Homebuilders
        107 Church Street
        Kelso, WA 98626

Bankruptcy Case No.: 06-43080

Chapter 11 Petition Date: December 8, 2006

Court: Western District of Washington (Tacoma)

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595

Total Assets: $2,606,950

Total Debts:  $2,766,904

Debtor's 17 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
First Mutual Bank                            $839,000
P.O. Box 1647
Bellevue, WA 98008

Twin City Bank                               $333,878
729 Vandercook Way
Longview, WA 98632

River View Bank                              $133,046
P.O. Box 872290
Vancouver, WA 98687-2290

Department of Revenue                        $104,883

Part Lumber                                   $68,124
P.O. Box 2690
Portland, OR 97208

NEC Electric                                  $65,279

Renaud Electric Co., Inc.                     $53,502

OSO Lumber                                    $34,248

Linville Ursich PLLC                          $34,216

Cutright Supply                               $25,433

Cavanaugh's Construction Inc.                 $24,292

Contract Furnishings Mart                     $23,642

Global Security and Communication Inc.        $23,145

Suburban Door                                 $19,548

Gale Contractor                               $17,485

U.S. Construction                             $14,273

Lea's Drywall                                 $13,837


GRANITE BROADCASTING: Court OKs Trumbull Group as Noticing Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Granite Broadcasting Corp. and its debtor-affiliates
authority to employ The Trumbull Group, LLC, doing business as
Wells Fargo Trumbull, as claims and noticing, and voting and
tabulation agent in their Chapter 11 cases.

As reported in the Troubled Company Reporter on Dec. 15, 2006,
The Debtors believe that employing Trumbull is in the best
interests of their estates and all parties-in-interest.

Trumbull is expected to:

    a. prepare and serve required notices in the Debtors' Chapter
       11 cases, including:

          i. a notice of commencement of the Debtors' Chapter 11
             cases and the initial meeting of creditors under
             Section 341(a) of the Bankruptcy Code;

         ii. a notice of the claims bar date;

        iii. notices of objections to claims;

         iv. notices of any hearings on a disclosure statement
             and confirmation of a plan or plans of
             reorganization; and

          v. other miscellaneous notices as the Debtors or Court
             may deem necessary or appropriate for an orderly
             administration of the Debtors' chapter 11 cases.

    b. within five business days after the service of a
       particular notice, file with the Clerk's Office a
       certificate or affidavit of service that includes:

         (i) a copy of the notice served,

        (ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and

       (iii) the date and manner of service;

    c. maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

    d. maintain official claims registers in this case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the these information for
       each claim or interest asserted:

          i. the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

         ii. the date the proof of claim or proof of interest was
             received by Trumbull or the Court;

        iii. the claim number assigned to the proof of claim or
             proof of interest; and

         iv. the asserted amount and classification of the claim.

    e. implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

    f. transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

    g. maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       the list available upon request to the Clerk's Office or
       any party-in-interest;

    h. provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in this
       case without charge during regular business hours;

    i. record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfers as required by Rule 3001(e), if
       directed to do so by the Court;

    j. comply with applicable federal, state, municipal, and
       local statues, ordinances, rules, regulations, orders, and
       other requirements;

    k. provide temporary employees and contractors as necessary
       to process claims, prepare schedules and statements of
       financial affairs, and other duties as the Debtors may
       request from time to time;

    l. promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe;

    m. provide voting solicitation and tabulation services in
       conjunction with the Debtors' Plan of Reorganization; and

    n. provide other claims processing and noticing relating
       administrative services as may be requested from time to
       time by the Debtors.

The Debtors will pay to Trumbull the costs with respect to
providing the Bankruptcy Processing Services pursuant to the fee
schedule provided in the parties' engagement agreement.
A copy of the fee schedule is available for free at:

             http://ResearchArchives.com/t/s?1702

The hourly rates of Trumbull's employees are:

          Professional                   Hourly Rates
          ------------                   ------------
          Administrative Support             $55
          Data Specialist                  $65-$80
          Case Manager                     $85-$135
          Automation Consultant           $140-$175
          Operations Manager              $110-$185
          Consultant                      $225-$295

Ronda K. Collum, vice president and senior consultant of Trumbull
Group, assured the Court that the firm (i) has no connection with
the Debtors, their creditors, or other parties-in-interest, and
(ii) does not hold or represent an interest adverse to the
Debtors' estates that would impair Trumbull's ability to perform
the services for the Debtors objectively, in accordance with
Section 327 of the Bankruptcy Code.

Ms. Collum can be reached at:

     Ronda K. Collum
     The Trumbull Group
     4 Griffin Road North
     Windsor, CT 06095
     Tel: (860) 687-5401
     Fax: (860) 683-8697
     http://www.trumbullgroup.com/

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The Company and five of its debtor-affiliates filed for
chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case
No. 06-12984).  Ira S. Dizengoff, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, represents the Debtors in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $443,563,020 and debts of $641,100,000.
(Granite Broadcasting Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


GRANITE BROADCASTING: Court Extends Schedules Filing Until Jan. 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the deadline for the filing of Granite Broadcasting Corp.
and its debtor-affiliates' Schedules & Statements, until
Jan. 19, 2007.

Granite Broadcasting Inc. and its debtor-affiliates are required
to file their schedules of assets and liabilities, schedule of
current income and expenditures, schedule of executory contracts
and unexpired leases, and statement of financial affairs.

Rule 1007(b) of the Federal Rules of Bankruptcy Procedure requires
the Debtors to file the Schedules & Statements with the Court
within 15 days of the Petition Date.  Pursuant to Rule 1007(c),
the Court may extend the 15-day filing deadline for cause.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, explains due to the size and complexity of their
businesses, the Debtors cannot complete their Schedules &
Statements within the 15 days allotted by the Bankruptcy Rules.
To complete the Schedules & Statements, the Debtors' employees and
professionals must review many documents and electronic records in
locations across the United States.  This process will consume
many hours of the Debtors' employees' and professionals' time to
complete.

Mr. Dizengoff adds that because of the volume of work remaining,
the concurrent time demands on the Debtors associated with the
Debtors' Chapter 11 cases, and the Debtors' primary focus thus far
being the negotiation of the terms of the Plan, the Debtors cannot
complete the accurate and thorough review required to prepare the
Schedules & Statements in the 15 days provided by the Bankruptcy
Rules.  The Debtors currently estimate that they will require at
least an additional three weeks to complete the Schedules &
Statements.

Mr. Dizengoff notes that similar relief have been granted in the
Chapter 11 cases of Twinlab Corp., Loral Space & Commc'ns Ltd.,
Acterna Corp., Adelphia Bus. Solutions, Inc., Ames Dep't Stores,
Inc., and Casual Male Corp., among others.

                    About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The Company and five of its debtor-affiliates filed for
chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case
No. 06-12984).  Ira S. Dizengoff, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, represents the Debtors in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $443,563,020 and debts of $641,100,000.
(Granite Broadcasting Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


HARRAH'S ENT: Inks $27.8 Billion Merger Pact With TPG and Apollo
----------------------------------------------------------------
Harrah's Entertainment Inc. has entered into a definitive
agreement for affiliates of Texas Pacific Group and Apollo
Management L.P. to acquire Harrah's in an all-cash transaction
valued at approximately $27.8 billion, including the assumption of
approximately $10.7 billion of debt.

Under the terms of the agreement, Harrah's stockholders will
receive $90.00 in cash for each outstanding Harrah's share.  This
represents a premium of approximately 36% over Harrah's closing
share price on Sept. 29, 2006, the last trading day before
disclosure of the initial offer made by Apollo and TPG to acquire
Harrah's for $81.00 per share.

The Harrah's Board of Directors, based on the recommendation of a
Special Committee of non-management directors, which conducted a
thorough review of Harrah's strategic alternatives, has approved
the agreement and has recommended that Harrah's stockholders vote
in favor of the agreement.

"In Apollo and TPG, we will have owners who share our vision for
Harrah's, are fully supportive of our current strategy and are
committed to helping us execute on it.  This will be a change in
ownership, not a change in direction," Harrah's chairman, chief
executive officer, and president Gary Loveman said.

"Harrah's management team and its 85,000 talented employees look
forward to working with Apollo and TPG as the Company moves into
the next phase of its growth and development," Mr. Loveman added.

"After careful consideration of the full range of strategic
alternatives, the Special Committee and the full Board concluded
this transaction is in the best interest of Harrah's
stockholders," Harrah's co-chairman of the Special Committee
Robert Miller said.

"Apollo and TPG are both leading private equity firms with proven
track records and strong reputations," Mr. Miller added.

David Bonderman, TPG founding partner, said, "We are delighted to
be joining with the excellent management team at Harrah's and our
private equity partners to continue to build on the Company's
strong foundation.  Taking a long-term perspective, we believe we
will be able to help Harrah's deliver on its growth strategy."

Leon Black, founding partner of Apollo, said, "Harrah's has an
excellent brand name, strong cash flows, an impressive portfolio
of properties, a very talented management team, and highly skilled
employees.  Together with our private equity partners, we look
forward to building on Harrah's successful track record of
operational success and helping the Company to achieve its
strategic goals."

Under the merger agreement, Harrah's may solicit superior
proposals from third parties during the next 25 days.  The board
of directors of Harrah's, through its special committee and with
assistance of its independent advisors, intends to solicit
superior proposals during this period.  There can be no assurances
that the solicitation of superior proposals will result in an
alternative transaction.  Harrah's does not intend to disclose
developments with respect to this solicitation process unless and
until its board of directors has made a decision.

The transaction is expected to be completed in approximately one
year, and is subject to stockholder approval, regulatory
approvals, and customary closing conditions.  It is not subject to
a financing condition.

Harrah's intends to pay stockholders its regular quarterly
dividend of $0.40 per share until the transaction closes.  Apollo
and TPG have agreed to increase the purchase price at a rate of
$0.01973 per day per Harrah's common share beginning March 1,
2008, if closing has not occurred by that date, less an adjustment
for any dividends paid on or after March 1, 2008.

Latham & Watkins LLP is serving as legal advisor to Harrah's and
Kaye Scholer LLP provided legal advice to the Special Committee.
UBS Securities LLC served as financial advisor to the Special
Committee and rendered a fairness opinion to the Board of
Directors of Harrah's in connection with the proposed transaction.
In addition, Peter J. Solomon Company also provided a fairness
opinion to the Board of Directors.

Deutsche Bank Securities is serving as lead financial advisor to
Apollo and TPG.  Wachtell Lipton Rosen & Katz, Cleary Gottlieb
Steen & Hamilton LLP, and Schreck Brignone are serving as the
investors' legal advisors.  Banc of America Securities LLC,
Citigroup Corporate and Investment Banking, Credit Suisse
Securities (USA) LLC, JPMorgan, and Merrill Lynch & Co. are also
serving as financial advisors to the investors.  Global Leisure
Partners LLP is acting as financial advisor to Apollo.

                           About Apollo

Apollo Management L.P., founded in 1990, is a recognized leader in
private equity, debt, and capital markets investing.  Since its
inception, Apollo has successfully invested over $16 billion in
companies representing a wide variety of industries, both in the
United States and internationally.  Apollo is currently investing
its sixth private equity fund, Apollo Investment Fund VI L.P.,
which, along with related co-investment entities, represents
approximately $12 billion of new capital.

                             About TPG

Texas Pacific Group -- http://www.tpg.com/-- is a private
investment partnership that was founded in 1992 and currently has
more than $30 billion of assets under management.  With offices in
San Francisco, London, Hong Kong, Fort Worth and other locations
globally, TPG has extensive experience with global public and
private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures, and restructurings.

                   About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE: HET) -- http://www.harrahs.com/-- is a gaming corporation
that owns and operates casinos, hotels, and five golf courses
under several brands on four continents.  The company's properties
operate primarily under the Harrah's, Caesars and Horseshoe brand
names; Harrah's also owns the London Clubs International family of
casinos.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment and its subsidiary Harrah's Operating Co. Inc.,
including its long- and short-term corporate credit ratings to
'BB+' from 'BBB-' and to 'B' from 'A-3', respectively.  In
addition, these ratings were placed on CreditWatch with negative
implications.  This company had about $10.8 billion of reported
debt outstanding as of June 30, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Fitch Ratings downgraded the debt ratings of Harrah's
Entertainment Inc. and its principal operating subsidiary Harrah's
Operating Co.  Harrah's Entertainment's Issuer Default Rating was
lowered to 'BB+' from 'BBB-'.  Harrah's Operating Co.'s Issuer
Default Rating was also downgraded to 'BB+' from 'BBB-'.  Other
affected Harrah's Operating ratings include: Bank Credit Facility
to 'BB+' from 'BBB-', Senior Unsecured Notes to 'BB+' from 'BBB-'
and Subordinated notes to 'BB-' from 'BB+'.


HIGH VOLTAGE: Equity Holders Must Submit Forms by December 31
-------------------------------------------------------------
Pursuant to the Chapter 11 Trustee's confirmed Amended Plan of
Liquidation for High Voltage Engineering Corp. and its debtor-
affiliates, the HVE Liquidating Trust was established.

Under the Plan, High Voltage's common stock will be cancelled and
holders will receive beneficial interest in the HVE Liquidating
Trust.  Holders of beneficial interests in the Trust will receive
a pro rata share of the available cash after all other claims are
satisfied.

To be a beneficiary of the Trust, equity interest holders must
provide a completed W-9 Form or W-8 Form on or before Dec. 31,
2006.  Equity interest holders who fail to submit the forms by the
December 31 deadline will not be entitled to any distribution on
account of their shares.

Completed forms must be submitted to the Liquidating Trustee's
counsel at:

         Anderson Kill & Olick, P.C.
         Attention: Michael J. Venditto, Esq.
         1251 Avenue of the Americas
         New York, NY 10020-1104

Based in Wakefield, Mass., High Voltage Engineering Corporation --
http://www.asirobicon.com/-- owns and operates a group of three
industrial and technology based manufacturing and services
businesses.  HVE's businesses focus on designing and manufacturing
high quality applications and engineered products, which are
designed to address specific customer needs.  The Debtor filed its
first chapter 11 petition on March 1, 2004 (Bankr. Mass. Case No.
04-11586).  Its Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed on July 21, 2004, allowing the
Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.  Ira M.
Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP represent the Official
Committee of Unsecured Creditors.

The Court confirmed the Chapter 11 Trustee's Amended Plan of
Liquidation on July 10, 2006.  The Plan became effective on
Aug. 1, 2006.


IMG HEALTHCARE: Court Sets January 15 as Supplemental Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
set 4:00 p.m., on Jan. 15, 2007, as the supplemental bar date for
filing proofs of claim against IMG Healthcare LLC.

The January 15 deadline applies to creditors asserting claims
against the Debtor who were recently added to the schedule of
liabilities, modified on Nov. 3, 2006, or creditors who haven't
received prior notice to file a proof of claim.

Proofs of claim must be received by:

         Clerk of the Court
         U.S. Bankruptcy Court
         Eastern District of Louisiana
         500 Poydras Street, Room B-601
         New Orleans, LA 70130

Headquartered in New Orleans, Louisiana, IMG Healthcare LLC --
http://www.imghealthcare.com/-- provides healthcare services to
patients in the greater New Orleans area.  The Debtor filed for
chapter 11 protection on Jan. 30, 2006 (Bankr. E.D. La. Case No.
06-10059).  William C. Gambel, Esq., at Milling Benson Woodward
L.L.P., represents the Debtor. When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million and $10 million.


INDEPENDENCE III: Moody's Lift Junk Rated $22-Mil. Debt to B3
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the notes issued
in 2002 by Independence III CDO, Ltd, a managed investment grade
structured finance re-securitization issuer:

   * The $18,000,000 Class B Second Priority Floating Rate Term
     Notes, Due 2037

      -- Prior Rating: A2, on watch for possible upgrade
      -- Current Rating: Aa3

   * The $7,000,000 Class C-1 Third Priority Floating Rate Term
     Notes Due 2037

      -- Prior Rating: Caa1, on watch for possible upgrade
      -- Current Rating: B3

   * The $15,000,000 Class C-2 Third Priority Fixed Rate Term
     Notes Due 2037

      -- Prior Rating: Caa1, on watch for possible upgrade
      -- Current Rating: B3

The rating actions reflect the ongoing delevering of the
transaction, according to Moody's.

Moody's also noted that the rise in interest rates over the past
year has had a strong positive effect on the deal as a result of
the fixed to floating interest rate swap.


INN OF THE MOUNTAIN GODS: S&P Revises Neg. Outlook to Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Inn of
the Mountain Gods Resort and Casino to developing from negative.

At the same time, Standard & Poor's affirmed its ratings on the
Mescalero, New Mexico-based company, including its 'B-' issuer
credit and senior secured debt ratings.  Total debt outstanding at
Oct. 31, 2006, was $214 million.  IMG is the entity formed to own
and operate the casino and resort operations for the Mescalero
Apache Tribe.

The outlook revision comes after IMG's earnings report, in which
the issuer reported improved operating performance for the
six months ended Oct. 31, 2006.  Gross revenues increased 4%,
promotional allowances declined 45%, and operating expenses fell
8% over the same prior-year period.   As a result, EBITDA during
the six months ended Oct. 31, 2006, increased to $21 million
from $13 million in the same prior-year period.

The outlook revision recognizes the improved operating
performance, which if sustained, could result in ratings upside
potential.  It also incorporates a history of inconsistent
earnings and continued material weaknesses that were disclosed in
IMG's form 10Q for the period ended Oct. 31, 2006.


J PLANO'S PRESERVE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J. Plano's Preserve Development, LLC
        aka J. Plano Preserves, LLC
        aka J. Plano Preserve Development, LLC
        c/o David B. Sosin, Registered Agent
        11800 South 75th Avenue, Suite 300
        Palos Heights, IL 60463

Bankruptcy Case No.: 06-16140

Chapter 11 Petition Date: December 7, 2006

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Total Assets:   $651,700

Total Debts:  $3,739,827

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Edon Construction                  30125-30129            $68,499
5420 West 122 Street               Autumn Drive
Alsip, IL 60803
                                   Construction          $663,136
                                   Subcontractor

Jack Plano                         Loans                 $644,000
10860 Crystal Meadow Court
Orland Park, IL 60467

J. Plano Builders                  Loans                 $166,601
c/o David Sosin
Registered Agent
11800 South 75th Avenue, Suite 300
Palos Heights, IL 60463

Ruane Construction                 Construction          $143,118
8779 West Laraway Road             Subcontractor
Frankfort, IL 60423

Cottage Sheet Metal                Construction          $135,700
6646 West 99th Street              Subcontractor
Chicago Ridge, IL 60415

D/S2 Advertising                   Construction          $120,196
                                   Subcontractor


Consolidated Tile & Carpet         Construction           $92,958
                                   Subcontractor

Inland Electric                    Construction           $67,070
                                   Subcontractor

Bill's Drywall                     Construction           $60,360
                                   Subcontractor

Boss Construction                  Construction           $55,536
                                   Subcontractor

Joseph Kienzle                     Loan                   $50,000

Beary Landscaping                  Construction           $33,785
                                   Subcontractor

Builders Insulation                Construction           $30,230
                                   Subcontractor

Howe Plumbing                      Construction           $28,184
                                   Subcontractor

Mike's Decorating                  Construction           $24,785
                                   Subcontractor

Craig Millwork                     Construction           $24,703
                                   Subcontractor

John Wiesch Masonry                Construction           $19,891
                                   Subcontractor

Alpine Asphalt Paving              Construction           $18,630
                                   Subcontractor

Absolute Windows                   Construction           $16,025
                                   Subcontractor


JAMES MARTINEZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: James A. Martinez
        aka Russ's Car Wash
        aka Jimmy's Vintage Wash & Lube
        aka Russ's Quick Lube
        3111 Brentwood Circle
        Grand Island, NE 68801

Bankruptcy Case No.: 06-41674

Chapter 11 Petition Date: December 4, 2006

Court: District of Nebraska (Lincoln Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Galen E. Stehlik, Esq.
                  Lauritsen, Brownell, Brostrom, Stehlik
                  724 W. Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


JFK INT'L: Lease Completions Cue Moody's Upgrade Review
-------------------------------------------------------
Moody's Investors Service placed on Watchlist for a possible
upgrade the Ba1 rating on the JFK International Arrivals Terminal.

Moody's upgrade review is prompted by the recent completion of the
third and fourth supplements to the lease of the Terminal with the
Port Authority of New York and New Jersey.

In Moody's opinion, the fundamental credit position of the
Terminal has improved significantly in recent years.  The upgrade
review will focus on the final documentation related to the lease
supplements, as well as audited financial information over the
past three fiscal years that the Terminal expects to make
available in the next few months.

Legal security:

The Series 6 bonds are special limited obligations of the Port
Authority of New York and New Jersey, payable from and secured by
facility lease rental payments made by the lessee, JFK IAT, LLC,
to the Port Authority.  The facility rental is payable from a
pledge of the net revenues of the project, after satisfaction of
the operating and maintenance expenses, including Base Rent to the
Port Authority.

The trust estate further consists of certain reserves, including a
cash-funded debt service reserve for maximum annual debt service,
a leasehold mortgage assigned to the trustee, as well as a
personal property interest of the lessee granted to the Port
Authority and assigned to the trustee.

Interest rate derivatives:

None.

Strengths:

   -- Strong recent growth in enplanements and increased
      diversity in the carrier base have strengthened reserves
      and financial margins;

   -- Experienced management team has positioned the Terminal to
      operate successfully in competitive environment;

   -- Restructuring of subordinate obligations to the Port
      Authority provides Terminal with workable financial
      framework based on reasonable projections;

   -- Completion of lease supplements with Port Authority sets
      stable financial and legal framework for operations.

Challenges:

   -- The Terminal competes with other terminals at JFK for
      airline clients;

   -- Leases with airlines are short-term and must be renewed
      frequently prior to final maturity; and

   -- No recourse exists to the LLC's parent companies.

Recent developments:

The Terminal recently completed its negotiations with the Port
Authority regarding the third and fourth supplements to its master
lease agreement.  It is Moody's understanding that the supplements
contain several provisions that are favorable to the legal and
financial framework of the Terminal, including a provision that
would allow for the Port Authority to finance shortfalls in the
repayment of the Terminal's subordinate obligation to the Port
Authority.

The Terminal has successfully rebounded from a significantly
lower-than-expected ramp-up in its early years.  Moody's notes
that the Terminal has successfully pursued growth in its carrier
base in recent years, as well as extended lease terms with a
number of its existing carriers.  Passenger enplanements at the
Terminal are expected to reach 3.7 million in 2006, up
approximately 15% from 2005 levels.

Virgin Atlantic is IAT's dominant carrier and accounted for
8.8% of enplanements in 2005.  Only four other carriers have a
market share of over 5% at the Terminal - El Al, Aer Lingus,
Northwest, and KLM.  Over 40 carriers operated out of the Terminal
in 2005. Moody's views the significant diversity of carriers at
the Terminal as another sign of stabilization of this credit.
Enplanement growth has been very robust in recent years and the
Terminal posted debt service coverage of 1.3x in 2004 and 1.43x in
2005 - officials currently expect 2006 debt service coverage to be
around 1.46x.

Moody's notes that debt service on the Series 6 bonds will be
approximately level at $70 million until final maturity in 2025.
In Moody's opinion, since the environment that the Terminal
operates in is likely to remain very competitive for years to
come, the ability of management to continue the recent positive
trend of revenue growth and aggressive cost containment will be a
key factor in future evaluations of this credit.

JFK IAT LLC is a limited partnership comprised of Schiphol USA,
LCOR and Lehman Brothers.

Outlook:

The Ba1 rating is on our Watchlist, on review for a possible
upgrade.  The upgrade review will focus on the final documentation
related to the lease supplements, as well as audited financial
information over the past three fiscal years that the Terminal
expects to make available in the next few months.

Key indicators:

   -- Type of Airport:Single terminal

   -- FY 2005 Enplanements: 3.23M

   -- FY 2006 Enplanements estimate:3.7M

   -- 5-Year Enplanement CAGR 1999-2004:8%

   -- 5-Year Enplanement CAGR 2000-2005:5.6%

   -- FY 2005 vs FY 2000 Enplanement growth:31.2%

   -- FY 2005 vs FY 2004 Enplanement growth:6.5%

   -- Largest Carrier by Enplanements, FY 2005 (share):Virgin
      Atlantic (8.8%)

   -- Debt per Enplaned Passenger, FYE 2006 estimate:$237

   -- Debt Service Coverage FY 2006 est.:1.46x

Rated debt:

   -- Special Project Bonds, Series 6, $873.5 million outstanding


LEVEL 3 FINANCING: S&P Junks Rating on $650-Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
$650 million of 9.25% senior notes due 2014 issued by Level 3
Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.

The notes are an add-on to the $600 million of 9.25% senior notes
issued in October 2006, under Rule 144A with registration rights.
Proceeds from the offering will be used to purchase Level 3
Financing's 10.75% senior notes due 2011 under a tender offer
launched Dec. 13, 2006.  Gross proceeds from the offering that
exceed the amount of notes tendered will constitute purchase
money indebtedness, and will be used solely to fund the cost of
construction, installation, acquisition, lease, development or
improvement of telecommunications assets.

"Taken together, these transactions bolster Level 3's credit
profile by lowering interest expense and extending maturities
beyond the 2010-2011 period when a substantial portion of the
company's debt matures," said Standard & Poor's credit analyst
Susan Madison.

All ratings on Level 3, including the 'CCC+' corporate credit
rating, are affirmed.

The outlook is stable.

Debt outstanding as of Sept. 30, 2006, pro forma for the issuance
of $1.25 billion of new debt during the fourth quarter and
successful completion of the tender offering, totaled about
$7.3 billion.

The ratings on Level 3 reflect an aggressive financial policy,
elevated leverage, negative discretionary cash flow because of
sizable capital expenditure requirements, integration risk
resulting from an active acquisition strategy, and concerns about
weakness in the long-distance telecommunications industry.

Tempering factors include a sizable cash balance, an absence of
significant debt maturities until 2010, and modest benefits from
industry consolidation.


LIN TELEVISION: Moody's Pares Corp. Family Rating to Ba3 from Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded LIN Television Corporation's
corporate family rating from Ba2 to Ba3.  The downgrade to Ba3
reflects the company's high debt to EBITDA leverage, modest EBITDA
margins and the increasing business risk associated with the
broadcast television industry's overall declining audience and the
increasing fragmentation of advertising spending over a growing
number of media.

LIN's rating is supported by its diverse network affiliations and
geographic footprint, notable free cash flow generation, the
company's continued local market focus.

Moody's has taken these ratings actions:

   * LIN Television Corporation

      -- Corporate Family Rating Downgraded Ba2 to Ba3

      -- Probability of Default Rating Downgraded Ba2 to Ba3

      -- Secured Revolver Affirmed Baa3; from LGD2, 14% to LGD2,
         13%

      -- Secured Term Loan Affirmed Baa3; from LGD2, 14% to LGD2,
         13%

      -- 6.5% Senior Subordinated Notes due 2013 Downgraded Ba3
         to B1; LGD4, 69%

      -- 6.5% Senior Subordinated Notes CL B due 2013 Downgraded
         Ba3 to B1; LGD 4, 69%

      -- 2.5% Exch. Senior Subordinated Notes due 2033 Downgraded
         Ba3 to B1; LGD4, 69%

Affirmed SGL-2 speculative grade liquidity assessment

The outlook is stable.

Headquartered in Providence, Rhode Island, LIN Television Corp.
owns and operates 31 television stations in 18 mid-sized markets
in the United States and Puerto Rico.


LONG & ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Long & Associates, Inc.
        P.O. Box 728
        Lytle, TX 78052

Bankruptcy Case No.: 06-52569

Type of Business: The Debtor filed for chapter 11 protection on
                  September 3, 2002 (Bankr. W.D. Tex. Case No.
                  02-54249).

Chapter 11 Petition Date: December 8, 2006

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  Langley & Banack, Inc.
                  745 East Mulberry Avenue, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889

Debtor's financial condition as of November 30, 2006:

      Total Assets: $1,622,654

      Total Debts:  $1,633,070

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           941 Taxes             $135,841
P.O. Box 21126
Philadelphia, PA 19114

Laredo National Bank               Unsecured Loan         $70,213
P.O. Box 59
Laredo, TX 78042

Pico Petroleum                     Lawsuit                $50,000
c/o Edward M. Lavin, Esq.
8918 Tesoro Drive, Suite 418
San Antonio, TX 78217

Texas Workforce Commission         Unemployment Taxes     $37,000
Commission on Appeals
101 East 15th Street
Austin, TX 78778-0001

Internal Revenue Service           Balance of prior       $33,915
Special Procedures Staff           Chapter 11 general
300 East 8th Street                unsecured claim
STOP 5022 AUS
Austin, TX 78701

Petty Oil Company, Inc.            Goods and Services     $28,324

SDS System Technik GmbH            Contract/Lease         $22,500

Innovative Employment Solutions    Insurance Premium      $18,490

Alexander Oil Company              Goods and Services     $17,666

Uvalde Proving Grounds             Goods and Services      $6,772

Utility Trailer                    Goods and Services      $6,000

Sembera & Biediger, P.C.           Accounting Services     $5,950

R.V. Davis                         Damages Claim           $3,971

Correct Weigh Scale                Services                $2,486
Service Inc.

Harrison's Supply                  Goods                   $2,173

AT&T                               Services                $1,914

T & B Tools and Equipment          Goods                   $1,910

Discount Leasing Services          Lease Arrearage         $1,000

Accutronics                        Goods and Services        $898


MADISON RIVER: CenturyTel Deal Prompts Moody's Ratings Review
-------------------------------------------------------------
Moody's Investors Service placed Madison River Capital, LLC's B1
senior secured debt on review for possible upgrade.

In addition, Moody's affirmed CenturyTel's Baa2 senior unsecured
debt rating after CenturyTel's report that it is acquiring Madison
River for about $830 million, including the assumption of about
$525 million of debt.

The rating outlook is stable.  The acquisition is expected to
close around mid-year 2007.

The review of Madison River's ratings will focus on CenturyTel's
plans with regard to the existing Madison River debt.  Should the
debt be unconditionally and irrevocably guaranteed or legally
assumed, the ratings will be upgraded to that of CenturyTel.

The affirmation of CenturyTel's debt rating is based on Moody's
belief that CTL's credit metrics and business risk profile will
not significantly weaken as a result of this relatively modest
acquisition.

Furthermore, the rating agency expects synergies to be quickly
realized due, in part, to the good fit between the two companies'
properties and assets and CenturyTel's prior experiences of
successfully integrating acquisitions.

While Moody's expects the transaction will increase CenturyTel's
leverage modestly as measured by debt to EBITDA from about 2.4x to
2.8x over the near-term, CenturyTel's ability to generate strong
earnings and robust free cash flow is expected to allow it to
maintain credit metrics consistent with its Baa2 ratings as long
as management maintains its current philosophy regarding its
operating strategy, balance sheet and credit profile.

As part of this rating action, Moody's affirms CenturyTel, Inc.'s
ratings:

   -- Senior Unsecured Rating at Baa2
   -- Senior Unsecured Shelf at Baa2
   -- Preferred Shelf at Ba1
   -- Commercial Paper at P-2

The rating outlook is stable.

Madison River Capital, LLC's ratings are on review for possible
upgrade:

   -- Corporate Family Rating at B1
   -- Probability of Default Rating at B2
   -- Senior Secured R/C at B1, LGD3, 30%
   -- Senior Secured Term Loan B at B1, LGD3, 30%

Madison River Capital LLC is a rural local exchange carrier
headquartered in Mebane, North Carolina.  CenturyTel, Inc.,
headquartered in Monroe, Louisiana is a regional communications
company engaged primarily in providing local exchange telephone
services in various predominately rural regions of the United
States.


MACDERMID INC: Moody's Places Ba2 Rated Sr. Notes on Review
-----------------------------------------------------------
Moody's Investors Service placed the ratings of MacDermid,
Incorporated under review for a possible downgrade after the
report that it signed a definitive merger agreement under which
Daniel H. Leever, its Chairman and Chief Executive Officer, and
funds managed by Court Square Capital Partners and Weston Presidio
will acquire MacDermid in a transaction valued at over
$1.3 billion.

The review for downgrade reflects the likelihood of greatly
increased leverage after this transaction.

The ratings under review are:

   -- Corporate family rating at Ba2

   -- $301.5 million 9.125% Guaranteed Senior Subordinated Notes
      due 2011 at Ba2

Moody's expects the transaction to be financed with equity and a
significant amount of debt, which would result in a meaningful
increase in MacDermid's leverage.  The company has not stated
definitively how the existing notes due 2011 will be treated,
however it is Moody's preliminary expectation that this debt will
likely be paid off.  The existing notes benefit from a change of
control provision that would be triggered upon the completion of
an acquisition by a third party.  The acquisition is subject to
shareholder and regulatory approvals and is expected to close in
early 2007.

Moody's review will incorporate an assessment of the company's
final financing structure as well as potential changes to the
financial policies and strategic direction under the new
ownership.

MacDermid is manufacturer of a broad line of chemicals and related
equipment for a range of applications, including metal and plastic
finishing, electronics, graphic arts and printing, and offshore
drilling.  The company maintains its headquarters in Denver,
Colorado, but operates facilities worldwide. Revenues for the
twelve months ended Sept. 30, 2006, were $804 million.


MPDK LLC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MPDK, LLC
        dba Adobe Car & Van Rental of Tucson
        3150 East Grant Road
        Tucson, AZ 85716
        Tel: (520) 320-1495

Bankruptcy Case No.: 06-01602

Type of Business: The Debtor offers travel and tourist services.

Chapter 11 Petition Date: December 12, 2006

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks, P.C.
                  110 South Church Avenue, Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets:   $224,000

Total Debts:  $1,626,589

Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SWX LLC                                                  $200,000
5555 East 5th Street
Tucson, AZ 85711

Marilyn Peskin-Kaufman                                   $109,585
9020 East Saddleback Drive
Tucson, AZ 85749

Fleet Solutions                    Vehicle Leases        $100,000
Overland Park, KS

Edward Feder                                              $83,252
4440 North Vereda Rosada
Tucson, AZ 85750

Gerald Matlick                                            $83,251
4631 North Paseo Sonoyta
Tucson, AZ 85750

Heeton Desai                                              $43,223

Mark Anstein                                              $43,223

Leon Spitzer Family L.P.                                  $35,857

Isaac a. Greenberg                                        $12,200

Anna Greenberg                                            $12,200

Auto Cash USA, LLC                                        $13,865

Harvey & Violet Kaplan                                    $13,160
Family Ltd. P.A.

Arizona Department of Revenue      Taxes                   $8,500

Financial Pacific Leasing          Car Rental              $5,000


MIRANT CORP: Bankr. Court Okays NY Units' Dispute Settlement
------------------------------------------------------------
Mirant Corporation disclosed that the U.S. Bankruptcy Court for
the Northern District of Texas has approved the settlement among
certain of its New York subsidiaries still in bankruptcy and
various local jurisdictions of disputed property taxes for its
Bowline and Lovett electric generating facilities.

As reported in the Troubled Company Reporter on Dec. 5, 2006, the
company's New York subsidiaries, Haverstraw-Stony Point Central
School District, Town of Haverstraw, Town of Stony Point, and
County of Rockland resolved the long-running tax disputes
concerning two of Mirant's power generating plants and reached an
agreement in principle.

The settlement resolves pending disputes regarding refunds sought
by the company for property taxes paid for 1995 through 2003 and
unpaid taxes assessed for 2003 through 2006.  Under the
settlement, the company will receive refunds totaling
approximately $163 million for 1995 through 2003, and will pay
unpaid taxes of approximately $115 million for 2003 through 2006,
resulting in Mirant receiving a net cash amount of $48 million.
As a result of the refunds and the reduction in unpaid taxes under
the settlement, the company will recognize in the fourth quarter
of 2006 a gain of approximately $244 million.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03- 46590), and emerged under the terms of a confirmed Second
Amended Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White &
Case LLP, represented the Debtors in their successful
restructuring.  When the Debtors filed for protection from their
creditors, they listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.

                         *     *     *

Moody's Investors Service assigned its B2 corporate family rating,
effective July 13, 2006, on Mirant Corporation.


MOHAWK EQUITIES: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mohawk Equities Inc.
        36-06 43rd Avenue
        Long Island City, NY 11101-1702

Bankruptcy Case No.: 06-44735

Chapter 11 Petition Date: December 6, 2006

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Richard L. Stern, Esq.
                  Macco & Stern, LLP
                  135 Pinelawn Road, Suite 120
                  South Melville, NY 11747
                  Tel: (631) 549-7900
                  Fax: (631) 549-7845

Total Assets: $2,776,553

Total Debts:  $2,504,996

Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
J.A.M. Creations Inc.                                    $191,000
36-06 43rd Avenue
Long Island City, NY 11101

City of New York                   Real Estate Taxes      $60,000
Department of Finance
P.O. Box 32
New York, NY 10008-0032

Mutual Central Alarm                                       $1,945
Services Inc.
10 West 46th Street
New York, NY 10036

Con Edison                         Utility Services        $1,492

NYC Department of                                            $409
Environmental Protection

Waste Management of                                          $150
New York LLC


NEENAH FOUNDRY: Launches Cash Tender Offer for $133.13-Mil. Notes
-----------------------------------------------------------------
Neenah Foundry Company has launched a cash tender offer and
consent solicitation, with respect to its outstanding
$133.13 million in aggregate principal amount of 11% Senior
Secured Notes due 2010, to proposed amendments to the indenture
governing the Notes and to related collateral documents.

The primary purpose of the consent solicitation and Proposed
Amendments is to eliminate substantially all of the covenants and
certain events of default in the indenture and the Notes and amend
the indenture and certain related documents to subordinate the
liens securing the Notes to liens securing certain new debt in
addition to the liens to which the liens securing the Notes are
already subordinated.

The total consideration for the Notes tendered and accepted for
purchase pursuant to the tender offer will be determined on the
basis of a yield to the first redemption date under the indenture
governing the Notes equal to the sum of (i) the yield of the 4%
U.S. Treasury Note due Sept. 30, 2007, as calculated by Credit
Suisse Securities (USA) LLC, plus (ii) a fixed spread of 50 basis
points.

The company will pay accrued and unpaid interest up to, but not
including, the payment date.  Each holder who validly tenders its
Notes and delivers consents to the Proposed Amendments prior to
5:00 p.m., New York City time, on Dec. 27, 2006 shall be entitled
to a consent payment of $30 for each $1,000 principal amount of
Notes tendered.  Holders who validly tender their Notes after the
Consent Date are entitled to receive the total consideration less
the Consent Payment.

The tender offer will expire at 5:00 p.m., New York City time, on
Jan. 17, 2007.

The consummation of the tender offer is conditioned upon, among
other things, (i) the consummation of a senior secured debt
offering and the closing of a new revolving credit facility and
the availability of funds to pay the tender offer consideration
described above, and (ii) receipt of the consent of the holders of
a majority in aggregate principal amount of the Notes to the
Proposed Amendments.

Credit Suisse Securities (USA) LLC and Banc of America Securities
LLC will act as dealer managers and solicitation agents for the
tender offer and consent solicitation.  Questions regarding the
tender offer or consent solicitation may be directed to Credit
Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or at
(212) 538-0652 and Banc of America Securities LLC at (888) 292-
0070 (toll-free) or at (704) 388-9217.

Morrow & Co., Inc. will act as the information agent for the
tender offer and consent solicitation.  Requests for documents
related to the tender offer and consent solicitation may be
directed to Morrow & Co., Inc. at (203) 658-9400 (for brokers and
banks) or (800) 607-0088 (for all others).

Headquartered in Neenah, Wisconsin, Neenah Foundry Company
-- http://www.nfco.com/-- manufactures and markets iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006
Moody's Investors Service affirmed the Corporate Family rating of
Neenah Foundry Company at B2, its Probability of Default rating at
B2; and the senior subordinated notes, at Caa1.

Moody's also raised the rating on the existing senior secured
second lien notes, to B2 from Caa1.  The rating outlook remains
stable.

As reported in the Troubled Company Reporter on Oct. 16, 2006
Standard & Poor's also affirmed its 'B' corporate credit rating on
Neenah Foundry Company.  The outlook is stable.


NEXTCARD CREDIT: S&P Issues Default Rating on Class C & D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes issued by NextCard Credit Card Master Note
Trust's asset-backed notes series 2000-1 to 'D'.

The defaults of the notes reflect the failure to pay the
outstanding principal balance of the class C and D notes in full
on the legal final maturity date of Dec. 15, 2006.  An elevated
and sustained charge-off rate has caused write-down amounts of
$38,124,684 and $17,500,000 on the class C and class D notes,
respectively, which will not be reimbursed on the bond's final
maturity date.

Based on the defined series finance charge and principal
allocation percentage, these notes are not entitled to receive any
trust collection payments once the invested amounts have been
written down to zero.  Amounts in the spread account are used to
cover monthly interest shortfalls, and on the final maturity date
any principal payments owed to the noteholders.  The spread
account draws have been used to cover shortfalls in monthly
interest payments to the noteholders.  The remaining balance of
the spread account, however, is insufficient to fully reimburse
the noteholders' previous written-down principal balances.

As of the November 2006 distribution date, the current amount on
deposit in the spread account was $17,379,462.

                         Ratings Lowered

              NextCard Credit Card Master Note Trust

                 Asset-Backed Notes Series 2000-1

                                 Rating
                                 ------
                    Class     To         From
                    -----     --         ----
                    C         D          CCC-
                    D         D          CC


NODA INVESTMENT: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NODA Investment Co., LLC
        P.O. Box 470373
        Charlotte, NC 28247

Bankruptcy Case No.: 06-32129

Chapter 11 Petition Date: December 11, 2006

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Home Grown Industries of GA, Inc.                      $1,300,000
Accounts Receivable
150 Great Southwest Parkway
Atlanta, GA 30336

AdvanceMe, Inc.                    Trade                 $500,000
600 Town Park Lane
Kennesaw, GA 30144

Highland Creek Retail, LLC         Rent                  $350,000
Childress Klein
301 South College Street
Suite 2800
Charlotte, NC 28202

48 Comercia Bank-CA                Loan                  $290,000
Mail Code 6512-SBA
P.O. Box 650282
Dallas, TX 75265-0282

Internal Revenue Service           Tax                   $805,185
Special Procedures
320 Federal Place, Room 335
Greensboro, NC 27401

Rewards Network, Inc.              Trade                 $150,000

Kenilworth Commons (E&A), LLC      Rent                  $150,000

1st Americard, Inc.                Trade                  $61,000

Roma Food Enterprises              Trade                  $60,500

Sysco Food Services Charlotte      Trade                  $30,000

Susan Johnson                      Trade                  $25,000

Industrial Steel Fabrication LLC   Trade                  $18,000

Waste Industries, LLC              Trade                  $15,137

Rack Draft Services                Trade                  $15,000

Charlotte's Finest                 Trade                  $13,500

Stallings Refrigeration            Trade                  $13,000


NOLAND-DECOTO FLYING: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Noland-Decoto Flying Service, Inc.
        P.O. Box 9816
        Yakima, WA 98909
        Tel: (509) 248-1370

Bankruptcy Case No.: 06-03138

Type of Business: The Debtor offers aircraft leasing and
                  management services, aircraft mainenance, hangar
                  rental, and flight training services.
                  See http://www.nolanddecoto.com/

                  The Debtor filed for chapter 11 protection on
                  July 28, 2005 (Bankr. E.D. Wash. Case No. 05-
                  06027).

Chapter 11 Petition Date: December 7, 2006

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: James P. Hurley, Esq.
                  Hurley & Lara
                  411 North Second Street
                  Yakima, WA 98901
                  Tel: (509) 248-4282
                  Fax: (509) 575-5661

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Air Petro                                   $62,800
P.O. Box 2206
Lancaster, CA 93534

Bank of America                             $52,235
United Mortgage & Loan
P.O. Box 471827
Charlotte, NC 28247

Air BP/Epic Aviation                        $39,878
1790 16th Street Southeast
Salem, OR 97302

Revitalization Partners                     $34,647
Suzan Nettleship
2825 Eastlake Avenue East, Suite 300
Seattle, WA 98102

Western Aircraft Investments                $12,060
P.O. Box 1172
Elko, NV 89603

YCCS                                        $10,660

John Hopp                                    $8,500

Velikanje Moore & Shore                      $8,474

Cascade Natural Gas                          $7,527

Evergreen Financial                          $7,527

Quincy Land Co.                              $7,400

Marquis Development                          $7,000

Bank of America                             $16,824

Premier Aircraft Engines, Inc.               $6,900

Pacific Power and Light                      $6,148

Servpro of Yakima County                     $5,695

Kinsley Exhaust Systems                      $5,001

Qwest Dex                                    $4,738


NORTEL NETWORKS: Subsidiary Amends $750-Mil. Master Facility Pact
-----------------------------------------------------------------
Nortel Networks Corporation's principal operating subsidiary,
Nortel Networks Limited, has amended its $750 million master
facility agreement with Export Development Canada to extend the
maturity date to Dec. 31, 2008.

The Facility includes $300 million of committed support for
performance bonds and similar instruments.  As of Sept. 30, 2006,
there was approximately $175 million of outstanding support
utilized under the Facility, of which approximately $143 million
was outstanding as committed support and $32 million as
uncommitted support.

A full text-copy of Amendment No. 2 to the Amended Master Facility
Agreement between NNL and EDC may be viewed at no charge at
http://ResearchArchives.com/t/s?1736

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


OJSC TRANSSIBERIAN: A.M. Best Says Financial Strength is Marginal
-----------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of C++
(Marginal) and an issuer credit rating of "b+" to OJSC
Transsiberian Reinsurance Corporation (Russia).  The outlook for
both ratings is stable.

The ratings reflect Transsib Re's position as a medium-sized
company in the small but fast developing Russian reinsurance
market and the company's excellent financial performance.  The
main offsetting factor is the insufficient level of financial
strength to support continued business expansion according to A.M.
Best's s risk-based capital model.

Transsib Re is a medium-sized company in the context of the
domestic Russian reinsurance market, with gross written premiums
of around RUB 1.1 billion (USD 38 million) in 2005.  With a
historical net retention ratio of around 30%, A.M. Best believes
that Transsib Re's potential for net premium growth during the
next three years (at a rate of approximately 15% - 20% per annum -
slightly faster than the domestic market) is likely to be
constrained by significant capital pressures.

Transsib Re's technical performance has historically been
excellent, with combined ratios of around 90%.  A.M. Best believes
that despite these positive underwriting results and a
comprehensive reinsurance programme, the net exposures in respect
of natural catastrophes are material enough to impact
significantly Transsib Re's capital position.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


ORBITAL SCIENCES: Closes Sale on $125-Mil. Sr. Subordinated Notes
-----------------------------------------------------------------
Orbital Sciences Corporation closed on the sale of $125 million
aggregate principal amount of 2.4375% convertible senior
subordinated notes due 2027.

The company entered, on Dec. 7, 2006, into a purchase agreement
with Wachovia Capital Markets LLC and Banc of America Securities
LLC as the "Initial Purchasers," relating to the offering by the
company of the 2.4375% Notes due 2027.  The Purchase Agreement
also granted the Initial Purchasers an option to purchase up to
$18.75 million aggregate principal amount of the Notes to cover
over-allotments.  On Dec. 7, 2006, the Initial Purchasers
exercised the option in full.

The net proceeds from the offering, after deducting the Initial
Purchasers' discount and estimated offering expenses, were
approximately $141 million, of which, approximately $50 million
will be used to repurchase shares of common stock of the company
in a separate transaction.  The remaining net proceeds, together
with available cash, will be used to repurchase its 9% senior
notes due 2011.

The Notes were issued under an Indenture by and between the
company and The Bank of New York, as trustee, dated as of
Dec. 13, 2006.  The Notes and the shares of Common Stock issuable
in certain circumstances upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended and
the Notes were sold to the Initial Purchasers in reliance on the
exemption from registration provided by Section 4(2) of the
Securities Act.  The Initial Purchasers then sold the Notes to
qualified institutional buyers pursuant to the exemption from
registration provided by Rule 144A under the Securities Act.

                   Registration Rights Agreement

In connection with the sale of the Notes, the Company entered into
a registration rights agreement with the Initial Purchasers, under
which, the company agreed to file a shelf registration statement
providing for the resale by the holders of the Notes and the
shares of common stock issuable upon conversion of the Notes
within 120 days after the Closing and to cause the shelf
registration statement to be declared effective within 180 days
after the Closing.

              Amendment of Revolving Credit Facility

Also in connection with the sale of the Notes, the Company entered
into an amendment with Bank of America, N.A., to its existing
$50 million revolving credit facility to permit the sale of the
Notes by the Company.  The amendment also increases the previously
existing option of the company to increase the aggregate revolving
loan commitment from a maximum amount of $75 million to
$100 million, if one or more new or existing lenders agrees to
provide the amount of the increase.

A full text-copy of the Indenture may be viewed at no charge at
http://ResearchArchives.com/t/s?171d

A full text-copy of the Registration Rights Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?171e

A full text-copy of the Second Amendment to the Credit Agreement
may be viewed at no charge at http://ResearchArchives.com/t/s?1720

Orbital Sciences Corporation (NYSE: ORB)
-- http://www.orbital.com/-- develops and manufactures small
space and rocket systems for commercial, military and civil
government customers.  The company's primary products are
satellites and launch vehicles, including low-orbit,
geosynchronous and planetary spacecraft for communications, remote
sensing, scientific and defense missions; ground- and air-launched
rockets that deliver satellites into orbit; and missile defense
systems that are used as interceptor and target vehicles.  Orbital
also offers space-related technical services to government
agencies and develops and builds satellite-based transportation
management systems for public transit agencies and private vehicle
fleet operators.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006
Standard & Poor's Ratings Services assigned its 'B+' rating to the
$143.8 million 2.4375% convertible subordinated notes due 2027 of
Orbital Sciences Corp.

As reported in the Troubled Company Reporter on Oct. 3, 2006
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, confirmed its Ba2 Corporate Family Rating for Orbital
Sciences Corporation and its Ba3 rating on the company's 9% Senior
Notes due 2011.  Moody's assigned those debentures an LGD4 rating
suggesting noteholders will experience a 61% loss in case of
default.


PACKAGING SOLUTIONS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Packaging Solutions of Aitkin, Inc.
        1015 Pacific Street Northwest
        P.O. Box 110
        Aitkin, MN 56431
        Tel: (218) 232-5122

Bankruptcy Case No.: 06-50567

Type of Business: The Debtor manufactures wood pallets & skids.

Chapter 11 Petition Date: December 5, 2006

Court: District of Minnesota (Duluth)

Judge: Gregory F. Kishel

Debtor's Counsel: Joseph V. Ferguson, Esq.
                  Johnson Killen & Seiler P.A.
                  230 West Superior Street, Suite 800
                  Duluth, MN 55802
                  Tel: (218) 722-6331
                  Fax: (218) 722-3031

Debtor's financial condition as of July 30, 2006:

      Total Assets:   $270,295

      Total Debts:  $1,901,465

Debtor's 14 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
Christensen Forest Products                  $356,639
P.O. Box 382
Pine River, MN 56474

Biewer Lumber                                  $6,313
400 Red Pine Court
P.O. Box 230
Pentice, WI 54556

Sapphire Lumber Company                        $5,557
P.O. Box 1466
Hamilton, MT 59840

Nationwide Printing                            $4,395

American Express                               $3,734

Teknapack                                      $3,720

Dick Norlander                                 $3,472

Packaging, Inc.                                $3,313

Clow Stamping                                  $2,732

U.S. Bank Visa                                 $2,166

Westport Insurance                             $1,417

Acuity Insurance                               $1,210

UPAC Insurance                                 $1,062

American Welding & Steel Supply                   $32


POLYMER GROUP: Completes Amendment of Senior Credit Facility
------------------------------------------------------------
Polymer Group, Inc., reported that it has successfully amended its
senior credit facility.

"We appreciate the continued support from our lending group and
are pleased our amendment requests were approved as submitted"
said Polymer Group's chief financial officer, Willis (Billy)
Moore.  "This amendment provides greater financial flexibility
which allows PGI to focus on growing the business and executing
our strategies to become the industry leader as we strive to de-
leverage our balance sheet through the combination of debt
repayment and earnings growth."

The amendment to the senior facility, among other things, included
certain changes to the definitions of Consolidated EBITDA used for
calculating the Total Leverage Ratio and Interest Expense Coverage
Ratios and provided for increased flexibility under each of the
Total Leverage Ratio and Interest Expense Coverage Ratio
covenants.  The company was in full compliance with its credit
agreement at the end of the third quarter ended Sept. 30, 2006 and
expects to remain in compliance for the foreseeable future.

Polymer Group, Inc., -- http://www.polymergroupinc.com/--
(OTC Bulletin Board: POLGA/POLGB) develops, manufactures and
markets engineered materials.  The company operates 22
manufacturing facilities in 10 countries throughout the world.
The company has manufacturing offices in Argentina, China and
France, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2006,
Standard & Poor's Ratings Services revised its outlook on Polymer
Group Inc. to negative from stable.  All ratings, including the
'BB-' corporate credit rating, were affirmed.

The outlook revision follows several quarters of weaker-than-
expected performance and somewhat higher-than-expected debt
primarily due to raw material cost escalation and some product mix
shifts.  Also contributing to the disappointing results were
several one-time items such as costs related to technical problems
associated with new equipment, an acquisition that was not
consummated, the closing of manufacturing capacity, and moving the
company's headquarters.


PREMIUM PAPERS: Court Approves Disclosure Statement
---------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware approved Premium Papers Holdco, LLC,
and its debtor-affiliates' First Amended Disclosure Statement
explaining their First Amended Joint Plan of Reorganization on
Nov. 22, 2006.

Judge Sontchi determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind -- for
creditors to make informed decisions when the Debtors asks them to
vote to accept the Plan.

                  General Concept of the Plan

As reported in the Troubled Company Reporter on Nov. 6, 2006, the
Court had approved the sale of substantially all assets related to
PF Papers, LLC's business operations in Park Falls, Wisconsin, to
a third party buyer.  The sale has closed and the Debtors are now
seeking to administer the remaining assets in the PF Papers and
Smart Papers, LLC, Estates.

The Plan provides for the transfer of these remaining assets, on
the effective date of the Plan.  Under the Plan, 92.5% of the
initially issued and outstanding shares of capital stock in Newco
will be issued to Plainfield Special Situations Master Fund Ltd.
in satisfaction of $5,000,000 of the Plainfield Secured Claim, and
the remaining 7.5% of the initially issued and outstanding shares
of capital stock in Newco will be issued to the Creditor Trust.

The Plan also provides that the Creditor Trust Assets, which
include:

   -- $200,000;
   -- the Creditor Trust Shares;
   -- the Excluded Causes of Action;
   -- the Reorganized Debtors Membership Interests; and
   -- other excluded actions,

will be transferred to the Creditor Trust on the effective date
for the benefit of the holders of Allowed Claims in consolidated
Class 5.

The remaining shares will be used to pay unsecured creditors, and
another $1.6 million will be paid to former owner International
Paper.  Pursuant to the Plan, holders of allowed administrative
claims, ad valorem tax claims and priority claims will be paid in
full.  In addition, holders of other secured claims will either
be:

   a) paid in full;

   b) received title to the holders' collateral; or

   c) paid under the terms of an agreement.

A full-text copy of the Debtors' Disclosure Statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=061219204100

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.  The company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  Mary E. Seymour,
Esq., at Lowenstein Sandler PC, represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they listed unknown estimated assets and $10
million to $50 million estimated debts.


PRIMARY INSURANCE: A.M. Best Downgrades Rating and Revises Status
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B++ (Very Good) and the issuer credit rating to "bb+"
from "bbb" of Primary Insurance Company Limited (Ireland).  The
under review status of the ratings applied in June 2006 has been
revised to developing from negative.

The downgrade reflects weakening in PICL's risk adjusted
capitalisation due to deterioration in its financial performance
caused partly by reserve strengthening in its commercial small to
medium-sized account in 2006.  Performance has also been affected
by higher than anticipated reinsurance costs, further softening in
PICL's main lines of business and high expenses caused by a
reduction in the level of business written.  Whilst the reduction
in business written will benefit PICL's risk adjusted
capitalization, the company is dependent on financial support from
its ultimate parent, Primary Group Limited (Bermuda).

The ratings remain under review while A.M. Best assesses the
impact of management actions PGL proposes to take to strengthen
risk-adjusted capitalisation.  If PGL provides additional explicit
support, then PICL may be able to recover a secure rating.
However, in the absence of any action from PGL, a further
downgrade is likely.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


RAAC SERIES: Moody's Places Class M-6 Certificates' Rating at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by RAAC Series 2006-SP4 Trust and ratings
ranging from Aa2 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by fixed-rate and adjustable-rate
newly originated and seasoned loans acquired by Residential Asset
Mortgage Products, Inc., an affiliate of Residential Funding
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, and a yield maintenance
agreement.

Moody's expects collateral losses to range from 3.35% to 3.85%.

Primary servicing will be provided by Homecomings Financial, LLC,
GMAC Mortgage, LLC, and Litton Loan Servicing LLP.  Residential
Funding Company, LLC will act as master servicer.

Moody's has assigned Homecomings its top servicer quality rating
of SQ1 as a primary servicer of prime loans and a servicer quality
rating of SQ2+ as a primary servicer of subprime loans.

Furthermore, Moody's has assigned Litton Loan Servicing LLP its
top servicer quality rating of SQ1 as primary servicer of subprime
loans and GMAC-RFC its top servicer quality rating of SQ1 as a
master servicer respectively.

These are the rating actions:

   * RAAC Series 2006-SP4 Trust

   * Mortgage Asset-Backed Pass-Through Certificates, Series
     2006-SP4

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class A-3, Assigned Aaa
                     Class M-1, Assigned Aa2
                     Class M-2, Assigned A2
                     Class M-3, Assigned Baa1
                     Class M-4, Assigned Baa2
                     Class M-5, Assigned Baa3
                     Class M-6, Assigned Ba1


REALOGY CORP: Inks $9-Bil. Purchase Pact With Apollo Management
---------------------------------------------------------------
Realogy Corporation has entered into a definitive agreement
to be acquired by an affiliate of Apollo Management L.P. in a
transaction valued at approximately $9 billion, including the
assumption or repayment of approximately $1.6 billion of net
indebtedness and legacy contingent and other liabilities of
approximately $750 million.

Under the terms of the agreement, Realogy stockholders would
receive $30.00 per share in cash at closing, representing a
premium of 18% over Friday's market closing price of $25.50 and a
premium of 26% over Realogy's average closing share price since
its spin-off from Cendant Corporation on August 1, 2006.

In addition, the total transaction value represents a multiple of
approximately 11x the mid-point of the company's previously
released 2006 EBITDA guidance before restructuring and spin-off-
related costs, and approximately 12x the consensus Wall Street
estimate of 2007 Company EBITDA.

On the unanimous recommendation of a special committee of the
Board of Directors comprised entirely of independent and
disinterested directors, the Board of Directors of Realogy
approved the agreement and recommended that Realogy's stockholders
adopt the agreement.

"After careful consideration, our board of directors has concluded
that this transaction is in the best interests of Realogy and our
stockholders," chairman and chief executive officer Henry R.
Silverman said.

"It will enable stockholders to realize the value of Realogy's
fundamentally strong businesses.  At the same time, the valuation
takes into account the substantial pressures and uncertainties
facing the residential real estate markets that may well continue
for some time.  Realogy will benefit from ownership by an investor
committed to building further on the solid foundation provided by
the Company's leading market positions and to developing long-term
opportunities for growth."

Commenting on the transaction, Marc Becker, partner at Apollo,
said, "Realogy's powerful real estate brands and their long
heritage of leadership in the industry serve as a strong platform
for future growth and we are pleased to again have it as part of
our investment portfolio.  We are committed to working with
Realogy's talented senior management team and dedicated employees
to invest in the business and position it for long-term growth and
success."

"We are excited about the opportunity to grow our company in
partnership with Apollo," Realogy vice chairman and president
Richard A. Smith said.

"Apollo's interest in our company is a clear recognition of the
attractiveness of Realogy, our businesses and the success we have
achieved.  Apollo has a strong track record of growing businesses.
Under its ownership, Realogy's strong and highly competitive
franchising, brokerage, relocation and title services businesses
will be able to continue moving forward, executing our current
business plans and developing new opportunities for growth."

Pursuant to existing contractual arrangements, it is expected that
Mr. Silverman will continue to serve as chairman and CEO until the
expiration of his current employment agreement on Dec. 31, 2007,
at which time it is expected that he will be succeeded as CEO by
Mr. Smith.

Mr. Silverman and the company have agreed that he will not be an
equity participant with Apollo in the acquisition, and will
receive the same per share consideration for his shares and in-
the-money options as other stockholders and option holders under
the merger agreement.

As with all other option holders, all of Mr. Silverman's out-of-
the-money options will be cancelled.  No discussions have been
held with other members of senior management regarding management
participation in the transaction, but it is anticipated that the
senior management team will remain with the company following the
transaction's closing.

There is no financing condition to the obligations of Apollo to
consummate the transaction, and Apollo has already secured
commitments from JPMorgan, Credit Suisse, and Bear Stearns to
provide the debt financing for this cash transaction.  In
addition, Apollo has committed to provide $2 billion of equity to
complete the transaction.

The agreement is subject to the affirmative vote of the holders of
a majority of the outstanding shares of Realogy, antitrust and
insurance approvals, and other customary closing conditions.
Realogy and Apollo currently anticipate consummating the
transaction in the spring of 2007.  Upon the closing of the
transaction, shares of Realogy common stock would no longer be
listed on the New York Stock Exchange.

Under the terms of the agreement, Realogy may solicit alternative
proposals from third parties until Feb. 14, 2007, and intends to
consider any such proposals through its special committee and with
the assistance of its independent advisors.  In addition, Realogy
may, at any time, subject to the terms of the merger agreement,
respond to unsolicited proposals.  If the company accepts a
superior proposal, a break-up fee would be payable by the company
to Apollo.

Realogy advises that there can be no assurance that the
solicitation of superior proposals will result in an alternative
transaction.

Substantially all of the company's Floating Rate Senior Notes due
2009, 6.150% Senior Notes due 2011 and 6.500% Senior Notes due
2016 will be either assumed or repaid.  The transaction, however,
does not require the consent of any bondholders.  In the event
that Realogy's credit rating falls below investment grade and a
change of control has occurred, the company would be required to
offer to repurchase these Notes at 100% of face value following
the closing.

Realogy has received a written legal opinion that the transaction
with Apollo will not impact the tax-free nature of the company's
spin-off from Cendant Corporation.  Realogy became a publicly
traded real estate services company listed on the NYSE and a
member of the S&P 500 on Aug. 1, 2006, after completing its spin-
off from Cendant Corporation.  Previously, Realogy's business
units and brands operated as part of the Cendant Real Estate
Services Division.

In connection with the transaction, Evercore Partners served as
financial advisor to Realogy; and Skadden, Arps, Slate, Meagher &
Flom served as its legal counsel.

JPMorgan and Credit Suisse served as financial advisors to Apollo;
and Wachtell, Lipton, Rosen & Katz served as its legal counsel.
JPMorgan, Credit Suisse and Bear Stearns are providing Apollo with
debt financing.

A full-text copy of the companies agreement and plan of merger is
available for free at http://ResearchArchives.com/t/s?174f

                    About Apollo Management L.P.

Apollo, founded in 1990, is a recognized leader in private equity,
debt and capital markets investing.  Since its inception, Apollo
has successfully invested over $16 billion in companies
representing a wide variety of industries, both in the U.S. and
internationally.  Apollo is currently investing its sixth private
equity fund, Apollo Investment Fund VI, L.P., which along with
related co-investment entities, represents approximately
$12 billion of committed capital.

                        About Realogy Corp.

Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H)--
http://www.realogy.com/-- is real estate franchisor and a member
of the S&P 500.  The company has a diversified business model that
also includes real estate brokerage, relocation, and title
services.  Realogy's world-renowned brands and business units
include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), ERA(R), Sotheby's International Realty(R), NRT
Incorporated, Cartus, and Title Resource Group.  Realogy has more
than 15,000 employees worldwide.

                           *     *     *

Standard & Poor's downgraded Realogy Corp.'s long-term foreign and
local issuer credit ratings to BB+.


REALOGY CORP: Earns $87 Million in Third Quarter of 2006
--------------------------------------------------------
Realogy Corporation has reported results for third quarter 2006,
which were at the high-end of the range of expectations.

Specifically, third quarter revenue was $1.73 billion.  The
company incurred $277 million in EBITDA before separation,
restructuring, and legacy costs of Realogy's former parent,
Cendant Corp.  The majority of the aggregate separation,
restructuring and legacy costs are non-cash.

After deducting all those costs, net income was $87 million.

Realogy's third quarter 2006 operating results declined year-over-
year, as expected, primarily as a result of the industry-wide
slowdown in U.S. existing home sales, which began in 2005.

"During the third quarter, year-over-year home sale sides declined
by 22% at Realogy Franchise Group and by 23% at NRT Inc., the
company's owned brokerage unit," Richard A. Smith, Realogy's vice
chairman and president, commented.

"The larger decline at NRT reflects its concentration in the major
coastal markets such as California and Florida, where recent home
sale declines have been more pronounced than the national average,
partially offset by brokerage acquisitions.

"The decline in sides was marginally offset by slightly higher
year-over-year home prices at NRT.  We continue to expect full
year 2006 home sale sides to be down 15% to 20% at RFG and 13% to
16% at NRT.

"During the current down cycle in the residential real estate
market, we are continuing to strengthen our position as the
world's largest real estate franchisor and a leading provider of
real estate services.

"For example, we continue to grow our franchise network and
rationalize our fixed cost base so that we are a stronger company
when growth resumes."

With respect to the long-term outlook for the business, Mr. Smith
stated: "We remain bullish on the secular growth of the U.S.
residential real estate market, which is being driven by
compelling demographic and economic trends.

"Once we cycle through the current period of moderation, we expect
to return to long-term, double-digit earnings growth driven by
increasing home sales and price coupled with incremental growth
from company-specific initiatives such as new franchise sales,
brokerage acquisitions and increased cross-selling."

       Strategic, Operational and Financial Accomplishments

Over the past several months, the company made considerable
progress towards its strategic, operational, and financial goals:

   -- Completed the spin-off from its former parent Cendant
      Corporation.  On Aug. 1, 2006, Realogy's stock began trading
      "regular-way" on the New York Stock Exchange under ticker
      symbol "H," representing "homes," and also became a member
      of the S&P 500 index.

   -- In late August, authorized a stock repurchase program for up
      to 48 million shares (or approximately 19% of the company's
      shares then outstanding), which is being funded principally
      from the $1.4 billion of proceeds Realogy received from
      Cendant's sale of Travelport.  Pursuant to this program, the
      company repurchased 37 million shares of its common stock at
      $23 per share, for an aggregate of $851 million, through a
      modified "Dutch Auction" tender offer, reducing its
      outstanding shares to approximately 215 million.  The
      company intends to repurchase the remaining 11 million
      shares under the share repurchase program through open
      market purchases.

   -- Completed the sale of $1.2 billion aggregate principal
      amount of senior notes in an unregistered offering, which
      was increased in size from $800 million.  The maturities of
      the notes range from 3 years to 10 years and the proceeds
      from the offering, together with cash on hand, were used to
      repay the $1.225 billion principal amount that was
      outstanding under the company's interim term loan facility.

   -- Maintained approximately the same commission rate per
      transaction side at NRT for the fifth consecutive quarter,
      primarily as a result of the "Getting What You're Worth"
      campaign, which NRT implemented with its sales associate
      population in late 2005.

                           2006 Outlook

The Company reiterated its full year 2006 guidance, which was
originally issued on Aug. 23, 2006.  Specifically, full-year 2006
revenue is expected to range from $6.4 billion to $6.7 billion;
EBITDA before separation, restructuring and legacy costs is
expected to range from $800 million to $900 million; and net
income, after deducting all such costs, is expected to range from
$250 million to $340 million.

                           Balance Sheet

At Sept. 30, 2006, the company's balance sheet showed
$7.483 billion in total assets, $4.268 billion in total
liabilities, and $3.215 billion in total stockholders' deficit.

The company's Sept. 30 balance sheet showed strained liquidity
with $2.935 billion in total current assets available to pay
$3.532 billion in total liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1750

                        About Realogy Corp.

Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H)--
http://www.realogy.com/-- is real estate franchisor and a member
of the S&P 500.  The company has a diversified business model that
also includes real estate brokerage, relocation, and title
services.  Realogy's world-renowned brands and business units
include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), ERA(R), Sotheby's International Realty(R), NRT
Incorporated, Cartus, and Title Resource Group.  Realogy has more
than 15,000 employees worldwide.

                           *     *     *

Standard & Poors downgraded Realogy Corp.'s long-term foreign and
local issuer credit ratings to BB+.


REICHMANN PETROLEUM: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Reichmann Petroleum Corp.
        fka Richman Petroleum Corp.
        1048 Texan Trail
        Grapevine, TX 76051

Bankruptcy Case No.: 06-60843

Chapter 11 Petition Date: December 8, 2006

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan, Andrews & Foley, LLP
                  1700 Pacific Avenue, Suite 2600
                  Dallas, TX 75201-4693
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


RIM SEMICONDUCTOR: Holders Convert $4.7 Mil of Debt to Stock
------------------------------------------------------------
Holders of Rim Semiconductor's 7% Senior Secured Convertible
Debentures issued in March 2006 have converted $4,723,000
principal amount of the debentures into the company's common
stock, as of Dec. 12, 2006.

As a result of 78.7% conversion, the security interest related to
the debentures terminated.

Approximately 21.3% or $1,277,000 principal amount of the
Debentures remained outstanding as of Dec. 12, 2006.

The company raised gross proceeds of $6 million from the private
placement to institutional and individual investors of the
Debentures on March 6, 2006.

To secure its obligations under the debentures, the company
granted a security interest in substantially all of its assets,
including its intellectual property, in favor of the investors.
The security interest terminated on Dec. 8, 2006, the date on
which less than one-quarter of the original principal amount of
the Debentures issued on the closing date are outstanding.

Headquartered in Portland, Oregon, Rim Semiconductor Company fka
New Visual Corporation -- http://www.rimsemi.com/-- is an
emerging fabless communications semiconductor company.  It has
made available an advanced technology that allows data to be
transmitted at greater speed and across extended distances over
existing copper wire.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Rim
Semiconductor's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Oct. 31, 2005, and 2004.  The auditing firm pointed to the
Company's $3,145,391 working capital deficiency at Oct. 31, 2005.
The Company's October 31 balance sheet showed strained liquidity
with $407,512 in current assets available to pay $3,552,903 of
current liabilities coming due within the next 12 months.


RIVIERA TOOL: Posts $1.6 Million in Fiscal Year Ended Aug. 31
--------------------------------------------------------------
Riviera Tool Company reported a $1.6 million net loss on sales of
$24 million for the year ended Aug. 31, 2006, compared with a
$2.5 million net loss on $19.3 million of sales for the prior
year.

The $863,000 decrease in net loss is primarily due to the $411,592
increase in gross profit mainly resulting from the increase in
sales, and the $364,955 decrease in selling and administrative,
partially offset by the $269,765 increase in interest expenses.
Moreover, the company incurred $345,198 in subordinated debt
financing costs in fiscal 2005, absent in 2006.

Total revenue increased from approximately $19.3 million in 2005
to $24 million in fiscal 2006, an increase of 24%.  This was a
result of the company experiencing a strong contract backlog of
$13.7 million as of Aug. 31, 2005, which resulted in an increase
of 19% in shop floor hours and increased revenues in fiscal 2006.

Selling and administrative expense for fiscal 2006 decreased to
$2.4 million or 10% of sales, from $2.8 million or 15% of sales in
fiscal 2005.  This decrease was largely a result of the company
incurring $700,000 in legal and professional fees during fiscal
2005 as a result of the company's former primary lender, Comerica
Bank, requiring the company to retain the services of a consulting
company and reimburse the lender's legal counsel during fiscal
2005.

Interest expense increased from $1.6 million for fiscal 2005 to
$1.9 million for fiscal 2006, primarily due to the increase in
total weighted average long-term debt being higher in fiscal 2006
as compared to fiscal 2005.

At Aug. 31, 2006, the company's balance sheet showed $21.2 million
in total assets, $17.2 million in total liabilities, and
$4 million in total stockholders' equity.  Additionally, retained
deficit rose to $14.8 million at Aug. 31, 2006.

Full-text copies of the company's consolidated financial
statements are available for free at:

                http://researcharchives.com/t/s?1748

                        Going Concern Doubt

BDO Seidman LLP expressed substantial doubt about Riviera Tool
Company's ability to continue as a going concern after auditing
the company's consolidated financial statements for the year ended
Aug. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations and retained deficit.

                        About Riviera Tool

Riviera Tool Company(ASE: RTC) -- http://www.rivieratool.com/--  
designs and manufactures die systems for the production of
underbody panels, inter-structural panels, outer body panels, and
bumper systems.  A majority of the company's sales are to
DaimlerChrysler, General Motors Corporation, Mercedes-Benz, BMW
and their tier one suppliers of sheet metal stamped parts and
assemblies.


RUSS' CAR WASH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Russ's Car Wash, Inc.
        aka Jimmy's Vintage Wash & Lube
        aka Russ's Quick Lube
        1304 West 2nd Street
        Grand Island, NE 68801

Bankruptcy Case No.: 06-41676

Type of Business:

Chapter 11 Petition Date: December 4, 2006

Court: District of Nebraska (Lincoln)

Debtor's Counsel: Galen E. Stehlik, Esq.
                  Lauritsen, Brownell, Brostrom, Stehlik
                  724 West Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


SANMINA-SCI: Delays Annual Report Filing for Year Ended Sept. 30
----------------------------------------------------------------
Sanmina-SCI Corporation has notified the Securities and Exchange
Commission under Rule 12b-25 that it will be unable to file its
annual report on Form 10-K for the fiscal year ended
Sept. 30, 2006 on a timely basis.

The company says that it is completing its preparation of, and its
outside independent accounting firm is in the process of, auditing
its Form 10-K.  The company intends to file its Form 10-K within
the 15-day extension period afforded by SEC Rule 12b-25 under the
Securities Exchange Act of 1934, as amended.

In Oct. 12, 2006, the company disclosed that a restatement of its
historical financial results would be necessary in order to record
additional stock-based compensation expenses.

The company filed on Dec. 13, 2006, its Form 10-Q for the period
ended July 1, 2006.  The financial statements, and related
footnotes and disclosures have been adjusted to reflect the
results of the investigation.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(Nasdaq: SANM) -- http://www.sanmina-sci.com/-- is an electronics
contract manufacturing services companies providing a full
spectrum of integrated, value added solutions.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006
Moody's assigned a Ba2 rating to Sanmina-SCI Corporation's
proposed $600 million unsecured term loan facility due 2008.
Sanmina's corporate family rating of Ba2 and all of its other
outstanding ratings will remain under review for possible
downgrade.  Likewise, the new Ba2 rating on the proposed term loan
facility will also be placed under review for possible downgrade.

Moody's notes that Sanmina's debt ratings were placed under review
for possible downgrade on Aug. 14, 2006 following Sanmina's
announcement of the on-going investigation into its stock option
administration practices and its confirmation that it would not be
able to file with the SEC its 10-Q for the quarter ended
July 1, 2006 by the required deadline.  The ratings for the new
facility reflects both the overall probability of default of the
company, to which Moody's assigned a PDR of Ba2, and a loss given
default of LGD 3.

As reported in the Troubled Company Reporter on Oct. 18, 2006
Fitch Ratings downgraded Sanmina-SCI Corporation's Senior
subordinated debt to 'B/RR5' from 'B+/RR4' and assigned a
'BB+/RR1' on its $600 million term loan expiring January 2008.


SOLUTIA INC: Taking Full Ownership of Flexsys from Akzo Nobel
-------------------------------------------------------------
Solutia Inc. has reached an agreement in principle to purchase
Akzo Nobel N.V.'s stake in Flexsys as well as Akzo Nobel's
Crystex, a "non-blooming vulcanizing agents for unsaturated
elastomers" business in Japan.

The proposed transaction is subject to completion of the
definitive purchase agreement, approval by the U.S. Bankruptcy
Court for the Southern District of New York, receipt of required
regulatory approvals and the fulfillment of other customary
closing conditions.

Solutia expects to fund the purchase through a combination of
sources, including a portion of its new debtor-in-possession
financing package.

                           About Flexsys

Headquartered in Brussels, Belgium, Flexsys --
http://www.flexsys.com-- is a 50%/50% rubber chemicals joint
venture between Akzo Nobel and Solutia, and is a supplier of
chemicals to the rubber industry.  Flexsys' products are
manufactured at 15 facilities worldwide: eight in Europe, three in
North America, two in South America and two in Asia.  Flexsys also
operates three technology centers, as well as more than 40 sales
offices worldwide.

                          About Akzo Nobel

Netherlands-based Akzo Nobel N.V., is a multicultural organization
serving customers throughout the world with human and animal
healthcare products, coatings, and chemicals.  Akzo Nobel employs
around 61,500 people and conduct activities in four segments -
human and animal health, coatings and chemicals - subdivided into
13 business units, with operating subsidiaries in more than 80
countries.

                         About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.


SORELL INC: Sept. 30 Balance Sheet Upside-Down By $11.8 Million
---------------------------------------------------------------
At Sept. 30, 2006, Sorell Inc.'s balance sheet showed $14 million
in total assets and $25.8 million in total liabilities, resulting
in an $11.8 million stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $6.4 million in total current assets
available to pay $21 million in total current liabilities.

Sorell reported a $2.5 million net loss on $3.9 million of total
revenues for the quarter ended Sept. 30, 2006, compared with a
$2.1 million net loss on $8.2 million of total revenues for the
same period in 2005.

The increase in net loss is primarily due to the decrease in total
revenues, particularly manufacturing revenues, which decreased to
$3 million from $7.5 million in 2005.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?174b

                        Recent Developments

In view of the inability of the company to secure additional
financing needed to cover negative cash flows, the company has
discontinued the Korean local manufacturing  service as of the end
of September 2006 and now, S-Cam Co, Ltd., the company's operating
subsidiary, which is the Korean local manufacturing site, has
entered into a liquidation process under Korean Law.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
SF Partnership, LLP, Chartered Accountants, in Toronto, Canada,
raised substantial doubt about Sorell Inc., fka NetMeasure
Technology Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2005, and 2004.  The auditor pointed to the
company's recurring losses.

                         About Sorell Inc.

Sorell Inc., fka NetMeasure Technology Inc., (OTCBB: SLII)
develops, manufactures, sells consumer electronics, which includes
mobile phones, MP3 players, MP3 CD players, portable media
players, mobile cameras and other devices.  S-Cam Co., Ltd., based
in Korea, is an operating subsidiary of Sorell and a divestiture
from Samsung Electronics.


STELLAR TECH: Donald Innis Resigns as President
-----------------------------------------------
Stellar Technologies Inc., nka GeM Solutions Inc., accepted on
Dec 13, 2006, the resignation of Donald R. Innis as president.
Mr. Innis' resignation is effective Nov. 30, 2006.

In connection with his resignation, the company entered into a
letter agreement with Mr. Innis, which provides for:

     (i) a severance payment equal to Mr. Innis' base salary for
         the month of December 2006 together with payment for all
         accrued and unused vacation time;

    (ii) payment of health insurance coverage for Mr. Innis and
         his dependants through Feb. 28, 2007;

   (iii) the issuance of a fully vested option to purchase 250,000
         shares of common stock at an exercise price of $0.25 per
         share which terminates two years from the date of grant;
         and

    (iv) immediate vesting of all options previously issued to
         Mr. Innis which will be exercisable for a period of two
         years.

In consideration of the agreement, Mr. Innis released all claims
that he has or may have against the company and any of its
subsidiaries and affiliates, and will remain available to assist
the company in concluding any pending business matters during
December 2006.

           Issuance of Options to Executive Officers

The company issued on Dec. 8, 2006, options to Mark Sampson, chief
executive officer, John E. Baker, chief financial officer, Rusty
Wright, senior vice president of sales, and Brian Ellis, vice
president of marketing and corporate communications to purchase
4,000,000, 350,000, 350,000, and 500,000 shares of common stock,
respectively.

The options have an exercise price of $0.25 per share, vest in
three equal installments over an eighteen-month period from the
date of grant, and terminate ten years from the date of grant.
The options issued to Mr. Baker were issued under the company's
2005 Stock Incentive Plan.

On Dec. 8, 2006, the company further issued options under its 2005
Stock Incentive Plan to certain employees to purchase an aggregate
of 1,040,000 shares of common stock.  The options have an exercise
price of $0.25 per share, vest in three equal installments over an
eighteen-month period from the date of grant, and terminate ten
years from the date of grant.

                     About Stellar Technologies

Stellar Technologies Inc. nka GeM Solutions Inc. provides employee
internet management products that enable businesses, government
agencies, schools and other organizations to monitor, analyze and
evaluate reports about employee computer use, including Internet
access and instant messaging.  The company's products consist of
Stellar IM Web Based Edition, Stellar IM Enterprise Edition,
Stellar Internet GEM, and E-mail Shuttle.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Malone & Bailey, PC, in Houston, Tex., raised substantial doubt
about Stellar's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended June 30, 2006, and 2005.  The auditing firm pointed to
the Company's recurring losses from operations and negative
working capital.


STRIKEFORCE TECH: Posts $1.1 Million in Quarter Ended Sept. 30
--------------------------------------------------------------
Strikeforce Technologies Inc. reported a $1.1 million net loss on
$99,155 of revenues for the quarter ended Sept. 30, 2006, compared
with a $1.6 million net loss on $14,620 of revenues for the same
period in 2005.

The decrease in net loss was primarily due to a decrease in
salaries, benefits and overhead costs for executive and
administrative personnel, fees for professional services,
promotion and marketing expenses and net mark to market changes in
the fair value of derivative instruments relating to the
convertible promissory notes.

The increase in revenues was primarily due to the implementation
of several new projects and the signing up of several new clients
onto the company's platform and the activity generated by the new
clients.

At Sept. 30, 2006, the company's balance sheet showed $2.5 million
in total assets and $6.3 million in total liabilities, resulting
in a $3.8 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $696,598 in total current assets available
to pay $3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1752

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2006,
Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about StrikeForce Technologies' ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the company's recurring
losses from operations, deminimus revenues and working capital
deficiency.

                           *     *     *

Strikeforce Technologies Inc. (OTCBB: SKFT) --
http://www.sftnj.com/-- provides total identity assurance
solutions to both industry and government.

The foundation of the StrikeForce product suite is ProtectID(TM)
-- a "hack proof" authentication solution that utilizes two
separate pathways to protect a person's identification - one that
communicates to the server via a traditional route, and another
that travels 'Out-of-Band' by using a telephone or a cell phone.


STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust 2006-BC4 and a ratings ranging from Aa1 to Ba1
to the subordinate certificates in the deal.

The securitization is backed by BNC Mortgage, Inc, Countrywide
Home Loans, Inc., and Lehman Brothers Bank, FSB originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Lehman Brothers Holdings Inc.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by lender paid primary
mortgage insurance provided by Mortgage Guaranty Insurance
Corporation and PMI Mortgage Insurance Co.

The ratings also benefit from subordination, excess spread, and
overcollateralization.  The ratings also benefit from both the
interest-rate swap agreement and interest-rate cap agreements,
both provided by IXIS Financial Products Inc.  After taking into
consideration the coverage of the primary mortgage insurance,
Moody's expects collateral losses to range from 4% to 4.5%.

Option One Mortgage Corporation, Countrywide Home Loans Servicing
LP, Aurora Loan Services LLC and JPMorgan Chase Bank, National
Association will service the mortgage loans and Wells Fargo Bank,
N.A. will act as master servicer to the mortgage loans.

Moody's has individually assigned both Option One and JPMorgan its
servicer quality rating of SQ1, both as servicers of subprime
mortgage loans.  Moody's has assigned Wells Fargo its servicer
quality rating of SQ1 as a master servicer of mortgage loans.

These are the rating actions:

   -- Structured Asset Securities Corporation Mortgage Loan Trust
      2006-BC4

   -- Mortgage Pass-Through Certificates, Series 2006-BC4

                      Class A1, Assigned Aaa
                      Class A2, Assigned Aaa
                      Class A3, Assigned Aaa
                      Class A4, Assigned Aaa
                      Class A5, Assigned Aaa
                      Class M1, Assigned Aa1
                      Class M2, Assigned Aa2
                      Class M3, Assigned Aa3
                      Class M4, Assigned A1
                      Class M5, Assigned A2
                      Class M6, Assigned A3
                      Class M7, Assigned Baa1
                      Class M8, Assigned Baa2
                      Class M9, Assigned Baa3
                      Class B,  Assigned Ba1


STRUCTURED ASSET: S&P Takes Action on Various Bond Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class M4
from Structured Asset Securities Corp.'s series 2003-S1 to 'A'
from 'BBB-'.

In addition, the ratings on class B2 from SASCO's series 2004-S4
and class B-3 from SASCO Mortgage Loan Trust 2005-S5 remain on
CreditWatch negative, where they were placed Oct. 24, 2006.
Finally, the ratings on 609 other classes from 43 SASCO
transactions were affirmed.

The raised rating reflects an increase in the actual and projected
credit support percentages for the class.  The higher credit
support percentages are the result of the shifting interest
structure of the transaction and the significant paydown of the
collateral pool.  As of the November 2006 remittance
period, SASCO series 2003-S1 had an average outstanding pool
balance of approximately 6.57%.  Currently, class M4 has projected
credit support of $15,672,433 against a current pool balance of
$16.864 million.  The transaction is barely passing its loss
trigger each month and is currently failing its delinquency
trigger.

Consequently, it is not releasing overcollateralization and will
continue to pay down sequentially. Current credit support is much
higher than it was at issuance,
thereby warranting the upgrade.

The CreditWatch placements reflect pool performance that has
eroded credit support for the two affected classes.  During the
past six months, monthly realized losses for these two
transactions have outpaced monthly excess interest.  During this
period, monthly losses have averaged approximately $1,568,004 for
series 2004-S4 and $1,841,149 for series 2005-S5, and the classes
supporting the classes with ratings on CreditWatch have already
defaulted.

This performance trend has caused overcollateralization to drop
below its target for both series.  Overcollateralization is 0.01%
for series 2004-S4 and 0.12% for series 2005-S5, compared with
targets of at least 2% of each deal's original pool balance.

Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch negative.  If
losses decline to a point at which they no longer outpace monthly
excess interest, and the level of credit support has not been
further eroded, Standard & Poor's will affirm the ratings and
remove them from CreditWatch.

Conversely, if losses continue to outpace excess interest,
Standard & Poor's will take further negative rating actions.

The affirmations are based on current credit enhancement
percentages that are sufficient to support the certificates at
their current rating levels.  The mortgage pools backing the
certificates with affirmed ratings experienced realized losses
ranging between 0.00% and 3.82%.

Credit support for the transactions is provided by subordination,
excess interest and overcollateralization.  The underlying
collateral backing the certificates consists primarily of fixed-
rate, first-lien mortgage loans secured by one- to four-family
residential properties.  However, some re-REMIC and second-lien
transactions were also included in this review.

                          Rating Raised

                 Structured Asset Securities Corp.

                                      Rating
                                      ------
                 Series    Class   To         From
                 ------    -----   --         ----
                 2003-S1   M4      A          BBB-

              Ratings Remain On Creditwatch Negative

                 Structured Asset Securities Corp.

                      Series    Class  Rating
                      ------    -----  ------
                      2004-S4   B2     BB+/Watch Neg

                 Structured Asset Securities Corp.
                       Mortgage Loan Trust

                      Series    Class  Rating
                      ------    -----  ------
                      2005-S5   B-3    B/Watch Neg

                      Ratings Affirmed

               Structured Asset Securities Corp.

   Series    Class                                      Rating
   ------    -----                                      ------
   2003-S1   B                                          BB+
   2003-S2   M1-A                                       AA
   2003-S2   M1-F                                       AA
   2003-S2   M2-A                                       A
   2003-S2   M2-F                                       A
   2003-S2   M3                                         A-
   2005-1     1-A1, 1-A2, 1-A3, 1-A4, 1-A5              AAA
   2005-1     1-A6, 2-A1, 3-A1, 4-A1, 5-A1, 6-A1, 7-A1  AAA
   2005-1     7-A2, 7-A3, 7-A4, 7-A5, 7-A6, 7-A7        AAA
   2005-1     AP, AX, PAX, R                            AAA
   2005-1     B1                                        AA
   2005-1     B2                                        A
   2005-1     B3                                        BBB
   2005-1     B4                                        BBB-
   2005-1     B5                                        BB
   2005-1     B6                                        B
   2005-3     1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6, 1-A7  AAA
   2005-3     1-A8, 1-A9, AP, AX, PAX, R                AAA
   2005-3     B1                                        AA
   2005-3     B2                                        A
   2005-3     B3                                        BBB
   2005-3     B4                                        BBB-
   2005-3     B5                                        BB
   2005-3     B6                                        B
   2005-5     1-A1, 1-A2, 1-A3, 1-A4, 1-A5              AAA
   2005-5     2-A1, 2-A2, 2-A3, 2-A4, 2-A5              AAA
   2005-5     3-A1, 3-A2, 4-A1                          AAA
   2005-5     4-PAX, AP, AX, PAX, R                     AAA
   2005-5     B1                                        AA
   2005-5     B2                                        A
   2005-5     B3                                        BBB
   2005-5     B4                                        BBB-
   2005-5     B5                                        BB
   2005-5     B6                                        B
   2005-6     1-A1, 1-A2, 1-A3, 1-A4                    AAA
   2005-6     2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6        AAA
   2005-6     2-A7, 2-A8, 2-A9, 2-A10, 2-A12            AAA
   2005-6     2-A13, 2-A14, 2-A15, 2-A16, 2-A17, 2-A18  AAA
   2005-6     2-A19, 2-A20, 2-A21                       AAA
   2005-6     3-A1, 3-A2, 4-A1, 5-A1, 5-A2, 5-A3, 5-A4  AAA
   2005-6     5-A5, 5-A6, 5-A7, 5-A8, 5-A9, 5-A10       AAA
   2005-6     5-A11, AP, AX, PAX, R                     AAA
   2005-6     B1                                        AA
   2005-6     B2                                        A
   2005-6     B3                                        BBB
   2005-6     B4                                        BBB-
   2005-6     B5                                        BB
   2005-6     B6                                        B
   2005-10    1-A1, 1-A2                                AAA
   2005-10    2-A1, 2-A2, 2-A3, 2-A4                    AAA
   2005-10    3-A1, 3-A2, 3-A3, 3-A4, 3-A5, 3-A6        AAA
   2005-10    4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-A6        AAA
   2005-10    4-A7, 4-A8, 4-A9, 4-A10                   AAA
   2005-10    5-A1, 5-A2, 5-A3, 5-A4                    AAA
   2005-10    5-A5, 5-A6, 5-A7, 5-A8, 5-A9, 5-A10       AAA
   2005-10    6-A-1, 7A-1, 8A-1, AP, AX, PAX, R         AAA
   2005-10    B1                                        AA
   2005-10    B2                                        A
   2005-10    B3                                        BBB
   2005-10    B4                                        BBB-
   2005-10    B5                                        BB
   2005-10    B6                                        B
   2005-14    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6        AAA
   2005-14    1-A7, AP, AX, PAX, R                      AAA
      2005-14    2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6        AAA
   2005-14    3-A1, 4-A1, 4-A2                          AAA
   2005-14    B1                                        AA
   2005-14    B2                                        A
   2005-14    B3                                        BBB
   2005-14    B4                                        BBB-
   2005-14    B5                                        BB
      2005-14    B6                                        B
   2005-15    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6        AAA
   2005-15    2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6        AAA
   2005-15    2-A7, 2-A8, 2-A9, 3-A1, 3-A2              AAA
   2005-15    4-A1, 4-A2, 5-A1, 6-A2, 6-A3              AAA
   2005-15    AP, AX, PAX, R                            AAA
   2005-15    M                                         AA+
   2005-15    B1                                        AA
   2005-15    B2                                        A
   2005-15    B3                                        BBB
   2005-15    B4                                        BBB-
   2005-15    B5                                        BB
   2005-15    B6                                        B
   2005-16    1-A1, 1-A2, 1-A3, 1-A4                    AAA
   2005-16    2-A1, 2-A2, 2-A3, 3-A1, 3-A2              AAA
   2005-16    AX, PAX, 4-A1, AP, R                      AAA
   2005-16    B1                                        AA
   2005-16    B2                                        AA-
   2005-16    B3                                        A
   2005-16    B4                                        A-
   2005-16    B5                                        BBB
   2005-16    B6                                        BBB-
   2005-16    B7                                        BB
   2005-16    B8                                        B
   2005-17    1-A1, 1-A2, 1-A3, 1-A4, 1-A6              AAA
   2005-17    2-A1, 2-A1, 3-A1                          AAA
   2005-17    4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-A6        AAA
   2005-17    5-A1, 5-A2, AX, PAX, 4-A1, AP, R          AAA
   2005-17    B1                                        AA
   2005-17    B2                                        A
   2005-17    B3                                        BBB
   2005-17    B4                                        BB
   2005-17    B5                                        B
   2005-17    B5                                        B
   2005-AR1   A1, A2, A3, A5                            AAA
   2005-AR1   M1                                        AA+
   2005-AR1   M2                                        AA
   2005-AR1   M3                                        AA-
   2005-AR1   M4                                        A+
   2005-AR1   M5                                        A
   2005-AR1   M6                                        A-
   2005-AR1   M7                                        BBB+
   2005-AR1   M8                                        BBB
   2005-AR1   M9                                        BBB-
   2005-SC1   1-A1, 1-A1X, 1-A2, R                      AAA
   2005-SC1   B1                                        AA
   2005-SC1   B2                                        A
   2005-SC1   B3                                        BBB
   2005-SC1   B4                                        BB
   2006-RF1   1-A, 1-AIO, 2-A, R                        AAA
   2006-RF1   B1                                        AA
   2006-RF1   B2                                        A
   2006-RF1   B3                                        BBB
   2006-RF1   B4                                        BB
   2006-RF1   B5                                        B
   2006-1     1-A-1, 1-A-2, 2-A-1, 2-A-2                AAA
   2006-2     1-A1, 1-A2                                AAA
   2006-4     1-A1, 1-A2                                AAA

                 Structured Asset Securities Corp.
                       Mortgage Loan Trust


   Series    Class                                      Rating
   ------    -----                                      ------
   2002-9    A1, A2                                     AAA
   2002-9    M1                                         AA
   2002-9    M2                                         A
   2003-NP1  B                                          BBB
   2004-NP2  A                                          AAA
   2004-NP2  M1                                         AA
   2004-NP2  M2                                         A
   2004-NP2  B                                          BBB
   2004-S4   A2                                         AAA
   2004-S4   M1                                         AA
   2004-S4   M2                                         AA-
   2004-S4   M3                                         A
   2004-S4   M4                                         A-
   2004-S4   M5                                         BBB+
   2004-S4   M6                                         BBB
   2004-S4   M7                                         BBB-
   2004-S4   B1                                         BB+
   2005-2XS  1-A1, 1-A2A, 1-A2B, 1-A3, 1-A4             AAA
   2005-2XS  1-A5A, 1-A5B, 2-A1, 2-A2                   AAA
   2005-2XS  M1                                         AA
   2005-2XS  M2                                         A
   2005-2XS  M3                                         BBB+
   2005-4XS  1-A1, 1-A2A, 1-A2B, 1-A3, 1-A4A, 1-A4B     AAA
   2005-4XS  1-A5A, 1-A5B, 2-A1A, 2-A1B                 AAA
   2005-4XS  M1                                         AA
   2005-4XS  M2                                         A+
   2005-4XS  M3                                         BBB
   2005-4XS  3-A1, 3-A2, 3-A3, 3-A4, 3-A5               AAA
   2005-4XS  3-M1                                       AA+
   2005-4XS  3-M2                                       A+
   2005-4XS  3-M3                                       A-
   2005-7XS  1-A1A, 1-A1B, 1-A1C, 1-A2A, 1-A2B, 1-A3    AAA
   2005-7XS  1-A4A, 1-A4B, 2-A1A, 2-A1B                 AAA
   2005-7XS  M1                                         AA
   2005-7XS  M2                                         A
   2005-7XS  M3                                         BBB-
   2005-9XS  1-A1A, 1-A1B, 1-A2A, 1-A2B, 1-A2C, 1-A3A   AAA
   2005-9XS  1-A3B, 1-A3C, 1-A3D, 1-A4, 2-A1, 2-A2      AAA
   2005-9XS  2-A3, 2-A4                                 AAA
   2005-9XS  M1                                         AA
   2005-9XS  M2                                         A+
   2005-9XS  M3                                         BBB-
   2005-NC2  A1, A2, A3, A4, M1                         AAA
   2005-NC2  M2, M3                                     AA+
   2005-NC2  M4, M5                                     AA
   2005-NC2  M6                                         A+
   2005-NC2  M7                                         A
   2005-NC2  M8                                         A-
   2005-NC2  M9                                         BBB+
   2005-NC2  M10                                        BBB
   2005-NC2  B                                          BBB-
   2005-OPT1 A1, A2, A-3, A4-M                          AAA
   2005-OPT1 M1                                         AA+
   2005-OPT1 M2                                         AA
   2005-OPT1 M3                                         AA-
   2005-OPT1 M4                                         A+
   2005-OPT1 M5                                         A
   2005-OPT1 M6                                         A-
   2005-OPT1 M7                                         BBB+
   2005-OPT1 M8                                         BBB
   2005-OPT1 M9                                         BBB-
   2005-OPT1 B                                          BB+
   2005-S5   A1, A2                                     AAA
   2005-S5   M1                                         AA+
   2005-S5   M2                                         AA
   2005-S5   M3                                         AA-
   2005-S5   M4                                         A
   2005-S5   M5                                         A-
   2005-S5   M6                                         BBB+
   2005-S5   M7                                         BBB
   2005-S5   M8                                         BBB-
   2005-S5   B-1, B-2                                   BB+
   2005-S6   A1, A2                                     AAA
   2005-S6   M1                                         AA+
   2005-S6   M2                                         AA
   2005-S6   M3                                         AA-
   2005-S6   M4                                         A+
   2005-S6   M5                                         A
   2005-S6   M6                                         A-
   2005-S6   M7                                         BBB+
   2005-S6   M8                                         BBB
   2005-S6   M9                                         BBB-
   2005-S6   B1, B2                                     BB+
   2005-S6   B3                                         BB
   2005-S7   A1, A2                                     AAA
   2005-S7   M1                                         AA+
   2005-S7   M2                                         AA
   2005-S7   M3                                         AA-
   2005-S7   M4                                         A+
   2005-S7   M5                                         A
   2005-S7   M6                                         A-
   2005-S7   M7                                         BBB+
   2005-S7   M8                                         BBB
   2005-S7   M9                                         BBB-
   2005-S7   B                                          BB+
   2005-WF2  A1, A2, A3                                 AAA
   2005-WF2  M1                                         AA+
   2005-WF2  M2                                         AA
   2005-WF2  M3                                         AA-
   2005-WF2  M4                                         A+
   2005-WF2  M5                                         A
   2005-WF2  M6                                         A-
   2005-WF2  M7                                         BBB+
   2005-WF2  M8                                         BBB
   2005-WF2  M9                                         BBB-
   2005-WF2  B1                                         BB+
   2005-WF2  B2                                         BB-
   2005-WF3  A1-Front, A2-Mez, A3-Back                  AAA
   2005-WF3  M1                                         AA+
   2005-WF3  M2                                         AA
   2005-WF3  M3                                         AA-
   2005-WF3  M4                                         A+
   2005-WF3  M5                                         A
   2005-WF3  M6                                         A-
   2005-WF3  M7                                         BBB+
   2005-WF3  M8                                         BBB
   2005-WF3  M9                                         BBB-
   2005-WF3  B1                                         BB+
   2005-WF3  B2                                         BB
   2005-WF4  A1, A2, A3, A4                             AAA
   2005-WF4  M1                                         AA+
   2005-WF4  M2                                         AA
   2005-WF4  M3                                         AA-
   2005-WF4  M4                                         A+
   2005-WF4  M5                                         A
   2005-WF4  M6                                         A-
   2005-WF4  M7                                         BBB+
   2005-WF4  M8                                         BBB
   2005-WF4  M9, M9                                     BBB-
   2005-WF4  B2                                         BB
   2006-AM1  A1, A2, A3, A4, A5                         AAA
   2006-AM1  M1                                         AA+
   2006-AM1  M2                                         AA
   2006-AM1  M3                                         AA-
   2006-AM1  M4                                         A+
   2006-AM1  M5                                         A
   2006-AM1  M6                                         A-
   2006-AM1  M7                                         BBB+
   2006-AM1  M8, M9                                     BBB
   2006-AM1  B1                                         BBB-
   2006-AM1  B2                                         BB+
   2006-BC1  A1, A2, A3, A4, A5, A6                     AAA
   2006-BC1  M1, M2, M3                                 AA+
   2006-BC1  M4                                         AA
   2006-BC1  M5                                         AA-
   2006-BC1  M6                                         A+
   2006-BC1  M7                                         A
   2006-BC1  M8                                         A-
   2006-BC1  M9                                         BBB+
   2006-BC1  B1                                         BBB
   2006-BC1  B2                                         BB+
   2006-BC1  B3                                         BB
   2006-GEL1 A1, A2                                     AAA
   2006-GEL1 M1                                         AA
   2006-GEL1 M2                                         A+
   2006-GEL1 M3                                         BBB+
   2006-GEL1 M4                                         BBB-
   2006-GEL1 B                                          BB+
   2006-GEL2 A1, A2                                     AAA
   2006-GEL2 M1                                         AA+
   2006-GEL2 M2                                         AA
   2006-GEL2 M3                                         A+
   2006-GEL2 M4                                         A
   2006-GEL2 M5                                         BBB+
   2006-GEL2 M6                                         BBB
   2006-GEL2 M7                                         BBB-
   2006-GEL2 B                                          BB
   2006-OPT1 A1, A2, A3, A4, A5, A6                     AAA
   2006-OPT1 M1, M2                                     AA
   2006-OPT1 M3                                         A+
   2006-OPT1 M4                                         A
   2006-OPT1 M5                                         A-
   2006-OPT1 M6                                         BBB+
   2006-OPT1 M7                                         BBB
   2006-OPT1 M8                                         BBB-
   2006-OPT1 B                                          BB+
   2006-OW1  A1, A2, A3, A4, A5, A-6M                   AAA
   2006-OW1  M1                                         AA+
   2006-OW1  M2                                         AA
   2006-OW1  M3                                         AA-
   2006-OW1  M4                                         A+
   2006-OW1  M5                                         A
   2006-OW1  M6                                         A-
   2006-OW1  M7                                         BBB+
   2006-OW1  M8                                         BBB
   2006-OW1  M9                                         BBB-
   2006-S1   A1                                         AAA
   2006-S1   M1                                         AA
   2006-S1   M2                                         AA-
   2006-S1   M3                                         A+
   2006-S1   M4                                         A
   2006-S1   M5                                         A-
   2006-S1   M6                                         BBB+
   2006-S1   M7                                         BBB
   2006-S1   M8                                         BBB-
   2006-S1   B1                                         BB+
   2006-S1   B2                                         BB
   2006-S2   A1, A2, A-IO                               AAA
   2006-S2   M1                                         AA+
   2006-S2   M2                                         AA
   2006-S2   M3                                         AA-
   2006-S2   M4                                         A+
   2006-S2   M5                                         A
   2006-S2   M6                                         A-
   2006-S2   M7                                         BBB+
   2006-S2   M8                                         BBB
   2006-S2   M9                                         BBB-
   2006-S2   B1                                         BBB-
   2006-S2   B2, B3                                     BB+
   2006-S2   B4                                         BB
   2006-WF1  A1, A2, A3, A4, A5                         AAA
   2006-WF1  M1                                         AA+
   2006-WF1  M2                                         AA
   2006-WF1  M3                                         AA-
   2006-WF1  M4                                         A+
   2006-WF1  M5                                         A
   2006-WF1  M6                                         A-
   2006-WF1  M7                                         BBB+
   2006-WF1  M8                                         BBB
   2006-WF1  M9                                         BBB-


SUNCOM WIRELESS: Plans to Appeal NYSE's Suspension of Stock
-----------------------------------------------------------
SunCom Wireless Holdings Inc. intends to appeal the New York Stock
Exchange's suspension of its common stock prior to the opening of
trading on Dec. 19, 2006.

The NYSE informed SunCom that it no longer meets the exchange's
minimum market capitalization requirements.  The company said that
its stock will be traded for the time being at the over-the-
counter commencing on December 19.

Michael E. Kalogris, chairman and chief executive officer, said,
"While we are disappointed in the NYSE's decision, we intend to
exercise our right to appeal.  Importantly, we do not believe the
announcement will have any impact on the company's ability to
pursue its business strategy or diminish the deep level of
commitment our employees have to providing outstanding service to
our more than 1 million wireless subscribers in the Southeastern
portion of the United States, Puerto Rico or the U.S. Virgin
Islands."

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) -- http://www.suncom.com/-- offers digital wireless
communications services to more than one million subscribers in
the southeastern United States, Puerto Rico and the U.S. Virgin
Islands.  SunCom is committed to delivering Truth in Wireless by
treating customers with respect, offering simple, straightforward
plans and by providing access to the largest GSM network and the
latest technology choices.

                         *     *     *

SunCom Wireless' balance sheet showed a stockholders' deficit of
$378,099,000 at Sept. 30, 2006, compared with a deficit of
$338,223,000 at June 30, 2006.


TAGGART TRANSCON: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Taggart Transcontinental Investment, LLC
        8701 Mesa Madera Drive
        Las Vegas, NV 89148

Bankruptcy Case No.: 06-13683

Chapter 11 Petition Date: December 5, 2006

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  218 South Maryland Parkway
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987
                  Fax: (702) 385-7986

Total Assets: $4,782,155

Total Debts:  $5,849,555

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
EMC                            House-2521                $104,500
c/o Managing Agent             Allante Avenue            Secured:
P.O. Box 141358                Las Vegas, NV 89120       $470,000
Irving, TX 75018                                     Senior Lien:
                                                         $418,000

                               House-2325                $338,800
                               Cockatiel Drive           Secured:
                               Las Vegas, NV             $289,000

                               House-5600                $396,000
                               Angels Landing            Secured:
                               Las Vegas, NV 89131       $374,000

                               House-8524                $308,000
                               Cheerful Brook            Secured:
                               Las Vegas, NV 89143       $299,000

                               House-5600                 $99,000
                               Angels Landing            Secured:
                               Las Vegas, NV 89131       $374,000
                                                     Senior Lien:
                                                         $396,000

                               House-2325                 $84,700
                               Cockatiel Drive           Secured:
                               Las Vegas, NV 89084       $289,000
                                                     Senior Lien:
                                                         $338,800

                               House-1802                 $82,500
                               Paprika Way               Secured:
                               Las Vegas, NV 89014       $330,000
                                                     Senior Lien:
                                                         $330,000

                               House-7827                 $82,500
                               Harper Tree               Secured:
                               Las Vegas, NV 89139       $329,000
                                                     Senior Lien:
                                                         $330,000

                               House-8524                 $77,000
                               Cheerful Brook            Secured:
                               Las Vegas, NV 89143       $299,000
                                                     Senior Lien:
                                                         $308,000

                               House-6961                 $85,800
                               Silk Oak Court            Secured:
                               Las Vegas, NV 89148       $369,000
                                                     Senior Lien:
                                                         $343,200

                               House-8601                 $62,700
                               Blowing Pines Drive       Secured:
                               Las Vegas, NV 89143       $259,000
                                                     Senior Lien:
                                                         $250,800

ASC                            House-8692                $479,600
c/o Managing Agent             Blakely Court             Secured:
P.O. Box 10328                 Las Vegas, NV 89148       $429,000
Des Moines, IA 50306

First Franklin                 House-8395                $363,000
c/o Managing Agent             Grambling Way             Secured:
150 Allegheny Center Mall      Sandy, UT 84094           $345,000
Pittsburgh, PA 15212

GMAC                           House-7915                 $90,200
c/o Managing Agent             Meandering Path           Secured:
P.O. Box 4622                  Las Vegas, NV 89131       $400,000
Waterloo, IA 50704                                   Senior Lien:
                                                         $360,800

                               House-4941                 $99,000
                               Elkin Creek Avenue        Secured:
                               Las Vegas, NV 89131       $380,000
                                                     Senior Lien:
                                                         $360,000

New Century                    House-8692                $119,900
c/o Managing Agent             Allante Avenue            Secured:
P.O. Box 54285                 Las Vegas, NV 89131       $374,000
Irvine, CA 92619                                     Senior Lien:
                                                         $495,000

Wilshire                       House-8208                $114,400
                               Fritzen Avenue            Secured:
                               Las Vegas, NV 89131       $469,000
                                                     Senior Lien:
                                                         $457,800

Aliante                        House-2325                  $2,270
                               Cockatiel Drive           Secured:
                               North Las Vegas, NV       $289,000
                                                     Senior Lien:
                                                         $423,500

Heritage Estates               House-5600                  $1,775
                               Angels Landing            Secured:
                               Las Vegas, NV 89131       $374,000
                                                     Senior Lien:
                                                         $495,000

Appaloosa Canyon               House-8208                  $1,330
                               Fritzen Avenue            Secured:
                               Las Vegas, NV 89131       $469,000
                                                     Senior Lien:
                                                         $572,200


TPF GENERATION: S&P Rates $850-Million Senior Term Loan at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' and '1'
recovery ratings on TPF Generation Holdings LLC's first-lien
$850 million senior secured term loan due 2013 and $50 million
senior secured synthetic revolver due 2011.

Standard & Poor's also assigned its 'B-' and '5' recovery ratings
on the company's $495 million second lien credit facility due
2014.

The ratings had been preliminary.

In addition, the project's $250 million senior secured synthetic
LOC facility due 2013 was divided into three facilities and so the
preliminary rating was removed.

Standard & Poor's also assigned its 'B+' and '1' recovery ratings
to the project's $159.5 million first lien synthetic LOC facility
due 2013 and its $15.5 million first lien special LOC facility due
2013.

Lastly, Standard & Poor's assigned its 'BB-' and '1' recovery
ratings to the project's $75 million first lien special LOC due
2013.

The rating on this issue was elevated above the other ratings on
the first lien facilities because it is exclusively dedicated to
collateral posting on hedge agreements, and is therefore likely to
be drawn only in scenarios where the collateral value is
increasing because of high energy prices.


US AIRWAYS: Delta Board Rejects US Airways' Unsolicited Merger Bid
------------------------------------------------------------------
Delta Air Lines outlined key reasons why its Board of Directors
rejected the unsolicited merger proposal made by US Airways on
Nov. 15, 2006, and concluded that the company's standalone Plan of
Reorganization will provide creditors with superior value as well
as a faster recovery and much greater certainty of execution.

After a thorough analysis, the Board concluded that the US Airways
proposal of $8.4 billion will result in substantially inferior
value for creditors compared with Delta's standalone Plan, which
is estimated by Delta's financial adviser, The Blackstone Group,
to have a consolidated equity value for the company of
approximately $9.4 billion to $12.0 billion.

Further, the Board determined that the US Airways proposal is
structurally flawed, because it:

   -- Has an unacceptably high risk of not achieving antitrust
      clearance because the US Airways proposal would harm
      consumers and communities;

   -- Has overwhelming labor issues precluding attainment of
      claimed synergies;

   -- Depends on achieving "synergies" that are premised on
      faulty economic assumptions;

   -- Saddles the company with a precariously high debt load;

   -- Would reverse Delta's progress and erode the value of the
      Delta brand; and

   -- Would expose Delta to merger-related risks.

US Airways continues to experience significant integration
problems and has not completed its prior, much smaller merger with
America West; it is not equipped to simultaneously integrate a
substantially larger company.

"Delta today is moving forward with a plan designed to provide
significant value to our creditors as well as customers, employees
and other key stakeholders on a timely basis," Delta chief
executive officer Jerry Grinstein said.

"By contrast, the US Airways proposal provides inferior value to
our standalone plan, is structurally flawed, and raises
overwhelming regulatory and labor issues that -- after a lengthy
delay -- are likely to prevent the proposed merger from being
completed.

"For these reasons, Delta's Board of Directors has unanimously
rejected the proposed transaction.  Instead, we will continue to
focus on creating value by building an airline that combines a
right-sized domestic network and a profitable and expanding
international presence with an best-in-class network cost
structure and a strong balance sheet."

The US Airways proposal is not in the best interest of Delta's
creditors and other stakeholders because:

   -- The proposal is not likely to be cleared by the Department
      of Justice because it would hurt consumers and communities.
      The proposed merger would substantially reduce competition
      because US Airways and Delta have an extremely high
      percentage of overlapping routes and hubs.  This creates
      major antitrust concerns and regulatory obstacles that
      would, at the very least, delay closing of this transaction
      for a considerable period and likely prevent the transaction
      from closing at all.

   -- Among other things, the merger would create approximately
      2,000 city pairs -- the relevant measure for DOJ analysis --
      where the combined airline would have a monopoly passenger
      share position of over 90%.

   -- The proposal would result in over 9,500 city pairs with
      reductions in competition that create a presumption of
      market power under DOJ merger guidelines.  Delta believes
      consumers have valid reason for concern, as pricing has gone
      up, not down, on approximately 6,600 US Airways routes
      following its merger with America West.

   -- The proposal would also reduce service for Charlotte,
      Atlanta, Pittsburgh, Salt Lake City, and New York-JFK, among
      others.  In 127 small communities throughout the nation, the
      merged company would be the dominant or monopoly carrier, a
      situation likely to result in increased fares.

   -- According to Delta's analysis, attempts to portray low-cost
      carriers as the cure-all to this concentration of market
      power are flawed because low-cost carriers have no presence
      in, and are unlikely to enter, more than 110 U.S. cities
      where the combined carrier would be the dominant carrier.

   -- In addition, the economics in those markets do not match
      those of other markets low-cost carriers have chosen to
      enter.

"A decrease in service, which is so central to the economics of
the US Airways proposal, would have a profound impact," Delta
chief operating officer Jim Whitehurst said.

"In many small communities that Delta or US Airways serve today,
this transaction would result in less service and higher fares.
For every market where US Airways lowered fares over the past
year, it has increased fares in almost four other markets.  Since
its merger with America West, US Airways has raised fares more
than its competitors have, with US Airways fares increased nearly
two times that of other network carriers."

Overwhelming labor issues would scuttle the proposed transaction.
Delta's employees are voicing their strong opposition to this
proposed transaction, and expressing their strong support for
Delta's standalone plan.

The Delta unit of the Air Line Pilots Association, the union
representing Delta's more than 6,000 pilots, has stated its view
that the US Airways proposal would violate the pilots' collective
bargaining agreement.

ALPA has publicly said -- and Delta agrees -- that provisions in
the Delta-ALPA contract would prohibit the combined company from
implementing the capacity reductions that are the economic
foundation of the proposed transaction.

Among other things, the contract would prohibit the reduction of
scheduled pilot block hours operated by Delta pilots below pre-
merger levels, which would make it impossible for the combined
company to reduce capacity by 10%.

ALPA and Delta also agree that the contract would prohibit the
combined company from paying the pilots not to fly.  In addition,
that and other restrictive provisions of the Delta-ALPA contract
would remain in effect for a far greater period of time than
presumed by US Airways.

The proposal's projected network and cost "synergies" are based on
deeply flawed economic assumptions.  Delta's analysis demonstrates
that US Airways' claimed $1.65 billion in synergies and financial
benefits from the proposed merger are significantly overstated.

US Airways has ignored major negative synergies -- "dis-synergies"
-- that previous transactions have proven will occur.

The issues resulting from US Airways' stated need to reduce the
network by 10% for the economics of its proposal to work are
likely insurmountable, including the loss of approximately 10,000
mainline jobs, 80 mainline aircraft, and nearly 100 regional
aircraft.

These measures would trigger significant dis-synergies in the form
of higher labor costs and creditor claims that would offset any
savings.

Merger-related fleet and facility rejections would create
incremental bankruptcy claims of more than $1 billion and delay
the company's emergence from Chapter 11 well into 2008 or beyond.

Additionally, one-time costs would exceed $1 billion.

Moreover, US Airways apparently has included in its estimates very
substantial cost savings that Delta has already achieved.

"We do not believe this proposal will create the most profitable
network carrier with the lowest labor costs as US Airways claims,"
Delta executive vice president and chief financial officer Edward
Bastian commented.

"Labor integration and fleet complexity alone would substantially
increase costs.  The proposal overestimates synergies while
downplaying the impact of trying to achieve them at the expense of
our people, the traveling public, and the communities we serve."

The combined company would be saddled with a precariously high
total debt load in a fragile industry.  Delta's analysis confirmed
that the proposal would result in approximately $23 billion in
total debt for the combined entity -- versus approximately
$10 billion in total debt for a standalone Delta when the Company
emerges from Chapter 11.

"If our industry has learned anything, it is that having a
precariously high level of debt on the balance sheet is not the
way to prudently run an airline, and that dealing with a huge debt
burden usually leads to poor employee relations and an inferior
product for customers.  One thing is certain: while US Airways
claimed synergies are illusory and transient, the debt is not,"
Mr. Bastian said.

US Airways' domestic-focused strategy and de-emphasis of premium
service would reverse Delta's progress and greatly dilute the
value of its brand.

US Airways' domestic-focused strategy, which is designed to
generate profits in the short term by reducing capacity in
existing markets and de-emphasizing the quality of the service
offering, is short-sighted and not in the best long-term interest
of Delta's customers and the communities it serves.

Delta continues to focus on its plan to pursue new international
market and revenue opportunities from the solid base of its right-
sized domestic network, an appropriate cost structure, and high
levels of customer service.

The quality of Delta's service would suffer if the US Airways
proposal were to go forward.

A J.D. Power and Associates survey in 2006 indicated that service
has suffered across the merged US Airways.  In that survey, US
Airways ranked last in aircraft condition and flight crew, and
next to last in reservations, boarding/deplaning/baggage, and in-
flight service, and third from last in customer service.

Delta, by contrast, remains at or near the top among network
carriers in every significant category, delivering on its
commitment to quality customer service.

US Airways continues to experience significant integration
problems and has not completed its prior, smaller merger.  It is
not equipped to simultaneously integrate a substantially larger
company.

The most recent US Airways Form 10-Q filing contains several
examples of problems in the integration of US Airways and America
West, including the following statements by US Airways:

"We have encountered complications and difficulties in integrating
some of the company's automated systems and have not completed
those integration efforts, including efforts to combine our two
computerized airline reservation systems..."

"(HP[America West]/US) face significant challenges in
consolidating functions, integrating their organizations,
procedures and operations in a timely and efficient manner and
retaining key Company personnel.  The integration has been and
will continue to be costly, complex and time consuming and
management will continue to devote substantial effort to that
integration and may have its attention diverted from ongoing
operational matters or other strategic opportunities..."

"Some of our unions have brought grievance arbitrations in the
context of the labor integration process.  Unions may bring
additional court actions or grievance arbitrations and may seek to
compel us to engage in the bargaining process..."

Delta observed that even now, 8 out of 9 labor agreements being
negotiated to cover the work groups of US Airways and America West
remain unsettled, months after the "completion" of the merger
between those two airlines.

Mr. Grinstein concluded, "We must not reverse direction.  We have
made great progress in our plan to deliver value to creditors,
quality service to customers and benefit all of our stakeholders.

"Now that Delta's Board of Directors and management have rejected
the US Airways proposal, we trust Doug Parker will keep his word
and cease pursuing his proposal so our respective organizations
can return to competing vigorously in the marketplace."

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.


US AIRWAYS: Delta Files Standalone Plan & Disclosure; Rejects Bid
-----------------------------------------------------------------
Delta Air Lines' Board of Directors has unanimously concluded that
the company's creditors, as well as its other stakeholders, are
best served by moving forward with the company's standalone Plan
of Reorganization.

Accordingly, the company filed its standalone Plan and a related
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York.  The company intends to emerge from
Chapter 11 in the spring of 2007.

The Disclosure Statement includes an overview of Delta's five-year
business plan, which is intended to enable Delta to maintain and
improve its competitive cost structure, to further strengthen its
financial position and to achieve a profitable, long-term future.

In particular, the business plan projects that Delta will achieve
significant increases in cash flow, operating margin and net
income, driven by the company's success in increasing revenue,
reducing costs and lowering debt.

The Disclosure Statement also includes a valuation analysis
prepared by Delta's financial advisor, The Blackstone Group, which
estimates a consolidated equity value for the Company of
approximately $9.4 billion to $12.0 billion.  These values would
result in a recovery for Delta's unsecured creditors of
approximately 63% to 80% of their allowed claims, subject to
certain assumptions and adjustments as detailed in the Plan.

Delta's Board of Directors, with the full support of the company's
management team, has unanimously rejected the unsolicited merger
proposal made by US Airways on Nov. 15, 2006.

The Board concluded that Delta's standalone Plan will provide the
company's creditors with superior value and greater certainty on a
much faster timetable than the US Airways proposal.

Delta says the US Airways proposal:

   -- is structurally flawed and cannot be executed as claimed due
      to overwhelming antitrust and labor issues;

   -- would harm consumers and communities due to its substantial
      anticompetitive effects;

   -- relies on claimed synergies that are premised on flawed
      economic assumptions;

   -- would burden the combined company with a precariously high
      debt load; and

   -- would reverse Delta's progress and erode the value of the
      Delta brand.

Finally, US Airways continues to experience significant
integration problems and has not completed its prior, smaller
merger with America West -- it is not equipped to simultaneously
integrate a substantially larger company.

"Our progress over the past year attests to the strength of the
Delta brand and the resolve of our 45,000 people who are
transforming this company through their hard work," Delta chief
executive officer Jerry Grinstein said.

"Delta is well along in the process of a top to bottom
transformation -- implementing changes that have made a vast
improvement in our performance.  Our plan for a fundamentally new
and different airline is working and is creating real value.  We
will emerge as a thoroughly new Delta that will be a strong global
carrier with a solid foundation for profitable growth in a highly
competitive environment."

                           Business Plan

Delta's business strategy touches all facets of its operations --
the destinations Delta will serve, the way Delta will serve its
customers, and the aircraft Delta will operate -- in order to earn
customer preference and continue to improve revenue performance.

The five-year business plan projects:

   -- Operating margins from 8.0% in 2007 to 10.5% in 2010;

   -- EBITDAR margins from 15.7% in 2007 to 17.8% in 2010 (EBITDAR
      is earnings before interest, taxes, depreciation,
      amortization and aircraft rent);

   -- Over 50% reduction in net long-term debt, from approximately
      $17 billion in 2005 to approximately $7.5 billion in 2007;
      and

   -- A return to profitability in 2007 and an increase in net
      income, after profit sharing, from approximately
      $500 million in 2007 to approximately $1.2 billion in 2010.

"Our business plan is designed to further build on the momentum we
have achieved through the successful implementation of our
restructuring initiatives," Delta executive vice president and
chief financial officer Edward Bastian said.

"The plan targets best-in-class cost performance which, coupled
with continued improvement in revenue performance, will generate
the cash flow necessary to reinvest in our operations.  The
strategy is also designed to enable Delta to generate the strong
and stable operating margins with a significantly improved balance
sheet necessary to enable us to weather future volatility in the
airline industry."

                      Restructuring Progress

In September 2005, Delta introduced a comprehensive restructuring
plan to realize $3 billion in annual financial improvements by the
end of 2007.  As of Sept. 30, 2006, the company had achieved 85%
of the $3 billion goal and had $2.8 billion of cash equivalents
and short-term investments.

As a result of its ongoing restructuring initiatives, Delta has
considerably strengthened its financial condition, with
performance among the best in the industry.

Key milestones achieved in the past year include the following:

   -- For the first nine months of 2006, Delta's length of haul
      adjusted passenger unit revenue increased 19% versus the
      prior year.  During the same period, the rest of the airline
      industry's passenger unit revenue increased 12.6% versus the
      prior year.

   -- Delta achieved the lowest cost structure of network carriers
      and continued to close the gap with low-cost carriers during
      the third quarter of 2006.

   -- Delta was ranked in the top two of all network carriers in
      overall customer service by J.D. Power and Associates in
      2006.  In the survey, the company ranked first for customer
      services across three metrics -- aircraft
      condition/cleanliness, boarding/deplaning/baggage, and
      flight crew.

   -- Delta has announced the recall of more than 1,250 flight
      attendants, approximately 330 pilots, and 900 maintenance
      employees.

"Customers are choosing Delta in increasingly greater numbers due
to the many in-flight and on-the-ground product and service
enhancements that are making our airline even more convenient and
enjoyable," Delta chief operating officer Jim Whitehurst said.

"Having right-sized our domestic capacity, we continue to
implement a profitable global expansion.  We now serve more
destinations than any other carrier, with Delta and Delta
Connection providing service to more than 300 airports worldwide.
In 2006, Delta added nearly 70 new international routes while
increasing passenger unit revenues -- a remarkable feat given the
significant capacity we added to those markets.  We will continue
our profitable international expansion in 2007."

                      Plan of Reorganization

The Disclosure Statement includes an overview of Delta's
restructuring progress and other information about the company, a
description of distributions to creditors and an analysis of the
Plan's feasibility, as well as many of the technical matters
required for the Chapter 11 exit process, such as descriptions of
who will be eligible to vote on the Plan and the voting process.

Under the Plan, unsecured creditors generally will receive
distributions of new Delta common stock to settle their claims.
Current holders of Delta common stock will receive no
distribution, and those securities will be canceled upon the
effective date of the Plan.

Delta has said for some time that the company expected its common
stock would not have any value under any Plan of Reorganization
the company might propose.

The Plan contemplates rolling Delta's debtor-in-possession
financing of approximately $2.1 billion into a new financing
package that would go into effect when Delta emerges from
Chapter 11.

Delta has received multiple proposals with competitive terms and
conditions for this exit financing.

Court approval of the adequacy of the Disclosure Statement will
allow Delta to begin solicitation of votes for confirmation of the
Plan of Reorganization.

A full-text copy of Delta's Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?175d

A full-text copy of Delta's standalone reorganization plan is
available for free at http://ResearchArchives.com/t/s?175f

Full-text copies of the exhibits to Delta's Disclosure Statements
are available for free at http://ResearchArchives.com/t/s?1760

                        US Airways Proposal

The company outlined several concerns that Delta's Board and
management believe pose insurmountable hurdles to the proposed US
Airways transaction, including:

   -- The transaction is not likely to receive antitrust clearance
      from regulators because it would negatively impact consumers
      and their communities.  The US Airways proposal would be
      subject to a lengthy Department of Justice review process,
      during which Delta would be forced to remain in bankruptcy.

   -- There are overwhelming labor issues that would preclude the
      combination from attaining the claimed synergies.  The Delta
      unit of the Air Line Pilots Association, the union
      representing Delta's more than 6,000 pilots, has said -- and
      Delta agrees - that Delta's pilot contract would prohibit
      the combined company from implementing capacity reductions
      that US Airways asserts are the economic foundation of the
      proposed transaction.

   -- The flawed economic assumptions underpinning the "synergies"
      in the US Airways proposal would result in vastly lower
      value than US Airways claims.

   -- The combined company would have the highest total debt load
      in the airline industry -- approximately $23 billion --
      which would seriously limit its financial flexibility and
      ability to withstand the volatility of the industry.

   -- The proposal's domestic-focused strategy, which calls for a
      significant reduction in service and would result in a
      decline in service quality, would reverse Delta's progress
      and erode the value of its brand.

   -- US Airways continues to experience significant integration
      problems and has not completed its prior, smaller merger
      with America West.  It is not equipped to simultaneously
      integrate a substantially larger company.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.


US AIRWAYS: Comments on Delta's Standalone Reorganization Plan
--------------------------------------------------------------
US Airways Group Inc. commented on the release of Delta Air Lines
Inc.'s standalone plan for its Chapter 11 restructuring.

"We have always expected that Delta would file a standalone plan
with the Bankruptcy Court.  This plan will provide Delta creditors
with a benchmark against which to evaluate the competing proposals
and we welcome that comparison.  This is an important step in a
process that we believe will result in the merger of US Airways
and Delta," US Airways' chairman and chief executive officer Doug
Parker said.

"Combining US Airways and Delta will create at least $1.65 billion
in annual synergies beyond the value that could be created by any
standalone plan.  These synergies come on top of the certainty of
$4 billion in cash and the upside potential of 78.5 million shares
of US Airways stock.  These shared synergies will benefit all
shareholders in the 'New' Delta.  Factoring the synergy benefits
into our offer, the current value of our proposal is significantly
greater than the value of Delta's standalone plan.

"We remain a disciplined and determined bidder for Delta.  We
continue to work productively with the Creditors Committee and the
Ad Hoc Bondholders Committee.  Finally, we recognize and
appreciate the creditors' ultimate authority in this process," Mr.
Parker added.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.


US DRY CLEANING: Squar Milner Raises Going Concern Doubt
--------------------------------------------------------
Squar, Milner, Miranda & Williamson, LLP, expressed substantial
doubt about US Dry Cleaning Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit of approximately $6.9 million at
Sept. 30, 2006.

US Dry Cleaning Corp. reported a $5.9 million net loss on
$6.1 million of net sales for the year ended Sept. 30, 2006,
compared with a $952,677 net loss on $959,550 of net sales for
the same period in 2005.  The 2005 fiscal year is reckoned from
July 19, 2005, the date of inception.

For the year ended Sept. 30, 2006, operating expenses were
approximately $6,592,000.  Delivery, store, and sales expenses
totaled approximately $2,592,000.  Administrative expenses were
approximately $1,353,000 and consisted mainly of administrative
payroll of $822,000, approximately $107,000 in insurance,
approximately $107,000 in travel, and approximately $320,000 in
general administrative expenses.  Other operating expenses were
approximately $2,374,000 and consisted primarily of legal,
accounting and consulting services incurred in conjunction with
becoming a public company.  Depreciation and amortization expenses
were approximately $272,000.

For the year ended Sept. 30, 2006, the company had an operating
loss of approximately $3,744,000. The operating loss is partially
due to a fire at the main Coachella Valley Retail LLC processing
plant, which caused the company to outsource its production work.
The loss of the Coachella plant caused the company to incur
additional overhead while the company worked with the insurance
company to settle its claims and look for new facilities.

For the year ended Sept. 30, 2006, other expenses were
approximately $2,158,000 which consisted primarily of debt
issuance costs of approximately $1,838,000 and interest expense of
approximately $936,000, which are offset by approximately $616,000
in other income for insurance proceeds from the Palm Springs fire.

At Sept. 30, 2006, the company's balance sheet showed $9 million
in total assets, $2.8 million in total liabilities, and $6.2
million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1744

                       About US Dry Cleaning

US Dry Cleaning Corp. was formed on July 19, 2005 and on
Dec. 30, 2005 completed a reverse merger with a public shell
company.

On Aug. 8, 2005, the company purchased 100% of the outstanding
common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005,
the company purchased 100% of the membership units in Coachella
Valley Retail, LLC in stock-for-stock type transactions.

Steam Press owns 100% of Enivel, Inc. which does business as Young
Laundry & Dry Cleaning in Honolulu, Hawaii.  Young Laundry was
founded in 1902 and operates thirteen retail laundry and dry
cleaning stores, in addition to providing hotel and other
commercial laundry and dry cleaning services.  Coachella Valley
Retail was founded in 2004 and operates five retail laundry and
dry cleaning stores under several names in the Palm Springs,
California area.


VALEANT PHARMA: Moody's Lowers Corp. Family Rating to B2 from B1
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Valeant Pharmaceuticals International to B2 from B1, and kept
Valeant's ratings under review for possible further downgrade.

Moody's initially placed the ratings under review for possible
downgrade on October 23, 2006.

This rating action comes after the company's recent report that
the trustee for the holders of its 3% convertible notes due 2010
has declared a notice of default related to Valeant's late filing
of its Form 10-Q for the quarter ended Sept. 30, 2006.

According to the indentures governing $300 million of Valeant's
senior notes, $240 million of convertible notes due 2010 and
$240 million of convertible notes due 2013, failure to file timely
SEC reports constitutes a covenant violation.  If the trustee or
holders of 25% of the respective series of notes or convertibles
declares a default, Valeant must cure the violation within 60 days
or the trustee or holders may declare the debt immediately due and
payable.

The full amount of the potential debt acceleration is
approximately $780 million.  Valeant reported cash and short term
investments of $253 million as of June 30, 2006.  Valeant does not
currently maintain committed credit facilities.

In addition, the rating downgrade reflects several challenges that
Valeant faces in its core pharmaceutical business that could
hinder an improvement in cash flow.

These challenges include:

   (1) boosting sales of newly-launched products without a
       substantial increase in promotional spending; and,

   (2) entering favorable co-development agreements with external
       partners for several late-stage pipeline products.

Valeant's newly-launched products include Zelapar and Cesamet.
Zelapar faces competition from Teva Pharmaceutical's new
Parkinson's product.  Meanwhile, Valeant and Par Pharmaceuticals
recently terminated a co-promotion arrangement for Cesamet.

Valeant's late-stage pipeline products include Viramidine and
retigabine.  For both of these products, Moody's believes that
Valeant would be challenged to fully fund the remaining clinical
trials without the financial resources of a co-development
partner.  Based on setbacks this year in the Viramidine clinical
development program, Moody's does not anticipate a launch prior to
2010 or 2011, even with a co-development partner.

Moody's acknowledges several recent positive developments,
including:

   (1) ongoing progress at cost-restructuring initiatives; and,

   (2) an out-licensing agreement with Schering-Plough
       Corporation for Pradefovir in which Valeant will receive
       $19.2 million upfront and milestones potentially totaling
       $65 million, plus royalties on any future sales.

Moody's ongoing rating review will primarily focus on Valeant's
ability to avoid an acceleration of its debt maturities due to its
late 10-Q filing.

Moody's currently believes that by mid-January the ratings could
be downgraded further unless one of these events occurs:

   (1) Valeant cures the default by filing its Form 10-Q;

   (2) Valeant obtains waivers from the holders of the senior
       notes and convertible notes waiving the default or the
       provision related to debt acceleration; or

   (3) Valeant obtains committed credit facilities for the full
       amount of its potentially accelerated debt maturities.

If one of those events does not occur, the ratings could be
subject to a multi-notch downgrade.

Ratings downgraded and left under review for possible further
downgrade:

   * Valeant Pharmaceuticals International

      -- Corporate Family Rating to B2 from B1
      -- Probability of default rating to B1 from Ba3

Rating left under review for possible further downgrade:

   * Valeant Pharmaceuticals International

      -- Ba3, LGD3, 39% senior unsecured notes of $300 million
         due 2011

The Ba3 rating on Valeant's senior unsecured notes due 2011 is not
being downgraded at this time, but remains under review for
downgrade.  Although the expected loss on these notes has widened
as a result of the downgrade of the Corporate Family Rating, the
expected loss is still within the range applicable for the Ba3
rating specified in Moody's Loss Given Default Methodology.

Moody's does not rate Valeant's 3% convertible subordinated notes
of $240 million due 2010 or its $4% convertible subordinated notes
of $240 million due 2013.

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
Internationalis a global specialty pharmaceutical company with
$823 million of 2005 revenues.


VESTA INSURANCE: Gaines Seeks Confirmation of 2nd Amended Plan
--------------------------------------------------------------
J. Gordon Gaines, Inc., an affiliate of Vesta Insurance Group,
asks the U.S. Bankruptcy Court for the Northern District of
Alabama to confirm its Second Amended Chapter 11 Plan of
Liquidation pursuant to Section 1129 of the Bankruptcy Code.

Kevin O'Halloran, who has served as the Debtor's interim
financial manager since Aug. 22, 2006, concurs with Gaines'
contentions that the statutory requirements under Section 1129(a)
have been satisfied.  Mr. O'Halloran will serve as the Plan
Trustee on the Effective Date of the Plan.

The Official Committee of Unsecured Creditors of the Debtor,
whose members are non-insider creditors, has officially endorsed
the Plan.

The Debtor's counsel, Rufus T. Dorsey, IV, Esq., at Parker,
Hudson, Rainer & Dobbs, LLP, in Atlanta, Georgia, stepped Judge
Bennett through the 16 statutory requirements of Section 1129(a)
necessary to confirm the 2nd Amended Plan.

The provisions under Section 1129(a)(1) have been met, Mr. Dorsey
says.  Under Section 1123, the Plan properly designates,
classifies, and specifies the treatment of Claims and interests;
provides adequate means for its implementation by means of the
appointment of a Plan Trustee, who will be vested with the
rights, powers and duties to administer and distribute estate
assets; includes a provision prohibiting the issuance on
nonvoting equity securities; is a liquidating Plan that will
replace the current officers and directors with the Plan Trustee
as of the Effective Date; and contains several discretionary
provisions.

The Plan complied with the applicable provisions of Title 11,
says Mr. Dorsey.  Gaines obtained approval of its Disclosure
Statement on November 10, 2006, which was mailed to all parties-
in-interest, along with Ballots, thus satisfying Section
1129(a)(2).

Mr. Dorsey maintains that Gaines' Plan complies with Sections
1129(a)(3) to 1129(a)(5) because the Plan was proposed in "good
faith" and is in the best interest of the creditors; all payments
made or to be made by the Debtor for service or costs in
connection with its Chapter 11 case have been approved or are
subject for approval by the Court; and discloses all required
information regarding post-confirmation directors, management,
and insiders by providing that the Plan Trustee will serve as the
sole officer and director of the Debtor.

Section 1129(a)(6) is not applicable to the Debtor because the
Plan does not provide for any rate change that requires
regulatory approval, Mr. Dorsey informs the Court.

The requirements of Section 1129(a)(7) are met because the Plan
is a liquidating plan, which, almost by definition, will provide
holders of claims and interests with no less than they would
receive under a Chapter 7 liquidation, Mr. Dorsey notes.

The Plan Trustee will perform virtually the same duties and wield
the same rights and powers as a Chapter 7 trustee.  The existing
knowledge of the Plan Trustee will greatly reduce the future cost
and expense of liquidation and substantially increase the
likelihood of recovery on claims and a meaningful dividend to
third-party creditors, Mr. Dorsey tells the Court.  Accordingly,
the Debtor and the Creditors Committee believe that the proposed
liquidation under Chapter 11 will result in a greater return for
creditors than starting anew with appointment of a Chapter 7
trustee that would be wholly unfamiliar with the case.

The Debtor's Plan complies with Section 1129(a)(8).  Classes A
and B are unimpaired under the Plan and, pursuant to Section
1126(f), are conclusively presumed to have accepted the Plan.
There are no holders of Class D's Subordinated Claims.  Holders
of Allowed Claims in Class C have voted to accept the Plan.

The Plan satisfies the provisions under Section 1129(a)(9) in
that it requires payment of (i) all Administrative Claims in cash
unless the Claimant otherwise agrees; (ii) all Priority Non-Tax
Claims in full on the initial Distribution Date, which includes
all claims entitled to priority under Section 507 of the
Bankruptcy Code; and (iii) Priority Tax Claims in full, in cash,
on the Effective Date or within 30 days after the allowance of
the claim.  No governmental unit holds a secured tax claim with
respect to Gaines' unpaid taxes.

The Special Deputy Receiver cast a Ballot, as holder of a Class C
Claim, rejecting the Plan.  However, according to Mr. Dorsey, the
vote was not counted because the Special Deputy Receiver, as the
receiver for various subsidiaries and affiliates of the Debtor,
is an "insider" as defined in Sections 101(2)(B) and 101(31) of
the Bankruptcy Code; and the SDR Claim is the subject of an
objection and is not an allowed claim, thus justifying the
exclusion of the Claim for purposes of tabulating votes on the
Plan.  Section 1129(a)(10) is satisfied with Class C -- with no
insiders -- deemed to accept the Plan.

The Plan provides for the liquidation of the Debtor, Mr. Dorsey
says, there will be no need for further reorganization of
liquidation, and therefore Section 1129(a)(11) is satisfied.

Sections 1129(a)(12) and 1129(a)(13) have been satisfied,
Mr. Dorsey attests.  All fees payable under 28 U.S.C. Section
1930 have been paid or will be paid in the ordinary course of the
Debtor's business.  The Gaines Retirement Savings Plan has been
terminated pursuant to the Court's Order; therefore, Gaines is
not obligated to provide any retiree benefits.

Mr. Dorsey relates that Sections 1129(a)(14) through 1129(a)(16)
are not applicable to the Debtor.

There were no votes cast by holders of Class D Subordinated
Claims.  The Debtor believes that there are no existing holders
of the claims and that therefore, Class D is an empty class.
Nonetheless, the only Class junior to Class D consists of Class E
Shareholder Interests, which will not receive or retain any
property under the Plan unless Class D Subordinated Claims are
paid in full.  The Plan is fair and equitable with respect to
Class D, Mr. Dorsey relates.  Similarly, Class E Shareholder
Interests have not voted on the Plan, but because no holder of
any interest junior to Class E will receive or retain any
property under the Plan, the Plan is fair and equitable with
respect to Class E, Mr. Dorsey states.  Section 1129(b) is
satisfied, he maintains.

                    Voting Results Details

Section 1129(a)(8) requires that each class of claims or
interests under a plan has either accepted the plan or not be
impaired under the plan.  If at least one class of impaired
claims or interests accepts the plan, the plan can still be
confirmed under Section 1129(b)(1)'s "cramdown" provision.

The firm Parker, Hudson, Rainer & Dobbs LLP, in Atlanta, Georgia,
was authorized to receive, analyze, and tabulate all Ballots from
each holder of a claim or interest in the voting classes under
the Plan.  Tyronia M. Morrison, Esq., was assigned to collect the
Ballots on behalf of PHRD.

A total of 738 solicitation packages were sent to the Unsecured
Creditors class, and one solicitation package to the Shareholder
class.  Of the 134 Ballots, aggregating $15,812,653, received by
Ms. Morrison, only 118 Ballots, representing 88.06% and
$15,786,955 of the Ballots, were acceptable.  16 Ballots were not
counted because the Ballots were either not properly completed,
did not indicate an acceptance or rejection of the Plan, or
stated that there was no claim amount.

                    Class C Unsecured Claims

  Acceptances          No. of Ballots   Claim Amount   Percent
  -----------          --------------   -----------    -------
  Filed POC                 33              470,119     39.45%
  Ballot Only               39              463,403     38.89%
  Vesta POC only             7              727,429      2.30%
  Priority POC Only         37              230,656     19.36%

  Rejections           No. of Ballots   Claim Amount   Percent
  -----------          --------------   -----------    -------
  From Vesta Fire            1           14,617,007     99.97%
  Priority POC Only          1                4,038      0.03%

In determining the final calculations of the number of accepting
creditors and the corresponding dollar amount of claims, the
Debtor has applied these conventions:

   (a) the Debtor has excluded acceptances where the claimants
       only filed a proof of claim in the Vesta Insurance Group,
       Inc. bankruptcy case;

   (b) the Debtor excluded acceptances who only filed a priority
       claim;

   (c) the Debtor included acceptances from claimants who filed
       proofs of claim; and

   (d) the Debtor included acceptances that only submitted a
       Ballot, but did not file a proof of claim.

The Debtor has filed an objection to the claim of the insider,
Vesta Fire Insurance Corporation, and asserts that this rejection
ballot should not be considered pursuant to Section 502(a).  The
other rejection ballot was submitted by a person who only filed a
priority claim.  As stated in the Plan, priority claimants are
deemed to have accepted the Plan and are not entitled to vote.

The Debtor submits that all properly considered ballots voted in
favor of the Plan; hence, Section 1126(c), which requires
acceptance by creditors holding at least two-thirds in amount and
more than one-half in number of the allowed claims of the class,
has been satisfied:

                       No. of Ballots   Claim Amount   Percent
                       --------------   -----------    -------
  Acceptances               72              933,522      100%
  Rejections                 0                    0        0%

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Gaines Names Three Plan Committee Members
----------------------------------------------------------
J. Gordon Gaines, Inc., an affiliate of Vesta Insurance Group,
informs the U.S. Bankruptcy Court for the Northern District
of Alabama that the members of the Plan Committee upon
confirmation of its Second Amended Chapter 11 Plan of
Liquidation are:

   (1) Bob Kent
       Aviation Services Group, Inc.
       4243 East Lake Boulevard
       Birmingham, Alabama 35217

   (2) Jim Wolfe
       Reliable Reports of Texas, Inc.
       d/b/a Reliable Reports, Inc.
       1111 Briarcrest Drive, Suite 300
       Bryan, Texas 77802

   (3) Tom Zavala
       Zavala & Larson
       821 Ravine Road
       Signal Mountain, Tennessee 37377

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WACHOVIA BANK: S&P Holds Low-B Ratings on Class J to O Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C8.

Concurrently, ratings were affirmed on 13 other classes from the
same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the raised and affirmed ratings.

As of November 2006, the collateral pool consisted of 52 mortgage
loan exposures with an aggregate in-trust principal balance of
$931.2 million, compared with 53 loan exposures totaling
$974.2 million at issuance.  The master servicer, Wachovia
Securities, provided 2005 net cash flow debt service coverage
(DSC) figures for 95% of the pool.  Based on this information,
Standard & Poor's calculated a weighted-average DSC of 1.92x, up
slightly from 1.83x at issuance.  The 11th-largest loan has been
defeased.  All of the loans in the collateral pool are current.
The servicer's watchlist contains eight loans with an aggregate
outstanding balance of $93.0 million.  The pool exhibits
geographic concentration with three states representing 38% of the
pool balance.  The trust has not experienced any losses to
date.

The top 10 loan exposures consist of nine loans and one
cross-collateralized loan grouping with an aggregate outstanding
balance of $623.9 million.  The weighted average DSC for the top
10 loan exposures is 1.93x, up from 1.86x at issuance.

Standard & Poor's reviewed property inspections performed over the
past year, provided by Wachovia for all of the top 10 loan
exposures and all were characterized as "good" or "excellent."
However, there is borrower concentration with three of the top 10
loan exposures.  These exposures represent 25% of the pool balance
and have a common sponsor, General Growth Properties Inc.

Six of the top 10 loan exposures exhibited investment-grade credit
characteristics at issuance, and continue to do so.  The
collateral properties for these six loans have maintained high
occupancy levels since issuance.

Details of these loans include :

   -- The largest loan exposure in the pool, which consists of a
      $123.2 million whole loan, is secured by the leasehold
      interest in 408,000 sq. ft. of in-line space at the Tucson
      Mall, a 1.3 million-sq.-ft. retail shopping mall in Tucson,
      Arizona.  Operating performance has improved since
      issuance, evidenced by an increase in DSC to 2.11x as of
      Dec. 31, 2005, from 1.96x at issuance;

   -- The third-largest loan exposure, which consists of an in-
      trust $82 million A note, is secured by the fee interest in
      909,000 sq. ft. of space at the Meridian Mall, a 967,000
      sq. ft. regional mall in Okemos, Michigan.  There is a
      $7 million B note held outside the trust.  Operating
      performance has been stable DSC was 1.89x as of
      Dec. 31, 2005, compared with 1.87x at issuance;

   -- The fourth-largest loan exposure is a $62.8 million pari
      passu A note that is secured by the fee interest in
      983,000 sq. ft. of the Park City Center, a
      1.4 million-sq.-ft. regional mall in Lancaster,
      Pennsylvaia.  The other pari passu A note is held in
      Wachovia Bank Commercial Mortgage Trust's series 2003-C9.
      Operating performance has improved slightly, with DSC
      increasing to 2.04x as of Dec. 31, 2005, from 1.97x at
      issuance;

   -- The fifth-largest loan exposure is a $54.5 million whole
      loan that is secured by the fee and leasehold interests in
      the Four Seasons Hotel in Chicago.  While revenue per
      available room at the hotel had increased by 25% since
      issuance, DSC had declined to 2.16x as of Dec. 31, 2005,
      from 2.42x at issuance due to higher operating expenses;

   -- The sixth-largest loan exposure, which consists of a
      $53.1 million whole loan , is secured by the fee interest
      in 568,000 sq. ft. of the Parkdale Mall, a
      1.3 million-sq.-ft. regional mall in Beaumont, Texas.
      Operating performance has improved, as DSC was 2.20x as of
      Dec. 31, 2005, up from 1.88x at issuance; and,

   -- The seventh-largest loan exposure, which consists of a
      $49.6 million pari passu A note, is secured by the fee
      interest in 938,000 sq. ft. of a 1.4 million-sq.-ft.
      regional mall in Jacksonville, Florida.  The other pari
      passu A note is held in Wachovia Bank Commercial Mortgage
      Trust's series 2003-C7.  Operating performance has remained
      relatively stable.  DSC was 2.31x as of Dec. 31, 2005,
      compared with 2.39x at issuance.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis, paying close attention to the loans on
the watchlist.  The resultant credit enhancement levels support
the raised and affirmed ratings.

                         Ratings Raised

              Wachovia Bank Commercial Mortgage Trust
     Commercial Mortgage Pass-Thru Certificates Series 2003-C8

                      Rating
                      ------
           Class    To        From   Credit enhancement
           -----    --        ----   ------------------
           B        AA+       AA          14.91%
           C        AA        AA-         13.47%
           D        AA-       A           10.46%
           E        A+        A-           9.02%
           F        A-        BBB+         7.32%
           G        BBB+      BBB          6.02%

                       Ratings Affirmed

            Wachovia Bank Commercial Mortgage Trust
   Commercial Mortgage Pass-Thru Certificates Series 2003-C8

             Class    Rating   Credit enhancement
             -----    ------   ------------------
             A-1      AAA            18.05%
             A-2      AAA            18.05%
             A-3      AAA            18.05%
             A-4      AAA            18.05%
             H        BBB-            4.32%
             J        BB+             3.53%
             K        BB              2.88%
             L        BB-             2.35%
             M        B+              2.09%
             N        B               1.57%
             O        B-              1.31
             X-C      AAA             N/A
             X-P      AAA             N/A

                      N/A - Not applicable.


WARNER MUSIC: Appoints Richard Blackstone as Senior Advisor to CEO
------------------------------------------------------------------
Warner Music Group disclosed that Richard Blackstone, chairman and
chief executive officer of Warner/Chappell Music, will move from
his position and take the new role of senior advisor to Edgar
Bronfman, Jr., chairman and chief executive officer, effective
Jan. 3, 2007.

In his new position, Mr. Blackstone will focus on music publishing
matters related to strategic acquisitions, international licensing
initiatives and global expansion.  Prior to joining WMG in 2005,
Mr. Blackstone was president of Zomba Music Publishing.

David H. Johnson, the company's executive vice president and
general counsel will assume the Warner/Chappell chief executive
officer position on an interim basis while the company conducts a
search for Mr. Blackstone's permanent successor.  During the
transition period, Paul Robinson, WMG's senior vice president and
deputy general counsel will serve as acting general counsel.

"Richard has been an important part of our team," Mr. Bronfman,
said.  "In the time that he's been here, he's laid the groundwork
for renewed growth at Warner/Chappell, implementing the unit's
restructuring program, making strategic investments to drive long-
term growth, signing artists and forming innovative new publishing
ventures. I'm grateful for Richard's numerous contributions and
I'm pleased that he will continue to serve the company in this
important new capacity."

Mr. Johnson joined WMG in 1999 and has considerable experience in
a broad range of recorded music and music publishing matters.
Prior to WMG, Mr. Johnson spent nine years as senior vice
president and general counsel for Sony Music Entertainment.  He
also held several posts at CBS, including head of business affairs
for the company's music publishing unit, CBS Songs.

Paul Robinson joined WMG's legal department in 1995.  Before
joining WMG, Mr. Robinson was a partner in the New York City law
firm Mayer, Katz, Baker, Leibowitz & Roberts.

                   About Warner/Chappell Music

Warner/Chappell Music is WMG's music publishing company.  The
company creates innovative strategies for marketing and promoting
its songwriters and their music.

                    About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- is
a music company that operates through numerous international
affiliates and licensees in more than 50 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior secured ratings on Warner Music Group Corp. to
'BB-' from 'B+'.  At the same time, Standard & Poor's raised its
senior subordinated debt rating on WMG to 'B' from 'B-', two
notches below the 'BB-' corporate credit rating.  S&P said the
outlook is stable.

Warner Music Group Corp. carries Fitch Ratings' BB- issuer default
rating assigned in May 2006.


WASHINGTON FIRST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Washington First LLC
        1075 Washington Street
        Hanover, MA 02339

Bankruptcy Case No.: 06-14595

Chapter 11 Petition Date: December 5, 2006

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Gary W. Cruickshank, Esq.
                  21 Custom House Street, Suite 920
                  Boston, MA 02110
                  Tel: (617) 330-1960
                  Fax: (617) 330-1970

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


WASTE SERVICES: S&P Rates Proposed $245-Million Senior Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan and
'1' recovery ratings to Waste Services Inc.'s proposed
$245 million senior secured tranche D term loan due 2011.

The 'B' bank loan rating is one notch higher than the corporate
credit rating.  This and the '1' recovery rating indicate a high
expectation of full recovery of principal in a payment default.

At the same time, Standard & Poor's placed the bank loan and
recovery ratings on the company's existing $60 million senior
secured revolving credit facility on CreditWatch with positive
implications.  The company has announced plans to add $100 million
in additional term loans, which will be combined with its existing
term loans into a new tranche D term loan. Following successful
completion of the proposed transaction, the credit facilities will
consist of the proposed $245.3 million tranche D term loan due
2011 and an existing $60 million revolving credit facility due
2009.

Additionally, upon completion of the proposed financing
transaction, Standard & Poor's will raise the bank loan rating on
the $60 million revolving credit facility to 'B' from 'B-' and
raise the recovery rating to '1' from '3'.

At that time, Standard & Poor's will also withdraw all of the
ratings on the existing senior secured term loan facilities.

All other existing ratings on Waste Services, including the 'B-'
corporate credit rating, were affirmed.

The rating outlook is positive.

After the funding of the new term loan, total adjusted debt will
be about $430 million.  Standard & Poor's adjusts debt to include
capitalized operating leases and asset retirement obligations, on
a tax-adjusted basis.

Waste Services will use proceeds from the proposed $100 million in
additional term loans to acquire a construction and demolition
waste landfill from Southwest Land Developers Inc. and all of the
outstanding shares of Pro Disposal Inc., and to repay outstanding
borrowings under the revolving credit facility at closing.

"The ratings reflect Waste Services' highly leveraged financial
risk profile, including substantial debt usage; and its vulnerable
business risk profile due to an acquisitive growth strategy and
modest scale of operations relative to its peers," said Standard &
Poor's credit analyst Robyn Shapiro.

"These factors are only partially offset by favorable industry
characteristics, including high barriers to entry and recession
resiliency; some geographic diversity; and the ownership of
several permitted, well-positioned, long-lived landfills."
With annual sales of about $400 million, Boca Raton, Florida-based
Waste Services is a multiregional, integrated solid waste services
company, providing collection, transfer, landfill disposal,
recycling and other services to commercial, industrial, and
residential customers in the U.S. and Canada.


WEEKS LANDING: Taps Gerard McHale as Chief Restructuring Officer
----------------------------------------------------------------
Weeks Landing, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida in Fort Myers
for permission to employ Gerard A. McHale and the firm Gerard A.
McHale, P.A., as their chief restructuring officer.

Gerard McHale is expected to:

   a. evaluate the liquidity needs of each of the companies and
      negotiate, if appropriate, the terms of additional DIP
      financing;

   b. evaluate each of the investment properties and assist in the
      development of a specific marketing plan with regard to
      each;

   c. negotiate with and verify the financial capacity of all
      potential buyers and transaction partners, including RCMP
      Enterprises, LLC;

   d. represent the companies in dealings and negotiations with
      creditors;

   e. advise the Debtors in managing and complying with
      requirements of the Chapter 11 case;

   f. perform financial analysis of development plans for any of
      the properties and assist the debtor in negotiating with
      lenders, securing additional financing, and meeting
      custodial and reporting requirements prospectively; and

   g. assist in the development and implementation of a
      transaction.

Mr. McHale will bill the Debtors $275 per hour for his work.

In addition, if the Debtors completed a transaction via a plan of
reorganization, sale or other transaction, resulting in the full
payment to the holders of allowed administrative, priority,
secured, and general unsecured claims, Michele Pessin, the
principal of the Debtors, will also pay Mr. McHale a success fee,
if:

   1) a transaction is completed on or before April 1, 2007, the
      success fee will equal 20% of the value of any cash or non-
      cash distribution received from the equity security holders
      of the company under the transaction;

   2) a transaction is completed on or before June 1, 2007, the
      success fee will equal 15% of the value of any cash or non-
      cash distribution received from the equity security holders
      of the company under the transaction;

   3) a transaction is completed on or before Aug. 1, 2007, the
      success fee will equal 10% of the value of any cash or non-
      cash distribution received from the equity security holders
      of the company under the transaction.

To the best of the Debtor's knowledge, Mr. McHale is a
"disinterested person" as that phrase is defined in Section
101(14) of the U.S. bankruptcy code.

Headquartered in Bonita Springs, Florida, Weeks Landing, LLC, owns
the Weeks Fish Camp.  The Debtor and three of its affiliates filed
for chapter 11 protection on Apr. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-01721).  Jordi Guso, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between $10
million and $50 million.


WEST GWINNETT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: West Gwinnett, LLC
        738 E. Victory Drive
        Savannah, GA 31405

Bankruptcy Case No.: 06-41753

Chapter 11 Petition Date: December 4, 2006

Court: Southern District of Georgia (Savannah)

Judge: Lamar W. Davis Jr.

Debtor's Counsel: Mark Bulovic, Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549

Total Assets: $4,864,000

Total Debts:  $4,900,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Agent: Capital Advantage      Real Property           $4,900,000
Finance & Development, Inc.                       secured value:
1000 William Hilton Pkwy.
Hilton Head Island, SC 29928

Brian Crawford                214 W. Henry St.           Unknown
c/o Capital Advantage         Savannah, GA
Finance & Development, Inc.

Brian Crawford                216 W. Henry St.           Unknown
c/o Capital Advantage         Savannah, GA
Finance & Development, Inc.

Brian Crawford                214 W. Henry St.           Unknown
c/o Capital Advantage         Savannah, GA
Finance & Development, Inc.

Brock T. Carter               209 Falligant Ave.         Unknown
13 Wicklow Drive              Savannah, GA
Hilton Head Island, SC 29928

Brock T. Carter               627 E. Victory Dr.         Unknown
                              Savannah, GA

Brock T. Carter               409 A/B Maupas             Unknown
                              Ave., Savannah, GA

Brock T. Carter               1212-1220                  Unknown
                              Jefferson St.
                              Savannah, GA

Brock T. Carter               2304 Reynolds St.          Unknown
                              Savannah, GA

Brock T. Carter               909-911 East Bank          Unknown
                              Ave., Savannah, GA

Bruce M. Massey               9585 A/B Whitfield         Unknown
3 Bridgetown Road             Ave., Savannah, GA
Hilton Head Island, SC 29928

Bruce M. Massey               1212-1220                  Unknown
                              Jefferson St.
                              Savannah, GA

Cale Futures Fund LLC         9585 A/B Whitfield         Unknown
c/o Capital Advantage         Ave., Savannah, GA
Finance & Development, Inc.

Charles G. & Judith L.        1212-1220                  Unknown
DeRose                        Jefferson St.
10 Knots Way                  Savannah, GA
Hilton Head Island, SC 29928

Charles G. DeRose             409 A/B Maupas             Unknown
                              Ave., Savannah, GA

Charles P. & Joanne M.        627 E. Victory Dr.         Unknown
DeRose                        Savannah, GA
c/o Capital Advantage
Finance & Development, Inc.

Charles P. & Joanne           1212-1220                  Unknown
DeRose                        Jefferson St.
                              Savannah, GA

Claude Gaudette               214 W. Henry St.           Unknown
8 Cristo Drive                Savannah, GA
Hilton Head Island, SC 29926

Claude Gaudette               216 W. Henry St.           Unknown
                              Savannah, GA

Claude Gaudette               222 W. Henry St.           Unknown
                              Savannah, GA


WII COMPONENTS: Olympus Deal Prompts Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed WII Components, Inc. on review
for possible downgrade to reflect the report that WII has entered
into an agreement to be acquired by Olympus Partners for
approximately $295.5 million.

Moody's understands that the transaction is scheduled to close in
the first quarter of 2007.

These ratings have been placed on review:

   -- Corporate Family Rating, rated B1;

   -- Probability of Default Ratings, rated B1; and,

   -- $120 million 10% Senior Notes due 2012, rated B2, LGD4,
      65%.

WII Components, Inc. is a leading manufacturer of wood cabinet
doors, hardwood components, and engineered wood products in the
U.S., selling primarily to kitchen and bath cabinet OEM's.
Revenues for fiscal year ended 2005 were $260 million.


WINN-DIXIE: Four Parties Appeal Plan Confirmation in District Ct.
-----------------------------------------------------------------
Liquidity Solutions Inc. and the E&A Landlords ask the U.S.
District Court for the Middle District of Florida to review
whether the Florida Middle District Bankruptcy Court erred in:

   (1) confirming the Joint Plan of Reorganization of Winn-Dixie
       Stores Inc. and its affiliated Debtors;

   (2) overruling the confirmation objections filed by the
       Appellants and the similarly situated creditors;

   (3) determining that the Reorganized Debtors met their burden
       of establishing all elements of Section 1129(a) of the
       Bankruptcy Code;

   (4) entering a Confirmation Order as the Reorganized Debtors'
       Plan provides less favorable treatment to the Appellants'
       Class 13 guaranty claims than it provides to the other
       claims in Class 13, in violation of Sections 1123(a)(4)
       and 1129(a)(1);

   (5) entering a Confirmation Order as the Reorganized Debtors'
       Plan provides for an improper "deemed consolidation" that
       inequitably extinguishes the Class 13 guaranty claims held
       by the Appellants; and

   (6) finding that the members of the Official Committee of
       Unsecured Creditors represented the interests of the
       Appellants in the settlement negotiations that led to the
       extinguishment of the Appellants' Class 13 guaranty
       claims.

CWCapital Asset Management LLC and ORIX Capital Markets LLC ask
the District Court to review whether the Bankruptcy Court erred
in:

   (a) allowing separate classification of creditors with
       identical legal rights and disparate treatment of those
       creditors in violation of Sections 1122(a) and 1129(a)(1);

   (b) approving of a settlement which is not fair and equitable
       in violation of Rule 9019 of the Federal Rules of
       Bankruptcy Procedure; and

   (c) determining that the Debtors met their burden of
       establishing that their Joint of Plan of Reorganization
       does not discriminate unfairly pursuant to Section
       1129(b)(1).

               FTC Need More Time to File Statement

The Florida Tax Collectors say that the issues they will present
in their appeal of the Confirmation Order are intrinsically
intertwined with the issues presented in their previously filed
requests and objections.

To attempt to designate a record and provide a statement of the
issues on appeal prior to the Bankruptcy Court's ruling on the
outstanding issues relative to the FTC master claim would be
premature and would not be in the best interest of judicial
economy and justice, Brian T. Hanlon, Esq., of the Office of the
Tax Collector in West Palm Beach, Florida, maintains.

Accordingly, the FTC ask the District Court to grant them an
extension of time to file the designation of the record and
statement of issues on appeal until 10 days after the ruling on
the pending requests relating to the FTC master claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  The Honorable Jerry A. Funk
confirmed Winn-Dixie's Joint Plan of Reorganization on Nov. 9,
2006.  Winn-Dixie emerged from bankruptcy on Nov. 21, 2006.
(Winn-Dixie Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


YEBESHAREG BERHE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Yebeshareg Berhe
        16174 South West Oak Court
        Aloha, OR 97007

Bankruptcy Case No.: 06-33806

Chapter 11 Petition Date: November 30, 2006

Court: District of Oregon (Portland)

Judge: Elizabeth L. Perris

Debtor's Counsel: Bradley L. Brown, Esq.
                  12725 SW Millikan Way #260
                  Beaverton, OR 97005
                  Tel: (503) 469-1229
                  Fax: (503) 469-8009

Total Assets: $2,169,900

Total Debts:  $1,687,117

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Ariam Alemseghed                            $67,000
10923 Debra Ave.
Grands Hills, CA 91344

Timar Alem                                  $50,000
15104 57th Pl. W.
Edmonds, WA 98026

Adanesh Samiel                              $35,000
c/o Saba Samiel
73 Kirtland St.
Lynn, MA 01905

Chase Manhattan Bank                         $9,458

Fleet Bank                                   $6,140

City of Portland                             $6,135

Builders Square                              $5,407

City of Hillsboro                            $5,205

Bank of America                              $1,817

City of Portland                             $1,772

Multnomah County Business Income Tax         $1,730

Multnomah County Circuit Court               $1,155

Parr Lumber, Co.                               $993

Sears National Bank                            $765

Jim Atwood                                     $742

Oregon Department of Revenue                   $715

J.C. Penny                                     $258

Private Parking Auditors                       $175

United Financial Credit                        $103

US West                                         $86


* Alvarez & Marsal Business Consulting Expands Northeast Presence
-----------------------------------------------------------------
Alvarez & Marsal Business Consulting, LLC, an affiliate of the
independent, privately-held global professional services firm
Alvarez & Marsal, has expanded its Northeast presence with the
addition of several supply chain management specialists.

Nazzareno Emili has joined as a senior director, Peter J. Brunetti
and Conrad Guardiola have joined as directors and Kent Zambelli
has joined as a manager.  They are based in New York and
Philadelphia.

"Combined, Nazz, Peter, Conrad and Kent's backgrounds cover every
aspect of the supply chain process," said Gary Moran, managing
director and head of the New York practice of Alvarez & Marsal
Business Consulting.  "They are great additions to the depth and
breadth of resources we are able to provide companies across
industries looking to derive value and boost overall performance."
With more than 25 years of combined global industry and consulting
experience, Mr. Emili specializes in supply chain operations and
business process improvement.  He brings significant experience in
business unit integration and international operations.  Over the
course of his career, Mr. Emili has driven improvements across
many operating processes, including asset productivity, cost
containment and product rationalization. As a hands-on operations
executive with broad cross-functional experience, he has served
clients in the automotive, manufacturing, financial services,
retail and consumer goods industry sectors.

Prior to joining A&M, Mr. Emili was a director with the Business
Consulting team of SAP.  Previously, he worked with the
Performance Improvement Practice of PricewaterhouseCoopers, and
the International Operations Strategy team of A. T. Kearney.
Mr. Emili holds a bachelor's degree from Pennsylvania State
University and master's degree from Drexel University.

Bringing more than 15 years of industry experience, Mr. Brunetti
specializes in supply chain management, business process
improvement and organizational design for the medical device,
pharmaceutical and healthcare industry segments.  In turnaround
situations, he focuses on human resource management and
effectively translating technical business requirements into
understandable communications from the shop-floor to the top-
floor.  Throughout the course of his career, Mr. Brunetti has led
global organizations within regulatory-controlled operations, with
success in such areas as lean manufacturing, business process
engineering, sales and operations planning, asset reconfiguration,
shop-floor and materials management, and large program management
including complex supply chain systems solutions.

Prior to joining A&M, Mr. Brunetti was a director with the Global
Supply Chain department of Ethicon, a Johnson & Johnson Company.
He earned a bachelor's of engineering degree in engineering
management and a master's degree in technology management from
Stevens Institute of Technology.  Mr. Brunetti has been a guest
speaker at the Center for Supply Chain Management at Rutgers
Business School, and for the Council of Supply Chain Management
Professionals at local and national conventions.

With 15 years of industry and professional service experience, Mr.
Guardiola focuses on business transformation and operations
process improvement, enterprise software system strategy, supply
chain management, and inventory management.  He has assisted
clients across a variety of industries, including pharmaceutical,
biotechnology, chemicals, manufacturing, and consumer business.
Prior to joining A&M, Mr. Guardiola was a senior manager with
Deloitte Consulting.  Previously, he worked as a manager with the
Business Consulting practice of Arthur Andersen, specializing in
supply chain and operations improvement, and, earlier, served as a
production/process engineer for a Fortune 100 Chemical Company.

Mr. Guardiola earned a bachelor's degree in chemical engineering
from Rutgers University and a master's degree in business
administration from Duke University, Fuqua School of Business.  He
is a member of the American Production & Inventory Control
Society, and is certified in demand flow technology by John
Costanza Institute of Technology.

Bringing more than 15 years of experience, Mr. Zambelli focuses on
performance assessment and supply chain diagnostics.  Currently,
he serves as interim Senior Vice President of Supply Chain for a
privately held consumer durables company.  Prior to joining A&M,
Mr. Zambelli held a number of key operations and finance
leadership positions in the consumer products industry with George
Weston Bakeries and Unilever-Bestfoods.  He holds a bachelor's
degree in industrial engineering from Lehigh University and a
master's degree in business administration, with a concentration
in finance, from the University of Connecticut.

            Alvarez & Marsal Business Consulting, LLC

For more than 20 years, Alvarez & Marsal has set the standard for
working with organizations to solve complex problems, boost
performance and maximize value for stakeholders.

Alvarez & Marsal Business Consulting, LLC works closely with both
high-performing and under-performing organizations to improve
businesses processes - efficiently, economically and without
disruption.  Unlike traditional advisory firms, Alvarez & Marsal
Business Consulting goes beyond strategy recommendations and works
closely with clients as an extension of executive management teams
to implement action plans and create positive change.

With a team of professionals that excels in helping to drive
process improvement and value creation, A&M Business Consulting
offers: Strategy and Corporate Solutions; Information Technology
Solutions; Finance Solutions; Human Resources Solutions; Customer
and Channel Solutions and Outsourcing Advisory Services.

                    About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* K. Prins Joins AlixPartners as Managing Director in Los Angeles
-----------------------------------------------------------------
AlixPartners, the international corporate turnaround, performance
improvement and financial advisory firm, disclosed the addition of
Kevin Prins as a managing director in its Los Angeles office.

Mr. Prins has over 20 years of experience in litigation
consulting. He has testified in trials, in binding arbitrations,
mediations, and before retired settlement judges.  He has had his
analyses accepted and affirmed by these tribunals as well as
special masters appointed by the courts.  In addition to his
testimony roles, he has also been retained as an independent
arbitrator, as well as a court appointed special master.

Mr. Prins provides analyses relating to contract claims, cost
overruns, delay and disruption, alleged fraudulent activities,
lost profits and lost royalties, breach of contract, business
interruption, business valuation, professional malpractice,
personal injury, wrongful termination, and numerous other analyses
to clients in industries such as defense, public contracts,
entertainment, finance and banking, health care, real estate,
utilities and a variety of manufacturing concerns.

Prior to joining AlixPartners, he chaired the Litigation
Consulting practice at Moss Adams, LLP.  He holds a Bachelor of
Business Administration from Grand Valley State College and a
Master of Business Administration from Arizona State University.
MORE

"We are pleased that Kevin has joined the firm," said Michael
Grindfors, Chief Executive Officer of AlixPartners.   "He is a
highly skilled financial analyst, and he demonstrates technical
excellence and creativity in applying financial concepts to the
facts and in developing models to calculate the impact of specific
actions on his clients.  His work has helped counsel obtain many
significant awards and recoveries for their clients."

                      About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is a global
performance improvement, corporate turnaround and financial
advisory services firm.  The AlixPartners' "one-stop-shop" suite
of services range from operational performance improvement and
financial restructuring across all major corporate disciplines
(manufacturing, supply chain, IT, sales and marketing, etc.), to
financial advisory services (including financial reporting,
corporate governance and investigations) to technology-enabled
restructuring and claims management.  Headquartered in
metropolitan Southfield, Michigan, the firm has more than 500
employees, and has offices in Chicago, Dallas, Detroit,
Dsseldorf, London, Los Angeles, Milan, Munich, New York, Paris,
San Francisco and Tokyo.


* Stan Speer Joins A&M as Managing Director in Los Angeles
----------------------------------------------------------
Alvarez & Marsal, a leading independent, global professional
services firm specializing in turnaround management consulting,
announced that seasoned restructuring industry professional Stan
Speer has joined as a managing director.  He is based in Los
Angeles.

Bringing more than 24 years of experience as a public company CFO
and financial advisor to both debtors and creditors, Mr. Speer
specializes in advising and assisting boards of directors,
investment groups, management groups and lenders in a wide range
of turnaround, restructuring and reorganization situations.  Over
the course of his career, Mr. Speer has been involved in all
aspects of the reorganization process, including formulating and
evaluating business plans, performance improvement and capital
structure; developing turnaround strategies; preparing forecast
models, location/customer/product line/business segment
profitability analyses, business and asset valuations and short-
and long-term cash plans.

"Stan not only has a stellar reputation in the Los Angeles
financial and business community, but also brings a unique and
valuable mix of both industry and consulting-side experience,"
said Bill Kosturos, managing director and West Region co-head of
Alvarez & Marsal.  "Stan exemplifies the senior experience we
bring to our clients in under-performing or distressed situations,
and is an important addition to the team."

Prior to joining A&M, Mr. Speer spent 10 years as CFO for publicly
held Cadiz Inc., a real estate and water resource management
company and its subsidiary, Sun World International, a fully-
integrated agricultural company.  Mr. Speer successfully managed
Sun World through a Chapter 11 restructuring and sale process.
Prior to Cadiz, Mr. Speer was a partner with Coopers & Lybrand.

Mr. Speer earned a bachelor's degree in business administration
from the University of Southern California.  He holds
certifications as a Certified Public Accountant and a Certified
Insolvency and Restructuring Advisor, is a member of the Financial
Executives Institute, and is a past board member of the
Association of Insolvency and Restructuring Advisors.

                   About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 11, 2007
   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies: Evaluating
      Turnaround Potential and Establishing the Basis for
      Actionable, Achievable Solutions
         Contact: 240-629-3300 or
                  http://www.beardaudioconferences.com

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
      Getting the Focus on Operations During a Restructuring
         Marriott North, Fort Lauderdale, FL
            Contact: www.turnaround.org

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

January 19-21, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Corporate Restructuring Competition
         Kellogg School of Management, Chicago, IL
            Contact: http://www.abiworld.org/

January 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2007 Outlook on Healthcare Restructuring
         Center Club, Baltmore, MD
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2007 Kick-Off Party
         Oak Hill Country Club, Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

January 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

January 30-31, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Korea Securitisation and Structured Credit Summit
         JW Marriott Hotel, Seoul, South Korea
            Contact: http://www.euromoneyplc.com/

January 31 - February 1, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia M&A Forum
         Island Shangri-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

February 5, 2007
   STRATEGIC RESEARCH INSTITUTE
      3rd Annual Tranche B & 2nd Lien Financing Summit
         Scottsdale, AZ
            Contact: http://www.srinstitute.com/

February 8-9, 2007
   EUROMONEY CONFERENCES
      2nd Philippines Investment Conference
         Cebu Convention Center, Cebu, Philippines
            Contact: http://www.euromoneyplc.com/

February 8-9, 2007
   EUROMONEY
      Leveraged Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

February 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wharton Restructuring Conference
      The Wharton School
         Philadelphia, PA
            Contact: http://www.turnaround.org/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
      Perceptions & Realities
         Marriott Hotel, Islamabad, Pakistan
            Contact: http://www.euromoneyplc.com/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Devil Rays Turnaround
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

February 27-28, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      5th Annual Corporate Restructuring Summit
         Sheraton Park Lane Hotel, London, UK
            Contact: http://www.euromoneyplc.com/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 18-21, 2007
   INSOL
      Annual Europe, Africa & Middle East Conference
         Cape Town, South Africa
            Contact: http://www.insol.org/CapeTown07/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 22-23, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Euromoney Indonesian Financial Markets Congress
         Bali, Indonesia
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa, Atlantic City, NJ
            Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

TBA 2008
   INSOL
      Annual Pan Pacific Rim Conference
         Shanghai, China
            Contact: http://www.insol.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***