TCR_Public/061221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 21, 2006, Vol. 10, No. 303

                             Headlines

ADELPHIA COMMS: Files Proposed Changes to Plan of Reorganization
AGRICORE UNITED: Investing $4 Million in Dairy Mineral Plant
AGRICORE UNITED: Acquires Two Crop Input Retailers in Saskatchewan
AIR AMERICA: Court Okays Halperin Battaglia as Panel's Counsel
AIR AMERICA: Negotiating Purchase Agreement with Unnamed Buyer

ALERIS INT'L: S&P Affirms Corporate Credit Rating at B+
AMERICAN REPROGRAPHICS: Moody's Holds Corporate Ratings at Ba3
AMN HEALTHCARE: Good Performance Prompts S&P's Stable Outlook
ASARCO LLC: Court Okays Purchase of Equipment From EntreCap
ASARCO LLC: Court Issues Preliminary Injunction on Mineral Park

BANCAFE INTERNATIONAL: Chapter 15 Petition Summary
BARRAMUNDI CDO: Moody's Rates $19.2-Mil. Class E Notes at Ba3
BEAR STEARNS: Fitch Rates $2.3-Million Class B Certificates at BB
BEAZER HOMES: Moody's Revises Outlook to Negative from Stable
BOULDER SPECIALTY: S&P Places Corporate Credit Rating at B-

BUFFALO COAL: U.S. Trustee Wants Barton's Case Converted to Ch. 7
CALPINE CORP: Fund Advises Unitholders on Harbinger's Offer
CAPITAL GUARDIAN: Fitch Junks Rating on $12.9-Mil. Class C Notes
CITIZENS COMMS: S&P Rates $400-Mil. Senior Unsecured Notes at BB+
CITIZENS COMMS: Fitch Assigns BB Rating on New $250MM Sr. Notes

COMPUTER SCIENCES: Seeks Waiver of Default on $200 Million Notes
CONSPIRACY ENT: Sept. 30 Balance Sheet Upside-Down by $3 Million
CWALT INC: Moody's Places Low-B Ratings on Two Certificate Classes
DELTA AIR: Plan Filing Decision Wins Committee's Support
DELTA AIR: Classification and Treatment of Claims Under Plan

DELTA AIR: Enterprise Value Estimated at $18.2-$20.8 Billion
DELTA AIR: US Airways Rejection Will Not Affect S&P's D Rating
DJ WEAVER: Case Summary & Seven Largest Unsecured Creditors
DURA AUTOMOTIVE: Wants to Enter Into Sr. Executive Employment Pact
DURA AUTOMOTIVE: Gets Final Nod to Pay Non-Debtor Affiliates

DURA AUTOMOTIVE: Ch. 11 Filing Prompts Moody's Ratings Withdrawal
FBO AIR: Incurs $1.2 Million Net Loss in Quarter Ended Sept. 30
FIRST FRANKLIN: Moody's Rates Class B Certificates at Ba1
FORTIUS II: Moody's Rates $7.5-Million Class E Notes at Ba1
FORT WORTH: Moody's Holds Ba2 Rating on $7.7MM Outstanding Bonds

FRASER SULLIVAN: Moody's Rates $17-Million Class E Notes at Ba2
EES COKE: Moody's Withdraw Ba2 Rating on 9.382% Senior Notes
EMPIRE RESORTS: Earns $191,000 in Third Quarter Ended Sept. 30
ENTERPRISE PRODUCTS: S&P Lifts BB+ Corporate Credit Rating to BBB-
G.M. CROCETTI: Case Summary & 11 Largest Unsecured Creditors

GRAMERCY CRE: Fitch Holds Rating on $35-Mil. Class K Notes at B
GRAN TIERRA: Posts $66,355 Net Loss in 2006 Quarter Ended Sept. 30
GSAA HOME: Moody's Rates Class B-3 Certificates at Ba2
HAIGHTS CROSS: S&P Junks Rating on Senior Unsecured Debt
HIGHWOODS REALTY: Moody's Holds Low-B Ratings with Stable Outlook

HOME EQUITY: Moody's Rates Class B-3 Certificates at Ba2
HOME PRODUCTS: Files for Chapter 11 Protection in Delaware
HOME PRODUCTS: Plan Proposes to Convert Debt to Equity
HOME PRODUCTS: Case Summary & 21 Largest Unsecured Creditors
I2 TELECOM: Posts $895,192 Net Loss in 2006 Third Quarter

INTERNATIONAL COAL: Moody's Holds Corporate Family Rating at B2
J & M BEAR: Case Summary & Seven Largest Unsecured Creditors
LINCOLN DEVELOPMENT: Voluntary Chapter 11 Case Summary
MARCAL PAPER: Gets Pledge for $84.5 Mil. DIP Financing from HFC
MASTR ASSET: Moody's Rates Class M-11 Certificates at Ba2

MAYPORT CLO: Moody's Rates $20-Million Class B-2L Notes at Ba3
MERIDIAN AUTOMOTIVE: Ct. OKs Rejection of 18 Contracts & Leases
MERIDIAN AUTOMOTIVE: Assumes 107 Contracts and Leases
MERRILL LYNCH: Fitch Holds Rating on $39-Mil. Class G Certs. at B-
MOONLIGHT RESTAURANT: Case Summary & 20 Largest Unsec. Creditors

NEWCOMM WIRELESS: Can Access $16 Million of DIP Financing
NEWCOMM WIRELESS: Selling Assets to PR Wireless for $103.2 Million
NORTEK INC: S&P Holds Corporate Credit Rating at B
ONE IP: Files Voluntary Bankruptcy Petition in Connecticut
ONE IP: Case Summary & 40 Largest Unsecured Creditors

OSPREY CDO: Moody's Rates $9-Million Class B-2L Notes at Ba2
PAMCO CLO: Moody's Lifts Class B Sr. Notes' Rating to Baa2 from B1
PEABODY ENERGY: Moody's Rates Proposed $500MM Debentures at Ba2
PEABODY ENERGY: DBRS Rates New $675-Mil. Junior Notes at B (high)
PRC LLC: S&P Holds Rating on $67-Mil. 2nd Lien Term Loan at B-

RAYMOND PROFESSIONAL: Case Summary & 20 Largest Unsec. Creditors
REALOGY CORP: S&P Pares Corporate Credit Rating to BB+ from 'BBB'
SACO I: S&P Removes Watch on Junk Rated Class B-2 Certificates
SALTON SEA: S&P Lifts BB+ Rating on $256.8-Mil. Senior Bonds
SECURITIZED ASSET: Moody's Rates Class B-4 Certificates at Ba1

SHOSHONE SILVER: Williams & Webster Raises Going Concern Doubt
SIERRA PACIFIC: Offers for Up To $110 Million of Sr. Notes Expire
SINGA FUNDING: Moody's Rates $2-Mil. Class D Fixed Notes at Ba2
SEARS CANADA: DBRS Holds Term Facilities' Rating at BB
SEARS HOLDINGS: Earns $196 Million in Quarter Ended October 28

SMG ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Receives Commitment for $1.075 Billion DIP Financing
SOS REALTY: Files Disclosure Statement in Massachusetts
STANLEY-MARTIN: Moody's Pares Corp. Family Rating to B2 from B1
STEINWAY MUSICAL: Selected as Lead Bidder in Woodwind Auction

STONE ENERGY: S&P's Neg. Watch on Corp. Credit Rating Continues
SUNSET BRANDS: Posts $9.1 Million Net Loss in 2006 Third Quarter
SWIFT & COMPANY: Moody's Places Ratings on Review for Upgrade
TECH DATA: Earns $9.6 Million in Quarter Ended October 31
TEEKAY SHIPPING: Moody's Pares Corporate Rating to Ba2 from Ba1

TEREX CORPORATION: Moody's Holds Corporate Family Rating at Ba3
TEXAS WESLEYAN: Moody's Retains Ba2 Rating on Series 1997A Bonds
TIMKEN CO: Sells Automotive Steering Biz to DriveSol Worldwide
TODD MCFARLANE: Can Use BofA's Cash Collateral Until November 2007
TRANSDIGM INC: Improved Results Cue Moody's Stable Outlook

TRITON PETROLEUM: Posts $601,193 Net Loss in 2006 Third Quarter
U.S. ENERGY: Countryside Loses Right to Convert Claims to Equity
UNION CINEMA: Voluntary Chapter 11 Case Summary
VESTA INSURANCE: Panel Asks Court to Cancel XL Policy Extension
WEST SPEEDWAY: Case Summary & 14 Largest Unsecured Creditors

WESTBROOK CLO: Moody's Rates $14-Million Class E Notes at Ba2
WINN-DIXIE: Court Approves Ohio Casualty Insurance Settlement
WINN-DIXIE: Wants Coca-Cola & VR Global Settlement Pact Okayed
WINDWARD HARBOR: Case Summary & Three Largest Unsecured Creditors
WOODWIND & BRASSWIND: Meeting of Creditors Scheduled Tomorrow

WOODWIND & BRASSWIND: Court Approves Steinway's Staking-Horse Bid

* North American Automotive Output to Decline 1.1% in 2007

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ADELPHIA COMMS: Files Proposed Changes to Plan of Reorganization
----------------------------------------------------------------
Adelphia Communications Corporation filed proposed changes to the
First Modified Fifth Amended Joint Chapter 11 Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York on Dec. 19, 2006, marked to show changes
against the version filed with the Bankruptcy Court on
Dec. 12, 2006.

The proposed modifications reflect additional discussions with the
interested parties as well as certain changes resulting from the
hearing to consider confirmation of the Plan.  The Plan is subject
to approval of the Bankruptcy Court.  The Confirmation Hearing
commenced on Dec. 7, 2006 and ended on Dec. 19, 2006.

A full-text copy of the proposed revisions to the Plan are
available for free at http://ResearchArchives.com/t/s?1770

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.


AGRICORE UNITED: Investing $4 Million in Dairy Mineral Plant
------------------------------------------------------------
Agricore United plans to invest $4 million in a new 100,000 ton
dairy mineral manufacturing plant at Hi-Pro Feeds located in
Friona, Texas and CDN$5.2 million in a new 60,000 ton specialty
oat processing plant at its existing seed cleaning plant in
Camrose, Alberta.

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Agricore United reported the acquisition of Hi Pro Feeds, a
Goldsmith Agio Helms client.  The Hi Pro transaction was the
company's fourth completed sale mandate in the animal nutrition
sector for its active agribusiness practice.

"Agricore United is committed to growth," says Brian Hayward,
Chief Executive Officer, Agricore United.  "With our recent
refinancing, and five straight years of cash flow growth, we have
the financial flexibility to continue to diversify into value-
added downstream processing."

The dairy industry in New Mexico and the Texas Panhandle market
area is experiencing significant growth.  The mineral plant
expansion, expected to be completed in the fall of 2007, will free
production capacity at the existing Friona feed mill and allow
Hi-Pro to participate in industry growth and secure additional
market share.

"This investment reinforces Agricore United's continuing intent to
develop its livestock services business segment," says Bill
McGill, Vice President, Livestock Services.  "The expansion
affords Hi-Pro a unique opportunity to extend its leading position
in the dairy market, and maintain its growth in other product
lines."

The new oat plant will begin processing in the spring of 2008 and
will replace Agricore United's existing 35,000-tonne Edmonton oat
plant.  The new plant, which also includes a retrofit of an
existing forage seed cleaning plant, will increase Agricore
United's production capacity of specialty oats processing and
allow it to respond to growing market demands.

"The facility will incorporate state of the art processing
technologies and automation," says Blair Roth, Manager, Beans and
Special Crops.  "The commitment to the expansion will also enhance
Agricore United's product offerings to meet the demands of end-use
customers while expanding the market opportunity for prairie oat
growers."

                     About Agricore United

Headquartered in Winnipeg, Manitoba, in Canada, Agricore United
Limited (TSX: AU) -- http://www.agricoreunited.com/-- is an agri-
business with extensive operations and distribution capabilities
across western Canada.  The Company's operations are diversified
into sales of crop inputs and services, grain merchandising,
livestock production services and financial services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service affirmed all ratings for Agricore United
and Agricore United Holdings, but changed the outlook to
developing from stable.  Moody's also affirmed Agricore's SGL-2
speculative grade liquidity rating.

In August 2006, Moody's assigned a Ba3 rating to new senior
secured credit facilities for Agricore United and AU Holdings
Inc., a Ba2 rating to Agricore United's $525 million senior
secured revolving credit, and a Ba3 corporate family rating.
Moody's also assigned an SGL-2 speculative grade liquidity rating
to Agricore United.  The outlook on all ratings is stable.


AGRICORE UNITED: Acquires Two Crop Input Retailers in Saskatchewan
------------------------------------------------------------------
Agricore United acquired the key assets of Green Acres Fertilizer
Service (Major) Inc., Green Acres Chemical Ltd. and Kerrobert Agro
Services Ltd., two full service crop production businesses in
western Saskatchewan, effective Dec. 18, 2006.  The acquisition
will complement Agricore United's existing grain operations at
Kindersley, Provost and Wilke, Saskatchewan.  Financial terms of
the transaction were not disclosed.

"Having recently released record year end earnings, Agricore
United continues to execute on its commitment to grow for the
benefit of Agricore United's stakeholders," says Brian Hayward,
Chief Executive Officer, Agricore United.  "This acquisition
aligns with our strategic intent to enhance Agricore United's
grain handling and crop input retail position."

Green Acres & Kerrobert offer dry bulk fertilizers, liquid
fertilizer, a full line of crop protection products and custom
spraying services, a full line of bagged and bulk seed products,
and agronomic consulting services.  Agricore United will be
retaining key staff with strong agronomic backgrounds and
experience in grain and agro sales and services.

"Green Acres & Kerrobert have been leaders in their marketplace,
with a tradition of providing superior customer service and
agronomic advice," says Ron Enns, Senior Vice President.  "That's
a tradition consistent with our own corporate philosophy, as
Agricore United continues to deliver on adding value to
agricultural production."

"We are confident in and excited about the future of agriculture
and believe the sale of the crop production businesses to Agricore
United will provide Green Acres and Kerrobert Agro customers with
a more complete range of services in the future," say the
principals of Green Acres and Kerrobert.  "We would also like to
thank our many customers for their past patronage."

                     About Agricore United

Headquartered in Winnipeg, Manitoba, in Canada, Agricore United
Limited (TSX: AU) -- http://www.agricoreunited.com/-- is an agri-
business with extensive operations and distribution capabilities
acrosswestern Canada.  The Company's operations are diversified
into sales of crop inputs and services, grain merchandising,
livestock production services and financial services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service affirmed all ratings for Agricore United
and Agricore United Holdings, but changed the outlook to
developing from stable.  Moody's also affirmed Agricore's SGL-2
speculative grade liquidity rating.

In August 2006, Moody's assigned a Ba3 rating to new senior
secured credit facilities for Agricore United and AU Holdings
Inc., a Ba2 rating to Agricore United's $525 million senior
secured revolving credit, and a Ba3 corporate family rating.
Moody's also assigned an SGL-2 speculative grade liquidity rating
to Agricore United.  The outlook on all ratings is stable.


AIR AMERICA: Court Okays Halperin Battaglia as Panel's Counsel
--------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Air America
Radio, aka Piquant LL, permission to retain Halperin Battaglia LLP
as its bankruptcy counsel, nunc pro tunc to Oct. 25, 2006.

Halperin Battaglia will:

     a) advise the Committee with respect to its rights, duties,
        and powers in the Debtor's case;

     b) assist the Committee in its consultations with the Debtor
        relative to the administration of this case;

     c) assist the Committee in analyzing the claims of the
        Debtor's creditors and in negotiations with the
        creditors;

     d) assist with the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtor and the operation of the Debtor's business;

     e) assist the Committee in its analysis and negotiations
        with the Debtor or any third party concerning matters
        related to the realization by creditors of a recovery on
        claims and other means of realizing value in this case,
        including, without limitation the proposed debtor-in-
        possession financing and asset sale;

     f) review with the Committee whether a plan of
        reorganization should be filed by the Committee or
        other third party and, if necessary, draft a plan and
        disclosure statement;

     g) assist the Committee with respect to consideration by the
        Court of any disclosure statement or plan prepared or
        filed pursuant to Section 1125 or 1121 of the Bankruptcy
        Code;

     h) assist and advise the Committee with regard to its
        communications to the general creditor body regarding the
        Committee's recommendations on any proposed plan of
        reorganization or other significant matters in the
        Debtor's case;

     i) represent the Committee at all hearings and other
        proceedings;

     j) assist the Committee in its analysis of matters relating
        to the legal rights and obligations of the Debtor in
        respect of various agreements and applicable laws;

     k) review and analyze all applications, orders, statements
        of operations, and schedules filed with the Court and
        advise the Committee as to its propriety;

     l) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     m) perform other legal services as may be required
        and deemed to be in the interest of the Committee in
        accordance with its powers and duties as set forth in
        the Bankruptcy Code.

The firm's professionals will charge:

     Designation               Hourly Rate
     -----------               -----------
     Attorneys                 $395 - $175
     Law Clerks                $125 - $100
     Paraprofessionals          $95 -  $75

Alan D. Halperin, Esq., a principal at Halperin Battaglia Raicht
LLP, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Halperin can be reached at:

      Alan D. Halperin, Esq.
      Halperin Battaglia Raicht LLP
      555 Madison Avenue-9th Floor
      New York, NY 10022-3301
      Tel: (212) 765-9100
      Fax: (212) 765-0964
      http://www.halperinlaw.net/

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.  When the Debtor filed for bankruptcy, it disclosed
total assets of approximately $4.3 million and total debts of over
$20 million.


AIR AMERICA: Negotiating Purchase Agreement with Unnamed Buyer
--------------------------------------------------------------
Air America Radio has signed a letter of intent with an unnamed
buyer and negotiations for a purchase agreement are underway,
reports say.

Terry Kelly, Air America's former chairman of the board, is part
of a group of investors to take over the network.  He said a new
media partner is the group's potential backer, but he declined to
disclose the company, Wisconsin State Journal reported.

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.


ALERIS INT'L: S&P Affirms Corporate Credit Rating at B+
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' loan and '2'
recovery ratings on the senior secured first-lien term loan of
Aleris International Inc., after the report that the company
increased the term loan by $125 million.

With the add-on, the total amount of the facility is now
$1.23 billion.  The secured loan rating is the same as the 'B+'
corporate credit rating on Aleris, and the '2' recovery rating
indicates the expectation of substantial recovery of principal in
the event of a payment default.

The term loan is a part of $2.2 billion in financings being used
to fund the purchase of Aleris by Texas Pacific Group.

Ratings List:

   * Aleris International Group

      -- Corporate Credit Rating at B+/Stable/
      -- Senior Secured B+


AMERICAN REPROGRAPHICS: Moody's Holds Corporate Ratings at Ba3
--------------------------------------------------------------
Moody's Investors Service affirmed all of the credit ratings of
American Reprographics Company, LLC.

Outlook remains positive.

Moody's affirmed these ratings:

   -- $30 million senior secured revolving credit facility, at
      Ba2, LGD2, 21%;

   -- $261 million term loan facility due 2009, at Ba2, LGD2,
      21%;

   -- Corporate Family Rating, at Ba3; and,

   -- PDR, at B1.

The affirmation of the ratings at the current levels reflects the
company's continued strong cash flow, moderate leverage and sound
interest coverage metrics.  Other factors that support the ratings
include the company's leading market position in the reprographic
industry and the utilization of superior technology in the
execution of its business model.

Factors that continue to put downward pressure on the ratings
include the company's sensitivity to the health of the non-
residential construction segment, which is highly cyclical, low
barriers to entry, pricing pressure in the highly fragmented
reprographic services market, and geographic concentration of
ARC's business with roughly 50% of revenues generated in the state
of California.

The positive outlook reflects Moody's expectation that the company
will continue to report strong revenue gains from both organic
growth and acquisition activity.

It is also Moody's belief that gross and EBITDA margins will
continue to improve as a result of strong contribution from the
facilities management business and by further leveraging of the
company's fixed cost base.

Moody's anticipates that substantial free cash flows will be
utilized primarily for debt reduction and opportunistic
acquisitions going forward.

The ratings could be upgraded if the company's adjusted free cash
flow to adjusted debt improves to 15% or more on a sustained
basis.  Upward pressure could also result if the company sustains
an EBIT to interest coverage ratio of 3.5x or better or an EBITDA
to interest coverage ratio of 4.7x or better over several
quarters.

Conversely, the ratings or outlook could change to negative if
there is a significant downturn in the AEC industry, causing a
decline in revenues, operating margins and free cash flow
generation.  The ratings could also come under pressure in the
event that the company's adopts a more aggressive financial
policy.

American Reprographics Company is a leading reprographics service
company in the U.S.  For the last twelve months ended
Sept. 30, 2006 the company generated revenues of roughly $570
million.


AMN HEALTHCARE: Good Performance Prompts S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
AMN Healthcare Inc. to stable from negative.

Ratings on the company, including the 'BB-' corporate credit
rating, were affirmed.

"The outlook change reflects AMN's successful integration of the
MHA acquisition, strong operating performance in 2006 with an
expectation of continued strength, improving supply trends in its
travel nurse staffing segment, and a proven willingness and
ability to reduce debt," said Standard & Poor's credit analyst
Rivka Gertzulin.

The rating on AMN, a subsidiary of AMN Healthcare Services Inc.,
reflects the company's operating concentration in the highly
competitive health care staffing industry, the variable demand for
outsourced labor from hospital clients, the variable supply of
travel nurses, and the company's debt burden.

These concerns are partially mitigated by favorable long-term
demand for temporary nurses and doctors, the company's position as
an industry leader, its stable and growing business of temporary
physician staffing, and the company's proven ability and
willingness to reduce its outstanding debt.

AMN is a leading provider of travel nurse and allied health
staffing, and provides locum tenens and permanent placement
services.  AMN's revenue mix consists of about 70% travel nurse
and allied health staffing, 25% temporary physician staffing, and
5% permanent physician staffing.  The company recruits nurses,
doctors, and other allied health care professionals, and places
them on a temporary basis at health care facilities in all 50
states.  More than 90% of AMN's travel nurse assignments are at
acute care hospitals.  Permanent physician staffing accounts for
approximately 5% of revenue, and should remain stable in the near
term.

As of the third quarter of 2006, the company had health care
professionals on assignment at more than 1,500 different health
care facilities.

Total debt outstanding as of Sept. 30, 2006 was $199 million.  AMN
has made $37 million of unscheduled principal payments since
November 2005.  The company has upper single-digit EBITDA margins
and EBITDA interest coverage of around 4x.  AMN's debt to EBITDA
ratio is around 4x.


ASARCO LLC: Court Okays Purchase of Equipment From EntreCap
-----------------------------------------------------------
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi authorized ASARCO LLC
to exercise a fixed option under a lease extension with EntreCap
Financial Corporation for the purchase of certain Exchange Trucks.

As reported in the Troubled Company Reporter on Nov. 20, 2006,
in December 1995, ASARCO and EntreCap, formerly known as Pitney
Bowes Credit Corporation, entered into an equipment lease
agreement.  The Equipment Lease provided for the lease of five
haul trucks and one electric shovel.

In December 2003, EntreCap agreed to exchange two trucks under
the Original Lease that were located at the Mission Mine for two
similar trucks located at the Ray Mine.  The parties also agreed
that the lease term for the Exchange Trucks would be extended
from Dec. 8, 2005, to Dec. 8, 2006.

ASARCO assumed the Lease Agreement, including both the Original
Lease and the Lease Extension, on Dec. 30, 2005.

The Lease Extension includes a fixed purchase option that must be
exercised by Dec. 8, 2006.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that the Exchange Trucks, which are being utilized at
the Ray mine, are indispensable to the successful operation of
ASARCO's mine.

In light of the low fixed price to purchase the Exchange Trucks
in comparison with the fair market value for similar trucks,
ASARCO has decided that it is in its best financial interest to
purchase the Exchange Trucks now.

To cure its defaults under the Lease, ASARCO will pay Entrecap:

   -- $25,445 as other fees due under the Lease,
   -- $59,665 as rent for last quarter, and
   -- $320,000 as purchase price for the two Exchange Trucks.

                         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: Court Issues Preliminary Injunction on Mineral Park
---------------------------------------------------------------
ASARCO LLC has alleged that the Mission South Mill was
fraudulently transferred to Mineral Park Inc. and has sought to
avoid that transfer.

The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi finds that ASARCO has
established a substantial likelihood of success on the merits.
The preliminary evidence suggests that the transaction was an
improvident sale, without advisors and not in the normal course of
business, the Court points out.

In support of its finding, Judge Schmidt notes that:

   -- ASARCO sold the South Mill approximately three weeks before
      it filed for bankruptcy in August 2005, and the sale was
      conducted without an appropriate valuation and sale process
      at a time when ASARCO was experiencing a liquidity crisis;

   -- ASARCO used a broker's commission listing to select the
      price and conducted no appraisal of the value of the South
      Mill prior to the sale;

   -- ASARCO did not use a professional advisor to market the
      South Mill as it had done previously with other similar
      assets; and

   -- ASARCO did not re-evaluate its decision in light of a
      drastically changed marketplace for copper from initial
      marketing to final sale.

Judge Schmidt finds that, based on the preliminary evidence,
ASARCO's bankruptcy estate did not receive reasonably equivalent
value in the sale of the South Mill.  The Court states that a
determination of reasonably equivalent value under Section
548(a)(1)(B)(i) of the Bankruptcy Code requires that the South
Mill be valued from the perspective of ASARCO's bankruptcy estate
at the time of the transfer.

"ASARCO presented the most credible expert testimony regarding
valuation," Judge Schmidt notes.  "It is undisputed that the
South Mill was operable at the time of the sale and Mineral Park
bought it in order to operate it as a mill and not as parts."

The Court holds that based on the testimony presented, including
that of Mineral Park's valuation experts, it is uncontroverted
that as a going concern, the South Mill was worth far more than
the sale price of $6,000,000 at the time of the sale in July
2005.

"[Moreover,] ASARCO's insolvency at the time of the sale is
essentially undisputed," Judge Schmidt adds.

There is a substantial threat that ASARCO's bankruptcy estate
will suffer irreparable injury if the injunctive relief requested
is not granted, the Court holds.  "It is uncontroverted that it
would cost millions of dollars more to dismantle and move the
mill during the pendency of the case than to maintain it in its
current mothballed state."

In contrast, Mineral Park failed to provide evidence quantifying
any harm that may result to it from a preliminary injunction,
Judge Schmidt opines.  Mineral Park also failed to identify how
the public interest would be harmed by the preliminary
injunction, Judge Schmidt adds.

Thus, Judge Schmidt grants ASARCO's request and issues a
preliminary injunction against Mineral Park.

Mineral Park is preliminarily enjoined from:

   (a) transferring, assigning, selling, secreting,
       hypothecating, mortgaging, encumbering or otherwise
       disposing the South Mill and any related assets; and

   (b) dismantling or moving any of the South Mill from ASARCO's
       property.

                 Mineral Park Wants to File Appeal

An immediate appeal is necessary to review the Bankruptcy Court's
decision to enjoin relocation of an asset whole sale the parties
negotiated in good faith at arm's length for fair market value,
Darrell L. Barger, Esq., at Hartline, Dacus, Barger, Dreyer &
Kern, in Corpus Christi, Texas, says.

Accordingly, Mineral Park seeks leave to appeal the Bankruptcy
Court Order granting preliminary injunction.

Mr. Barger asserts that the Court disregarded fair market value
and applied a going concern valuation to a mothballed mill to
determine reasonably equivalent value.  The Court also imported
the "going concern" concept to a discrete and surplus component
of the Mission Mine -- a plant that had been mothballed with no
plans for re-use and was treated "as a building, with used
equipment."

Mr. Barger notes that going concern "indicates the market value
of an ongoing business as a whole," rather than "market values
attributable to an entity's various assets" on a piecemeal basis.

Mr. Barger contends that the Court also disregarded fair market
value in favor of ASARCO's calculations of incremental cash flow
that hypothetically could be generated by the South Mill, even
though it was undisputed that the mill was a non-operating asset
that generated no income and was not expected to generate any
future income.  The income approach to valuation "is appropriate
when property would, in the open market, be priced according to
the income that it already generates," and a valuation would
measure the property's known ability to produce income "in its
current state."

The Order deprives Mineral Park of its right to finish moving,
install, and use its mill while market conditions are favorable,
Mr. Barger says.

                         ASARCO Talks Back

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
points out that the Court's imposition of a preliminary injunction
to protect the South Mill from destruction in advance of trial was
compelled by the law and the evidence, and is not subject to
appellate review under Section 158(a) of the Judicial Procedures
Code.

Mr. Prince maintains that the evidence presented by both parties
to the Court established a substantial likelihood of ASARCO's
success on the merits.  The balance of harm weighs heavily in
ASARCO's favor for it stands to lose $40,000,000 to $50,000,000 in
the absence of a preliminary injunction, while Mineral Park will
suffer no quantifiable harm from a three-month delay in
dismantling the South Mill.

Mr. Prince contends that consideration of Mineral Park's appeal
will impose unnecessary burden and expense on the parties, and
will do nothing to advance the ultimate termination of the
litigation.

Thus, ASARCO asks the Court to deny Mineral Park's request for
leave to appeal.

                         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).


BANCAFE INTERNATIONAL: Chapter 15 Petition Summary
--------------------------------------------------
Petitioner: PriceWaterhouseCoopers EC, Inc.
            Attn: Marcus A. Wide, Authorized Officer
            The Financial Services Centre
            Bishop's Court Hill
            St. Michael, Barbados BB14004

Debtor: Bancafe International Bank, Ltd.
        P.O. Box 111
        Bridgetown, Barbados

Case No.: 06-16712

Type of Business: The Debtor offers financial services.

Chapter 15 Petition Date: December 19, 2006

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Petitioner's Counsel: Gregory S. Grossman, Esq.
                      Astigarraga Davis Mullins & Grossman, P.A.
                      701 Brickell Avenue, 16 Floor
                      Miami, FL 33131
                      Tel: (305) 372-8282
                      Fax: (305) 372-8202

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  More than $100 Million


BARRAMUNDI CDO: Moody's Rates $19.2-Mil. Class E Notes at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Barramundi CDO I Ltd.:

   -- Aaa to $540,400,000 Class A-1 Senior Secured Floating
      Rate Notes Due December 2051;

   -- Aaa to $56,000,000 Class A-2 Senior Secured Floating Rate
      Notes Due December 2051;

   -- Aa2 to $76,000,000 Class B Senior Secured Floating Rate
      Notes Due December 2051;

   -- A2 to $48,000,000 Class C Secured Deferrable Interest
      Floating Rate Notes Due December 2051;

   -- Baa3 to $38,400,000 Class D Secured Deferrable Interest
      Floating Rate Notes Due December 2051 and

   -- Ba3 to $19,200,000 Class E Secured Deferrable Interest
      Floating Rate Notes Due December 2051.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Cash ABS Securities
and Synthetic Securities due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

C-BASS Investment Management LLC is the collateral manager.


BEAR STEARNS: Fitch Rates $2.3-Million Class B Certificates at BB
-----------------------------------------------------------------
Fitch rates Bear Stearns Small Balance Commercial Mortgage Loan
Trust, commercial mortgage pass-through certificates, as:

   -- $87,111,000 class A-IO and A 'AAA';
   -- $5,897,000 class M-1 'AA';
   -- $3,619,000 class M-2 'A';
   -- $6,165,000 class M-3 'BBB';
   -- $1,581,000 class M-4 'BBB-'; and
   -- $2,305,000 class B 'BB'.

The 'AAA' rating on the senior securities reflects the 18.75%
initial subordination provided by the 5.50% class M-1, the 3.38%
class M-2, the 5.75% class M-3, the 1.48% class M-4, the 2.15%
class B, and initial overcollateralization of 0.5%.  The ratings
on the certificates reflect the quality of the underlying
collateral and Fitch's level of confidence in the integrity of the
legal and financial structure of the transaction.

In addition, the ratings reflect the capabilities of Wells Fargo
Bank, National Association as servicer and U.S. Bank National
Association as trustee.

The mortgage pool consists of adjustable-rate mortgage loans
secured by senior liens on commercial, multifamily, and mixed-use
properties with an aggregate principal balance of $107,213,764.05.
As of the cut-off date of Nov. 5, 2006, the mortgage loans had a
weighted average combined loan-to-value ratio of 78.03%, weighted
average coupon of 9.560%, weighted average remaining term of 287
months and an average principal balance of $1,468,681.70.
Property types include hotels and motels, among others with
concentrations under 10%.  The three largest state concentrations
are Florida, California, and Georgia.

Distributions of principal and interest will be made on the 25th
day of each month commencing in December 2006. Interest will be
distributed to all classes sequentially.  Principal distributions
will be made sequentially.

The mortgage loans were originated by Community South Bank which
was formed in the state of Tennessee.  CSB's Small Business
Lending Division was formed in July of 2003 for the purpose of
originating and selling small balance commercial mortgage loans.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
73 floating-rate loans having an aggregate principal balance of
approximately $107,213,764, as of the cutoff date.


BEAZER HOMES: Moody's Revises Outlook to Negative from Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Beazer Homes USA, Inc.'s Ba1
corporate family rating and Ba1 ratings on the company's senior
notes.

The ratings outlook was changed to negative from stable.

The negative ratings outlook is based on:

   -- Moody's expectation that headroom under the company's
      interest coverage covenant will narrow significantly in
      fiscal 2007;

   -- that other earnings-based metrics will continue to weaken,
      possibly slipping into low-Ba territory; and,

   -- that even though cash flow is expected to turn positive in
      fiscal 2007, this expectation is based in part on a large
      volume of cancelled homes being moved out of inventory and
      on the currently high cancellation rates being reduced
      considerably.

The ratings take into consideration Beazer's solid market share
positions in its major markets, anticipated positive cash flow
generation in fiscal 2007, and geographic diversification.

Simultaneously, the ratings consider Beazer's below-peer-group-
average margins and returns, the decision to shrink operations and
potentially devote excess cash flow to share repurchases,
tightness under the company's interest coverage covenant, and the
cyclical nature of the homebuilding industry.

The outlook could stabilize if the company becomes strongly free
cash flow positive, maintains headroom in the interest coverage
covenant in its bank credit facility, and reduces debt leverage
below 50%.

Factors that could stress the outlook and ratings will include
Beazer's experiencing considerable tightness under the interest
coverage covenant or re-leveraging the balance sheet to above 55%
for acquisitions, share repurchases, or because of major
impairment or product liability charges.

These ratings for Beazer were affirmed:

   -- Corporate family rating, affirmed at Ba1;
   -- Probability of Default Rating affirmed at Ba1; and,
   -- Senior notes ratings, affirmed at Ba1.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 22 states.  Revenues and net income for the fiscal
year ended Sept. 30, 2006 were $5.3 billion and $389 million,
respectively.


BOULDER SPECIALTY: S&P Places Corporate Credit Rating at B-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Cresskill, New Jersey-based Boulder Specialty
Brands Inc.

At the same time, Standard & Poor's assigned its 'B-' bank loan
and '2' recovery ratings to the proposed $140 million senior
secured, first-lien credit facility and its 'CCC' bank loan and
'5' recovery ratings to the proposed $40 million senior secured,
second-lien term loan.  Net proceeds from the bank loans, along
with $138.5 million of preferred stock, $107.5 million of common
equity and $100 million cash on hand, will be used to finance the
purchase of GFA Brands.

"The borrower, GFA Holdings Inc, marketer of Smart Balance and
Earth Balance margarine and other foods, will be acquired by
Boulder Specialty Brands, a publicly traded special purpose
acquisition company," said Standard & Poor's credit analyst Alison
Sullivan.

After the close of the transaction, Boulder will change its name
to Smart Balance Inc. and file an application for a listing on the
NASDAQ exchange.  The ratings are based on preliminary terms
and are subject to review upon receipt of final documentation.

The outlook is stable.

Pro forma for the transaction, Boulder will have about
$160 million in total debt outstanding.  The ratings reflect the
company's leveraged capital structure, narrow product focus and
sales concentration, small size relative to financially stronger
competitors, and customer concentration.


BUFFALO COAL: U.S. Trustee Wants Barton's Case Converted to Ch. 7
-----------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, asks the
U.S. Bankruptcy Court for the Northern District of West Virginia
to convert Barton Mining Company Inc.'s Chapter 11 case to a
Chapter 7 liquidation proceeding.  Barton's case is consolidated
with two other related Chapter 11 cases: Buffalo Coal Company,
Inc., and United Energy Coal, Inc.

The U.S. Trustee says a conversion to Chapter 7 and the
appointment of a Chapter 7 Trustee is necessary for the review of
the $10.4 million prepetition sale of Barton's assets to Vindex
Energy Corporation and subsequent disbursement of the sale
proceeds.

Barton's officers, Charles Howdershelt and Gerald Ramsburg, had
testified during the first meeting of creditors that the sale
proceeds were used to pay for the reclamation claims against
Barton and the two other affiliated debtors, including $803,079.23
disbursed to the officers as a "draw".

Mr. McDow has raised concerns over the appropriateness of the
disbursements and the draw to the officers in light of Barton's
financial condition at the time of the sale.  The U.S. Trustee
says there is a question as to whether Barton was liquid at the
time of the disbursement of the sale proceeds, despite assurances
from Barton's officers that the Debtor was liquid at that point.

The Court will convene a hearing at 11:00 a.m., on Jan. 26, 2007,
to consider the U.S. Trustee's request for case conversion.

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate originally
filed under chapter 7 on July 24, 2006, and was converted to a
case under chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V. Case No.
06-00625).  James R. Christie, Esq., at Clarksburg, West Virginia,
represents Barton Mining.


CALPINE CORP: Fund Advises Unitholders on Harbinger's Offer
-----------------------------------------------------------
The Trustees of Calpine Power Income Fund advised unitholders not
to take any action until further notice with respect to the
announcement made by Harbinger Capital Partners on Dec. 19, 2006,
that it intends to make an unsolicited offer for the Fund.

"The Board of Trustees will carefully consider any offer by
Harbinger, if and when it is made, and will make a recommendation
to unitholders in due course," Robert Hodgins, Chairman of the
Board of Trustees of the Fund, said.  "As a major creditor in San
Jose-based Calpine Corporation's insolvency proceedings, Harbinger
has a deep understanding of the substantial unrealized value
within the Fund and its various claims against Calpine Corporation
and its subsidiaries.  As trustees for the Fund, we are working to
maximize that value for the benefit of our unitholders by, among
other things, exploring alternative potential value-maximizing
transactions."

Mr. Hodgins added, "The Fund's strong performance over the past
year positions us well as we go into this process."

Since Dec. 22, 2005, the day after Calpine Corporation commenced
its voluntary reorganization under Chapter 11 of the U.S.
Bankruptcy Code, the Fund has maintained its monthly distributions
and its units have increased in value by 45.7%, as of the close of
market on Dec. 19, 2006.

The Fund advises unitholders to not deposit any units to the
Harbinger offer, if and when it commences, and to not take any
other action concerning the offer until unitholders have received
further communications from the Board of Trustees.  After the
commencement of the offer, the Fund will issue a Directors'
Circular that will contain important information for unitholders,
including the Board's recommendation regarding the offer.

As part of its ongoing program to protect and build unitholder
value, the Fund has been working closely with BMO Capital Markets
as its financial advisor, and Blake, Cassels and Graydon LLP, as
its legal advisor over the past year.  Each firm will continue to
assist the Fund with respect to the response to any offer and in
the consideration by the Board of Trustees of alternative
potential transactions.

Pursuant to the authority delegated to them by the Fund Delegation
Agreement dated Aug. 29, 2002, among Calpine Commercial Trust, the
Fund and Computershare Trust Company of Canada, the CCT Board of
Trustees has the authority and duty to act on behalf of the Fund
undertaking all matters in connection with any take-over bid,
business combination or other related matter.

Each and all of the five members of the Board of Trustees is
independent of the Fund's Manager and is independent of Calpine
Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.


CAPITAL GUARDIAN: Fitch Junks Rating on $12.9-Mil. Class C Notes
----------------------------------------------------------------
Fitch downgrades two and affirms three classes of notes issued by
Capital Guardian ABS CDO I, Ltd.

These rating actions are effective immediately:

   -- $18,421,728 class A-1A notes affirmed at 'AAA';

   -- $50,241,076 class A-1B notes affirmed at 'AAA';

   -- $16,512,567 class A-1C notes affirmed at 'AAA';

   -- $70,000,000 class B notes downgraded to 'B' from 'BBB' and
      assigned a Distressed Recovery rating of 'DR2'; and

   -- $12,971,063 class C notes downgraded to 'C/DR6' from
      'CC/DR5'.

Capital Guardian is a collateralized debt obligation that closed
Feb. 28, 2002 and is managed by Capital Guardian Trust Company.
Capital Guardian's portfolio is composed of residential mortgage-
backed securities, commercial mortgage-backed securities, asset-
backed securities , CDOs, and corporate debt.  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Since Fitch's last rating action in December 2005, the transaction
has suffered from severe collateral deterioration in addition to
significant par loss after the sale of a defaulted asset.  Roughly
18.1% of the assets are rated below 'B-', up from 13.9% at the
last review.  There are several RMBS securities which have been
downgraded within the past year and are now expected to suffer
some principal losses.  Exposures to manufactured housing bonds
and aircraft-related ABS securities have also impaired the
transaction.

An aircraft lease securitization with a par value of roughly
$7.1 million was sold in May for just 2% of its par value, or
about $140,000.  The magnitude of this realized loss was greater
than previously projected by the asset manager.  Similarly,
another $7.2 million aircraft lease securitization currently
contained in the portfolio is expected to have minimal principal
recoveries.

All coverage tests, which include the class A/B and class C
overcollateralization and interest coverage tests, are failing as
of the latest trustee report dated Nov. 30, 2006.  The reported
class A/B OC ratio is 101.7% versus a minimum trigger of 104%,
while the class C OC ratio is 93.9% versus a trigger of 101.5%.
Typically speaking, an OC ratio of over 100% implies that there is
sufficient collateral outstanding to fully cover the related
liabilities.

However, in this case the calculation of the ratio includes a
large portion of assets which are distressed and expected to
receive reduced or no principal, including the aforementioned
aircraft lease securitization, several RMBS assets, and three
manufactured housing bonds.  While the OC test does take into
account some potential losses on the lower-rated collateral, it
underestimates the severity of losses likely to occur.  Based on
the adjustments to the par values of certain underlying assets,
Fitch views the class B notes as being undercollateralized at
present.

As a result of the collateral deterioration, the realized losses
and the expected losses in the portfolio, it is projected that the
class B notes will likely suffer some principal loss.  The class C
interest payments have been paying-in-kind since April 2005 and
are likely cut off from any future principal receipts.  There
remains a slight chance for minimal future interest payments, but
only under a benign credit scenario along with better-than-
expected recoveries on the distressed assets.

The ratings of the class A-1A, A-1B, A-1C, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class C notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


CITIZENS COMMS: S&P Rates $400-Mil. Senior Unsecured Notes at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' rating to $400
million of 7.875% senior unsecured notes due 2027 issued by
Stamford, Connecticut-based Citizens Communications Co.

The notes were issued under Rule 144A with registration rights.

Standard & Poor's also affirmed all ratings on Citizens, including
the 'BB+' corporate credit rating.

The outlook remains negative.

Pro forma for the acquisition of Commonwealth Telephone
Enterprises Inc. total debt is approximately $4.9 billion.

Proceeds of the new issue will be used to finance, in part, the
Commonwealth acquisition, which was announced on Sept. 18, 2006,
and is valued at $1.2 billion, including the assumption of roughly
$228 million of Commonwealth net debt.  The new issue will also
reduce the size of the original $990 million senior unsecured
bridge loan.  If the Commonwealth transaction were to not close,
the new issue proceeds would be used to retire a portion of the
Citizen's outstanding debt.

"The ratings on Citizens reflect a shareholder-oriented financial
policy, a heightened business risk profile resulting from rising
competition from cable telephony and wireless substitution,
integration risk from the acquisition of Commonwealth, and longer-
term risk to regulatory support," said Standard & Poor's credit
analyst Allyn Arden.

Citizens also lacks a facilities-based video strategy to help
combat the triple play bundle offered by some cable operators.
Tempering factors include Citizens' status as a well-positioned
incumbent local exchange carrier with relatively stable and high
margins, primarily in less-competitive, rural areas; growth in
high-speed data services; and healthy discretionary cash flow
generation.


CITIZENS COMMS: Fitch Assigns BB Rating on New $250MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings assigned a 'BB' rating to Citizens Communications
Company's proposed private placement of $250 million senior
unsecured notes due 2027.

Citizens intends to use the notes to finance, in part, the
acquisition of Commonwealth Telephone Enterprises, Inc. in 2007.
If the acquisition is not completed, the proceeds will be used to
retire outstanding debt.  Citizens' issuer default rating rating
is 'BB' as are the ratings of its existing senior unsecured credit
facilities and its senior unsecured debt.

The Rating Outlook is Stable.

Citizens 'BB' rating reflects the relatively stable financial
performance of its telecommunications business, which stems from
its primarily rural operations.  Offsetting factors include the
continuing pressure of competition, the slight levering effect of
the proposed acquisition of Commonwealth and the company's higher
payout of free cash flow in the form of dividends.

Citizens reported an agreement to acquire Commonwealth on
Sept. 18, 2006.  The total value of the transaction is
approximately $1.3 billion, including $335 million for the
retirement of Commonwealth's debt.  The transaction is expected to
be financed with approximately 75% cash and 25% equity.

Fitch anticipates that Citizen's gross debt-to-EBITDA will rise to
approximately 3.7x in 2007 from 3.5x for the trailing 12 months
ending Sept. 30, 2006.  To finance the transaction, Citizens
obtained a $990 million bridge credit facility, and will term out
the financing in the public markets.  The bridge credit facility
commitment will be reduced by the proposed $250 million of 2027
notes.  The company expects to obtain approximately $30 million in
annual synergies, and will incur approximately $35 million in
integration costs.  The transaction is expected to be completed in
2007 after the customary regulatory approvals and the Commonwealth
shareholder vote.

Fitch's believes Citizens proposed acquisition of Commonwealth
will be slightly levering for Citizens upon its close, but within
the range of the current 'BB' rating category.  Moreover, an
anticipated dividend payout in the low 60% range is expected to
continue to provide Citizens with good financial flexibility.

The company's guidance calls for pre-dividend cash flow in the
range of $500 million to $525 million in 2006.  Liquidity is good
with an undrawn, $250 million senior unsecured credit facility in
place until October 2009.

In addition to the $150 million in cash resulting from a draw on a
new term-loan facility in the fourth quarter of 2006 that will be
used to retire other debt, the company had $417 million in cash at
Sept. 30, 2006.  Following a debt-for-debt exchange in the fourth
quarter of 2006 of approximately $150 million of 9.0% senior notes
due 2031 for $157 million of 7.625% senior notes due 2008,
Citizens has approximately $496 million in maturing debt in 2008.

In connection with its proposed acquisition of Commonwealth, the
company halted its $300 million stock repurchase program, having
repurchased $135 million through Sept. 30, 2006, and expects to
complete the remaining amount on the stock repurchase program in
2007 following the close of the acquisition.  Citizens expects to
complete its previously announced $150 million debt reduction in
conjunction with the financing of the transaction.

In the intermediate term, there is some uncertainty regarding
revenues and cash flows due to potential longer-term reforms of
the universal service fund program and the intercarrier
compensation structure.  Policymakers are generally supportive of
rural carriers but the outcome of reforms is uncertain.


COMPUTER SCIENCES: Seeks Waiver of Default on $200 Million Notes
----------------------------------------------------------------
Computer Sciences Corp. is soliciting consents from the holders of
its $200 million aggregate outstanding principal amount of its
6-1/4% Notes due 2009 for a one-time waiver, to be effective
through March 9, 2007, of any default or event of default under
the reporting requirements in the indentures governing the Notes.

The company disclosed that it received, on Dec. 8, 2006, notices
of default from Citibank N.A., acting as trustee, with respect to
its default under the reporting provision, and also as the trustee
under the indentures that govern the company's three other
outstanding series of notes with respect to default under the
reporting requirements in the indentures.

The approval of the proposed waiver would extend the existing
30-day cure period in the indenture by 60 days with respect to the
reporting provision, which is consistent with the cure period for
the reporting requirements under the indentures that govern its
three other outstanding series of notes and similar to the cure
period provided in the waiver of default granted on Nov. 17, 2006,
by the company's lenders under its $1 billion credit agreement for
failure to comply with the reporting covenant in the credit
agreement.

CSC is offering an initial consent fee of a $1.25 in cash for each
$1,000 in principal amount of the Notes to all holders of record
on Dec. 11, 2006, who properly execute and deliver a letter of
consent on or prior to Dec. 21, 2006.  If the company has not
filed its Quarterly Report with the SEC on or before 5:30 p.m.,
New York City time, on Jan. 5, 2007, it will pay to each
consenting holder an additional $1.25 in cash for each $1,000 in
principal amount of Notes.

The proposed waiver will become effective promptly after receiving
valid and unrevoked consents from holders representing a majority
of the outstanding aggregate principal amount of the Notes.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Dec. 21, 2006.  Holders may submit their Letters of
Consent to the Tabulation Agent at any time on or prior to the
expiration date.  Holders may revoke their consents prior to the
effectiveness of the proposed waiver.

Global Bondholder Services Corporation has been retained to serve
as its Tabulation Agent for the consent solicitation.  Requests
for documents should be directed to Global Bondholder Services at
(866) 470-3800 or (212) 430-3774.

Merrill Lynch & Co. was also retained as solicitation agent for
the consent solicitation.  Questions regarding the terms of the
consent solicitation should be directed to the Solicitation Agent
at (888) 654-8637 or (212) 449-4914 (collect).

Headquartered in El Segundo, Calif., Computer Sciences Corporation
(NYSE: CSC) -- http://www.csc.com/-- is an information technology
services company.  The company's services include systems design
and integration; IT and business process outsourcing; applications
software development; Web and application hosting; and management
consulting.


CONSPIRACY ENT: Sept. 30 Balance Sheet Upside-Down by $3 Million
----------------------------------------------------------------
Conspiracy Entertainment Holdings Inc. posted a $174,134 net loss
on $272,500 of net revenues for the three months ended Sept. 30,
2006, compared with $55,257 of net income on $110,850 of net
revenues for the same period in 2005.

The company's balance sheet at Sept. 30, 2006, showed $1.2 million
in total assets and $4.3 million in total liabilities, resulting
in a $3 million stockholders' deficit.

As of Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $460,999 in total current assets available
to pay $4.3 million in total current liabilities.

A full-text copy of the company's third quarter financials is
available for free at http://researcharchives.com/t/s?1768

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 5, 2006,
Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about Conspiracy Entertainment Holdings, Inc.'s
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
operating losses and lack of working capital.

                  About Conspiracy Entertainment

Conspiracy Entertainment Holdings, Inc., develops,  publish, and
markets interactive video games software.  The company also
publishes titles for hardware platforms like Sony's PlayStation,
Nintendo 64 and Nintendo's Game Boy Color and Game Boy Advance.


CWALT INC: Moody's Places Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Moody's Investors Service assigned Aaa and Aa1 ratings to the
senior certificates issued by Alternative Loan Trust 2006-39CB and
ratings ranging from Aa2 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Countrywide Home Loans Inc fixed-
rate, Alt-A mortgage loans.  The ratings are based primarily on
the credit quality of the loans, and on the protection from
subordination.

Moody's expects collateral losses to range from 0.6% to 0.8%.
Countrywide Home Loans Servicing LP will act as master servicer.

These are the rating actions:

   * CWALT, Inc. Mortgage Pass-Through Certificates,
     Series 2006-39CB

      -- Class 1-A-1, Assigned Aaa
      -- Class 1-A-2, Assigned Aaa
      -- Class 1-A-3, Assigned Aaa
      -- Class 1-A-4, Assigned Aaa
      -- Class 1-A-5, Assigned Aaa
      -- Class 1-A-6, Assigned Aaa
      -- Class 1-A-7, Assigned Aaa
      -- Class 1-A-8, Assigned Aaa
      -- Class 1-A-9, Assigned Aaa
      -- Class 1-A-10, Assigned Aaa
      -- Class 1-A-11, Assigned Aaa
      -- Class 1-A-12, Assigned Aaa
      -- Class 1-A-13, Assigned Aaa
      -- Class 1-A-14, Assigned Aaa
      -- Class 1-A-15, Assigned Aaa
      -- Class 1-A-16, Assigned Aaa
      -- Class 1-A-17, Assigned Aaa
      -- Class 1-A-18, Assigned Aaa
      -- Class 1-A-19, Assigned Aa1
      -- Class 1-A-20, Assigned Aaa
      -- Class 2-A-1, Assigned Aaa
      -- Class 2-A-2, Assigned Aaa
      -- Class 2-A-3, Assigned Aaa
      -- Class 2-A-4, Assigned Aaa
      -- Class 2-A-5, Assigned Aa1
      -- Class 2-X, Assigned Aaa
      -- Class 1-X, Assigned Aaa
      -- Class A-R, Assigned Aaa
      -- Class PO,  Assigned Aaa
      -- Class M-1, Assigned Aa2
      -- Class M-2, Assigned Aa3
      -- Class M-3, Assigned A2
      -- Class M-4, Assigned A3
      -- Class M-5, Assigned Baa1
      -- Class M-6, Assigned Baa2
      -- Class M-7, Assigned Baa3
      -- Class B-1, Assigned Ba1
      -- Class B-2, Assigned Ba2


DELTA AIR: Plan Filing Decision Wins Committee's Support
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Delta
Air Lines Inc. and its debtor affiliates' Chapter 11 cases
supported Delta's decision to file its proposed Plan of
Reorganization and accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of New York on Dec. 20,
2006.

A number of issues, including those left open in the Plan of
Reorganization, will be the focus of continuing discussions
between the Committee and Delta over the coming weeks.

At the same time, the Committee will continue to consider
potential alternatives in order to maximize the ultimate
recoveries for the unsecured creditors in the Delta bankruptcy.

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: Classification and Treatment of Claims Under Plan
------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates filed a
standalone Plan and a related Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of New York and intends
to emerge from Chapter 11 in the spring of 2007, related the
Troubled Company Reporter on Dec. 20, 2006.

The Debtors' Plan of Reorganization is premised upon the limited
and separate consolidation of:

   (i) the estates of the Delta Debtors, which comprise:

        -- ASA Holdings, Inc.,
        -- Crown Rooms, Inc.,
        -- DAL Aircraft Trading, Inc.,
        -- DAL Global Services, LLC,
        -- DAL Moscow, Inc.,
        -- Delta Air Lines, Inc.,
        -- Delta Benefits Management, Inc.,
        -- Delta Corporate Identity, Inc.,
        -- Delta Loyalty Management Services, LLC,
        -- Delta Technology, LLC,
        -- Delta Ventures III, LLC,
        -- Epsilon Trading, LLC,
        -- Kappa Capital Management, Inc., and
        -- Song, LLC

  (ii) the estates of the Comair Debtors, which consist of:

        -- Comair, Inc.,
        -- Comair Holdings, LLC,
        -- Comair Services, Inc.,
        -- Delta AirElite Business Jets, Inc., and
        -- Delta Connection Academy, Inc.

Each consolidation will be effected solely for purposes of
actions associated with the confirmation of the Plan and the
occurrence of the Effective Date, including voting, confirmation
and distribution.

If one or more Delta Debtors and one or more Comair Debtors are
obligated for a given Claim, the holder thereof will be deemed to
have one Claim against the Delta Debtors and one Claim against
the Comair Debtors for purposes of Confirmation and
distributions.

The Debtors note that if the Court does not approve one or both
Plan Consolidations:

   (a) the Claims against the relevant Debtors will be treated as
       separate Claims with respect to the relevant Debtor's
       estate for all purposes, and will be administered as
       provided in the applicable Plan Consolidation; and

   (b) the Debtors will not, or will they be required to,
       re-solicit votes with respect to the Plan or any
       applicable Plan Consolidation.  The votes will be counted
       as a vote in a single, respective, separate Class with
       respect to the appropriate Plan Consolidation.

Consistent with the requirements of the Bankruptcy Code, Delta's
Plan of Reorganization generally provides for holders of Allowed
Administrative Claims to receive cash in an amount equal to those
Claims.

Allowed Priority Tax Claims will be paid:

   (a) a single Cash distribution equal to that Claim;

   (b) equal Cash payments on the fifth and the sixth anniversary
       of the date of assessment in an aggregate amount equal to
       that Claim, together with interest compounded
       semi-annually from the Effective Date on any outstanding
       balance calculated at a rate equal to the yield published
       in The Wall Street Journal, Eastern Edition on the
       Effective Date for a United States Treasury note with a
       maturity closest to five years; or

   (c) other recovery as may be determined by the Court to
       provide the claimholder deferred Cash payments having a
       value, as of the Effective Date, equal to that Claim.

The classification and treatment of other claims against the
Delta Debtors under the Plan of Reorganization are summarized as:

Class  Description   Recovery   Claim Treatment
-----  -----------   --------   ---------------
  1    Other Priority  100%     Payment in full in Cash, or other
       Claims                   treatment that will render the
                                Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  2    Secured         100%     (a) Payment in full in Cash;
       Aircraft                 (b) Reinstatement of the legal,
       Claims                       equitable and contractual
                                    rights of the claimholder;
                                (c) payment of the proceeds of
                                    the sale or disposition of
                                    the Collateral securing the
                                    Claim to the extent of the
                                    value of the holder's secured
                                    interest in the Collateral;
                                (d) return of Collateral securing
                                    the Claim; or
                                (e) other treatment rendering the
                                    Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  3    Other Secured   100%     (a) Payment in full in Cash;
       Claims                   (b) Reinstatement of the legal,
                                    equitable and contractual
                                    rights of the claimholder;
                                (c) payment of the proceeds of
                                    the sale or disposition of
                                    the Collateral securing the
                                    Claim to the extent of the
                                    value of the holder's secured
                                    interest in the Collateral;
                                (d) return of Collateral securing
                                    the Claim; or
                                (e) other treatment rendering the
                                    Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  4    General        63%-80%   New Delta Common Stock equal to
       Unsecured                pro rata share of Delta Unsecured
       Claims                   Allocation.  Opportunity to
                                participate in New Equity
                                Investment Rights Offering.

                                Impaired.  Entitled to vote.

  5    Non-           63%-80%   (a) New Delta Common Stock equal
       Convenience                  to pro rate share of Delta
       Class Retiree                Unsecured Allocation; or
       Claims                   (b) if elected on Ballot, Cash
                                    proceeds from sale of pro
                                    rata share of Delta Unsecured
                                    Allocation.

                                Impaired.  Entitled to vote.

  6    Convenience    63%-80%   Cash determined with reference to
       Class Claims             the midpoint of the range of
                                recovery estimates for General
                                Unsecured Claims against the
                                Delta Debtors.

                                Impaired.  Entitled to vote.

  7a   Interests         0%     No distribution.
       in Delta                 Impaired.  Deemed to reject.

  7b   Interests     Retained   Reinstatement of Interests.
       in the Delta             Unimpaired.  Deemed to accept.
       Subsidiary
       Debtors

  8    Securities        0%     No distribution.
       Litigation               Impaired.  Deemed to reject.
       Claims

The projected recovery range for Delta Classes 4, 5 and 6 is
based on:

   (i) a consolidated valuation of the Delta Debtors together
       with the Comair Debtors; and

  (ii) estimated total Allowed Unsecured Claims of
       $15,000,000,000 against the Delta Debtors and Comair
       Debtors.

According to the Debtors, Delta Classes 4, 5 and 6's recovery
range is subject to change based, inter alia, on:

   (a) the fact that actual recoveries to holders of Unsecured
       Claims will be based on separate valuations of the Comair
       Debtors and the Delta Debtors, and separate estimates of
       Allowed Claims against each;

   (b) the possible dilutive effects of the Compensation
       Programs; and

   (c) further refinements to the estimates of total Allowed
       Claims as the Debtors Claims reconciliation and objection
       process continues.

The Debtors define "Non-Convenience Class Retiree Claim" as a
Claim against Delta in an amount greater than $2,000 but less
than or equal to $100,000 arising from:

    -- the modification of retiree health or welfare benefits as
       reflected in a Retiree Term Sheet; or

    -- the termination of any non-qualified defined benefit
       pension plan of the Debtors.

A "Convenience Class Claim" is a Claim, other than a Claim based
on an Old Note, against any of the Debtors that would otherwise
be a General Unsecured Claim, and is greater than $0 and less
than or equal to $2,000 in Allowed amount.  A General Unsecured
Claim or a Non-Convenience Class Retiree Claim originally Allowed
in an amount in excess of $2,000 may not be sub-divided into
multiple Claims of $2,000 or less for purposes of receiving
treatment as a Convenience Class Claim.

The classification and treatment of other claims against the
Comair Debtors under the Plan of Reorganization are summarized
as:

Class  Description   Recovery   Claim Treatment
-----  -----------   --------   ---------------
  1    Other Priority  100%     Payment in full in Cash, or other
       Claims                   treatment that will render the
                                Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  2    Secured         100%     (a) Payment in full in Cash;
       Aircraft                 (b) Reinstatement of the legal,
       Claims                       equitable and contractual
                                    rights of the claimholder;
                                (c) payment of the proceeds of
                                    the sale or disposition of
                                    the Collateral securing the
                                    Claim to the extent of the
                                    value of the holder's secured
                                    interest in the Collateral;
                                (d) return of Collateral securing
                                    the Claim; or
                                (e) other treatment rendering the
                                    Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  3    Other Secured   100%     (a) Payment in full in Cash;
       Claims                   (b) Reinstatement of the legal,
                                    equitable and contractual
                                    rights of the claimholder;
                                (c) payment of the proceeds of
                                    the sale or disposition of
                                    the Collateral securing the
                                    Claim to the extent of the
                                    value of the holder's secured
                                    interest in the Collateral;
                                (d) return of Collateral securing
                                    the Claim; or
                                (e) other treatment rendering the
                                    Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  4    General          --      New Delta Common Stock equal to
       Unsecured                pro rata share of Comair
       Claims                   Unsecured Allocation.
                                Opportunity to participate in New
                                Equity Investment Rights
                                Offering.

                                Impaired.  Entitled to vote.

  5    Convenience      --      Cash determined with reference to
       Class Claims             the midpoint of the range of
                                recovery estimates for General
                                Unsecured Claims against the
                                Delta Debtors.

                                Impaired.  Entitled to vote.

  6    Interests      Retained  Reinstatement of Interests.
       in the Comair            Unimpaired.  Deemed to accept.
       Debtors

  7    Securities        0%     No distribution.
       Litigation               Impaired.  Deemed to reject.
       Claims

The Debtors clarify that the projected recovery range for Comair
Classes 4 and 5 will be included in a revised Plan and Disclosure
Statement to be filed with the Court prior to the Disclosure
Statement hearing.

The Comair Classes 4 and 5's projected recovery range will be
based on a separate valuation of the Comair Debtors and a
separate estimate of Allowed Claims against the Comair Debtors.

The projected recovery range for holders of Unsecured Claims
against the Comair Debtors may differ substantially from:

   (i) the projected recovery range for Delta Classes 4, 5 and
       6; or

  (ii) any subsequently revised projected recovery range for
       Unsecured Claims against the Delta Debtors.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- 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 Lines
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Enterprise Value Estimated at $18.2-$20.8 Billion
------------------------------------------------------------
The Blackstone Group, L.P., Delta Air Lines, Inc., and its debtor-
affiliates' financial advisor, has undertaken a valuation analysis
for purposes of:

   (i) estimating value available for distribution to creditors
       pursuant to the Debtors' Joint Plan of Reorganization,
       filed on December 19, 2006, and to analyze the relative
       recoveries to creditors thereunder; and

  (ii) evaluating whether the Plan meets the so-called best
       interests test under Section 1129(a)(7) of the Bankruptcy
       Code.

According to Blackstone, the adjusted enterprise value of the
consolidated Reorganized Debtors is estimated to range from
$18,200,000,000 to $20,800,000,000.  This estimated Consolidated
Adjusted Enterprise Value range assumes an Effective Date of
April 30, 2007 and reflects the going concern value of the
Reorganized Debtors after giving effect to the implementation of
the Plan.

The common equity value of the consolidated Reorganized Debtors
is estimated to range from approximately $9,400,000,000 to
$12,000,000,000.  The Consolidated Equity Value range reflects
the difference between the Consolidated Adjusted Enterprise Value
and the total amount of net debt that is estimated to be
outstanding at the Effective Date after giving effect to the
Plan.

Based on the Consolidated Equity Value estimates and an estimated
consolidated pool of Unsecured Claims for the Debtors of
$15,000,000,000, Blackstone estimates the recovery to the holders
of consolidated Debtors Unsecured Claims to be 63% to 80%.  These
recoveries do not take into account any dilution or other
financial effects that may occur pursuant to implementation of
the Compensation Programs.

The Consolidated Valuation is based on numerous qualifications
and contingencies, including but not limited to:

   (i) the Debtors' ability to achieve all aspects of their
       Financial Projections,

  (ii) the state of the capital and credit markets as of the
       Effective Date,

(iii) the Debtors' ability to raise and maintain sufficient
       capital to implement the business plan on which the
       Financial Projections are based,

  (iv) no material adverse change to the industry or in the
       Debtors' operations due to economic slowdowns,

   (v) volatility in fuel prices, and

  (vi) the effect of exogenous events, including terrorist
       attacks and the Debtors' ability to maintain and utilize
       net operating losses, as well as other unexpected events
       not forecasted by the Debtors.

A copy of the Valuation Analysis is available for free at:

                http://ResearchArchives.com/t/s?176d


                         *     *     *

Prior to the hearing to approve the Disclosure Statement
accompanying the Plan, the Debtors intend to submit a revised
valuation analysis that will include separately valuation
analysis with respect to the Delta Debtors and valuation analysis
with respect to the Comair Debtors.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- 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 Lines
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: US Airways Rejection Will Not Affect S&P's D Rating
--------------------------------------------------------------
Delta Air Lines Inc. has filed a proposed plan of reorganization,
targeting emergence from bankruptcy in 2007 as an independent
entity.

Delta disclosed also that its Board of Directors had rejected an
acquisition proposal by US Airways Group Inc.

Standard & Poor's Ratings Services said its ratings on Delta,
including the 'D' corporate credit rating, are not affected.
Ratings on enhanced equipment trust certificates remain on
CreditWatch with developing implications, excepting 'AAA' rated,
insured EETCs, which are not on CreditWatch.

If Delta is successful in its proposed plan of reorganization,
ratings on EETCs that are on CreditWatch would likely be affirmed
or raised, as the airline plans to affirm or repay aircraft
obligations securing the certificates.  If Delta enters into a
merger, the effect on ratings of EETCs would depend on the credit
quality of the combined airline and its decisions as to whether to
affirm the aircraft financings.

"Delta's proposed reorganization plan involves less risk than US
Airways' merger proposal in that it would not face antitrust
review by the Department of Justice, would not involve potentially
difficult labor integration, and would not require the issuance of
$4 billion in acquisition debt," said Standard & Poor's credit
analyst Philip Baggaley.

"However, Delta's stand-alone plan foregoes potentially
significant merger synergies and, like US Airways' acquisition
forecast, rests on assumptions, some of which appear overly
optimistic."

Delta's reorganization plan estimates an equity value of
$9.4 billion to $12 billion, and a recovery to unsecured creditors
of 63 cents to 80 cents on the dollar.  The estimated valuation is
somewhat above the alternative US Airways' offer worth about $8.6
billion.  Delta disclosed also its analysis of the US Airways'
proposal, challenging some of the synergy assumptions.

Delta's five-year forecast included in a disclosure statement
accompanying the proposed plan of reorganization projects much
improved earnings and cash flow, and a substantially reduced debt
burden achieved through the bankruptcy process.  Based on changes
achieved in bankruptcy and recent earnings and cash flow trends,
it is reasonable to anticipate substantially improved operating
performance.  Still, some of Delta's forecast assumptions and
plans carry risks.

In particular, the assumptions that Delta will fully close its
historical gap in revenue generation against peer "legacy
carriers" may prove challenging, given that its disproportionate
exposure to competitive domestic leisure markets and ongoing
improvements at its competitors.

Also, Delta foresees further reductions in its non-fuel expenses,
maintaining its lead as the lowest-cost of the legacy carriers.
Still, Delta should emerge with greatly reduced debt and leases,
which would leave it with more manageable financial burden than it
would carry in the partly debt-financed acquisition by US Airways.

The competing proposals will be considered by Delta's unsecured
creditors' committee, which will make a recommendation to
unsecured creditors.  It is possible that either Delta or US
Airways may amend their proposals, or that another airline could
make a competing bid for Delta if it appears that unsecured
creditors favor a sale of the company.


DJ WEAVER: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DJ Weaver Development Co., LLC
        dba The Gazebo at Waterford Cove
        1849 Kelton Lane
        Maryville, TN 37803

Bankruptcy Case No.: 06-33059

Chapter 11 Petition Date: December 19, 2006

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Fax: (865) 525-0858

Total Assets: $8,759,866

Total Debts:  $7,942,082

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
WECO Construction                Construction of       $1,300,000
1849 Kelton Lane                 Waterford Cove
Maryville, TN 37801
                                 Loan for                $222,000
                                 Development Costs

Dennis and Jana Weaver           Loan for                $226,725
1849 Kelton Lane                 Development Costs
Maryville, TN 37801

Doris Weaver                     Loan for                $160,000
12315 Willow Ridge Way           Development Costs
Knoxville, TN 37922

McWilliams Co., CPA              Accounting               $11,455

Barnes Insurance                 Insurance                 $5,000

Zurich Insurance                 Builders Risk             $3,800
                                 Insurance

Michael Brady Architect, Inc.    Architectural             $3,000
                                 Redesign Work


DURA AUTOMOTIVE: Wants to Enter Into Sr. Executive Employment Pact
------------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to enter into an employment agreement with a senior
executive who will report to their chief executive officer.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the Debtors have discussed
the need to retain the senior executive, and the contemplated
terms of employment with the ad hoc committee of certain of the
Prepetition Second Lien Lenders, and the Official Committee of
Unsecured Creditors.  The Debtors have also discussed their
request to employ a senior executive with the U.S. Trustee.

Pursuant to Section 107(b) of the Bankruptcy Code, as amended, and
Rule 9018 of the Federal Rules of Bankruptcy Procedure, the
Debtors also ask Judge Carey to enter a protective order
authorizing them to file their Employment Agreement Motion and
related documents under seal.

Mr. DeFranceschi explains that the Employment Agreement Motion and
its exhibits contain confidential information that, if revealed,
could jeopardize the Debtors' ability to effectively recruit and
implement effective management -- a critical component of their
efforts to reorganize.

In addition, the Debtors ask the Court to set an expedited hearing
on their request to enter into the Employment Agreement.
Mr. DeFranceschi tells Judge Carey that the senior executive will
fill an unidentified void in Dura's senior management structure,
thereby materially assisting with ongoing restructuring efforts.

                      U.S. Trustee Objects To
                  Seal Motion & Motion to Shorten

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
says, other than convenience and the Debtors' desire to control
the dissemination of information related to the timing of the
announcement of the hiring, there does not appear to be any valid
reason for the lack of disclosure.  In fact, she avers, the
Debtors most likely will disclose the information in a future
filing with the Securities and Exchange Commission or otherwise.

The U.S. Trustee believes that the Seal Motion:

   (i) is not supported by the Bankruptcy Code and the Federal
       Rules of Bankruptcy Procedure; and

  (ii) violates the policy of public access to bankruptcy
       proceedings and records.

William K. Harrington, trial attorney at the Office of the U.S.
Trustee, notes, among others, In Nixon v. Warner Communications,
Inc., 435 U.S. 589, 591 (1978), the Supreme Court stated, "[i]t is
clear that the courts of this country recognize a general right to
inspect and copy public records and documents, including judicial
records and documents."

Mr. Harrington also notes, pursuant to Section 107(b) of the
Bankruptcy Code, "On request of a party in interest, the
bankruptcy court . . . may (1) protect an entity; with respect to
a trade secret or confidential research, development, or
commercial information; or (2) protect a person with respect to
scandalous or defamatory matter contained in a paper filed in a
case under this title."

In addition, Rule 9018 of the Federal Rules of Bankruptcy
Procedure provides, " . . . governmental matters that are made
confidential by statute or regulation" to the type of matters
subject to seal.

There is no showing that any of the information sought to be
protected falls within any of the enumerated categories under
Bankruptcy Rule 9018 and Section 107(b), Mr. Harrington points
out.

Mr. Harrington asserts that the entirety of the Employment
Agreement should not be sealed when a carefully circumscribed
redaction of the appropriate provisions of the Agreement may
protect the items falling within the purview of the applicable
Code Section or Rule.

The U.S. Trustee also opposes the Debtors' request to have their
Employment Motion heard on four days' notice.  Mr. Harrington
notes that (i) the Seal Motion and Motion are devoid of any
information necessary for the parties-in-interest to properly
evaluate the relief sought in the Employment Motion; and (ii) the
Debtors have provided no evidence that there is any critical
urgency to have their request heard on an expedited basis.

Accordingly, the U.S. Trustee insists that the Motion to Shorten
should be vacated so all parties-in-interest will have an
opportunity to properly digest the information contained in the
Debtors' request.

The U.S. Trustee is cognizant of the Debtors' need to effectively
recruit qualified individuals for their management team and has no
general objection to the Debtors' request to hire a senior
executive.  The U.S. Trustee, however, believes that certain
specific terms of the Employment Agreement run afoul of the
limitations provided for in Section 503(c)(1) and (2) of the
Bankruptcy Code.

While the U.S. Trustee has been provided copies of the Employment
Motion and the Employment Agreement, the Debtors filed the
documents under seal and provided the documents to the U.S.
Trustee on a confidential basis under Section 107(c).

The Court has not yet ruled on the seal issue.  Accordingly, in
lieu of filing her response under seal, the U.S. Trustee reserves
her right to raise substantive issues related to the specific
terms of the Employment Agreement at the hearing.

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. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Gets Final Nod to Pay Non-Debtor Affiliates
------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates' request to
pay their prepetition payables to foreign non-debtor affiliates
were granted, on a final basis, by the Honorable Kevin J. Carey of
the United States Bankruptcy Court for the District of Delaware.

The Debtors owed prepetition payables to the Foreign Non-Debtor
Affiliates of approximately $625,000.  The Prepetition Payables
are the result of inter-company transactions made in the ordinary
course of business, including receipts from customers accepted by
the Debtors on behalf of Foreign Non-Debtor Affiliates and
payments for services rendered or products supplied by the Foreign
Non-Debtor Affiliates to the Debtors.

The Court also authorized the Debtors to loan estate property to
the foreign non-debtor affiliates provided that:

   (a) the amounts loaned will be recorded on the Debtors' books
       and records as loans; and

   (b) the Debtors will provide three business days' written
       notice to the U.S. Trustee and the Official Committee of
       Unsecured Creditors prior to transferring any funds to the
       Foreign Non-Debtor Affiliates.

The Court rules that the amounts recorded as loans should not, at
any time, exceed $10,000,000 in aggregate amounts outstanding.
The loan periods should not exceed 120 days.

Judge Carey directs the Debtors and their advisors to cooperate
with the Creditors Committee, the Committee of Second Lien
Lenders, and their advisors, to provide reasonable information to
assist with understanding the Foreign Non-Debtor Affiliates'
financial information and business plans.

The Debtors' equity interests in, and intercompany claims against,
the Foreign Non-Debtor Affiliates are some of the most valuable
assets of their estates, Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, related.
The Debtors project the Foreign Non-Debtor Affiliates' aggregate
2006 EBITDA will be approximately $81,000,000.

Due to country-specific restrictions and procedures, the Foreign
Non-Debtor Affiliates may be unable to transfer funds, including
where short-term financing is required by a Foreign Non-Debtor
Affiliate, between and amongst themselves on a timely basis or
upon short notice.  "If one or more of those Foreign Non-Debtor
Affiliates does not receive required short-term financing on a
timely basis from either the Debtors or other Foreign Non-Debtor
Affiliates, it could become subject to foreign insolvency
proceedings, thereby endangering the Debtors' valuable equity
interests in the Foreign Non-Debtor Affiliates," Mr. DeFranceschi
said.

Without that short-term financing, especially in the event of
foreign insolvency proceedings, Mr. DeFranceschi says, the Foreign
Non-Debtor Affiliates could be unable to satisfy their commitments
to existing original equipment manufacturers and first-tier
supplier customers.  "Any such inability would, aside from
endangering the value of the Debtors' equity interests in the
Foreign Non-Debtor Affiliates, jeopardize the Debtors'
relationships with OEMs and first-tier supplier customers
worldwide."

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 Oct. 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. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Ch. 11 Filing Prompts Moody's Ratings Withdrawal
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings for of Dura
Automotive Systems, Inc. and Dura Operating Corp. in conjunction
with the company and its U.S. and Canadian subsidiaries having
filed for Chapter 11 protection of the U.S Bankruptcy Code on
October 30, 2006.

Moody's has withdrawn the rating because the issuer has entered
bankruptcy.

Ratings withdrawn:

   * Dura Automotive Systems, Inc.

      -- Corporate Family Rating, Ca; and,
      -- Probability-of-Default, D.

Outlook is Stable.

SGL-4 Speculative Grade Liquidity Rating.

   * Dura Operating Corp.

      -- $150 million guaranteed senior secured second-lien term
         loan due 2011, Caa2, LGD2, 23%;

      -- $75 million guaranteed senior secured second-lien add-on
         term loan due 2011, Caa2, LGD2, 23%;

      -- $400 million of 8.625% guaranteed senior unsecured notes
         due 2012, Ca , LGD4, 52%;

      -- $456 million of 9% guaranteed senior subordinated notes
         due 2009, C, LGD5, 89%;

      -- EUR100 million of 9% guaranteed senior subordinated
         notes due 2009, C, LGD5, 89%.

Outlook is Stable.

   * Dura Automotive Systems Capital Trust

      -- $55.25 million of 7.5% convertible trust preferred
         securities due 2028, C, LGD6, 98%

Outlook is Stable.

Dura Automotive's $175 million guaranteed senior secured first-
lien asset-based revolving credit is not rated by Moody's.

The last rating action was on Oct. 18, 2006 when the ratings were
lowered.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including driver control systems,
structural door modules, glass systems, seating control systems,
exterior trim systems, and mobile products.  Annual revenues
approximate $2.2 billion.


FBO AIR: Incurs $1.2 Million Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
FBO Air Inc. reported a $1.2 million net loss on $10.1 million of
net revenues for the three months ended Sept. 30, 2006, compared
with a $473,820 net loss on $3.4 million of net revenues for the
same period in 2005.

The company's balance sheet at Sept. 30, 2006, showed
$12.7 million in total assets, $6.2 million in total liabilities
and a $6.5 million stockholders' equity.

On Sept. 1, 2006, the company closed a private placement and sold
50.25 units at $100,000 per unit.  Each unit consisted of 166,700
shares of the common stock, $0.001 per value, and a warrant
expiring Aug. 31, 2011, to purchase 100,000 shares of the common
stock.  The company realized gross proceeds of $5,025,000 from the
offering and, in connection therewith, issued 8,376,675 shares of
the common stock.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1767

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 22, 2006,
Marcum & Kliegman LLP in New York raised substantial doubt about
FBO Air, Inc.'s 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
significant operating losses since inception.

                           About FBO Air

FBO Air Inc. (OTCBB: FBOR.OB) is an aviation services company with
operations in the aircraft charter management and fixed base
operations segments of the general aviation industry.  The company
has two segments -- FirstFlight segment, which provides on-call
passenger and cargo air transportation, and Tech Aviation, which
provides services like fueling, hangaring, maintenance and repair
to private and general aviation aircraft operators.


FIRST FRANKLIN: Moody's Rates Class B Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by First Franklin Mortgage Loan Trust
2006-FF17, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by First Franklin-originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
First Franklin Financial Corporation and Lehman Brothers Holdings
Inc.  The ratings are based primarily on the credit quality of the
loans, and on the protection offered by subordination,
overcollateralization and excess spread, and a swap agreement and
rate cap between the trust and ABN Amro Bank N.V.

Moody's expects collateral losses to range from 3.95% to 4.45%.

National City Home Loan Services, Inc. will service the loans.
Aurora Loan Services LLC will act as master servicer.  Moody's has
assigned National City Home Loan Services, Inc. its servicer
quality rating of SQ1- as a primary servicer of subprime loans.
Moody's also assigned Aurora Loan Services, LLC its servicer
quality rating of SQ1- as a master servicer.

These are the rating actions:

   * First Franklin Mortgage Loan Trust 2006-FF17

   * Mortgage Pass-Through Certificates, Series 2006- FF17

                     Class A1, Assigned Aaa
                     Class A2, Assigned Aaa
                     Class A3, Assigned Aaa
                     Class A4, Assigned Aaa
                     Class A5, Assigned Aaa
                     Class A6, 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


FORTIUS II: Moody's Rates $7.5-Million Class E Notes at Ba1
-----------------------------------------------------------
Moody's assigned ratings to eight classes of notes issued by
Fortius II Funding, Ltd.

Moody's Ratings:

   -- Aaa to the $12,700,000 Class S Floating Rate Notes Due
      2010;

   -- Aaa to the $325,000,000 Class A-1 Floating Rate Notes Due
      2042;

   -- Aaa to the $50,000,000 Class A-2 Floating Rate Notes Due
      2042;

   -- Aa2 to the $45,000,000 Class B Floating Rate Notes Due
      2042;

   -- A2 to the $20,000,000 Class C Deferrable Floating Rate
      Notes Due 2042;

   -- Baa2 to the $27,500,000 Class D Deferrable Floating Rate
      Notes Due 2042;

   -- Ba1 to the $7,500,000 Class E Deferrable Floating Rate
      Notes Due 2042; and,

   -- Aa3 to the $10,000,000 Combination Notes Due 2042.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of cash RMBS securities
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

The collateral manager is Aladdin Capital Management LLC.


FORT WORTH: Moody's Holds Ba2 Rating on $7.7MM Outstanding Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating on Texas
Wesleyan University's Series 1997A bonds, with $7.7 million
outstanding.

The rating outlook is stable.

Strengths:

   -- Rebounding enrollment, reaching 2,700 full-time equivalent
      students for Fall 2006 after dipping to a low of
      2,235 students in 2004 due to accrediting scrutiny in the
      earlier part of the decade.  All accrediting issues are now
      resolved.  Located in Fort Worth, approximately half of
      Texas Wesleyan's students are undergraduates, with the
      remaining students at the law school and in some graduate
      programs.  A significant portion of TWU's undergraduate
      enrollment is derived from transfer students.

   -- Law school in Fort Worth continues to generate growing
      enrollment and positive financial results, now contributing
      notably to the University's credit profile, although the
      purchase of the law school in the 1990s, and subsequent
      investment to attain accreditation led to the University's
      currently weak financial condition.

   -- Multi-year trend of improving operational performance and
      strengthening cash flow, driven by good tuition revenue
      growth and close expense monitoring.  The University
      achieved a 5% operating margin and 12.6% operating cash
      flow margin in 2006, resulting in 2.4x coverage of
      annual debt service requirements.

   -- Management team is highly focused on generating positive
      operating results, given limited financial reserves, and on
      rebuilding liquidity.  University plans to retain all
      unrestricted gifts rather than using for operations and has
      limited endowment spending to a fixed rate of $2.5 million
      until liquidity is improved.

Challenges:

   -- University has no unrestricted financial resources and
      would be highly vulnerable to any enrollment declines or
      unexpected expense spikes.  Total financial resources are
      in excess of $30 million, but all funds are externally
      restricted.

   -- TWU faces strong competition from multiple public
      universities and community colleges in the area, many of
      which are investing in smaller class sizes and facilities
      and becoming more attractive choices themselves.  High
      reliance on student charges leads to need for careful
      enrollment and financial aid management.  University of
      North Texas is discussing opening a law school in the area-
      such action would likely take multiple years but could be a
      competitive threat if it occurs.

   -- Continued need for capital investment to enhance the appeal
      of the campus and remain competitive.  University currently
      does not plan on any additional borrowing but rather to
      fund projects through gifts and operations.  Residence
      facility financed by $6.5 million private placement in 2003
      is open and reportedly generating positive cash flow.

Outlook:

   -- The stable outlook is based on the College's enrollment
      rebound and positive operating performance, offset by no
      financial reserves.

What could change the rating-up

Improvement in the College's liquidity position.

What could change the rating-down

Enrollment declines or operating deficits.

Key data and ratios (Fiscal year 2006 financial data; fall 2006
enrollment data):

   -- Total Enrollment: 2,696 full-time equivalent students
   -- Total Debt: $20.8 million
   -- Total Resources: $30.0 million
   -- Unrestricted Resources to Debt: 0.0x
   -- Unrestricted Resources to Operations: 0.0x
   -- Total Resources per Student: $11,497
   -- Average Actual Debt Service Coverage: 2.1x


FRASER SULLIVAN: Moody's Rates $17-Million Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Fraser Sullivan CLO II Ltd.:

   -- Aaa to  $242,400,000 Class A-1a Senior Secured Floating
      Rate Term Notes due 2020;

   -- Aaa to  $50,000,000 Class A-1b Senior Secured Floating Rate
      Revolving Notes due 2020;

   -- Aaa to  $51,600,000 Class A-2 Senior Secured Floating Rate
      Notes due 2020;

   -- Aa2 to  $33,000,000 Class B Senior Secured Floating Rate
      Notes due 2020;

   -- A2 to  $32,000,000 Class C Senior Secured Deferrable
      Floating Rate Notes due 2020;

   -- Baa2 to  $33,000,000 Class D Senior Secured Deferrable
      Floating Rate Notes due 2020 and

   -- Ba2 to  $17,000,000 Class E Senior Secured Deferrable
      Floating Rate Notes due 2020.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting mainly of Senior Secured
Loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Fraser Sullivan Investment Management LLC will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


EES COKE: Moody's Withdraw Ba2 Rating on 9.382% Senior Notes
------------------------------------------------------------
Moody's Investors Service withdrew the Ba2 rating assigned to the
9.382% senior secured Notes due 2007 issued by EES Coke Battery
Company, Inc., as the company has repaid all outstanding
indebtedness.

EES Coke Battery Company Inc. is an indirect wholly-owned
subsidiary of DTE Energy Services and is based in Ann Arbor,
Michigan.


EMPIRE RESORTS: Earns $191,000 in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Empire Resorts, Inc. filed its third quarter financial statements
for the three-month period ended Sept. 30, 2006.

The company earned a net income of $191,000 on $29,740,000 of
revenues for the quarterly period ended Sept. 30, 2006, compared
to a net loss of $1,194,000 on $26,170,000 of total revenues for
the same period in 2005.

Net revenues increased approximately $3.1 million for the quarter
ended Sept. 30, 2006 compared to the same quarter in 2005.
Revenue from racing increased by approximately $452,000, revenue
from VGM operations increased by approximately $2.5 million, and
food, beverage and other revenue increased by approximately
$600,000.  Complimentary expenses increased by approximately
$500,000.

The VGM operations experienced an increase in daily visits.  The
company attributes much of the improvement in VGM revenues to its
continuing marketing efforts in the geographical areas served by
its facility.

The increase in racing revenues is primarily a result of more
racing days at its facility in the three months ended
Sept. 30, 2006 than in the corresponding period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $60,838,000
in total assets and $85,848,000 in total liabilities, resulting in
a $25,010,000 stockholders' deficit.  At Dec. 31, 2005, the
company had $57,245,000 in total assets, $84,460,000 in total
liabilities and $27,215,000 in stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $18,886,000 in total current assets available to
pay $20,848,000 in total current liabilities coming due within the
next 12 months.

Empire Resorts believes that it has access to sources of working
capital that are sufficient to fund its operations for the twelve
months ended Sept. 30, 2007.  The results of operations of the
company's video gaming machine facility have been improved by the
changes in the amount of revenue retained by VGM agents.  The
company has approximately $2.4 million available from its
revolving credit facility.  Any significant capital requirements
associated with its development projects can be met by additional
debt or equity issues, if available.

A full-text copy of the company's financial statements for the
quarterly period ended Sept. 30, 2006, is available for free at

              http://researcharchives.com/t/s?1759

                      About Empire Resorts

Empire Resorts, Inc. -- http://www.empireresorts.com/-- operates
the Monticello Raceway and is involved in the development of other
legal gaming venues.  Empire's Mighty M Gaming facility features
over 1,500 video gaming machines and amenities including a 350-
seat buffet and live entertainment.  Empire is also working to
develop a $500 million "Class III" Native American casino and
resort on a site adjacent to the Raceway and other gaming and
non-gaming resort projects in the Catskills region and other
areas.

                         *     *     *

At June 30, 2006, the company's balance sheet showed $61.9 million
in total assets and $88.1 million in total liabilities, resulting
in a $26.2 stockholders' deficit.


ENTERPRISE PRODUCTS: S&P Lifts BB+ Corporate Credit Rating to BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on midstream energy master limited partnership Enterprise
Products Partners L.P. and Enterprise Products Operating L.P. to
'BBB-' from 'BB+'.

Standard & Poor's also raised its corporate credit rating on EPCO
Holdings Inc. to 'BB-' from 'B+'.

The rating on Enterprise's outstanding junior subordinated notes
was raised two notches to 'BB' because of different notching
guidelines applied to the securities of investment-grade entities.

The outlook on all entities is stable.

Enterprise and Holdings, both based in Houston, Texas, have about
$4.9 billion and $1.6 billion of debt, respectively.

The ratings on the Enterprise entities reflect the MLP's improved
credit protection measures and its greater business-mix diversity
developed over the past few years.  Holdings is a substantial
owner of Enterprise's general partner and limited partnership
units, and its credit quality directly benefits from Enterprise's
improved creditworthiness.

"Since the purchase of GulfTerra Energy Partners in 2004,
Enterprise has performed above expectations, both operationally
and financially, and has improved its credit quality," said
Standard & Poor's credit analyst Todd Shipman.

"With some major capital projects poised to begin generating cash
and earnings, we see reduced pressure on the partnership's
distribution coverage over time," said Mr. Shipman.


G.M. CROCETTI: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: G.M. Crocetti Flooring, Inc.
        3960 Merritt Avenue
        The Bronx, NY 10466

Bankruptcy Case No.: 06-12946

Type of Business: The Debtor is a tile contractor and offers
                  floor furnishing services.

Chapter 11 Petition Date: December 6, 2006

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Jerold Rotbard, Esq.
                  Harold, Salant, Strassfield & Spielberg
                  81 Main Street, Suite 205
                  White Plains, NY 10601
                  Tel: (914) 683-2500
                  Fax: (914) 683-1279

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Hoboken Floors                     Materials           $1,007,993
70 Dernarest Drive
Wayne, NJ 07470

Internal Revenue Service           Form 941 Taxes,     $1,006,161
1200 Waters Place                  Interest & Penalty
Suite 108
The Bronx, NY 10461

NYC District Council Carpenter     Fringe Benefit        $459,000
Benefit Funds                      Funds
395 Hudson Street
New York, NY 10014

NYS Dept. of Taxation & Finance    Withholding Tax       $177,590
TSRD-Business Corp. Tax
WA Harriman Campus
Albany, NY 12227-0001
                                   Sales                 $123,817

                                   WT-DOL                  $8,371

                                   Withholding Tax         $7,417

                                   Withholding Tax           $887

                                   Withholding Tax           $435

Pro-Tile Distributors, Inc.        Materials             $367,771
798 Pelham Parkway
Pelham, NY 10803

Eastside Floor Supplies            Materials             $202,415

Architectural Systems, Inc.        Materials              $36,950

Atlas Carpet Mills, Inc.           Materials               $8,921

Shaw Industries, Inc.              Materials               $8,588

Dykes Lumber                       Materials               $8,208

Mason Mercer                       Materials               $7,203


GRAMERCY CRE: Fitch Holds Rating on $35-Mil. Class K Notes at B
---------------------------------------------------------------
Fitch affirms all classes of Gramercy CRE CDO 2005-1, Ltd. notes
as:

   -- $513,000,000 Class A-1 floating-rate affirmed at 'AAA';
   -- $57,000,000  Class A-2 floating-rate affirmed at 'AAA';
   -- $102,500,000 Class B floating-rate   affirmed at 'AA';
   -- $47,000,000 Class C floating-rate affirmed at 'A+';
   -- $12,500,000 Class D floating-rate affirmed at 'A';
   -- $16,000,000 Class E floating-rate affirmed at 'A-';
   -- $16,000,000 Class F floating-rate affirmed at 'BBB+';
   -- $18,500,000 Class G floating-rate affirmed at 'BBB;
   -- $28,000,000 Class H floating-rate affirmed at 'BBB-';
   -- $49,500,000 Class J floating-rate affirmed at 'BB'; and,
   -- $35,000,000 Class K floating-rate affirmed at 'B'.

Deal Summary:

Gramercy Real Estate CDO 2005-1 is a revolving commercial real
estate cash flow collateralized debt obligation that closed on
July 14, 2005.  It was incorporated to issue $1 billion of
floating-rate notes and preferred shares.  As of Nov. 30, 2006,
the CDO invests in a portfolio of unrated commercial mortgage
whole loans and A-notes, B-notes, and commercial real estate
mezzanine loans.  The CDO is also permitted to invest in corporate
debt of real estate operators and retailers, commercial real
estate collateralized debt obligation securities, commercial
mortgage-backed securities, and preferred equity.  As of
Nov. 30, 2006 the CDO is invested in loans and cash.

The portfolio was selected and is monitored by GKK Manager, LLC.
Gramercy 2005-1 has a five-year reinvestment period during which,
if all reinvestment criteria are satisfied, principal proceeds may
be used to invest in substitute collateral.  The reinvestment
period ends in July 2010.  The collateral manager has the ability
to sell 15% of the collateral per year on a discretionary basis
during the reinvestment period and may sell defaulted and credit
risk securities at any time.

Asset Manager:

Founded in 2004, Gramercy Capital Corp. is a national commercial
real estate specialty finance company organized as a REIT and
externally managed by GKKM, the collateral manager for Gramercy
Real Estate CDO 2005-1.  GKK was sponsored by SL Green, which
maintains a 25% equity ownership stake of the REIT and 66% of
GKKM.  GKK's core assets are direct originations of first mortgage
loans, mortgage participations, mezzanine financing, preferred
equity investments, bridge and permanent loans and credit tenant
lease investments.  As of November 2006, GKK's total assets under
management totaled approximately $2.3 billion. Gramercy 2005-1,
which is GKK's first CDO transaction, serves as a source of match-
funded, term financing for the company's investment portfolio.

Performance Summary:

Since closing and as of the November 2006 trustee report, the CDO
has performed better than expected.  The Fitch poolwide expected
loss is 24.25% as of Nov. 30, 2006, compared to 28% at close.  As
a result, the reinvestment cushion versus the modeled PEL of 34.5%
has increased to 10.25% from 6.5%.  The three primary reasons for
the increase are the improvement in the loan type composition,
more favorable leverage characteristics of the pool and a trend
towards cash flow stabilization.  Since close, the pool has less B
notes, second mortgages and mezzanine debt and more whole loans.
Several properties are achieving their business plans on or ahead
of schedule.  Many loans within the pool have been identified as
imminent refinance candidates for conduit programs during the
first quarter of 2007.

As expected, with the increase in whole loans, the weighted
average spread has decreased to 3.631% from 4.9% since close;
however, the WAS remains above the covenanted WAS of 2.75%.  The
weighted average coupon has increased since close to 8.251% from
7.7% and continues to remain above the 7% covenant.  14.11% of the
loans in the pool are fixed rate loans.  The weighted average life
has decreased to 1.48 years from 3 years since close, implying
that the loans will fully turnover during the reinvestment period.

The over-collateralization and interest coverage  ratios of all
classes have improved and are within their covenants, as of the
November 2006 trustee report.

Although the composition of the pool has improved, upgrades during
the reinvestment period are unlikely given that the pool could
still migrate to the modeled PEL.  The Fitch PEL is a measure of
the hypothetical loss inherent in the pool at the 'AA' stress
environment before taking into account the structural feature of
the CDO liabilities.  Fitch PEL encompasses all loan, property,
and poolwide characteristics modeled by Fitch.

Collateral Analysis:

The pool consists of 95.21% loans and 4.79% cash.  Of the pool,
the exposure to whole loans and A notes increased by 14%.  The CDO
loan collateral has migrated away from B notes.  Mezzanine debt
has increased to 22.64% from 12% at presale; preferred equity and
CMBS are no longer in the pool.

Since close, the largest percent of non-traditional assets
continues to be hotels, and the portfolio's exposure to this
property type has increased to 10.41% from 7.2%. The office
property type still remains the largest percentage (54.46%) of the
loan portfolio. The pool composition is within its covenanted
guidelines.

The pool has comparable loan diversity relative to other CRE CDOs.
LDI is currently 401 versus its covenant of 500.  The largest two
loans each represent less than 10% of the ramped portfolio.  The
pool also has geographic concentration, with 26.46% located in New
York and 19.96% of the pool located in California; however the CDO
is well within all of its covenants.

The Largest Loans:

The largest loan in the pool is a first mortgage on Atlantic
Yards, a land assemblage in Brooklyn.  The strategy for this asset
is to acquire the necessary parcels for development of an 800M sf
arena for the New Jersey Nets and a mixed-use development that
includes office, residential and retail space.  During Q4 2004,
the loan commitment was increased and in Q2 2006, Gramercy
syndicated a portion of the increased loan amount to two
institutional investors.

To date 89% of the total committed loan has been funded.  As of Q3
2006, the asset is meeting original underwritten expectations as
the continued acquisition of identified parcels and approval
hurdles progress.  The borrower, Forest City Ratner, has reached a
Memorandum of Understanding with the City, State, and MTA to
acquire certain key development rights and receive public funding
for the infrastructure improvements.  The project was recently
approved by the Empire State Development Corp, which authorized
the option of eminent domain if needed to acquire any of the final
properties identified for the master planned footprint.  The
remaining funding will be used to acquire outlier sites, which are
not critical to the footprint.

The second largest loan in the pool is a whole loan on an office
building with basement, first and second floor retail space in
Washington, D.C. The property is centrally located four blocks
east of the White House.  The borrower purchased the property in
1998 and performed significant renovations to convert the interior
to class A office and retail space while also adding two
additional stories to the building.  This first mortgage was used
to refinance the renovation loan while the property leased up. The
building is reaching stabilization with 87% leased and 64%
occupied.

Credit tenants have signed leases and occupy 50.7% of total gross
leasable area.  None of the leases in place expire during the
initial or fully extended term of the loan and no rollover is
scheduled until 2013.  The non-leased space is primarily in the
retail portion.  The borrower is currently in negotiations with
two separate prospective retail tenants.  In lieu of a reserve,
the loan is recourse to the sponsor for debt service.  Several
conduit lenders are in discussions with the borrower to refinance
this loan.  This loan is one of three assets with the same
sponsorship, representing 11.4% of the pool.  This sponsor was
recently tried on seven counts in a federal court.  Although he
was cleared of six of the charges, he was found guilty on one
count of wire fraud.  The sponsor is expected to be sentenced on
April 16, 2007; however, he is appealing the judgment.  Fitch will
continue to monitor the sponsor's ongoing proceedings.

Fitch Loans of Concern:

The asset manager recently purchased a loan of concern from the
pool per the indenture as a credit risk security.  Although the
pari passu participation of a $26.3MM first mortgage was current,
sales of the Kailua-Kona, HI home site had slowed.  The property
was fully entitled for future development of 179 one-acre home
sites, 110 of which were to be located around a golf course. Given
that general market conditions have worsened for home site
development, the borrower was not meeting its sales projections.
GKK purchased the loan at par plus accrued and plans on
restructuring the loan outside the CDO.

One of Fitch's highest loan level expected losses is associated
with a second mortgage position on a home site land loan in
Southern California.  This second mortgage credit facility was
funded by GKK to provide for infrastructure development of
5,449 acres of land.  The site work includes site preparation and
grading, street improvements, water improvements, utilities,
sewers and drainage.  As of Sept. 30, 2005, 84.6% of the land was
entitled and the remainder is in the process of entitlements. Upon
completion, the borrower intends to sell the finished lots to
homebuilders on a bulk basis, as part of four master planned
communities in Southern California.  There is $235 million of debt
senior to this pari passu second position.  SunCal Companies is
California's largest private developer of master planned
communities.  Home site sales have slowed given declining housing
starts.

Another Fitch loan of concern is a whole loan secured by a luxury
boutique hotel in San Jose, California.   The Fitch stressed debt
service is 0.55x and stressed loan to value is 169%.   The
borrower received tax credits through a program for qualified
rehabilitation costs associated with certified historic
structures.  Proceeds of the tax credits have been used to
amortize the loan as well as fund a liquidity reserve.  The
initial liquidity reserve has been depleted and the borrower is
funding shortfalls out of equity.  The strategy of this
acquisition was to reposition this boutique hotel and boost
occupancy through aggressive marketing efforts.  The year to date
through August revenue per available room is $90.58 versus the
year to date August 2005 RevPar of $65.34.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, H, I, J and K notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Ongoing Surveillance:

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GRAN TIERRA: Posts $66,355 Net Loss in 2006 Quarter Ended Sept. 30
------------------------------------------------------------------
Gran Tierra Energy Inc. reported a $66,355 net loss on $5.4
million of total revenues for the quarter ended Sept. 30, 2006,
compared with a $284,644 net loss on $349,263 of revenues for the
same period in 2005.

The decrease in net loss is mainly due to higher oil and natural
gas sales of $5.2 million in the current quarter compared to
$349,263 in the comparable period in 2005.  In addition, the
company recorded interest revenue of $175,641 in the current
quarter versus none in the 2005 quarter.

These increases in revenue were offset by higher expenses of
$4.7 million compared to $626,537 in the 2005 quarter and higher
income tax expense of $848,200 in the current quarter compared to
$7,369 in the 2005 third quarter.  The income tax expense is
mainly due to the $1.1 million in tax losses in other
jurisdictions which were not recognized in computing the amount of
income tax payable by the company.

At Sept. 30, 2006, the company's balance sheet showed
$99.2 million in total assets, $19 million in total liabilities,
and $80.2 million in stockholders' equity.

Production after royalties in Argentina averaged 338 barrels per
day for the third quarter of 2006 including 295 barrels per day
from Palmar Largo and 43 barrels per day from El Vinalar.

Oil sales in Argentina averaged 422 barrels per day for the third
quarter of 2006 including 376 barrels per day for Palmar Largo and
46 barrels per day for El Vinalar.

Production after royalties in Colombia averaged 704 barrels per
day for the third quarter of 2006.  Oil sales were 684 barrels per
day on average during that period and were hampered by a temporary
shut-down of pipeline facilities in July, 2006.  As the Argosy
acquisition was made in June 2006, no production was recorded in
the prior year.

In Argentina, net revenue for the third quarter of 2006 was
$1.6 million with an average sales price at $41.27 per barrel.

In Colombia, the company recorded production beginning June 21,
2006 in conjunction with its acquisition of Argosy Energy.  Net
revenue was $3.6 million for the third quarter and $4.0 million
for the period from June 21 to September 30, 2006, reflecting
royalty rates of 20% for the Santana block and 8% for the
Guayuyaco block.  Average sales price for the quarter was $57.47.

Net Revenue for the third quarter of 2005 was $349,263, reflecting
one month of sales from Palmar Largo. No revenue was recorded for
the first half of 2005.

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

                http://researcharchives.com/t/s?1763

                      Capital Expenditures

Gross capital expenditures for the three months ended
Sept. 30, 2006, were $4.6 million, and for nine months ended
Sept. 30, 2006 were $6 million.  Capital expenditures for the
quarter were predominantly for development activity at Palmar
Largo, for the purchase of El Vinalar, drilling activities in
Colombia, and office equipment and leasehold improvements in both
Calgary and Argentina.  Capital expenditures in the first nine
months of 2005 were $6.9 million which included the purchase of
Palmar Largo, Nacatimbay and Ipaguazu interests in Argentina.

During the first three quarters of 2006, the company funded the
majority of its capital expenditures and operating expenditures
from cash balances existing at the end of 2005 and via private
placements which closed in June, 2006.  In total, the company
raised $75 million from the sale of securities, less issue costs
of $6.0 million for net proceeds of $69 million.  The company's
cash balance at Sept. 30, 2006 was $18,796,084 compared to
$2,221,456 at Dec. 31, 2005 and $21,263,776 at June 30, 2006.

             Acquisition of Argosy Energy International

Gran Tierra entered into a Securities Purchase Agreement dated May
25, 2006 with Crosby Capital LLC to acquire all of the limited
partnership interests of Argosy Energy International and all of
the issued and outstanding capital stock of Argosy Energy Corp.
On June 20, 2006 Gran Tierra closed the Argosy acquisition and
paid consideration to Crosby consisting of $37.5 million cash,
870,647 shares of the company's common stock and overriding and
net profit interests in certain of Argosy's assets valued at
$1 million.  All of Argosy Energy International's assets are in
Colombia.

                         About Gran Tierra

Gran Tierra Energy Inc. (OTCBB: GTRE.OB) --
http://www.grantierra.com/-- is an international oil and gas
exploration and development company headquartered in Calgary,
Canada, incorporated and traded in the United States and operating
in South America.  The company currently holds interests in
producing and prospective properties in Argentina, Colombian and
Peru.

                           *     *     *

Management disclosed that the company's ability to continue as a
going concern is dependent upon obtaining the necessary financing
to acquire oil and natural gas interests and generating profitable
operations from its oil and natural gas interests in the future.
The company incurred a net loss of $1.9 million for the nine-month
period ended Sept. 30, 2006, and, as at Sept. 30, 2006, had an
accumulated deficit of $4.1 million.


GSAA HOME: Moody's Rates Class B-3 Certificates at Ba2
------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by GSAA Home Equity Trust 2006-18, and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by fixed-rate Alt-A mortgage loans
originated by First National Bank of Nevada, Wells Fargo Bank,
N.A., Goldman Sachs Mortgage Company, and various other
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, and excess spread.

Moody's expects collateral losses to range from 1.65% to 1.85%.

Avelo Mortgage, LLC, and Wells Fargo Bank, N.A. will service the
loans.  Wells Fargo Bank, N.A. will also act as master servicer.
Moody's has assigned Wells Fargo Bank, N.A. its top servicer
quality rating of SQ1 as primary servicer of prime loans and
master servicer, respectively.

These are the rating actions:

   * GSAA Home Equity Trust 2006-18

   * Asset-Backed Certificates, Series 2006-18

                     Class AV-1,  Assigned Aaa
                     Class AF-2A, Assigned Aaa
                     Class AF-2B, Assigned Aaa
                     Class AF-3A, Assigned Aaa
                     Class AF-3B, Assigned Aaa
                     Class AF-4A, Assigned Aaa
                     Class AF-4B, Assigned Aaa
                     Class AF-5A, Assigned Aaa
                     Class AF-5B, Assigned Aaa
                     Class AF-6,  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 Baa2
                     Class B-2,   Assigned Baa3
                     Class B-3,   Assigned Ba2


HAIGHTS CROSS: S&P Junks Rating on Senior Unsecured Debt
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Haights Cross Communications Inc. to 'CCC+' from 'B-',
and the senior unsecured rating to 'CCC-' from 'CCC'.

Standard & Poor's also lowered its senior unsecured rating for
Haights Cross Operating Co. to 'CCC-' from 'CCC'.

At the same time, Standard & Poor's assigned a recovery rating of
'1' and affirmed its 'B' bank loan rating on Haights Cross
Operating Co.'s outstanding $30 million revolving credit facility
due 2008, which is rated two notches above the corporate credit
rating.

Also, Standard & Poor's assigned a recovery rating of '1' and
affirmed its 'B-' secured loan rating on Haights Cross Operating
Co.'s outstanding $126.5 million second-priority senior secured
term loan due 2008, which is rated one notch above the corporate
credit rating.  The recovery rating of '1' indicates a high
expectation of full recovery of principal in the event of a
payment default.

The rating outlook is negative.

As of Sept. 30, 2006, debt was roughly $400 million, and debt-like
preferred stock was $145 million.  White Plains, New York-based
HCC is a supplemental education publisher serving the school and
library markets.

"The downgrade reflects our expectations of lower EBITDA in the
fourth quarter, our concerns about earnings prospects for the
company's supplemental publishing unit specifically, rising debt
leverage with very high interest costs, and the shortening window
before refinancing requirements in 2008," said Standard & Poor's
credit analyst Hal F. Diamond.

"A refinancing, unless it includes an equity injection, is
unlikely to alleviate the company's onerous leverage and cost of
debt."


HIGHWOODS REALTY: Moody's Holds Low-B Ratings with Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Highwoods Realty
Limited Partnership, with a stable outlook.

Highwoods has successfully completed all of its delayed SEC
filings, and as of 3Q06 is current and in compliance with its
financial reporting covenants under its borrowing agreements.

In addition, the SEC recently closed its investigation prompted by
Highwoods' recent accounting difficulties.  During these
challenging past few years, Moody's believes senior management has
made good progress in addressing its accounting, systems and
control challenges, while maintaining a focus on driving the
business.

Moody's notes that although Highwoods' operating performance has
been steadily improving, its fixed charge coverage remains low at
1.96X at Sept. 30, 2006, and may not improve much over the
intermediate term as Highwoods further repositions its portfolio.
Highwoods has reduced its secured debt recently, with further
progress likely, though it is unlikely that such improvement will
be material.

At Sept. 30, 2006, its leverage was 49%, and its secured debt was
21%, exclusive of joint ventures.  Such measures are consistent
with a noninvestment-grade rating.

Moody's stated that upward rating movement would require:

   (1) positive earnings momentum, with improvement of fixed
       charge coverage closer to 2.25X;

   (2) a reduction of secured debt levels below 20%; and,

   (3) steady growth in its property portfolio.

The rating agency also stated that a deterioration in operating
performance or a shift in funding strategy, with total leverage
and secured debt above 60% and 30%, respectively, would have
negative consequences to the rating.

These securities were affirmed with a stable outlook:

   * Highwoods Realty Limited Partnership

      -- Senior debt at Ba1, Senior debt shelf at Ba1

   * Highwoods Properties, Inc.

      -- Preferred stock at Ba2, Preferred stock shelf at Ba2

Highwoods Properties, Inc., headquartered in Raleigh, North
Carolina, USA, is a Real Estate Investment Trust and one of the
largest developers and owners of Class A suburban office and
industrial properties in the Southeastern USA.

As of Sept. 30, 2006, Highwoods owned or had an interest in
414 in-service office, industrial and retail properties
encompassing approximately 35 million square feet.  Highwoods also
owns 798 acres of development land.


HOME EQUITY: Moody's Rates Class B-3 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Home Equity Asset Trust 2006-8 and ratings
ranging from Aa1 to Ba2 to subordinate certificates in the deal.

The securitization is backed by OwnIt Mortgage Solution, Inc.,
Encore Credit Corp., Lime Financial Services, Decision One
Mortgage Company, Accredited Home Lenders Inc., and other mortgage
lenders 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 protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
the interest-rate cap and swap agreement provided by Credit Suisse
International.

Moody's expects collateral losses to range from 4.6% to 5.1%.

Select Portfolio Servicing, Inc. and Wells Fargo Bank, N.A. will
service the mortgage loans.

Moody's has assigned SPS its servicer quality rating of SQ2- as a
servicer of subprime mortgage loans.  Moody's has assigned Wells
Fargo its servicer quality rating of SQ1 as a servicer of subprime
mortgage loans.

These are the rating actions:

   * Home Equity Asset Trust 2006-8

   * Home Equity Pass-Through Certificates, Series 2006-8

                  Class 1-A-1, Assigned Aaa
                  Class 2-A-1, Assigned Aaa
                  Class 2-A-2, Assigned Aaa
                  Class 2-A-3, Assigned Aaa
                  Class 2-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 Baa2
                  Class B-1, Assigned Baa3
                  Class B-2, Assigned Ba1
                  Class B-3, Assigned Ba2

The Class B-3 Certificates were sold in privately negotiated
ransactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


HOME PRODUCTS: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
Home Products International Inc. and its affiliate, Home Products
International-North America Inc., filed chapter 11 petitions on
Dec. 20, 2006, in the U.S. Bankruptcy Court for the District of
Delaware.

The filing comes a day after the company disclosed plans to
shutter its production and distribution plant in El Paso, Texas.

The company said it failed to make a $5.6 million interest payment
last month because of cash shortage.

The company has asked the court to convert more than $116 million
in public debt to equity.  A month ago, Home Products reached an
agreement with some noteholders to convert their debt holdings in
the company for 95% of equity.

The company will continue operating while under bankruptcy
protection, provide employment to their 700 employees, pay
suppliers, and provide quality products to customers, chief
financial officer Donald Hotz said in a court filing.

As of Dec. 2, 2006, the company had $172.2 million in assets and
$217.4 million in liabilities.

Investor Sam Zell's Equity Group Investments LLC owns more than
90% of Home Products.

Home Products International Inc. -- http://www.hpii.com/and
http://www.homz.biz/-- is an international consumer products
company which designs and manufactures houseware products.  The
company sells its products through national and regional
discounters including Kmart, Wal-Mart and Target, hardware/home
centers, food/drug stores, juvenile stores and specialty stores.


HOME PRODUCTS: Plan Proposes to Convert Debt to Equity
------------------------------------------------------
Home Products International, Inc., and its debtor-affiliate, Home
Products International-North America, Inc., filed a Disclosure
Statement explaining their Chapter 11 Plan of Reorganization with
the U.S. Bankruptcy Court for the District of Delaware.

The Debtors say that the primary purpose of the Plan is to
effectuate a restructuring of their outstanding indebtedness and
resolve liquidity problems.  The Plan is a product of extensive
negotiations among the Debtors, the Ad Hoc Committee of
Noteholders, and Storage Acquisition Company, LLC, a majority
interest holder in Home Products International.

Under the Plan, Administrative Claims, Priority Tax Claims,
Priority Non-tax Claims, and Prepetition Lender Secured Claims,
will be paid in full.

Holders of Miscellaneous Secured Claims and General Unsecured
Claims, at the option of the Reorganized Debtors, on the effective
date, will either:

    * have their legal, equitable and contractual rights remain
      unaltered; or

    * other treatment that will render their claims unimpaired.

Noteholders, on the effective date, will receive their pro rata
share of 95% of the new Home Products International stock issued
subject to dilution by the Management Incentive Plan Share and
Options.  Provided however, that no distributions will be made on
account of Noteholder claims that the Debtors hold, which arise
out of any notes held.  Noteholders receiving new stock pursuant
to the plan will be deemed party to and subject to the
Stockholders Agreement and the Registration Rights Agreement.

Interest in Home Products, on the effective will cancelled.  If
Noteholders and Home Products Interest Holders vote to accept the
Plan, Home Products Interest holders will receive their pro rata
share of the remaining 5% of the new stock.

Interests in Home Products-North America will not be cancelled and
holders will retain their interest.

A full-text copy of the Debtors' disclosure statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=061220212256

Home Products International, Inc. -- http://www.hpii.com/and
http://www.homz.biz/-- is an international consumer products
company which designs and manufactures houseware products.  The
Company sells its products through national and regional
discounters including Kmart, Wal-Mart and Target, hardware/home
centers, food/drug stores, juvenile stores and specialty stores.
The company has operations in Mexico.


HOME PRODUCTS: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Home Products International, Inc.
        4501 West 47th Street
        Chicago, IL 60632

Bankruptcy Case No.: 06-11457

Debtor-affiliate filing separate chapter 11 petition:

      Entity                               Case No.
      ------                               --------
      Home Products International-         06-11458
        North America, Inc.

Type of Business: The Debtors design, manufacture, and market
                  ironing boards, covers, and other non-electric
                  consumer houseware products.

                  The Debtors' product lines include laundry
                  management products, bath and shower organizers,
                  hooks, hangers, home and closet organizers, and
                  food storage containers.  Their products are
                  sold under the HOMZ brand name, and are
                  distributed to hotels, discounters, and other
                  retailers such as Wal-Mart, Kmart, Sears, Home
                  Depot, and Lowe's.  See http://www.hpii.com/

Chapter 11 Petition Date: December 20, 2006

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Eric D. Schwartz, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, DE 19801
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

Debtors'
Financial
Advisor:          Morris Anderson & Associates, Ltd.
                  55 West Monroe Street, Suite 2500
                  Chicago, IL 60603
                  Tel: (312) 254-0880
                  Fax: (312) 727-0180

Debtors' Claims
and Noticing
Agent:            The BMC Group, Inc.
                  875 Third Avenue, 5th Floor
                  New York, NY 10022
                  Tel: (212) 310-5900
                  Fax: (888) 316-2354

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
   Home Products            $100,000 to        More than
   International, Inc.      $1 Million         $100 Million

   Home Products            $1 Million to      More than
   International-           $100 Million       $100 Millions
   North America, Inc.

A. Home Products International, Inc.'s Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
HSBC as Agent for Bondholders      Money Loaned      $122,217,971
c/o Harold Kaplan Gardner
Carton & Douglas LLP
191 North Wacker Drive
Suite 3700
Chicago, IL 60606-1698

B. Home Products International - North America, Inc.'s 20 Largest
Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
HSBC as Agent for Bondholders      Money Loaned      $122,217,971
c/o Harold Kaplan Gardner
Carton & Douglas LLP
191 North Wacker Drive
Suite 3700
Chicago, IL 60606-1698

Formosa Plastics SPE LLC           Goods, Services,    $5,375,237
100 Berwyn Park Suit               Trade
Berwyn, PA 19312

Entec Distribution LLC             Goods, Services,    $4,400,087
1210 Washington Street             Trade
Newton, MA 02465

Basell USA                         Goods, Services,    $1,507,885
912 Appleton Road                  Trade
Elkton, MD 21921

Li & Fung (Trading) Ltd.           Goods, Services,    $1,005,210
Lifung Tower, 888 Cheung           Trade
Sha Wan Road
Kowloon, Hong Kong

Clathermo Plastics                 Goods, Services,      $838,707
2660 Townsgate Road, Suite 150     Trade
Westlake Village, CA 91361

Colors for Plastics, Inc.          Goods, Services,      $461,372
2245 Pratt Boulevard               Trade
Elk Grove Village, IL 60007

United Polychem                    Goods, Services,      $439,405
26400 La Alameda, Suite 112        Trade
Mission Viejo, CA 92691

Paramount PL.                      Goods, Services,      $435,048
15160 South New Avenue             Trade
Lockport, IL 60441-2244

Perry Machine & Die, Inc.          Goods, Services,      $392,963
P.O. Box 270                       Trade
27124 Highway J
Perry, MO 63462

Design Molding, Inc.               Goods, Services,      $383,204
600 Factory Road                   Trade
Addison, IL 60101-4413

Smurfit-Stone Container            Goods, Services,      $363,311
Enterprises                        Trade
9600 South Harlem Avenue
Bridgeview, IL 60455

A-1 Tool Corporation               Goods, Services,      $362,716
8609 West Port Avenue              Trade
Milwaukee, WI 53224

Plasticos Promex USA, Inc.         Goods, Services,      $353,316
1220 Baranca Building              Trade
Suite 4C
El Paso, TX 79935

Performance Polymers               Goods, Services,      $329,855
13009 Collections Court            Trade
Chicago, IL 60693

Makray Manufacturing               Goods, Services,      $321,909
4400 North Harlem Avenue           Trade
Norridge, IL 60706-4710

Weber Distribution Warehouse       Goods, Services,      $285,013
13530 Rosecrans Avenue             Trade
Santa Fe Springs, CA 90670

Macsteel                           Goods, Services,      $279,466
Department CH 10367                Trade
Palatine, IL 60055-0367

The Royal Group                    Goods, Services,      $248,131
2318 Paysphere Circle              Trade
Chicago, IL 60674

Rapid Industrial Plastic           Goods, Services,      $203,986
13 Linden Avenue East              Trade
Jersey City, NJ 07305


I2 TELECOM: Posts $895,192 Net Loss in 2006 Third Quarter
---------------------------------------------------------
I2 Telecom International Inc. reported an $895,192 net loss on
$252,546 of revenues for the quarter ended Sept. 30, 2006,
compared with a $2.3 million net loss on $49,851 of revenues for
the same period in 2005.

Net loss for the third  quarter of 2006 decreased due to the
company's continued reduction in operating costs.  The increase in
revenues was driven by the company's reorganization focusing from
product to service offerings.

Gross profit for the third quarter of 2006 was $86,474 as compared
to a gross loss of $319,641 for the third quarter of 2005.

Sales, general and administrative expenses for the third quarter
of 2006 were $822,864 as compared to $2.3 million for the same
period in 2005.  This decrease was attributable to reductions of
payroll and related expenses including the closing of the
company's Redwood City, California office and the downsizing of
its Atlanta office.

At Sept. 30, 2006, the company's balance sheet showed $5.3 million
in total assets and $8.2 million in total liabilities, resulting
in a $2.9 million stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $919,192 in total current assets available
to pay $6.7 million in total current liabilities

                        Going Concern Doubt

Freedman & Goldberg CPAs, in Farmington Hills, MI raised
substantial doubt about I2 Telecom International's ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2005, 2004 and 2003.  The
auditing firm pointed to the company's ongoing losses from
operations since its inception and the uncertain conditions that
the company faces relative to its ongoing debt and equity fund-
raising efforts.

                          About I2 Telecom

Headquartered in Atlanta, GA, I2Telecom International Inc. (OTCBB:
ITUI) -- http://www.i2telecom.com/-- provides high-quality
international and domestic long distance calling services to
subscribers at a fraction of the cost of traditional carriers by
leveraging the power of the internet.

The company's patents-pending VoiceStick(TM) device enables any
telephone or business phone system (PBX) to access the company's
global network and advanced routing technologies to complete most
of the call over the internet, paying only for the last leg of the
connection.


INTERNATIONAL COAL: Moody's Holds Corporate Family Rating at B2
---------------------------------------------------------------
Moody's Investors Service lowered International Coal Group's
speculative grade liquidity rating to SGL-4 from SGL-3 indicating
the company's weak liquidity.  The SGL-4 rating reflects Moody's
belief that ICG may need covenant relief by the first quarter of
2007 as it pertains to the 4.0x interest coverage requirement.

Moody's SGL ratings and SGL rating methodology do not assume that
borrowers will be able to obtain waivers or amendments, which
implies that the banks could demand full repayment of the bank
facility term loans and revolver within the time horizon of the
SGL rating.

Further, Moody's notes that if the company is able to obtain
covenant relief the SGL rating will likely return to SGL-3.

ICG was in compliance with its financial covenants as of
Sept. 30, 2006, but Moody's believes that the company may breach
its interest coverage covenant, particularly if EBITDA comes below
the forecasted level.  Given the uncertainty associated with
achieving expected production volume and higher costs, there is a
possibility that the company will not reach its EBITDA goal, and
may require covenant relief by the first quarter of 2007 to
maintain continued access to its funding lines.  The company has a
significant capex program underway and there is high likelihood
that the company will need to utilize its revolver to fund the
program.

ICG's B2 corporate family rating reflects the significant
challenges facing ICG in meeting its aggressive production targets
and the significant capex and resultant negative free cash flow
that will be associated with these targets, in addition to the
capex needed to continue to upgrade the existing equipment fleet.

While the company's leverage is reasonable today, Moody's
anticipates that the debt level will increase significantly as the
company funds its development program and deals with lower than
expected cash flow from its existing mines, which in Moody's view
are likely to continue to provide operating challenges.  The
ratings favorably reflect the company's ownership of the majority
of its reserves, and its relatively low level of reclamation,
workers' compensation, black lung and other legacy liabilities.

Moody's last rating action on ICG was, in September 2006, to raise
to Ba3 the rating on the company's Gtd. Senior Secured Facility
due 2011, and to lower to Caa1 the rating on the company's Gtd.
Senior Unsecured Notes due 2014.  These actions were taken in
accordance with the introduction of Moody's LGD methodology.

International Coal Group, headquartered in Scott Depot, West
Virginia, is engaged in the mining and marketing of coal, and had
revenues in the fiscal year ended Dec. 31, 2005 of $648 million.


J & M BEAR: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: J & M Bear Creek Trucking, Inc.
        dba Rolling Rock
        5380 County Road 45
        Auburn, IN 46706

Bankruptcy Case No.: 06-12335

Chapter 11 Petition Date: December 15, 2006

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Scot T. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Stone Street Quarries                      $998,000
5536 Hoagland Road
Hoagland, IN 46745

Garrett State Bank                         $749,880
120 West King Street
Garrett, IN 46738

Hixson Sand & Gravel                        $26,283
6178 Co Road 7
Garrett, IN 46738-9740

Farm Bureau Insurance                       $13,365

McIntosh Energy                              $4,579

Eilbacher Fletcher                           $4,351

North Central Co-op                          $1,791


LINCOLN DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Lincoln Development LLC
        c/o Robert D. Steinberg
        6523 California Avenue Southwest
        P.O. Box 326
        Seattle, WA 98136

Bankruptcy Case No.: 06-14464

Type of Business: The Debtor's owner, Paramjeet S. Malhotra, filed
                  for chapter 11 protection on June 8, 2006
                  (Bankr. W.D. Wash. Case No. 06-11810).

                  Robert D. Steinberg was appointed as the Chapter
                  11 Trustee in Mr. Malhotra's bankruptcy case.

Chapter 11 Petition Date: December 15, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Timothy W. Dore, Esq.
                  Ryan Swanson & Cleveland, PLLC
                  1201 3rd Avenue, Suite 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  Fax: (206) 621-7568

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

The Debtor does not have any creditors who are not insiders.


MARCAL PAPER: Gets Pledge for $84.5 Mil. DIP Financing from HFC
---------------------------------------------------------------
Subject to court approval, Marcal Paper Mills, Inc., has secured
a loan commitment for up to $84.5 million Debtor-in-Possession
financing from HFC, with immediate availability of up to
$20 million.  This financing package will allow the company to
use all of its cash balances and provide it with greater liquidity
to fund normal business operations during the restructuring
process.

"This is an important step in the restructuring process," Company
Chairman and CEO Nicholas Marcalus said.  "Our core business is
strong, and with this financing in place, we expect to emerge from
the reorganization as a stronger and healthier company and to
forge even better business relationships with our customers,
vendors and employees."

Headquartered in Elmwood Park, NJ, Marcal Paper Mills, Inc. --
http://www.marcalpaper.com/-- produces over 160,000 tons of
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MASTR ASSET: Moody's Rates Class M-11 Certificates at Ba2
---------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by MASTR Asset Backed Securities Trust 2006-
HE4, and ratings ranging from Aa1 to Ba2 to the mezzanine
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by UBS Real Estate Securities
Inc.  The collateral was originated by First NLC Financial
Services, LLC, Meritage Mortgage Corporation, Decision One
Mortgage Company, EquiFirst Corporation, OwnIt Mortgage Solutions,
Inc., First Street Financial, Inc. and LIME Financial Services,
Ltd.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, excess spread, an interest rate swap and
cap agreement between the trust and Swiss Re Financial Products
Corporation.

Moody's expects collateral losses to range from 5.1% to 5.6%.

Barclays Capital Real Estate Inc. and Wells Fargo Bank, N.A. will
service the loans, and Wells Fargo Bank, N.A. will also act as
master servicer.  Moody's has assigned Barclays Capital Real
Estate Inc. its servicer quality rating of SQ1- as primary
servicer of subprime loans.

Furthermore, Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 as primary servicer of subprime
loans and as master servicer respectively.

These are the rating actions:

   * MASTR Asset Backed Securities Trust 2006-HE4

   * Mortgage Pass Through Certificates, Series 2006-HE4

                    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 Baa2
                    Class M-9, Assigned Baa3
                    Class M-10,Assigned Ba1
                    Class M-11,Assigned Ba2


MAYPORT CLO: Moody's Rates $20-Million Class B-2L Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Mayport CLO Ltd.:

   -- Aaa to  $6,560,000 Class X Floating Rate Notes due February
      2013;

   -- Aaa to  $250,000,000 Class A-1L Floating Rate Notes due
      February 2020;

   -- Aaa to  $60,000,000 Class A-1LV Floating Rate Revolving
      Notes due February 2020;

   -- Aa2 to  $26,000,000 Class A-2L Floating Rate Notes due
      February 2020;

   -- A2 to  $25,000,000 Class A-3L Deferrable Floating Rate
      Notes due February 2020;

   -- Baa2 to  $19,500,000 Class B-1L Floating Rate Notes due
      February 2020 and

   -- Ba3 to  $20,000,000 Class B-2L Floating Rate Notes due
      February 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting mainly of Senior Secured
Loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Pacific Investment Management Company LLC will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


MERIDIAN AUTOMOTIVE: Ct. OKs Rejection of 18 Contracts & Leases
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Meridian Automotive Systems Inc.
and its debtor-affiliates to reject 18 Contracts and Leases with
these counterparties:

     * Ashland Inc.
     * Bayer Material Science LLC
     * ChemProtect Inc.
     * Craig Shatzer
     * David White
     * Du Pont Herberts Automotive Systems
     * Du Pont Performance Coatings
     * E.I. Du Pont De Nemours and Co.
     * Fran LeVeque
     * Gary Milburn
     * Randy Wacaser
     * Richard Newsted
     * Solvay Engineered Polymers
     * Steve McKenzie
     * Superior Oil Company, Inc.
     * Tom Eggebeen
     * Z Technologies Corporation

The Court also permits the Debtors to reject the Additional
Contracts and Leases, except their Heavy Lift Truck lease with GE
Capital.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  Judge Walrath has confirmed the Revised Fourth
Amended Reorganization Plan of Meridian. (Meridian Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Assumes 107 Contracts and Leases
-----------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware permitted Meridian Automotive Systems Inc.
and its debtor-affiliates to assume approximately 107 of the
234 Contracts and Leases with no associated cure amounts.

A 9-page list of the 107 Contracts & Leases to be assumed is
available for free at http://ResearchArchives.com/t/s?1754

Judge Walrath also permitted the Debtors to assume 11 Additional
Contracts and Leases with:

   ACE                    Foreign Liability
   Global Aerospace       Non-owned Aircraft Liability
   Great American         Umbrella including Punitive Wrap
   Liberty Mutual         Auto Liability (Canada)
   Liberty Mutual         Auto Liability (U.S.)
   Liberty Mutual         General Liability (Canada)
   Liberty Mutual         General Liability (U.S.)
   Liberty Mutual         Workers' Compensation
   Midwest Employers      Workers' Compensation (MI & OH Excess)
   XL Specialty           Non-owned Aircraft Liability
   Zurich                 Excess including Punitive Wrap

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  Judge Walrath has confirmed the Revised Fourth
Amended Reorganization Plan of Meridian.  (Meridian Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERRILL LYNCH: Fitch Holds Rating on $39-Mil. Class G Certs. at B-
------------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s commercial mortgage pass-
through certificates, series 1996-C2 are affirmed by Fitch Ratings
as:

   -- $7.5 million class C at 'AAA';
   -- $56.9 million class D at 'AAA';
   -- Interest only class IO at 'AAA';
   -- $28.5 million class E at 'AAA';
   -- $62.6 million class F at 'BB+'; and,
   -- $39.8 million class G at 'B-'.

Fitch does not rate the $14.4 million class H.  Classes A-1
through B have paid in full.

Although credit enhancement levels have been improving due to loan
payoffs and scheduled amortization since the last Fitch rating
action, Fitch remains concerned about the Shilo hotel portfolio.
As of the September 2006 distribution date, the pool's aggregate
certificate balance has decreased 81.6% to $209.8 million from
$1.1 billion at issuance.  There are currently 53 loans remaining
in the pool of the original 300 at issuance.

Currently, six assets are in special servicing, of which four
loans comprise the Shilo portfolio.  The Shilo portfolio consists
of the A- and B-notes on four Shilo hotels, which are located in
various cities in Oregon and Washington; both notes are held
inside the Trust.  The loans are currently in special servicing,
although there has been no event of default.  The loans remain
current, although year-end  2005 data indicate that three of the
hotels are not generating sufficient income to meet debt service
payments.

The largest non-Shilo specially serviced asset is a hotel located
in Corvallis, Oregon and is real estate owned.  The special
servicer is negotiating with a potential purchaser for this asset.

The next largest non-Shilo specially serviced loan is secured by
an office building in Fort Wayne, Indiana and is 90+ days
delinquent. The special servicer is evaluating workout strategies
with respect to this loan.

Fitch has identified 17 loans as Fitch Loans of Concern, which
include the specially serviced loans and those loans with low debt
service coverage ratio and declining occupancies.  Fitch has
incorporated the increased risk associated with these loans into
its rating analysis.


MOONLIGHT RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Moonlight Restaurant, Inc.
        dba Castelli's Moonlight Restaurant and Catering
        3400 Fosterburg Road
        Alton, IL 62002

Bankruptcy Case No.: 06-32186

Type of Business: The Debtor operates a restaurant.
                  See http://www.moonlightrestaurant.com/

Chapter 11 Petition Date: December 19, 2006

Court: Southern District of Illinois (East St. Louis)

Debtor's Counsel: Donald M. Samson, Esq.
                  226 West Main Street, Suite 102
                  Belleville, IL 62220
                  Tel: (618) 235-2226
                  Fax: (618) 235-0037

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sysco Food Services of                                   $230,000
St. Louis
2850 Mueller Road
St. Charles, MO 63301

Advance Me, Inc.                                          $50,000
600 Town Park Lane, Suite 500
Kennesaw, GA 30144

ADP                                Payroll                $20,642
Financial Services Division
12200 Weber Hill Road
St. Louis, MO 63127

Kane Mechanical, Inc.                                     $10,519
170 East Alton Avenue
East Alton, IL 62024

PFG Middendorf                                             $9,435
P.O. Box 790192
St. Louis, MO 63179-0192

Hughes & Assoc., CPA, P.C.                                 $9,375

Manhattan Coffee/                                          $7,128
Sara Lee Coffee

The Telegraph                                              $5,842

Sam's Club                                                 $5,537

SB Smart Yellow Pages                                      $4,245

Capital One, F.S.B.                                        $3,776

Muzak-Gateway River                                        $2,550

Southern Wine & Spirits of                                 $2,415
Illinois

Tipton Linen Service                                       $1,679

Clean R Ceilings                                           $1,494

Commercial Steam Cleaners, Inc.                            $1,361

Farrel, Hunter,                                            $1,195
Hamilton and Julian

Callison Distributing                                      $1,056

Edward Don & Company                                         $964

Ecolab                                                       $942


NEWCOMM WIRELESS: Can Access $16 Million of DIP Financing
---------------------------------------------------------
NewComm Wireless Services, Inc., obtained approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to draw
$16 million from a $38 million debtor-in-possession credit
facility.

The Debtor will use the postpetition financing to:

   -- upgrade its network;

   -- satisfy license-related obligations for US$7.8 million
      owed to the U.S. Federal Communications Commission; and

   -- pay its budgeted operating expenses and other chapter 11
      administrative expenses.

Additionally, the Debtor says the DIP facility is an integral
component in a fully integrated transaction involving the stalking
horse purchaser of Newcomm's business assets.

PR Wireless, Inc., has offered to purchase Newcomm's assets for
$103.2 million, subject to various adjustments.  The sale
agreement is structured so that the net proceeds will be
sufficient to, among others, pay for the DIP loan, the Debtor
says.

The Debtor underscores that part of the DIP loan will be used to
fund the build-out and upgrade of its telecommunications network,
an essential element of its Chapter 11 case.  Once the upgrade is
completed, the Debtor says it will be able to service far-flung
areas not reached by its competitors.

To secure the DIP lenders' interest, they will be given perfected,
first-priority security interests and liens upon all unencumbered
Newcomm property.

The lenders can be reached at:

   M/C Venture Partners
   Attn: James F. Wade
      Brian M. Clark
   75 State Street, Suite 2500
   Boston, MA 02109
   Telecopy: 617-345-7201

         -- and --

    Columbia Capital LLC
    Attn: Harry Hopper
    Reservoir Palace
    1601 Trapelo Road, Suite 268
    Waltham, MA 02451

The DIP lenders' agent can be reached at:

   D.B. Zwirn Special Opportunities Fund, L.P.
   c/0 D.B. Zwirn & Co., L.P.
   Attn: David C. Lee
   745 Fifth Avenue
   18th Floor
   New York, NY 10151
   Telecopy: 646-720-9077

The agent is represented by:

   Martinez Odell & Calabria
   San Juan, PR

            -- and --

   Sonnenschein Nath & Rosenthal LLP
   1221 Avenue of the Americas
   New York, NY

Headquartered in Guaynabo, PR, NewComm Wireless Services, Inc.,
is a PCS company that provides wireless service to the Puerto Rico
market.  The company is a joint venture between ClearComm, L.P.
and Telefonica Larga Distancia.  The company filed for chapter 11
protection on Nov. 28, 2006 (Bankr. D. P.R. Case No. 06-04755).
Carmen D. Conde Torres, Esq., at C. Conde & Assoc. and Peter D.
Wolfston, Esq., at Sonnenschein Nath & Rosenthal LLP represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it reported assets and liabilities
of more than $100 million.


NEWCOMM WIRELESS: Selling Assets to PR Wireless for $103.2 Million
------------------------------------------------------------------
NewComm Wireless Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico authority to sell substantially
all of its assets to PR Wireless, Inc., for $103.2 million,
subject to higher and better offers.

Under the asset purchase agreement, PR Wireless is liable to pay
$3 million if it wins the bidding but fails to consummate the
sale, while it stands to get $3.3 million break-up fee if it loses
to another bidder.

Proceeds from the sale will be used to pay NewComm's secured
prepetition debt and fund its network upgrade project that would
give it a competitive advantage.

The Debtor further asks the Court to approve an auction in Feb.
13, 2007.  The sale transaction is expected to close by April 15,
2007.

A copy of the APA's pertinent points is available free of charge
at http://ResearchArchives.com/t/s?175a

A copy of the bidding procedures is available free of charge at:

             http://ResearchArchives.com/t/s?175b

Headquartered in Guaynabo, PR, NewComm Wireless Services, Inc.,
is a PCS company that provides wireless service to the Puerto Rico
market.  The company is a joint venture between ClearComm, L.P.
and Telefonica Larga Distancia.  The company filed for chapter 11
protection on Nov. 28, 2006 (Bankr. D. P.R. Case No. 06-04755).
Carmen D. Conde Torres, Esq., at C. Conde & Assoc. and Peter D.
Wolfston, Esq., at Sonnenschein Nath & Rosenthal LLP represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its  creditors, it reported assets and liabilities
of more than $100 million.


NORTEK INC: S&P Holds Corporate Credit Rating at B
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on building products manufacturer
Nortek Inc. and its parent, NTK Holdings Inc.

At the same, Standard & Poor's removed the ratings from
CreditWatch, where they were placed on May 8, 2006, with positive
implications, in connection with NTK's planned $600 million common
stock IPO.

The outlook is stable.

"The rating actions reflect uncertain financial market conditions
and, consequently, our reservations about NTK's ability to
complete the IPO in the near term," said Standard & Poor's credit
analyst Pamela Rice.

"Without the meaningful debt reduction anticipated from the
potential IPO proceeds, we expect debt leverage to remain in the
5x-6x range, a level appropriate for a 'B' corporate credit
rating."

Total debt, including debt at NTK, capitalized operating leases,
and postretirement liabilities, was $2 billion at Sept. 30, 2006.

"We expect good brand names, well-established positions in the
major channels of distribution, new product introductions, and a
focus on low-cost operations to help sustain Nortek's solid market
shares," Ms. Rice said.

Providence, Rhode Island-based Nortek's key product lines include:
kitchen range hoods and bath fans; heating, ventilating, and air
conditioning systems for site-built residential, custom-designed
commercial, and manufactured housing applications; and
audio/visual distribution and control systems and security and
access control products.

Ms. Rice said, "Earnings diversity provided by Nortek's business
mix and the likely continuation of improvement in the company's
cost position through strategic sourcing and plant ationalization
are positives for stable internal cash generation.  Aggressive
shareholder actions or a step-up in more sizable debt-financed
acquisitions could lead to a negative outlook.  However, if the
company's proposed $600 million IPO is successful, and proceeds
are used for debt reduction, we could raise the ratings if market
conditions do not soften more than currently expected."


ONE IP: Files Voluntary Bankruptcy Petition in Connecticut
----------------------------------------------------------
One IP Voice, Inc., filed for relief under Chapter 11 of the
U.S. Bankruptcy Code on Dec. 13, 2006, in Hartford, Connecticut.

On Dec. 19, 2006, a preliminary order to use cash collateral
through Dec. 29, 2006 was entered by the Court.

One IP Voice has retained the firm Development Specialists, Inc.
of Chicago, Illinois, to assist it in pursuing strategic
alternatives.

                     About One IP Voice Inc.

Headquartered in East Hartford, Connecticut, One IP Voice Inc.
(OTCBB: OIVO) -- http://www.oneipvoice.com/-- is the parent
company for Farmstead Telephone Group and OIPV Corp.  One IP Voice
Inc. was formed as a result of a name change that took effect on
July 19, 2006.  Farmstead is one of the full service enterprise
telecommunications providers with a comprehensive nationwide
systems, services and parts network in the U.S.  OIPV Corp.
provides Carrier-Based Hosted Voice over Intelligent Protocol
solutions to Small to Medium Businesses nationwide.


ONE IP: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------
Lead Debtor: One IP Voice, Inc.
             fka Farmstead Telephone Group, Inc.
             22 Prestige Park Circle
             East Hartford, CT 06108

Bankruptcy Case No.: 06-21242

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      OIPV Corp.                                 06-21243

Type of Business: One IP Voice Inc. is now the parent company for
                  Farmstead Telephone Group and OIPV Corp.  The
                  Debtor was formed as a result of a name change
                  that took effect on July 19, 2006.  It provides
                  telecommunication parts, systems and services.
                  See http://www.oneipvoice.com/

Chapter 11 Petition Date: December 13, 2006

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Jon P. Newton, Esq.
                  Reid & Riege
                  One Financial Plaza
                  Hartford, CT 06103
                  Tel: (860) 278-1150
                  Fax: (860) 240-1002

                                Total Assets     Total Debts
                                ------------     -----------
One IP Voice, Inc.                $9,452,000      $6,692,000
OIPV Corp.                          $776,000      $5,273,000

A. One IP Voice, Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Catalyst Telecom/Paracon                 $1,745,181
Attn: Pres./Managing Agent
P.O. Box 890222
Charlotte, NC 28289

OTISCO Valley Telecom, Ltd.                $591,417
Attn: Pres./Managing Agent
7704 Maltlage Drive
Liverpool, NY 13090

Fonesys, Inc.                              $283,802
Attn: Pres./Managing Agent
140 Pratt Oval
Glen Cove, NY 11542

VODA One Corporation                       $242,011
Attn: Pres./Managing Agent
P.O. Box 10040 Church St.
New York, NY 10259

Rhyne Communication, Inc.                  $113,663
Attn: Pres./Managing Agent
20 Chapin Road
Pine Brook, NJ 07058

ATL Enterprises, Inc.                       $94,935
Attn: Pres./Managing Agent
Dept. 530
P.O. Box 150473
Hartford, CT 06115

CDW                                         $57,530
Attn: Pres./Managing Agent
200 N. Milwaukee Avenue
Vernon Hills, IL 60061

Gesmer Updegrove, LLP                       $52,630
ATTN: Pres./Managing Agent
40 Broad Street
Boston, MA 021094310

Carlin, Charron & Rosen LLP                 $43,000
Attn: Pres./Managing Agent
1400 Computer Drive
Worcester, MA 01581

Fremont Prestige Park, LLC                  $31,307
Attn: Pres./Managing Agent
Fremont Management, LLC
65 Lasalle Road, Suite 202
West Hartford, CT 06107

Avaya Inc.                                  $29,229
Attn: Pres./Managing Agent
P.O. Box 5332
New York, NY 10087

Deer Technologies                           $28,836
Attn: Pres./Managing Agent
481 Elm Street
West Haven, CT 06516

Communications Supply Corp.                 $26,692
Attn: Pres./Managing Agent
3050 Payshere Circle
Chicago, IL 60674

Advanced Procurement Center                 $25,721
ATTN: Pres./Managing Agent
31 Westminster Rd.
Stamford, CT 06902

Chubb Group of Insurance Co.                $18,825
Attn: Pres.

TR Solutions, Inc.                          $17,989
Attn: Pres.

Accountemps                                 $15,990
Attn: Pres./Managing Agent
12400 Collections Center Drive
Chicago, IL 60693

SDC Solutions, Inc.                         $14,878
Attn: Pres.

Dell Computer                               $13,065
Attn: Pres./Managing Agent
Dept. 57 - 0012763854
P.O. Box 9020
Des Moines, IA 50368

Fontel Inc.                                 $12,483
Attn: Pres./Managing Agent
804 E. Street
Aurora, NE 68818

B. One IP Voice, Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Sylantro Systems Corporation                $53,580
Attn: Pres./Managing Agent
910 East Hamilton Ave. Ste 300
Campbell, CA 95008

Profitec Billing Services                   $34,665
Attn: Pres./Managing Agent
P.O. Box 845180
Boston, MA 02284

XO Communications                           $30,805
Attn: Pres./Managing Agent
P.O. Box 7158
Pasadena, CA 91109

American Express                            $24,503
Attn: Pres./Managing Agent
P.O. Box 1270
Newark, NJ 07101

Straitshot                                  $13,982
Attn: Pres./Managing Agent
330 112th Ave. NE #301
Bellevue, WA 98004

Genesis Group                               $13,500
Attn: Pres.

Centric Voice                               $10,419
Attn: Pres./Managing Agent
P.O. Box 678395
Dallas, TX 75267

Fathom, LLC                                  $9,250
Attn: Pres./Managing Agent
100 Allyn Street
Hartford, CT 06103

Sales Synergy                                $9,000
Attn: Pres./Managing Agent
7 Knollwood Drive
Glenville, NY 12302

Telecom Reseller, Inc.                       $6,933
Attn: Pres./Managing Agent
62817 E. Terrace Wind Drive
Tucson, AZ 85739

Brookwood Tamarac                            $6,764
Plaza Investors
Attn: Pres./Managing Agent
Dept. 1877
Denver, CO 80291

Eric Ackerman                                $4,934
2833 Croix Court
Virginia Beach, VA 23451

Lawrence S. Weiner                           $4,500
35 Fair Oak Drive
Easton, CT 06612

Truevance Management, Inc.                   $4,400
Attn: Pres./Managing Agent
P.O. Box 551422
Jacksonville, FL 32255

Level 3 Communications                       $4,364
Attn: Pres.

TNA, LLC                                     $4,051
Attn: Pres./Managing Agent
6 West Downer Place
Aurora, IL 60506

Eon Office Furniture                         $3,581
Attn: Pres./Van Young
60 Tejon Street
Denver, CO 80223

Microsoft Live Meeting                       $3,300
Attn: Pres./Managing Agent
1400 SW 5th Ave. Floor 3
Portland, OR 98052

Corporation Service Company                  $3,008
Attn: Pres./Managing Agent
P.O. Box 13397
Philadelphia, PA 19101

Fedex                                        $2,879
Attn: Pres./Managing Agent
P.O. Box 371461
Pittsburgh, PA 15250


OSPREY CDO: Moody's Rates $9-Million Class B-2L Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Osprey CDO 2006-1 Ltd.:

   -- Aaa to $7,500,000 Class X Notes Due January 2014;

   -- Aaa to $184,000,000 Class A-1LA Floating Rate Notes Due
      April 2022;

   -- Aaa to $28,000,000 Class A-1LB Floating Rate Notes Due
      April 2022;

   -- Aa2 to $34,000,000 Class A-2L Floating Rate Notes Due
      April 2022;

   -- A2 to $15,000,000 Class A-3L Floating Rate Notes Due April
      2022;

   -- Baa2 to $10,000,000 Class B-1L Floating Rate Notes Due
      April 2022; and,

   -- Ba2 to $9,000,000 Class B-2L Floating Rate Notes Due April
      2022.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Portfolio Loans, high-
yield bonds, second lien loans, non-senior secured loans, DIP
Loans, CLO Securities and Residential Mortgage-Backed Securities
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Brightwater Capital Management, a division of WestLB Asset
Management LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


PAMCO CLO: Moody's Lifts Class B Sr. Notes' Rating to Baa2 from B1
------------------------------------------------------------------
Moody's Investors Service upgraded these classes of Notes issued
by PAMCO CLO Series 1997-1, a collateralized debt obligation
issuance:

   * $330,000,000 Class A-2 Floating Rate Senior Secured Notes
     due Aug. 6, 2009

      -- Prior Rating: A1, on watch for possible upgrade
      -- Current Rating: Aaa

   * $90,000,000 Class B Second Senior Secured Notes due
     Aug. 6, 2009

      -- Prior Rating: B1, on watch for possible upgrade
      -- Current Rating: Baa2

According to Moody's, the rating action reflects the improvement
in the credit quality of the transaction's underlying collateral
portfolio since the last rating action, as well as the ongoing
delevering of the transaction.


PEABODY ENERGY: Moody's Rates Proposed $500MM Debentures at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned Peabody Energy Corporation's
proposed $500 million convertible junior subordinated debentures a
rating of Ba2.

Moody's also revised Peabody's outlook to stable from negative.

At the same time, Moody's affirmed Peabody's Ba1 corporate family
rating and the Ba1 senior unsecured rating on its existing
revolver, term loan and notes.

The ratings reflect the overall probability of default of the
company, to which Moody's affirms a PDR of Ba1.  The convertible
junior subordinated debentures rating of Ba2 reflects a loss given
default of LGD6, 95%.

The senior unsecured rating of Ba1 reflects a loss given default
of LGD3, 47%.

Moody's also affirmed Peabody's SGL-1 Speculative Grade Liquidity
rating.

The revision in outlook reflects the 75% equity component that
Moody's credits to the "Basket D" convertible junior subordinated
debentures, and the related notional reduction in debt.

The proceeds of the $500 million Debentures, along with proceeds
of the recent $900 million senior unsecured notes and drawings
under the company's term loan, are being used to provide the long
term funding of Peabody's recent acquisition of Australian coal
miner, Excel Coal Limited, for $1.9 billion, including assumption
of debt and fees.

The acquisition of Excel will significantly expand Peabody's
operation in Australia and its penetration of both the export
metallurgical and thermal coal markets.  Excel expects to increase
its production from about 6 million tons currently to
15 to 20 million tons in 2007 and 2008.

The Ba1 corporate family rating reflects Peabody's:

   1) favorable debt to EBITDA and good earnings ratios;

   2) diversified low-cost operations;

   3) extensive and geographically diversified reserves of high
      quality coal:

   4) strong management; and,

   5) portfolio of long-term coal supply agreements with a large
      number of electricity generation customers.

However, the rating also reflects the significant increase in debt
to fund the Excel acquisition, which increases Peabody's pro forma
Sept. 30, 2006 debt to EBITDA ratio to 3.4x from 2.3x, and, giving
equity credit of $375 million to the Debentures, the debt to
capitalization ratio to 55.8% from 49.9%.

The rating also considers the volatile nature of the coal mining
business, and operating and development cost pressures that could
continue to constrain Peabody's weak free cash flow.

The Debentures will, in Moody's view, have sufficient equity-like
features to allow it to receive basket "D" treatment, i.e. 75%
equity and 25% debt, for financial leverage purposes.  This basket
designation will shift from "D" to "C" in ten years, i.e. when the
Debentures have less than fifty years to maturity.  The basket
will shift again to "B" after 20 years and "A" after the next 10
years.

The basket allocation is based on these rankings for the three
dimensions of equity:

   * No maturity: Moderate

      -- The Debentures have a 60-year final maturity with a
         scheduled redemption after 35 years, subject to a
         Replacement Capital Covenant.  The RCC, which obligates
         Peabody not to redeem or repurchase the Debenture unless
         it has previously issued qualifying new equity, will be
         put in place at inception, but will not be operational
         until year 35.  At year 35, Peabody is required to use
         its commercially reasonable efforts, subject to a market
         disruption event, to raise sufficient net proceeds from
         the issuance of qualifying capital securities and redeem
         the Debentures in full on each succeeding interest
         payment date prior to the final 60-year maturity.  If a
         qualifying replacement security can't be issued, the
         maturity extends from interest payment date to interest
         payment date until the final maturity in 60 years.  For
         the first 35 years, the security can be called subject
         to intent-based replacement language where Peabody
         Energy intends to replace the security with the same or
         more equity-like security.  The Debentures are also
         convertible into Basket D preferred stock at the option
         of the investor.

   * No ongoing payments: Strong

      -- There is optional deferral of distributions for a
         maximum of 10 years and mandatory deferral tied to the
         breach of covenants, without giving rise to an event of
         default and without causing acceleration.  If
         mandatorily deferred or if there is optional deferral
         for 5 years, distributions must be settled with the
         issuance of warrants or benign preferred stock.  For
         warrants, there is an 84 million share cap, and for
         benign preferred stock, 25% of the principal amount.  In
         bankruptcy, any distributions not settled with warrants
         or benign preferred stock are limited to a claim of
         2 years.

   * Loss absorption: Moderate

      -- The Debenture will be the most junior subordinated debt
         of all existing debt, with limited rights and limited
         ability to cause acceleration.

Moody's last rating action on Peabody was to rate its
$900 million senior unsecured notes Ba1 in October 2006.

Peabody Energy Corporation, headquartered in St. Louis, Missouri,
is the world's largest private-sector coal company with revenues
in 2005 of $4.6 billion.


PEABODY ENERGY: DBRS Rates New $675-Mil. Junior Notes at B (high)
-----------------------------------------------------------------
Dominion Bond Rating Service assigned rating of B (high) to
the new $675 Million Convertible Junior Subordinated Debentures of
Peabody Energy Corporation.  The trend is Stable.

The rating assigned to the Debentures reflects their deeply
subordinated status, with the Debentures ranking junior to all
of the Company's existing and future senior and subordinated debt.
In accordance with DBRS's policy to reflect structural
subordination, a two-notch rating differential is applied to the
Debentures vis-a-vis the senior unsecured debt of Peabody, which
is presently rated by DBRS at BB.

Peabody reported its intention to issue $675 million of Debentures
on Dec. 14, 2006. Additionally, the company has granted the
underwriters an option to purchase up to an additional $75 million
of debentures in the event of over-allotments.

DBRS notes that Peabody intends to allocate the net proceeds of
the Debentures toward the repayment of debt assumed to partly
finance the acquisition of Excel Coal Limited of Australia.  DBRS
notes therefore that the offering of the Debentures does not
adversely impact the overall credit metrics and financial profile
of the company.


PRC LLC: S&P Holds Rating on $67-Mil. 2nd Lien Term Loan at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the proposed second-lien term loan due 2014 of PRC LLC, after the
report that the company will increase the amount of the this loan
by $12 million, and increase the amount of first-lien debt by
$10 million.

"We revised the recovery rating because of the larger amount of
first-lien debt in the capital structure," said Standard & Poor's
credit analyst Andy Liu.

Standard & Poor's revised the recovery rating on the second-lien
loan to '5', which, along with the 'B-' bank loan rating, two
notches below the 'B+' corporate credit rating, indicates the
expectation of negligible recovery of principal in the event of a
payment default.  The recovery rating was revised from a '4',
which, along with the bank loan rating, had indicated the
expectation of marginal recovery of principal in the event of a
payment default.

The first-lien credit facilities are rated 'BB-', one notch higher
than the 'B+' corporate credit rating on the company, with a
recovery rating of '1', indicating high expectation of full
recovery of principal in the event of a payment default.

Pro forma for the increase, the first-lien credit facilities will
consist of a $20 million revolving credit facility due 2012, a
$25 million delayed-draw term loan credit facility due 2013, and a
$115 million term loan due 2013.

Ratings List:

   * Recovery Rating Revised, Bank Loan Rating Affirmed

   * PRC LLC

      -- $67 Million Second-Lien Term Loan revised to B-,Recovery
         Rating: 5 from B-, Recovery Rating: 4

Ratings Affirmed:

   * PRC LLC

      -- Senior Secured $160 Million First-Lien Bank Loans Local
         Currency at BB-

      -- Recovery Rating: 1


RAYMOND PROFESSIONAL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Raymond Professional Group, Inc.
             126 East Wing Street, #345
             Arlington Heights, IL 60004

Bankruptcy Case No.: 06-16748

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                              Case No.
   ------                                              --------
   Raymond Professional Group - A/E, Inc.              06-16749
   Raymond Professional Group - Government, Inc.       06-16750
   Raymond Professional Group - Design/Build, Inc.     06-16753
   Raymond International, Incorporated                 06-16754
   Raymond Professional Group - Puerto Rico,           06-16755
      Engineering Services, PSC

Type of Business: The Debtor provides engineering, architectural,
                  design/build and other technical services to
                  private and government clients, primarily in the
                  power, industrial and process market sectors.
                  See http://www.raymond-co.com/

Chapter 11 Petition Date: December 18, 2006

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Jason M. Torf, Esq.
                  Schiff Hardin LLP
                  6600 Sears Tower
                  Chicago, IL 60606
                  Tel: (312) 258-5500
                  Fax: (312) 258-5700

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CNA Surety Corp.              Payment bond            $3,634,714
333 S. Wabash Ave., 41st Fl.
Chicago, IL 60685


William A. Pope Company       Arbitration award       $3,634,714
1024 Lunt Avenue
Schaumburg, IL 60193

Plaza Warehousing and         Lease                     $250,042
Realty Corp.
P.O. Box 363328
San Juan, PR 00936

Internal Revenue Service      Taxes                     $213,669
230 S. Dearborn St.
MS 4031 CHI
Chicago, IL 60604

5080 California LLC           Lease                     $127,520
c/o Jalmar Properties
12121 Wilshire Blvd.
Suite 200
Los Angeles, CA 90025

Key Equipment Finance         Lease                      $77,962
Payment Processing
P.O. Box 203901
Houston, TX 77216

YAR Engineering Consultant    Subcontractor debt         $30,000
PMB 122
35 Calle Juan C Borbon
Ste. 67
Guaynabo, PR 00969

Paul Solarz                   Employee - accrued         $23,738
512 S. Pine St.               vacation
Mount Prospect, IL 60056

Andrew McKendrick             Employee - accrued         $23,582
4569 Woodland Ave.            vacation
Western Springs, IL 60558

Solar Turbines                Trade debt                 $20,955
P.O. Box 200580
Houston, TX 77216

Holakouee & Associates, Inc.  Subcontractor debt         $20,750
704 S. Hampton Blvd.
Bakersfield, CA 93311

Douglas Blond                 Employee - accrued         $17,157
10506 High Goal Place         vacation
Bakersfield, CA 93312

Illinois Department of        Customer overpayment       $15,951
Transportation
Division of Highways
819 Depot Ave.
Dixon, IL 61021

Thomas McPartland             Employee bonus             $15,000
790 S. Roselle Rd.
Roselle, IL 60172

Robert Mattern                Employee - accrued         $14,507
226 N. Wright                 vacation
Naperville, IL 60540

Williams Power Corp.          Subcontractor debt         $14,035
P.O. Box 198735
Atlanta, GA 30384

Roy Walford                   Employee - accrued         $11,540
9405 Huntsman Oak Court       vacation
Bakersfield, CA 93311

Edwin Krooswyk                Employee - accrued         $10,369
10752 Racoon Curve            vacation
Orland Park, IL 60467

Wright Business Solutions     Professional services      $10,000
P.O. Box 1008
Alexandria, VA 22310

Luis Valentin                 Subcontractor debt          $9,736
RR2 Box 4038
Toa Alta, PR 00953


REALOGY CORP: S&P Pares Corporate Credit Rating to BB+ from 'BBB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Realogy Corp. to 'BB+' from 'BBB'.

In addition, the rating was placed on CreditWatch with negative
implications.  At the same time, Standard & Poor's  affirmed the
'BBB' rating on the residential real estate company's senior
unsecured note issues.

The Parsippany, New Jersey-headquartered company had pro forma
consolidated debt outstanding at Sept. 30, 2006, including
liabilities under management programs and adjusted for operating
leases, of about $3.2 billion.

"The downgrade and CreditWatch listing reflected Realogy's
announcement that it had entered into a definitive agreement to be
acquired by Apollo Management L.P. in a transaction valued at
approximately $9 billion, including the assumption or repayment of
approximately $1.6 billion of net debt and legacy contingent, as
well as other liabilities of approximately $750 million," said
Standard & Poor's credit analyst Michael Scerbo.

"While the ratings on Realogy have historically incorporated a
relatively aggressive financial policy, this proposed transaction
demonstrates an appetite for a higher level of risk.  Thus our
financial policy expectations have changed."

Mr. Scerbo also said, "If the proposed transaction, or any other
transaction, does not close, and the likely refinancing does not
occur, we would lower our rating on these notes to a level in line
with Realogy's corporate credit rating.  We will review our
ratings on Realogy when specifics as to the new capital structure
are announced.  In addition, an important consideration will also
be management's long-term business and financial strategies
following the buyout."


SACO I: S&P Removes Watch on Junk Rated Class B-2 Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
class M-2, affirmed its rating on class B-1, and lowered its
rating on class B-2 from SACO I Trust 2004-1.

At the same time, the rating on class B-2 was removed from
CreditWatch, where it was placed with negative implications on
Oct. 18, 2006.

The upgrade of class M-2 reflects a significant increase in credit
support due to the paydown of the senior classes and the shifting
interest feature of the transaction.  Before
this transaction reaches its step-down date, class M-2, the
most senior class outstanding, will continue to receive all
principal payments.  After the step-down date, this deal will
likely continue to pay sequentially due to the failed cumulative
loss and delinquency triggers.

As of the November remittance period, cumulative losses were
$7,354,206, or 2.87% of the original pool balance, which is
significantly higher than the trigger threshold of 1.75%.

This deal has been failing its delinquency triggers since November
2005.  Currently, the 60-plus-day delinquency rate is 9.748% of
the current pool balance, exceeding the 5% trigger threshold.  The
failed triggers will prevent subordinated classes from receiving
any principal payments until the principal balances of the senior
classes are reduced to zero.

The downgrade of class B-2 reflects the deteriorating collateral
performance of this pool.  Credit support for this transaction is
derived from a combination of subordination, excess interest, and
overcollateralization .

Realized losses have been consistently outpacing excess interest
spread and have eroded O/C to an extent that class B-2 does not
have sufficient credit enhancement to maintain the prior 'B'
rating.  As of the November 2006 remittance period, O/C had been
reduced to $839,907, or 0.30% of the original pool balance, which
is significantly below its target of 3.65%.

As mentioned above, this deal has been failing both the cumulative
loss and delinquency triggers, so class B-2 has been locked out
from receiving any principal payments.  Total delinquencies for
the pool are 14.42% of the current pool
balance, and severe delinquencies are 6.6% of the current pool
balance.

Based on Standard & Poor's expected loss severity for the severely
delinquent loans, credit support percentages for
class B-2 are projected to be close to zero.

The rating on class B-2 was removed from CreditWatch because it
was lowered to 'CCC', and according to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch.

The affirmation of the rating on class B-1 is based on credit
support percentages that are sufficient to maintain the current
rating.

The pool securing the mortgage pass-through certificates consists
of conventional, fixed-rate, fully amortizing and balloon second-
lien mortgage loans, with original terms to maturity of up to
30 years.  The guidelines used in the origination process
generally employed standards that assess the credit risk of
borrowers with imperfect credit histories or relatively high
ratios of monthly mortgage payments to income.

                        Rating Raised

                     SACO I Trust 2004-1

                                Rating
                                ------
               Class      To              From
               -----      --              ----
               M-2        AAA             A

      Rating Lowered And Removed From Creditwatch Negative

                     SACO I Trust 2004-1

                                Rating
                                ------
               Class      To              From
               -----      --              ----
               B-2        CCC             B/Watch Neg

                       Rating Affirmed

                     SACO I Trust 2004-1

                      Class      Rating
                      -----      ------
                      B-1        BBB


SALTON SEA: S&P Lifts BB+ Rating on $256.8-Mil. Senior Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB-'
from 'BB+' on Salton Sea Funding Corp.'s $256.8 million senior
secured bonds series C, E, and F after an annual review of the
project.

Standard & Poor's also raised its rating on CE Generation LLC's
$400 million senior secured notes to 'BB+' from 'BB-', concomitant
with the raised rating on subsidiary Salton
Sea's debt.

The outlook is stable.

The raised ratings primarily reflect the Oct. 19, 2006 approval by
the California Public Utilities Commission of a settlement with
Southern California Edison), the primary offtaker from Salton Sea.
The settlement provides for a fixed price for energy under the
contracts for a five-year period from May 1, 2007 to April 30,
2012.  The fixed price will be 6.15 cents/kWh, escalated 1%
annually from May 1, 2008.  The current price of 5.37 cents/kWh
will remain in effect through April 30, 2007. These prices result
in about $86 million in additional revenues per year compared to
the current price of 5.37 cents/kWh.  The ratings are removed from
CreditWatch with positive implications, where they were placed on
June 13, 2006 following the
settlement with SCE.

The outlook is stable.

"The settlement also removes the major credit concern for the
project, namely the prospect of a shift to short-run avoided cost
pricing for energy from the project, which would have exposed
power prices to volatile natural gas prices and uncertain market
heat rates in California," said Standard & Poor's credit analyst
Swami Venkataraman.

"This settlement allows Salton Sea to maintain strong coverage
through the maturity of the bonds, even under conservative
short-run avoided cost pricing assumptions after the fixed-price
period ends in May 2012."

Salton Sea is a project-funding vehicle that financed the purchase
and construction of 10 geothermal power projects in Southern
California.  It is a wholly owned subsidiary of Magma Power Co.,
which, in turn, is wholly owned by CE Gen.

CE Gen is owned 50% by MidAmerican Energy Holdings Co. and 50%
by TransAlta USA Inc., a wholly owned subsidiary of TransAlta
Corp.  CE Gen owns and operates the Salton Sea Units I-V and the
partnership projects Vulcan, Del Ranch, Elmore, Turbo, and
Leathers.  The total capacity of these projects is about a net 327
MW.


SECURITIZED ASSET: Moody's Rates Class B-4 Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Securitized Asset Backed Receivables LLC
Trust 2006-WM3 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by WMC Mortgage Corp originated
adjustable-rate and fixed-rate first and second-lien subprime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, an interest rate swap
agreement and an interest rate cap agreement.

Moody's expects collateral losses to range from 4.55% to 5.15%.

Barclays Capital Real Estate Inc., dba HomEq Servicing, will
service the loans. Moody's has assigned an SQ1- rating to Barclays
as a primary servicer of subprime first lien loans.

These are the rating actions:

   * Securitized Asset Backed Receivables LLC Trust 2006-WM3

   * Mortgage Pass-Through Certificates, Series 2006-WM3

                    Class A-1, assigned Aaa
                    Class A-2, assigned Aaa
                    Class A-3, assigned Aaa
                    Class M-1, assigned Aa1
                    Class M-2, assigned Aa2
                    Class M-3, assigned Aa3
                    Class M-4, assigned A2
                    Class M-5, assigned A3
                    Class B-1, assigned Baa1
                    Class B-2, assigned Baa2
                    Class B-3, assigned Baa3
                    Class B-4, assigned Ba1

Class B-4 has been sold in a privately negotiated transaction
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under rule 144A.


SHOSHONE SILVER: Williams & Webster Raises Going Concern Doubt
--------------------------------------------------------------
Shoshone Silver Mining Co. Inc. filed its financial statements for
the year ended Dec. 31, 2005 with the Securities and Exchange
Commission on Dec. 4, 2006.

Williams & Webster, PS, in Spokane, Washington, raised substantial
doubt about Shoshone Silver Mining Company Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2005 and 2005.  The
auditing firm pointed to the company's significant operating
losses.

Shoshone Silver Mining Company Inc. reported an $84,681 net loss
on $1,373 of revenues for the year ended Dec. 31, 2005, compared
with a $567,085 net loss on $131,249 of revenues for the prior
year.  None of the company's properties are in production, and
consequently the company reported zero operating income.

The decrease in net loss is primarily due to the $566,000 decrease
in operating expenses and the $54,000 increase in net gain on sale
of securities.

At Dec. 31, 2005, the company's balance sheet showed $1.3 million
in total assets, $1,461 in total liabilities, and $1.3 million in
total stockholders' equity.

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?1756

                       About Shoshone Silver

Headquartered in Idaho's Silver Valley, Shoshone Silver Mining
Company Inc. (Other OTC: SHSH.PK) --
http://www.shoshonesilvermining.com/-- has a core portfolio of
silver projects in North Idaho's Lakeview District supplemented by
a silver project in Mexico's historic Zacatecas Silver district
and a variety of platinum group metal, gold and uranium projects
located in the western United States.

Shoshone Silver Mining operated its three Lakeview District Mines
and Lakeview Mill successfully producing silver, gold and base
metals for much of the two decades following the company's
founding in 1969.  As silver prices declined into the early
1990's, Shoshone closed much of its production and shifted its
policy towards acquiring new properties and diversifying its
interest.

The company's activities have been limited to exploring and
acquiring rights to explore properties which the company believes
are prospective for platinum group metals.  None of the company's
properties are in production.


SIERRA PACIFIC: Offers for Up To $110 Million of Sr. Notes Expire
-----------------------------------------------------------------
Sierra Pacific Resources disclosed the expiration of its tender
offers for up to $25 million in aggregate principal amount of its
outstanding 7.803% Senior Notes due 2012 and up to $85 million in
aggregate principal amount of its outstanding 8.625% Senior Notes
due 2014.  A total of $25,308,000 in aggregate principal amount of
the 7.803% Senior Notes and $130,415,000 in aggregate principal
amount of the 8.625% Senior Notes were tendered prior to 12:00
midnight, New York City time, on Dec. 14, 2006.  The Company
accepted for purchase $24,972,000 aggregate principal amount of
the 7.803% Senior Notes and $84,961,000 aggregate principal amount
of the 8.625% Senior Notes.  The settlement of the Offers was
completed on Dec. 15, 2006.  All holders that tendered Notes that
were accepted for payment received accrued and unpaid interest up
to, but excluding, Dec. 15, 2006.

Since the principal amount validly tendered and not withdrawn at
the Expiration Time of both series of Notes exceeded the principal
purchase amount of each such series, the company accepted both
series on a pro rata basis as described in the Offer to Purchase
dated Nov. 15, 2006.  The pro ration factor with respect to the
7.803% Senior Notes was approximately 98.8%.  The pro ration
factor with respect to the 8.625% Senior Notes was approximately
65.2%.

Credit Suisse (USA) LLC acted as the exclusive Dealer Manager for
the Offers and Morrow & Co., Inc. served as the Information Agent.

Headquartered in Las Vegas, Nevada, Sierra Pacific Resources
(NYSE: SRP) -- http://www.sierrapacificresources.com/ -- is a
holding company whose principal subsidiaries, Nevada Power Company
and Sierra Pacific Power Company, are electric and electric and
gas utilities, respectively.  Sierra Pacific Resources also holds
relatively modest non-utility investments through other
subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
in connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its Ba2 Corporate
Family Rating for Sierra Pacific Resources to Ba3.


SINGA FUNDING: Moody's Rates $2-Mil. Class D Fixed Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Singa Funding, Ltd.:

   -- Aaa to $600,000,000 Class A1M Floating Rate Notes Due 2046;

   -- Aaa to $260,000,000 Class A1Q Floating Rate Notes Due 2046;

   -- Aaa to $40,000,000 Class A2 Floating Rate Notes Due 2046;

   -- Aaa to $48,000,000 Class A3 Floating Rate Notes Due 2046;

   -- Aa2 to $30,000,000 Class A4 Floating Rate Notes Due 2046;

   -- A2 to $10,000,000 Class B Deferrable Floating Rate Notes
      Due 2046;

   -- Baa3 to $9,000,000 Class C Deferrable Floating Rate Notes
      Due 2046;

   -- Ba2 to $2,000,000 Class D Deferrable Fixed Rate Notes Due
      2046; and,

   -- A3 to $5,000,000 Class Q Notes Due 2046.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The Moody's rating of the Class D Notes addresses only the
ultimate receipt of the principal and the Moody's rating of the
Class Q Notes addresses the ultimate receipt of the Class Q Note
Notional Balance and the Class Q Periodic Interest Rate.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of RMBS Securities and
other Asset-Backed Securities due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

Lion Capital Management Limited will act as the Collateral Manager
for the portfolio of assets.


SEARS CANADA: DBRS Holds Term Facilities' Rating at BB
------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Sears Canada
Inc.'s Revolving Term Facility; Non-Revolving Term Facility; and
Unsecured Debentures at BB.  The trends are now Stable.

The confirmations resolve the Under Review with Developing
Implications status that all the Company's long-term ratings were
placed under on Dec. 5, 2005, when Sears Holdings Corporation
offered to purchase the minority shares of Sears Canada.

Sears Holdings' offer to purchase the minority shares expired Nov.
28, 2006, with Sears Holdings increasing ownership to 70.2% of the
total shares.  As such, the attempt to privatize Sears Canada will
not go forward, reducing DBRS's concerns about the future capital
structure of the business.

Sears Canada has recently presented an improving financial profile
with improved profitability and reduced leverage, however, its
ratings remain constrained by the ongoing
challenges facing the business in the fiercely competitive
retail environment.

DBRS will continue to monitor the ongoing financial strategy at
Sears Canada with a particular emphasis on any transaction which
may result in significant erosion of Sears Canada's current strong
liquidity position.

In addition, DBRS will watch for any sign that recent cost-cutting
at Sears Canada will erode business operations with a particular
regard for any change in key performance areas such as erosion in
the Company's dominant market share in the appliance sector or
deterioration in service levels, which have been an historic
strength.


SEARS HOLDINGS: Earns $196 Million in Quarter Ended October 28
--------------------------------------------------------------
Sears Holdings Corporation reported net income of $196 million for
the third quarter ended Oct. 28, 2006, compared with net income of
$58 million for the third quarter ended Oct. 29, 2005.  Third
quarter results for 2006 include $101 million of income from the
company's investment of a portion of its surplus cash.  Third
quarter fiscal 2006 results also include $6 million of net income
in the form of lower tax expense, related to the resolution of
certain income tax matters related to Kmart Corporation.
Additionally, both the current and prior year third quarter
periods included restructuring charges, $4 million in 2006 and $59
million in 2005.

The company's improved quarterly results reflect increased
operating income, driven primarily by reduced expenses across all
businesses and increased gross margins at both Sears Domestic and
Sears Canada.  Third quarter operating results at both Sears
Domestic and Sears Canada improved relative to the same quarter
last year, while operating results at Kmart declined due to lower
sales levels and gross margins, partially offset by reduced
expenses.

"We continue to manage our costs effectively as we make the
changes necessary to become a customer-driven organization," said
Aylwin Lewis, Sears Holdings' chief executive officer and
president.  He added, "We are excited to enter the holiday sales
period with the products we believe our customers want and an
approach that focuses our entire organization in support of our
stores in delivering superior customer service across all our
businesses and formats."

For the quarter, domestic comparable store sales declined 3% in
the aggregate, with Sears Domestic comparable store sales
declining 4.8% and Kmart comparable store sales declining 0.7%.
The comparable store sales declines at both Kmart and Sears
Domestic reflect the impact of increased competition and lower
transaction volumes.  At Kmart, comparable store sales declined
across a number of categories, including home goods, hardlines,
food and consumables, and general merchandise, partially offset by
increased comparable store sales within apparel and pharmacy.  At
Sears Domestic, comparable store sales declined across most
categories and formats, with more pronounced sales declines within
both the home fashion and lawn and garden categories.  These
declines were partially offset by pronounced sales increases in
women's apparel, reflecting what the company believes are improved
assortments in this business relative to last year.  Last year,
Sears Domestic modified its apparel assortment to a more "fashion
forward" offering, which was not successful and led to significant
sales declines within Sears Domestic's apparel business during the
second half of fiscal 2005.

Total revenues declined $300 million to $11.9 billion for the 13
weeks ended Oct.   28, 2006, as compared to total revenues of
$12.2 billion for the 13 weeks ended October 29, 2005.  Sears
revenues declined $100 million as compared to the third quarter
last year, primarily reflecting the impact of comparable store
sales declines, partially offset by an increase in the total
number of Sears Full-line stores in operation, resulting mainly
due to conversions from the Kmart format.  Total revenues at Kmart
declined $200 million as compared to the prior year period,
primarily reflecting a reduction in the total number of Kmart
stores in operation and, to a lesser degree, the impact of
comparable store sales declines.

Operating income was $276 million for the 13 weeks ended Oct. 28,
2006, as compared to $119 million for the 13 weeks ended Oct. 29,
2005.  Operating income in the third quarter of last year was
negatively impacted by $59 million in restructuring charges at
Sears Canada and Kmart as compared with $4 million in such charges
at Kmart in the current year quarter.  Excluding the impact of
these charges, prior year third quarter operating income was $178
million.  In addition to the above-noted impact of lower
restructuring charges, reduced selling and administrative expenses
and increased total gross margin dollars also favorably impacted
overall operating income in the current year quarter.

                         Financial Position

The company had cash and cash equivalents of $2.1 billion at Oct.
28, 2006 as compared to $1.2 billion at Oct. 29, 2005 and $4.4
billion at Jan. 28, 2006.  During the current quarter, cash and
cash equivalents declined $1.6 billion from the $3.7 billion
balance at the end of the second quarter.

Approximately $1.1 billion of that decrease was due to cash
being used to build inventories for the holiday selling season.
Other cash uses in the quarter included $289 million for share
repurchases, $267 million for pension contributions, debt
repayments of $258 million and $153 million of capital
expenditures.

Merchandise inventories at Oct. 28, 2006 were approximately
$11.5 billion, as compared to $10.8 billion as of Oct. 29, 2005.
The increase reflects planned increases due to earlier receipt of
product, the expansion of product assortment this year and
increases in apparel and other merchandise categories where the
company believes business trends support higher inventory levels.
Merchandise payables were $4.2 billion at Oct. 28, 2006, as
compared to $4.3 billion as of Oct. 29, 2005.

As the result of resolving certain tax matters during the third
quarter of 2006 pertaining to the bankruptcy of Kmart Corporation,
a predecessor operating company of Kmart, the company recorded
approximately $104 million of deferred tax assets with an
offsetting credit recorded to capital in excess of par value.

During the third quarter of 2006, the company repurchased
approximately 2 million common shares at a total cost of $289
million, or an average price of $141.89 per share.  As of Oct. 28,
2006, the company had remaining authorization to repurchase $618
million of common shares under its existing share repurchase
program approved by the board of directors.

At Oct. 28, 2006, the company's balance sheet showed $30.5 billion
in total assets, $18.8 million in total liabilities, and $11.6
billion in total stockholders' equity.

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?175c

                        About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is
the nation's third largest broadline retailer with approximately
3,800 full-line and specialty retail stores in the United States
and Canada.  Sears Holdings is the leading home appliance retailer
as well as a leader in tools, lawn and garden, home electronics
and automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands.  It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.  The company is the nation's largest provider of home
services, with more than 13 million service calls made annually.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family Rating
for Sears Holdings Corporation, and its Baa3 rating on the
company's $4 billion Sr. Sec. Revolving Credit Facility.
Additionally, Moody's assigned an LGD2 rating to the facility,
suggesting creditors will experience a 24% loss in the event of a
default.

As reported in the Troubled Company Reporter on June 23, 2006,
Standard & Poor's Ratings Services revised its outlook on Sears
Holdings Corp. to stable from negative.  All ratings, including
the 'BB+' corporate credit rating, and the 'B-1' short-term rating
for Sears Roebuck Acceptance Corp., are affirmed.

As reported in the Troubled Company Reporter on Jun 22, 2006,
Fitch affirms its ratings of Sears Holdings Corporation including
its Issuer Default Rating (IDR) at 'BB'; Senior notes at 'BB'; and
Secured bank facility at 'BBB-'.


SMG ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SMG Entertainment, Inc.
        dba Scores
        dba Scores Miami
        533 West 27th Street
        New York, NY 10001

Bankruptcy Case No.: 06-12989

Chapter 11 Petition Date: December 11, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Joseph Corneau, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Gunster, Yoakley & Stewart                  $57,662
Phillips Point, Suite 500 East
777 South Flagler Drive
West Palm Beach, FL 3340

Red Uniform                                  $7,012
475 Oberlin Avenue South
Lakewood, NJ 08701-6904

Soroka's International, Inc.                 $5,600
1233 Stirling Road, Suite 8A
Dania, FL 33004

Mandalay Bay                                 $5,174

Stewart M. Jacobsen                          $4,885
1717 Southwest 1st Way, Bay 13
Deerfield, FL 33441

AICCO                                        $3,285

City of North Miami Beach                    $2,418

Elite Tent Company                           $1,685

BMI                                          $1,600

Bell South                                   $1,105

Bar Plex                                       $886

Michael's Landscaping Service                  $796

Orkin                                          $643

The Match Group                                $560

Premier Beverage Company                       $551

Spinnaker Marina, Ltd.                         $542

Peachtree Checks & Forms                       $541

Sassafras Cigarette & Cigar Group, Inc.        $539

Florida Department of Financial Services       $505

Marketing Magic                                $500


SOLUTIA INC: Receives Commitment for $1.075 Billion DIP Financing
-----------------------------------------------------------------
Solutia Inc. has received a fully underwritten commitment for
$1.075 billion of debtor-in-possession financing, maturing
March 31, 2008.  This represents a $250 million increase and
a one-year extension over Solutia's current DIP financing.
The increased availability under the DIP financing provides
Solutia with further liquidity for operations and the ability
to fund mandatory pension payments that come due in 2007.

The agreement also allows for Solutia to purchase Akzo Nobel's
stake in Flexsys, the 50%/50% joint venture between Azko Nobel and
Solutia.  As reported in the Troubled Company Reporter on Dec. 20,
2006, Solutia 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.

To facilitate the Flexsys acquisition, up to $150 million of
additional funds could be raised under this DIP financing through
an accordion feature, bringing the total to $1.225 billion.  The
DIP financing can be repaid by Solutia at any time without
prepayment penalties.

Citigroup is acting as lead arranger.

This amendment requires the approval of the U.S. Bankruptcy Court
for the Southern District of New York.

                         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.


SOS REALTY: Files Disclosure Statement in Massachusetts
-------------------------------------------------------
SOS Realty LLC delivered to the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, on December 14, a
disclosure statement relating to its Joint Plan of Reorganization
with The Geneva LLC.

Prior to March 2006, The Debtor and Geneva were part of a group
involved in the DNH Voting Trust.  Following a dispute over the
management of the DNH Trust, the trust members agreed on the
dismantling of the Trust.  The settlement provided, among other
things, for each member assuming responsibility for continuation
and completion of their projects.  The settlement was intended to
be an equitable sharing of the assets pledged to the DNH Trust and
the liabilities associated with these assets.

The Debtor is one of five related entities and individuals in
bankruptcy proceedings before the Bankruptcy Court.  Geneva filed
a voluntary Chapter 11 bankruptcy petition on June 15, 2006
(Bankr. D. Mass. Case No. 06-11854-JNF).  655 Corporation filed a
voluntary Chapter 11 bankruptcy petition on Sept. 1, 2006 (Bankr.
D. Mass. Case No. 06-13020-JNF).  Georgette O. Clements filed a
voluntary Chapter 11 bankruptcy petition on Aug. 2, 2006.  BLJ
Realty LLC filed a voluntary bankruptcy petition on Sept. 28, 2006
(Chapter 11 Case No. 06-13415).  While the cases are related due
to the fact that all of the parties and properties were previously
involved in the development group, they are not jointly
administered nor substantively consolidated.

                         Plan Overview

The Debtor owns a partially completed condominium development,
known as the Washington Grove Condominiums, located at 5168-70
Washington Street and 11 Cheriton Road in West Roxbury
Massachusetts.  Since filing for bankruptcy, the Debtor has
obtained debtor-in-possession financing, with up to $4 million
available, in order to complete construction of the project.

The Plan contemplates the completion of the construction and sale
of all unsold condominium units.  In summary, the Plan provides
for payment in full to holders of Allowed Administrative Expense
Claims, Allowed Professional Fee Claims, Allowed Priority Tax
Claims, Allowed Secured Claims of Framingham Co-operative Bank and
LBM Financial LLC on account of its debtor-in-possession loan, and
a distribution to Allowed General Unsecured Claims estimated to be
approximately 10% of the Allowed General Unsecured Claims.

Payments under the Plan will be funded through:

      -- the completion and sale by the Debtor, in the ordinary
         course of business, of the unsold units and unsold
         parking spaces on the condominium;


      -- a Third Party Plan Proponent Contribution; and

      -- the prosecution, compromise or other liquidation of the
         avoidance actions transferred to a Creditors' Trust to be
         created pursuant to the Plan.

                       Treatment of Claims

The City of Boston's allowed secured claim will be paid in full.
Payment to the city will include accrued interest at a rate agreed
upon by the Cit and the Debtor or as determined by Court.

Framingham Cooperative's $5,698,645 secured claim will also be
paid in full.

In full and complete satisfaction and discharge of the $4,000,000
LBM Financial DIP claim, the holder will receive, after the
payment in full of Framingham and the City of Boston, the net
proceeds from the sale of the Debtor's assets, until paid in full.
LBM Financial's prepetition secured claim will also be paid in
full.

The Debtor intends to object to Kelly Roofing's $60,000 claim, PAD
Construction, Inc.'s $18,000 claim and Stock Building Supply's
$478,194 claim on various grounds, including, among others, that
any security interest is avoidable under certain provisions of the
Bankruptcy Code, and that, as of the Petition Date, there was no
value in the Collateral securing the creditors' claims.  To the
extent any of these claims are allowed, it will be treated as a
general unsecured claim.

Holders of general unsecured claims, estimated to total $1,100,000
to $1,700,000 will get a pro rata share of the Plan Funding until
paid in full.

All equity interests will be deemed cancelled on the effective
date and new equity interests will be issued to the Third Party
Plan Proponent in exchange for his contribution.

A copy of the Disclosure Statement is available for a fee at:

http://www.researcharchives.com/bin/download?id=061219204454

Based in West Roxbury, Massachusetts, SOS Realty LLC, owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on
May 11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L.
Hertz, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


STANLEY-MARTIN: Moody's Pares Corp. Family Rating to B2 from B1
---------------------------------------------------------------
Moody's Investors Service lowered Stanley-Martin Communities,
LLC's ratings, including its corporate family rating to B2 from B1
and its probability of default rating to B2 from B1.  The rating
on the company's senior sub notes was confirmed at B3.

The ratings outlook is stable.

The downgrade was triggered by the company's continuing to build
inventory and generate negative cash flow, by Moody's expectation
that headroom under the company's interest coverage covenant will
continue to narrow, and by the company's failure to reduce its
debt leverage in line with Moody's expectations.

When Moody's first rated the company in July 2005, we expected the
company to reduce its debt to capitalization to close to 60% in a
timely fashion.  The confirmation of the B3 rating on the senior
sub notes reflects that there is no additional debt above the
senior sub notes in the capital structure that would push its
rating down further.

The stable outlook reflects Moody's expectation that the company
will continue to generate modestly negative free cash flow in the
coming year and that debt leverage will stay in the 70's%.

Stanley-Martin's ratings are constrained by the company's
relatively small size and scale as well as limited geographic
reach and product diversity.  Stanley-Martin conducts its
operations in the Washington, D.C. market, with homebuilding
revenues of around $200 million.  This geographic concentration
and relatively small size make the company more susceptible to the
downturn in the housing industry than its more geographically
diversified and larger competitors.

The ratings are also constrained by the company's lot supply that
as of Sept. 30, 2006 was 10.3 years.  In July 2005, the company's
lot supply was around 5.5 years.

At the same time, the company's ratings recognize its conservative
speculative building practices and relatively high, although
declining, margins.  For nine months ended
Sept. 30, 2006, the company's homebuilding gross margin stood at
27.1%.

Going forward, the outlook or ratings would be pressured if the
company were to become more heavily free cash flow negative in
2007 than Moody's expects, if covenant compliance became
problematic, or if the company's debt to capitalization reached
80% in 2007.

The outlook and ratings could benefit by a strengthening of the
company's free cash flow generation and a permanent reduction in
its debt leverage metric to well below 70%.

These ratings were changed:

   -- Corporate Family Rating lowered to B2 from B1;

   -- Probability of Default Rating lowered to B2 from B1;

   -- $150 million of senior subordinated notes due 2015
      confirmed at B3; and,

   -- Loss-Given-Default assessment and rating lowered to LGD5,
      77%, from LGD 5, 76%

Speculative grade liquidity rating confirmed at SGL-3.

Headquartered in Reston, Virginia Stanley-Martin is one of the
largest private homebuilders in the Washington, D.C. metropolitan
area.  The company designs and builds single-family homes and town
homes geared to the entry level and first- and second-time move up
buyers.  Homebuilding revenues for FYE 2005 were approximately
$251 million.


STEINWAY MUSICAL: Selected as Lead Bidder in Woodwind Auction
-------------------------------------------------------------
Steinway Musical Instruments, Inc., has been named the lead bidder
in the auction for bankrupt music retailer The Woodwind & The
Brasswind.

The Woodwind & The Brasswind filed for Chapter 11 bankruptcy
protection in November after losing a lawsuit.  In a court order,
a judge appointed Steinway's bid of approximately $40 million as
the stalking-horse bid for the auction scheduled for Jan. 24,
2007.  In order to ensure that creditors recover as much as
possible, companies selling their assets while operating under
Chapter 11 protection must submit to an auction even when there is
a buyer available.

"The Woodwind & The Brasswind was a growing, profitable business
before its recent issues," Dana Messina, CEO of Steinway Musical
Instruments, commented.  "There is a great deal of work to do
between now and the auction, but we believe this is an undervalued
asset which can add to the profitability of our company."

"The Woodwind & The Brasswind will continue to be an industry
competitor regardless of who owns it," John Stoner, President of
Steinway's Conn-Selmer band instrument division, noted.  "We feel
that we are in a unique position to enhance the business model of
our existing dealers through this acquisition."

               About The Woodwind & The Brasswind

Headquartered in South Bend, Indiana, Dennis Bamber, Inc. dba The
Woodwind & The Brasswind sells musical instruments through its
retail store, catalogs and Internet sites.  The company filed for
chapter 11 protection on Nov. 21, 2006 (Bankr. N.D. Ind. Case No.
06-31800).  Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd.,
in Chicago, Illinois, represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $1 million and $100 million.

               About Steinway Musical Instruments

Steinway Musical Instruments, Inc. (NYSE: LVB), through its
Steinway and Conn-Selmer divisions, manufactures musical
instruments.  Its notable products include Bach Stradivarius
trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc
clarinets, King trombones, Ludwig snare drums and Steinway & Sons
pianos.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Standard & Poor's Ratings Services placed its ratings for Steinway
Musical Instruments Inc., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. consumer products sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Steinway
Musical Instruments, and downgraded its Ba3 rating to B1 on the
company's $175 million senior unsecured notes.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders will experience a 64% loss in the event of a default.


STONE ENERGY: S&P's Neg. Watch on Corp. Credit Rating Continues
---------------------------------------------------------------
Standard & Poor's Ratings Services reported that its 'B+'
corporate credit rating on Stone Energy Corp. remains on
CreditWatch with negative implications after the company's report
that its board of directors had approved and endorsed a strategic
plan to refocus on exploiting Gulf of Mexico exploitation
properties.

In addition, the company reported that it could sell select
properties in the Rockies and Gulf of Mexico to reduce debt.
Stone's board has also determined that it will not actively seek a
merger partner at this time.

The report comes after the termination of Stone's previous merger
agreement with Energy Partners Ltd. in October 2006.

The CreditWatch negative listing reflects the likelihood that
ratings could be either lowered or affirmed in the near term.

"We expect to resolve the CreditWatch in the near term following a
meeting with management to discuss Stone's new strategic direction
as well as gain greater clarity with regards to the magnitude of
debt reduction that could occur in 2007," said Standard & Poor's
credit analyst Jeffrey Morrison.

Standard & Poor's also said that it is concerned about the
company's leverage on a per barrel basis, which has materially
worsened over the past 18 months.  This increased leverage is
largely the result of the company's debt-financed acquisition of
additional interests in Mississippi Canyon Blocks 108 and 109 in
2006 and the adverse effects of 2005 reserve write-downs.


SUNSET BRANDS: Posts $9.1 Million Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Sunset Brands Inc. incurred a $9.1 million net loss on
$3.9 million of net revenues for the three months ended Sept. 30,
2006, compared with a $3.2 million net loss on zero revenues for
the same period in 2005.

The company's balance sheet at Sept. 30, 2006, showed
$11.3 million in total assets and $20.3 million in total
liabilities resulting in an $8.9 million stockholders' deficit.
The company's accumulated deficit stood at $31.9 million at
Sept. 30, 2006.

As of Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $2.3 million in total current assets
available to pay $14.7 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1769

                         IBF's Acquisition

On Oct. 23, 2006, IBF Liquidating Fund LLC acquired all rights,
title and interests in the company's note and revolving credit
facility with CapitalSource Finance LLC.  Later, IBF Liquidating
filed an emergency motion in the U.S. Bankruptcy Court for the
Southern District of New York seeking a temporary restraining
order against the company and all persons acting on its behalf
from taking any actions on U.S. Mills' behalf, or with respect to
U.S. Mills' property or that may interfere in any way with IBF
Liquidating Fund LLC's exercise of its contractual rights with
respect to U.S. Mills, including its rights to replace U.S. Mills'
board of directors or IBF Liquidating Fund LLC's efforts to sell
the U.S. Mills business.  In addition, that the company be
required to seek approval of the Court prior to taking any actions
on behalf of U.S. Mills or in respect of any property of U.S.
Mills.  The company chose not to oppose the motion and the
requested preliminary injunction was granted on Oct. 30, 2006.
The company is currently in settlement discussions with IBF
Liquidating Fund LLC and is cooperating on the potential sale of
the U.S. Mills business.

The company was previously in default of several financial
covenants under the Credit Agreement and, accordingly, $8,066,667
of long-term notes payable have been classified as current
liabilities.  On June 7, 2006, the company entered into a
Forbearance and Amendment agreement with CapitalSource whereby
CapitalSource agreed to forbear from exercising its rights and
remedies under the previously executed loan agreements through
Aug. 28, 2006 or upon the occurrence of any event of default other
than the existing forbearance defaults.  In addition,
CapitalSource agreed to amend and restate the financial covenants.
At Sept. 30, 2006, the company was in compliance with the
financial covenants of the loan agreement.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 27, 2006,
Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about Sunset Brands, 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 losses from operations,
negative cash flows, and working capital and accumulated
deficiencies.

                       About Sunset Brands

Based in Los Angeles, California, Sunset Brands, Inc. --
http://www.sunsetbrands.com/-- intends to capitalize on the
growing demand for healthy foods.  The Company wants to become a
category leader in this field through expanded marketing of
existing products under brands owned or licensed by US Mills and
the introduction of new products.  US Mills, Inc., sells natural,
organic and specialty ready-to-eat cereals, hot cereals, cookies
and crackers.  US Mills sells five brands -- Uncle Sam Cereal,
Erewhon, New Morning, Farina, and Skinner's Raisin Bran -- in all
50 states, Canada, and Puerto Rico.


SWIFT & COMPANY: Moody's Places Ratings on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Swift & Company's B3 senior
unsecured rating, its Caa1 senior subordinated rating, and B2
corporate family rating under review for possible downgrade.

The review for downgrade was prompted by the continuing challenges
in the US beef industry, and the possibility that these challenges
could slow Swift's ability to improve its operating performance
and restore its debt protection measures to levels acceptable for
its current rating.

The review will focus on the company's ability to improve
operating performance and reduce debt in the near term, and to
maintain its financial flexibility in the light of continued
challenging industry conditions.

It will also focus on the impact -- if any -- that recent raids on
Swift facilities by the US Immigration and Customs Enforcement
Bureau and related temporary plant disruptions and slowdowns will
have on Swift's operating performance and future labor profile and
cost structure.

Ratings placed under review for possible downgrade:

   -- Corporate family rating at B2;
   -- Probability of default rating at B2;
   -- Senior unsecured notes at B3, LGD4, 61%; and,
   -- Senior subordinated notes at Caa1, LGD5, 77%.

Swift & Company, headquartered in Greeley, Colorado, is a major
processor of beef and pork, with operations in the US and
Australia.


TECH DATA: Earns $9.6 Million in Quarter Ended October 31
---------------------------------------------------------
Tech Data Corp. reported net sales for the third quarter ended
Oct. 31, 2006 of $5.4 billion, an increase of 7 percent from
$5.1 billion in the third quarter of fiscal 2006.

The company recorded net income of $9.6 million for the third
quarter ended Oct. 31, 2006.  This compares to net income of
$23 million, including income from discontinued operations of
$1 million, for the prior-year period.  Third-quarter results for
fiscal 2007 include $6.1 million of restructuring charges and
$2.8 million of consulting costs related to the company's EMEA
(Europe, Middle East and export sales to Africa) restructuring
program launched in May 2005.  Excluding these charges and costs,
net income on a non-GAAP basis for the third quarter of fiscal
2007 totaled $18 million.  Results for the third quarter of fiscal
2006 included $4.8 million of restructuring charges and $3.2
million of consulting costs.  Excluding these charges and costs,
net income on a non-GAAP basis for the third quarter of fiscal
2006 totaled $30.7 million, including $1 million in income from
discontinued operations.

"The third quarter results exceeded our expectations, driven by
revenue growth in EMEA and solid performance in the Americas,"
said Robert M. Dutkowsky, Tech Data's chief executive officer.
"The conclusion of our EMEA restructuring program will allow us to
focus more intently on new opportunities with our business
partners and customers."

Gross margin for the third quarter of fiscal 2007 was 4.56
percent of net sales compared to 4.95 percent in the third
quarter of fiscal 2006.  The year-over-year decline in gross
margin was primarily attributable to a more challenging market
environment and the related competitive margin conditions in
both regions.

Selling, general and administrative expenses were $209.3 million
including $2.1 million in stock-based compensation, compared to
$203.7 million in the third quarter of fiscal 2006.  Excluding the
$2.8 million of consulting costs incurred in the EMEA region
during the third quarter of fiscal 2007, SG&A totaled $206.5
million.  This compares to SG&A of $200.5 million, excluding $3.2
million of consulting costs incurred in the EMEA region.  As a
percentage of net sales, the year-over-year decline in SG&A is
primarily attributable to productivity improvements and cost
saving initiatives.

For the third quarter of fiscal 2007, operating income was
$32.1 million.  This compared to operating income of $42.5 million
in the third quarter of fiscal 2006.  On a non-GAAP basis,
excluding restructuring charges and consulting costs of
$9 million, operating income for the third quarter of fiscal 2007
was $41.0 million.  This compares to operating income on a non-
GAAP basis of $50.5 million in the same period last year,
excluding restructuring charges and consulting costs of $8.0
million.

                     EMEA Restructuring Program

In the third quarter of fiscal 2007, the company completed its
restructuring program in the EMEA region.  The program and related
actions were designed to better align the EMEA operating cost
structure and improve overall operating efficiencies.  The company
recorded $6.1 million of charges during the third quarter of
fiscal 2007 related to the program, comprised of $4.8 million in
workforce reductions and $1.3 million in facility costs.  Since
initiating the EMEA restructuring program in May 2005, the company
has recorded a total of $54.7 million in restructuring charges.

Founded in 1974, Tech Data Corporation (NASDAQ GS:TECD) --
http://www.techdata.com/-- is a leading distributor of IT
products, with more than 90,000 customers in over 100 countries.
The company's business model enables technology solution
providers, manufacturers and publishers to cost-effectively sell
to and support end users ranging from small-to-midsize businesses
to large enterprises.  Tech Data is ranked 107th on the FORTUNE
500(R).

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's Investors Service assigned a Ba2 rating to Tech Data
Corporation's proposed offering of up to $350 million convertible
senior notes due 2026 and affirmed the company's Ba1 corporate
family rating and Ba1 probability of default rating.


TEEKAY SHIPPING: Moody's Pares Corporate Rating to Ba2 from Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Teekay
Shipping Corporation

   -- Corporate Family to Ba2 from Ba1; and,
   -- senior unsecured to Ba3 from Ba2.

Moody's also affirmed the SGL-2 Speculative Grade Liquidity
rating.

The rating outlook was changed to negative.

These actions resolve the review for downgrade of all ratings
initiated on Sept. 5, 2006.

The lower Corporate Family rating reflects the weakening of credit
metrics from the primarily debt-financed acquisition of a majority
interest in Petrojarl ASA, and from ongoing payments to shipyards
as construction on the substantial order book progresses during a
period of expected lower earnings due to softening of tanker spot
rates.

Teekay's credit metrics are at levels that align to the single-B
category under Moody's Global Shipping Rating Methodology;
Retained Cash Flow to Net Debt declined to 14.7%, Debt to EBITDA
increased to 6.0x and EBIT to Interest declined to 2.1x since Dec.
31, 2005.

However, Teekay's large size, diverse fleet, of which
approximately 55% is committed to long-term fixed-rate contracts
with large-petroleum company customers, strong EBIT margins, solid
liquidity and the generation of substantial operating cash flow,
balance the weaker metrics and support the Ba2 Corporate Family
rating.  The lowered ratings also reflect the recent financial
policies of Teekay, which in Moody's view, have prioritized
returns to equity-holders rather than to debt-holders.

Teekay repurchased over $700 million of shares, primarily with
proceeds of sales of vessels, during the up-cycle rather than de-
lever.  Consequently, the capital structure is highly leveraged as
the outlook for the spot tanker market weakens.  Further, the
creation of two Master Limited Partnerships has complicated the
company's organization and capital structures.

Moody's expects total debt of Teekay to be approximately
$6.5 billion after funding the purchase of approximately 64% of
the outstanding shares of Petrojarl ASA, a provider of FPSO
vessels in the North Sea.  The tender offer price implied an
approximate $1.1 billion enterprise value of Petrojarl, and a low
double digit multiple of EBITDA, based on reported EBITDA of about
$60 million in the first nine months of 2006.

Moody's believes that the entry into this capital intensive
sector, while increasing diversification of revenues, increases
Teekay's operating risk profile.  As well, Moody's anticipates
increased competition in the global FPSO sector due to the recent
heightened focus on this market as a potential source of growth.

The negative outlook reflects Moody's expectation that credit
metrics could face further pressure over the next 12 to 18 months
due to on-going progress payments to shipyards for newbuildings
and the potential of lower earnings by the spot tanker segment due
to expected weakening of spot tanker rates.  The ratings may be
downgraded if Retained Cash Flow to Net Debt declines to below
10%, if Debt to EBITDA is sustained above 6.0x or if EBIT to
Interest is sustained below 1.7x.  The ratings may be upgraded if
Retained Cash Flow to Net Debt is sustained above 15% or if the
company becomes free cash flow positive and can sustain a lower
debt level.  Debt to EBITDA below 5.0x or EBIT to Interest above
3.0x could also result in an upgrade.

The senior unsecured rating is one notch below the corporate
family rating, to reflect the effective subordination of the
senior unsecured notes, that are issued by Teekay but that do not
benefit from upstream guarantees of Teekay's subsidiaries.

Downgrades:

   * Teekay Shipping Corporation

      -- Corporate Family Rating, Downgraded to Ba2 from Ba1

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to
         Ba3 from Ba2

Outlook Actions:

   * Teekay Shipping Corporation

      -- Outlook, Changed To Negative From Rating Under Review

Teekay Shipping Corporation, a Marshall Islands corporation
headquartered in Nassau, Bahamas, having its main operating office
in Vancouver, Canada, operates a fleet of 151 owned, chartered-in
or managed crude, refined products, LNG, LPG and FPSO vessels,
including 26 newbuildings on order.


TEREX CORPORATION: Moody's Holds Corporate Family Rating at Ba3
---------------------------------------------------------------
Moody's Investors Services affirmed the debt ratings of Terex
Corporation:

   -- corporate family rating at Ba3;
   -- senior secured bank credit facility Ba1, LGD2, 22%; and,
   -- senior subordinate notes B1, LGD5, 76%.

The speculative grade liquidity rating is upgraded to SGL-1 from
SGL-2.

The outlook is stable.

Moody's said that Terex's Ba3 corporate family rating reflects the
company's leading competitive position in the global construction
equipment markets.  The company is also benefiting from robust
demand in its end markets including the
non-residential construction and mining industries.

"Terex is benefiting from the replacement and expansion of
equipment rental fleets and the global demand for construction,
mining and infrastructure equipment," Moody's analyst Peter Doyle
said.

Additionally, Terex continues to gain from its cost reduction
initiatives.  Credit metrics have also improved with interest
coverage reaching 5.0x and debt/EBITDA falling to 2.1x through LTM
September 2006.  These metrics will strengthen further once the
company completes the anticipated call of its $200 million
9 % Sr. Sub. Notes during mid-January 2007.  The B1, LGD5, 76%
rating on this debt instrument will be withdrawn once these notes
are called.

The stable outlook reflects Moody's expectations that Terex's debt
protection measures will continue to improve as a result of the
robust demand in Terex's end markets and the prudent financial
policies being embraced by management.

The key risk that Terex will continue to face is the cyclicality
in the company's end markets and the potential widening of the
Securities and Exchange Commission and US Department of Justice
investigations.  Should the SEC and DOJ investigations be resolved
without materially adverse implications for the company, there
would be potential for improvement in the company's rating
outlook.

Notwithstanding these risks, Moody's anticipates that Terex will
be able to weather future cyclical downturns much better than in
the past due to its expanding product offerings, an improving
balance sheet, and a commitment to maintain ample liquidity.

The SGL-1 Speculative Grade Liquidity Rating anticipates that the
company will maintain a very good liquidity profile over the next
12-month period.  Moody's expectation is that Terex's solid
operating cash flow generation combined with about $554 million
available under its committed revolving credit facility and about
$428 million in cash at the end of September 2006 should be
sufficient to fund the company's normal operating requirements,
capital spending and projected debt amortization and calls over
the next 12 months.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer of construction, infrastructure
and surface mining equipment.


TEXAS WESLEYAN: Moody's Retains Ba2 Rating on Series 1997A Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating on Texas
Wesleyan University's Series 1997A bonds, with $7.7 million
outstanding.

The rating outlook is stable.

Strengths:

   -- Rebounding enrollment, reaching 2,700 full-time equivalent
      students for Fall 2006 after dipping to a low of
      2,235 students in 2004 due to accrediting scrutiny in the
      earlier part of the decade.  All accrediting issues are now
      resolved.  Located in Fort Worth, approximately half of
      Texas Wesleyan's students are undergraduates, with the
      remaining students at the law school and in some graduate
      programs.  A significant portion of TWU's undergraduate
      enrollment is derived from transfer students.

   -- Law school in Fort Worth continues to generate growing
      enrollment and positive financial results, now contributing
      notably to the University's credit profile, although the
      purchase of the law school in the 1990s, and subsequent
      investment to attain accreditation led to the University's
      currently weak financial condition.

   -- Multi-year trend of improving operational performance and
      strengthening cash flow, driven by good tuition revenue
      growth and close expense monitoring.  The University
      achieved a 5% operating margin and 12.6% operating cash
      flow margin in 2006, resulting in 2.4x coverage of
      annual debt service requirements.

   -- Management team is highly focused on generating positive
      operating results, given limited financial reserves, and on
      rebuilding liquidity.  University plans to retain all
      unrestricted gifts rather than using for operations and has
      limited endowment spending to a fixed rate of $2.5 million
      until liquidity is improved.

Challenges:

   -- University has no unrestricted financial resources and
      would be highly vulnerable to any enrollment declines or
      unexpected expense spikes.  Total financial resources are
      in excess of $30 million, but all funds are externally
      restricted.

   -- TWU faces strong competition from multiple public
      universities and community colleges in the area, many of
      which are investing in smaller class sizes and facilities
      and becoming more attractive choices themselves.  High
      reliance on student charges leads to need for careful
      enrollment and financial aid management.  University of
      North Texas is discussing opening a law school in the area-
      such action would likely take multiple years but could be a
      competitive threat if it occurs.

   -- Continued need for capital investment to enhance the appeal
      of the campus and remain competitive.  University currently
      does not plan on any additional borrowing but rather to
      fund projects through gifts and operations.  Residence
      facility financed by $6.5 million private placement in 2003
      is open and reportedly generating positive cash flow.

Outlook:

The stable outlook is based on the College's enrollment rebound
and positive operating performance, offset by no financial
reserves.

What could change the rating-up

Improvement in the College's liquidity position.

What could change the rating-down

Enrollment declines or operating deficits.

Key data and ratios:

   -- Total Enrollment: 2,696 full-time equivalent students
   -- Total Debt: $20.8 million
   -- Total Resources: $30.0 million
   -- Unrestricted Resources to Debt: 0.0x
   -- Unrestricted Resources to Operations: 0.0x
   -- Total Resources per Student: $11,497
   -- Average Actual Debt Service Coverage: 2.1x


TIMKEN CO: Sells Automotive Steering Biz to DriveSol Worldwide
--------------------------------------------------------------
The Timken Company has completed the sale of its automotive
steering business, which operates facilities in Watertown,
Connecticut, and Nova Friburgo, Brazil, to DriveSol Worldwide,
Inc.  Terms of the sale were not disclosed.

"The sale of this business, which has not been profitable in
recent quarters, is part of the structural changes we are pursuing
to improve our ability to create shareholder value," said Timken
President and Chief Executive Officer James W. Griffith.

The steering business employs approximately 600 people at the
Watertown plant and about 300 people in Brazil and had 2005 sales
of $110 million.

DriveSol, which is an affiliate of Sun Capital Partners, Inc.,
will continue to manufacture steering tilt shafts, intermediate
shafts and steering components at the Watertown plant and steering
columns at the Nova Friburgo plant.  The products at both
facilities are focused on tube forming, coating, painting and
precision assembly.

"As a result of our focus on driving innovation in the core areas
of friction management and power transmission, we have decided to
exit this non-strategic business," said Jacqueline A. Dedo,
president of Timken's Automotive Group.  "In addition to our
previously announced restructuring programs, we are continuing to
examine and implement further actions to improve financial
performance in our Automotive Group."

The Blackstone Group advised Timken on this transaction.

                   About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The Company has
operations in 27 countries and employs 27,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Timken Company's Ba1
Corporate Family Rating and the Ba1 rating on the company's
$300 Million Unsecured Medium Term Notes Series A due 2028 in
connection with the rating agency's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.


TODD MCFARLANE: Can Use BofA's Cash Collateral Until November 2007
------------------------------------------------------------------
The Honorable Charles G. Case of the U.S. Bankruptcy Court for the
District of Arizona has approved a stipulation allowing Todd
McFarlane Productions, Inc., to access cash collateral securing
repayment of its debts to Bank of America, N.A., until Nov. 30,
2007.

Bank of America is the assignee of Solano Holdings & Investments,
LLC, which in turn was the assignee for a Loan Agreement,
Promissory Note, Security Agreement and Consent Agreement of
Guarantors the Debtor entered into with Stephen A. McConnell.

The Debtor will use the cash collateral to funds its operating
expenses, pay freelance artists, continue its operations and
administer and preserve the value of its estate.

In consideration for Bank of America's consent to the permanent
use of cash collateral:

    a) the Debtor agrees to pay to Bank of America interest at the
       regular rate per year specified in the Loan Modification
       Agreement executed by the parties on Nov. 21, 2005, which
       will be equal to the BBA LIBOR Daily Floating Rate plus 100
       percentage points.

    B) Bank of America will have a continuing replacement lien in
       all collateral and its proceeds of the same type and
       priority held by the lender on the petition date.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million in
assets and more than $50 million in debts.


TRANSDIGM INC: Improved Results Cue Moody's Stable Outlook
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of TransDigm
Inc., Corporate Family Rating of B1, and has changed the ratings
outlook to stable from negative.

The change in outlook was prompted by the recent trend in improved
operating results and Moody's expectations for continued growth
and improvement in a strong commercial aviation aftermarket
environment.

All ratings were affirmed.

The operating results reported over the past year has largely
restored credit metrics - leverage and interest coverage in
particular - to levels the company enjoyed prior to the November
2005 debt-financed shareholder distribution.  At that time Moody's
changed the ratings outlook to negative.

Although total debt levels have not been materially reduced since
then, the company has continued to achieve strong sales growth at
consistent margins, resulting in reduction in leverage from
5.4x as of December 2005 to 4.8x as of FY2006.  Interest coverage
similarly improved, from about 1.8x to 2.3x.

These ratios are appropriate for a B1 rating.

Despite the improvement, the ratings continue to reflect the
company's substantial debt levels, high leverage and the potential
for the use of additional leverage for equity distributions, and
uncertainty about the size and funding of potential future
acquisitions.  The ratings also consider TransDigm's history of
stable profit margins and revenue growth in an improving
commercial aerospace environment, as well as the company's stable
free cash flow -- strong for the rating category.

The stable outlook reflects Moody's expectation that the
commercial aviation aftermarket sector will be continue to be
robust enough to allow TransDigm to achieve approximately 10%
sales growth in FY 2007 while maintaining gross margins of
approximately 50%.  This should allow the company to generate
sufficient free cash flows to cover a modest level of acquisitions
over the next year.  Although free cash flow is expected to be
positive over this time, Moody's does not expect debt to be
reduced materially.

These ratings have been affirmed:

   -- Senior secured revolving credit facility at Ba3, LGD3, 36%;
   -- Senior secured term loan at Ba3, 36%;
   -- Senior subordinated notes at B3, LGD5, 89%;
   -- Corporate Family Rating of B1; and,
   -- Probability of Default Rating of B1.

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to
commercial airlines, aircraft maintenance facilities, original
equipment manufacturers and various agencies of the U.S.
Government.  The company had FY 2006 revenues of $435 million.


TRITON PETROLEUM: Posts $601,193 Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Triton Petroleum Group Inc. reported a $601,193 net loss on
$627,930 of net sales for the quarter ended Sept. 30, 2006,
compared with a $599,629 net loss on $537,692 of net sales for the
same period in 2005.

Net loss for the current quarter was consistent with the net loss
for the same period in 2005, with only a slight increase of $1,564
of net loss in the current quarter.   The $90,000 increase in net
sales and the $103,000 decrease in selling, general and
administrative expenses, was negated by a $164,000 increase in
cost of goods sold.

At Sept. 30, 2006, the company's balance sheet showed $1.1 million
in total assets and $4.8 million in total liabilities, resulting
in a $3.7 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $926,282 in total current assets available
to pay $4.8 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?1758

                        Going Concern Doubt

Brown Smith Wallace LLC in St. Louis, Missouri raised substantial
doubt about Triton Petroleum Group 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
auditing firm pointed to the company's accumulated losses of
$20,179,828 since inception.  The auditing firm further cited that
its ability to continue as a going concern is dependent on its
ability to obtain the necessary financing to meet its obligations
and pay its liabilities arising from normal business operations
when they come due.

                       About Triton Petroleum

Triton Petroleum Group Inc., via its subsidiary American Petroleum
Products Company, is in the manufacturing and distribution of
petroleum and related products for the automotive industry.
Specifically, American Petroleum Products Company is in the
business of blending, bottling, and distributing private label
motor oil, transmission fluid, and related products for the
automotive aftermarket.  These products are sold, both direct and
through distributors, to retail outlets that include oil change
shops, automotive aftermarket chains, gas stations, department
stores, and convenience stores.


U.S. ENERGY: Countryside Loses Right to Convert Claims to Equity
----------------------------------------------------------------
Countryside Power Income Fund, a secured lender of U.S. Energy
Biogas Corp., stipulated in proceedings before the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York that USEB's April 8, 2004 Royalty Agreement
gives rise to no more than a pre-petition claim in USEB's
bankruptcy case.

As a result of the stipulation, Countryside will no longer have
the right to convert its royalty interests into a 49% equity
interest in USEB, and none of Countryside's claims under the
Royalty Agreement will have administrative priority status.
Countryside's stipulation led to the same result as that sought by
USEB in its motion to reject the Royalty Agreement, rendering
further prosecution of USEB's motion unnecessary.

"This is a very important step toward establishing a viable
capital structure for USEB and its healthy business operations,"
said Asher E. Fogel, Chairman of USEB and Chief Executive Officer
of USEB's parent company, U.S. Energy Systems, Inc.  "In
particular, USEB no longer will be exposed to a significant equity
conversion right, which had represented a significant obstacle to
our past efforts to refinance the business."

Under terms of the Royalty Agreement, USEB was required to pay a
royalty to Countryside equal to 7% of USEB's cash flow
distributable to USEB shareholders, plus 1.8% of USEB's gross
revenues. In certain circumstances, the Royalty Agreement also
provided that Countryside could convert its royalty interests into
a 49% non-voting, equity interest in USEB.

Today's Court action follows USEB's Nov. 30, 2006 announcement
that it had voluntarily filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code, as well as the Court's Dec. 1, 2006
approval of the subsidiary's critical "first day pleadings".
USEB's Chapter 11 filing did not include USEB's parent company,
USEY, or the parent company's other subsidiary, U.K. Energy
Systems.  Moreover, neither USEY's nor UKES's operations are
affected by USEB's Chapter 11 filing.

                         About the Fund

Based in London, Ontario, Countryside Power Income Fund
(TSX: COU.UN) -- http://www.countrysidepowerfund.com/-- has
investments in two district energy systems in Canada, with a
combined thermal and electric generation capacity of approximately
122 megawatts, and two gas-fired cogeneration plants in California
with a combined power generation capacity of 94 megawatts.  In
addition, the Fund has an indirect investment in 22 renewable
power and energy projects located in the United States, which
currently have approximately 51 megawatts of electric generation
capacity and sold approximately 710,000 MMBtus of boiler fuel in
2005.  The Fund's investment in the projects consists of loans to,
and a convertible royalty interest in, U.S. Energy Biogas Corp.

                       About U.S. Energy

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com/-- develops landfill gas projects
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


UNION CINEMA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Union Cinema Corporation
        aka El Dorado Cinemas
        1936 Northwest Avenue
        El Dorado, AR 71730

Bankruptcy Case No.: 06-72943

Chapter 11 Petition Date: December 15, 2006

Court: Western District of Arkansas (El Dorado)

Judge: James G. Mixon

Debtor's Counsel: Robert L. Depper, Jr., Esq.
                  Depper Law Firm
                  314 East Oak Street
                  El Dorado, AR 71730-5834
                  Tel: (870) 862-5505
                  Fax: (870) 862-7591

Estimated Assets: Unknown

Estimated Debts:  Less than $50,000

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


VESTA INSURANCE: Panel Asks Court to Cancel XL Policy Extension
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Vesta Insurance
Group, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Alabama to compel Vesta to cancel the XL Specialty
Insurance Company Management Liability and Company Reimbursement
Policy extension no later than Dec. 28, 2006, and to compel XL
Specialty to refund the $1,250,000 extension premium promptly upon
written notification by Vesta of the Policy Extension
cancellation.

The VIG Committee relates that after the Involuntary Petition
Date, but before the Conversion Date of the Debtors' bankruptcy
cases, Vesta extended the term of the XL Policy from Dec. 31,
2006, to 12:01 a.m. on Dec. 31, 2007.  A total of $1,250,000
was paid for the policy extension.  The XL Policy contains a
cancellation endorsement that returns the policy extension
premium to Vesta in the event the policy is canceled.  Vesta
also has a Lloyd's excess liability policy that will expire on
Dec. 31, 2006.

On Nov. 20, the VIG Committee sought, and was granted,
derivative standing to assert and prosecute, for the benefit
of the bankruptcy estate and the Debtors' creditors, any and all
claims that Vesta or its estate may have against its current and
former officers and members of the Board of Directors.

Either the Committee or, upon the Effective Date of the Plan, the
Plan Trustee will be able to assert the claims before December
31, 2006, thereby triggering coverage under the Policies.

Colin M. Bernardino, Esq., at Kilpatrick Stockton LLP, in
Atlanta, Georgia, states that because the VIG Committee or the
Plan Trustee will be able to assert the Claims before December
31, the Policy Extension is not necessary and will not benefit
Vesta's bankruptcy estate or its creditors.

An order compelling the cancellation of the Policy Extension and
return of the Extension Premium is necessary and appropriate to
maximize the return to Vesta's estate and its creditors, Mr.
Bernardino asserts.

                       Directors Object

Norman Gayle, III, is a director and former officer of Vesta
Insurance Group, Inc.  Alan Farrior, Michael Gough, and Owen
Vickers, are directors of Vesta.  The directors are beneficiaries
of an insurance policy issued by XL Specialty, the Policy
Extension, and of an insurance policy issued by Lloyd's, which
has not been extended.

Mitchell D. Greggs, Esq., at Lightfoot, Franklin & White, L.L.C.,
in Birmingham, Alabama, states that under the terms of the
policies, the directors are entitled to the advancement of costs
and expenses incurred in defending claims, and according to the
priority of payments provision of the policies, the Directors are
"first in line" for any payments.

Additionally, the Directors are entitled to indemnification from
Vesta for the costs and expenses associated with defending an
action brought against them.

The Directors have already been made defendants in a state court
action, Pate v. Lacefield, Civil Action No. CV-06-4257 in the
Circuit Court of Jefferson County, Alabama.  The Bankruptcy Court
ruled that the Pate Action may not proceed to the extent that it
may impact the availability of funds potentially recoverable by
the bankruptcy estate.  Over the VIG Committee's effort to strip
the Directors of a defense in the Pate action, XL Specialty was
allowed to reimburse defense costs, Mr. Greggs says.

The VIG Committee's standing to assert and prosecute derivative
claims against Vesta's directors and officers indicates that the
Directors will likely face additional lawsuits, Mr. Greggs points
out.  The VIG Committee also has permission to conduct a
Bankruptcy Rule 2004 examination on Mr. Gayle, and David
Lacefield, a corporate representative of Vesta.

Mr. Greggs argues that if the Policy Extension is cancelled, and
if claims that would have been entitled to coverage are brought
after Dec. 31, 2006, the Directors will be exposed to
substantial personal liability.  Vesta will likewise be exposed
to a claim for indemnity.

With respect to the VIG Committee's statement that the Policy
Extension is not necessary, will not benefit the estate, and will
not benefit Vesta's creditors because the VIG Committee or the
Plan Trustee will be in a position to assert the Claims before
December 31, Mr. Greggs asserts that there is no reasonable
assurance that all Claims will be brought before December 31.

The endorsement does not strip the coverage, Mr. Greggs
clarifies.  Rather, the XL Policy contemplates that the Extension
Premium will be returned and the Policy Extension deemed void ab
initio, if Vesta is compelled to cancel the Policy Extension.
The endorsement does not give any party a right or rationale to
compel a cancellation, Mr. Greggs maintains.  "The Court must
undertake to balance the equities, consistent with the fact of
the priority-of-payments provision of the insurance contract," he
adds.

The Directors ask the Court to deny the VIG Committee's request.

                        Lacefield Responds

David W. Lacefield, president and chief executive officer of
Vesta, is also insured under the XL Policy.

The endorsement requires that Mr. Lacefield, along with the
Debtor and all potential insured persons, cancel the policy.  Tom
E. Ellis, Esq., at Ellis & Boom LLC, in Birmingham, Alabama,
states that while the Bankruptcy Court may have authority to
compel the Debtor to cancel the policy, it possesses no
jurisdiction or authority to compel all potential insured persons
to cancel the policy.

The VIG Committee cites policy endorsement no. 15 as basis for
cancellation of the policy, but in reality bases its motion
merely upon the position that since it intends to file its claims
before December 31, 2006, it will have protected its rights to
coverage, and the Court need not be concerned about the rights to
coverage post December 31, of any other insured person or other
potential claimants to the policy, Mr. Ellis contends.

The VIG Committee's proposal that the enrichment of the Debtors'
estate by the $1,250,000 return premium is justification for
cancellation essentially trumps any rights of Mr. Lacefield and
all other persons in the Policy, he says.

While the Court has considered and perhaps decided that the
Debtor has some property interest in a part of the policy, it has
not ruled that the interest of the Debtor is superior to, and
extinguishes the rights of others in the XL Policy.

Endorsement No. 8 is the Priority of Payments provision of the
policy.  One policy under it is the liability policy that
protects the officers and directors.  The other policy, the
reimbursement policy, protects the indemnification obligations of
the Debtor.  While the two policies share the same aggregate
limit, Endorsement No. 8 unequivocally gives priority to the
liability coverage policy, and consequently the rights of insured
persons under "insuring agreement A," Mr. Ellis asserts.

The VIG Committee's position ignores the priority rights of the
liability policy and the insured persons, like Mr. Lacefield,
Mr. Ellis tells the Court.

Furthermore, for the basis of the VIG Committee's motion to have
any validity, the entire XL Policy would have to be deemed
property of the estate, Mr. Ellis argues.  If that were the case,
any cancellation of the policy would be subject to the stay
provisions of 11 U.S.C. 362(a)(3).  The VIG Committee has
conspicuously not requested relief from the stay, Mr. Ellis
contends.

Mr. Ellis notes that Mr. Lacefield has a competing interest in
the continuation of the XL Policy through its extended policy
period.  The extension was obviously an inducement and a type of
compensation for Mr. Lacefield continuing his service as
president and CEO of Vesta during the bankruptcy to date.  The
VIG Committee's interest in the rejection of the XL Policy's
extension provisions is the return of premium paid as a part of
the inducement and compensation to Mr. Lacefield.

"Faced with this opposing interest, the polestar is for this
Court to do equity, and to carefully balance the equities of
those competing interest," Mr. Ellis says.

Mr. Lacefield has already presented evidence concerning the
hardship placed upon him by the VIG Committee's and Debtors'
resistance to advancement of defense cost.  He asks the Court to
deny the VIG Committee's Motion.

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).


WEST SPEEDWAY: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: West Speedway Partners, LLC
        5001 Arundel Drive
        Woodland Hills, CA 91364

Bankruptcy Case No.: 06-01632

Type of Business: The Debtor develops residential real property.

                  The Debtor's affiliate, Villas at Hacienda del
                  Sol, Inc., filed for chapter 11 protection on
                  March 28, 2005 (Bankr. D. Ariz. Case No. 05-
                  01482).

Chapter 11 Petition Date: December 15, 2006

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Jonathan M. Saffer, Esq.
                  Snell & Wilmer, LLP
                  One South Church Avenue
                  Tucson, AZ 85701-1630
                  Tel: (520) 882-1236
                  Fax: (520) 884-1294

Debtor's financial condition as of December 15, 2006:

      Total Assets: $4,100,853

      Total Debts:    $346,177

Debtor's 14 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Miles Construction, Inc.                       $40,370
5168 East 9th Street
Tucson, AZ 85711

GC Enterprises                                 $22,790
15760 Ventura Boulevard, Suite 828
Encino, CA 91436

Villas at Hacienda del Sol, Inc.               $15,737
2550 East River Road
Tucson, AZ

Beth Ford, Pirna County Treasurer              $15,170

Precision Land Surveying, Inc.                  $5,422

CMG Drainage Engineering, Inc.                  $4,900

CBIZ Southern California LLC                    $4,581

SouthWestern Consulting Engineers, LLC          $3,545

Thompson Krone, PLC                             $1,651

Acuna Coffeen Landscape                         $1,500

Chandler & Udall                                $1,348

Structural Concepts, Inc.                       $1,096

Prof. Archaeological Service of Tucson            $870

CJ's Detailed Yard                                 $62


WESTBROOK CLO: Moody's Rates $14-Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Westbrook CLO Ltd.:

   -- Aaa to $254,800,000 Class A-1 Senior Secured Floating Rate
      Notes due 2020;

   -- Aaa to $30,000,000 Class A-2 Senior Secured Floating Rate
      Notes due 2020;

   -- Aa2 to $21,200,000 Class B Senior Secured Floating Rate
      Notes due 2020;

   -- A2 to $24,000,000 Class C Senior Secured Deferrable
      Floating Rate Notes due 2020;

   -- Baa2 to $26,000,000 Class D Secured Deferrable Floating
      Rate Notes due 2020; and,

   -- Ba2 to $14,000,000 Class E Secured Deferrable Floating Rate
      Notes due 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting mainly of Senior Secured
Loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Shenkman Capital Management, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


WINN-DIXIE: Court Approves Ohio Casualty Insurance Settlement
-------------------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida approved Winn-Dixie Stores Inc. and its
debtor-affiliates' settlement and compromise with The Ohio
Casualty Insurance Company.

The Debtors will undertake and assume the liabilities and
obligations under the Ohio Casualty Indemnity Agreement, exclusive
of any post-cancellation premiums with respect to Ohio Casualty's
continuing exposure under the Bonds and the fees and expenses
arising in connection with the bankruptcy cases through the Plan
Effective Date.

The undertaking of the liabilities and obligations under the Ohio
Casualty Indemnity Agreement is implicitly acknowledged in the
Final Insurance Order and supported by the provisions in the
Debtors' Plan.

The Debtors, in connection with the operation of their business,
must post, or have a surety post, bonds or other forms of security
to comply with certain state workers compensation insurance
regulations allowing them to operate as self-insured employers for
workers' compensation purposes in those states.

In connection with the Debtors' qualification as a self-insured
employer for workers' compensation purposes in Mississippi, Ohio
Casualty issued two surety bonds, each amounting to $500,000,
before the Debtors filed for bankruptcy:

    Bond No.    Principal                    Obligee
    --------    ---------                    -------
    3-696-391   Winn-Dixie Louisiana, Inc.   State of Mississippi
    3-696-392   Winn-Dixie Montgomery, Inc.  State of Mississippi

Ohio Casualty issued the Bonds in reliance upon the Debtors'
execution of the Ohio Casualty Indemnity Agreement pursuant to
which the Debtors agreed, among other things, to pay Ohio
Casualty upon demand:

   (i) amounts sufficient to reimburse Ohio Casualty for all loss
       and expense, including reasonable attorneys' fees,
       incurred by Ohio Casualty by reason of having executed any
       bond or bonds;

  (ii) amounts sufficient to reimburse Ohio Casualty on account
       of any breach of the Ohio Casualty Indemnity Agreement by
       the Debtors;

(iii) amounts sufficient to discharge any claim made against
       Ohio Casualty on any bond, whether issued on behalf of any
       of the Debtors; and

  (iv) any premium due for any bond or bonds, including renewal
       premiums with respect to the Bonds until proof
       satisfactory to Ohio Casualty is furnished demonstrating
       Ohio Casualty's discharge from liability under the Bonds.

Additionally, under the Ohio Casualty Indemnity Agreement, the
Debtors are required to procure the discharge of Ohio Casualty
from any bond and all liability accruing or to accrue by reason
thereof, and in support, deposit collateral with Ohio Casualty to
cover its exposure under its Bonds.

Recognizing the importance of their insurance programs, including
the self-insurance workers' compensation programs supported by
surety bonds, on Feb. 22, 2005, the Debtors filed a request to
continue their prepetition insurance and workers compensation
programs, and pay prepetition premiums in relation to the
programs.  The Court approved the Insurance Motion on a final
basis on March 15, 2005.

Ohio Casualty issued the Bonds effective May 3, 2002.  Ohio
Casualty provided the Debtors with notice of cancellation of the
Bonds on Jan. 28, 2005, which, under a 60-day notice of
cancellation provision under the Bonds, means that the effective
date of cancellation for the Bonds occurred March 28, 2005.

The Ohio Casualty's cancellation did not terminate the
enforceability of the Bonds; rather, the Bonds remain in force
from the date of issuance to the effective date of cancellation.
Thus, the Debtors qualify as self-insured employers for workers'
compensation purposes in Mississippi during the Effective Period.
As a result, the Debtors and Ohio Casualty, as surety, continue to
be exposed to liability for workers' compensation claims that
arise during the Effective Period.

When the Debtors filed for bankruptcy, Bonds in the aggregate
amount of $1,000,000 remained outstanding.

As a result of its continuing exposure under its Bonds despite
their cancellation, Ohio Casualty filed Claim Nos. 9993 and 9994
against Winn-Dixie Stores and certain of its subsidiaries,
alleging contingent claims of up to $1,000,000, plus attorneys'
fees, expenses and including bond premiums arising with respect
to the Bonds.  Ohio Casualty further asserted that it was the
holder of secured claims against the Debtors pursuant to:

   (i) compensation liens or preference and priority claims and
       interests with respect to and in the assets of the Debtors
       under Miss. Code Ann. Section 71-3-45 (1990); and

  (ii) its rights of equitable subrogation.

In furtherance of the obligations and programs assumed pursuant
to the Final Insurance Order, the Debtors proposed in their Joint
Plan of Reorganization to pay all Workers Compensation Claims
that are determined to be valid under applicable state law and
the corresponding programs they maintained, and in accordance
with the terms and conditions of the state law and the programs.

The Debtors' Plan also provides that a "Workers Compensation
Claim" means a "Claim held by an employee of the Debtors for
workers compensation coverage under the workers compensation
program applicable in the particular state in which the employee
is employed by the Debtors."  By its terms, the Plan contemplates
payment of the workers compensation obligations that, if not
satisfied by the Debtors, would impair their qualification under
Mississippi and other state workers' compensation regulations,
and possibly prevent an effective reorganization.

Pursuant to the Settlement, the Debtors agreed to compromise Ohio
Casualty's claims for payment of post cancellation premiums with
respect to its continuing exposure under its Bonds.

The Debtors also agreed to compromise Ohio Casualty's claims for
fees and expenses arising in connection with the bankruptcy cases
through Nov. 21, 2006, the effective date of the Plan.

Ohio Casualty's claims will be disallowed, without prejudice to
the insurer's right to file an administrative claim within the
time allowed in the event of a default by the Debtors under the
Ohio Casualty Indemnity Agreement before Nov. 21, 2006.

In exchange for the release of its claims for post-cancellation
premiums and attorneys' fees and expenses, Ohio Casualty has
requested a more formal acknowledgment by the Debtors of their
obligations under the Ohio Casualty Indemnity Agreement.

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).


WINN-DIXIE: Wants Coca-Cola & VR Global Settlement Pact Okayed
--------------------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the Honorable
Jerry A. Funk of the U.S. Bankruptcy Court for the District of
Florida to approve their settlement with Coca-Cola Enterprises
Inc. and VR Global Partners LP.

In September 2005, Coca-Cola Enterprises asserted a reclamation
demand against the Debtors, which was later adjusted to
$2,149,270.

CCE opted into the Court-approved stipulation between the Debtors
and certain trade vendors regarding reconciliation and treatment
of the trade vendors' reclamation claims.  Accordingly, CCE is
deemed to be a participating reclamation vendor.

The Debtors and CCE agreed to reduce the Reclamation Claim to
$2,136,192, which the Debtors paid pursuant to their agreement.
The Agreement not only resolved the Reclamation Claim but also:

   (i) resulted in a waiver by the Debtors of any preference
       claims against CCE under Section 547 of the Bankruptcy
       Code, except for $340,034 in transfers; and

  (ii) preserved the Debtors' rights with respect to preference
       claims based upon the $340,034 in payments made to CCE
       between Feb. 10, 2005, and Feb. 21, 2005.

In July 2005, CCE filed four proofs of claim in the Debtors'
Chapter 11 cases:

   Claim No.         Amount       Debtor
   ---------         ------       ------
     8347          $8,530,810     Winn-Dixie Stores, Inc.
     8348           8,530,810     Winn-Dixie Montgomery, Inc.
     8349           8,530,810     Winn-Dixie Procurement, Inc.
     8350           8,530,810     Winn-Dixie Raleigh, Inc.

Each of the CCE Claims consisted of an unsecured non-priority
claim for $6,381,540, an unsecured priority claim for $2,149,270,
and a contingent indemnification claim.

In May 2006, CCE transferred the CCE Claims to Credit Suisse
Cayman Islands Branch, who in turn transferred the CCE Claims to
VR Global Partners LP in June.  VR Global currently holds the CCE
Claims.

The Debtors have sought to reduce and reclassify the CCE Claims.

The parties have determined that CCE overpaid the Debtors
$221,910 in postpetition payments pursuant to the marketing
agreements between them, D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, informed the Court.

Mr. Baker said the parties seek to settle and compromise the
Claim Objections, the overpayments by CCE, the possible
preference claims or other claims under Sections 547 and 550, to
the extent that Section 550 provides authority for the recovery
of a preferential transfer without further litigation.

The Debtors, VR Global, and CCE agree that upon Court approval of
their Stipulation:

   (a) Claim No. 8347 will be allowed as an unsecured non-
       priority claim for $5,836,730, and will be treated as a
       Class 14 Claim.  Claim Nos. 8348, 8349, and 8350 will be
       disallowed in their entirety;

   (b) All claims that originated as between the Debtors and CCE
       for products delivered to the Debtors or any credits or
       debits that arise pursuant to marketing agreements, which
       accrued prepetition or arise from marketing agreements in
       effect postpetition, are resolved by allowance of Claim
       No. 8347;

   (c) In consideration of the allowance of Claim No. 8347 and
       the waiver by CCE of the right to recover postpetition
       payments made to the Debtors for $221,910, CCE will be
       released from the Possible Preference Claims or other
       claims; and

   (d) Claim No. 8347, as allowed, will not be subject to any
       rights of set-off.

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).


WINDWARD HARBOR: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Windward Harbor Marina - Melbourne LLC
        fka Diamond 99 Marina
        4399 N US 1
        Melbourne, FL 32935

Bankruptcy Case No.: 06-03476

Type of Business:

Chapter 11 Petition Date: December 19, 2006

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: James H. Monroe, Esq.
                  James H. Monroe, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008

Total Assets: $3,534,931

Total Debts:  $3,000,000

Debtor's Three Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Thomas Lihan                               $200,000
2455 East Sunrise Boulevard
Suite AR-1
Fort Lauderdale, FL 33304

Harry W. Walker                             $50,000
2010 Club Drive
Vero Beach, FL 32963

Webster U. Walker Jr.                       $50,000
WU Walker Associates L.P.
101 Taintor Drive
Southport, CT 06490


WOODWIND & BRASSWIND: Meeting of Creditors Scheduled Tomorrow
-------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Dennis
Bamber Inc., dba The Woodwind & the Brasswind's creditors at
1:30 p.m. tomorrow, Dec. 22, 2006, at One Michiana Square, 5th
Floor, 100 East Wayne Street, in South Bend, Indiana.

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 South Bend, Indiana, The Woodwind & the Brasswind
-- http://www.wwbw.com/-- sells musical instruments and
accessories.  The Company filed for chapter 11 protection on
Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors appointed in the Debtors' cases has selected
James M. Carr, Esq., at Baker & Daniels LLP as its counsel.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $1 million and $100 million.


WOODWIND & BRASSWIND: Court Approves Steinway's Staking-Horse Bid
-----------------------------------------------------------------
Steinway Musical Instruments, Inc. has been named the lead bidder
in the auction for bankrupt music retailer The Woodwind & The
Brasswind.

The Woodwind & The Brasswind filed for Chapter 11 bankruptcy
protection in November after losing a lawsuit.  In a court order,
a judge appointed Steinway's bid of approximately $40 million as
the stalking-horse bid for the auction scheduled for Jan. 24,
2007.  In order to ensure that creditors recover as much as
possible, companies selling their assets while operating under
Chapter 11 protection must submit to an auction even when there is
a buyer available.

"The Woodwind & The Brasswind was a growing, profitable business
before its recent issues," Dana Messina, CEO of Steinway Musical
Instruments, commented.  "There is a great deal of work to do
between now and the auction, but we believe this is an undervalued
asset which can add to the profitability of our company."

"The Woodwind & The Brasswind will continue to be an industry
competitor regardless of who owns it," John Stoner, President of
Steinway's Conn-Selmer band instrument division, noted.  "We feel
that we are in a unique position to enhance the business model of
our existing dealers through this acquisition."

               About Steinway Musical Instruments

Steinway Musical Instruments, Inc. (NYSE: LVB), through its
Steinway and Conn-Selmer divisions, manufactures musical
instruments.  Its notable products include Bach Stradivarius
trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc
clarinets, King trombones, Ludwig snare drums and Steinway & Sons
pianos.

               About The Woodwind & The Brasswind

Headquartered in South Bend, Indiana, Dennis Bamber, Inc. dba The
Woodwind & The Brasswind sells musical instruments through its
retail store, catalogs and Internet sites.  The company filed for
chapter 11 protection on Nov. 21, 2006 (Bankr. N.D. Ind. Case No.
06-31800).  Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd.,
in Chicago, Illinois, represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $1 million and $100 million.


* North American Automotive Output to Decline 1.1% in 2007
----------------------------------------------------------
North American production will continue its slide in 2007, despite
falling to a longtime low in 2006.

Ward's AutoForecasts projects total output in 2007 at
15.65 million units, 1.1% down from 2006's estimated
15.83 million, itself a 3.0% decline from 2005.

Slow demand in the year's first half due to expectations of
sluggish economic growth will be the primary reason for the
production drop.

Also negatively impacting production, several auto makers will
continue trimming stocks of slow sellers heading into 2007, even
though inventory levels are at their lowest in years.

Thus, first-quarter 2007 output is forecast to fall 6.2% from
like-2006, followed by a 4.0% decline in the second quarter.

Production will make its first quarterly increase over prior year
in the July-September period, followed by another gain in the
fourth quarter.  These will mark the first growth since first-
quarter 2006.

Production is expected to continue its recovery on an annual
basis, with output rebounding to 16.23 million in 2008.

A contributor to next year's decline will be the falloff in
production of medium- and heavy-duty trucks.  Output surged this
year as demand rose prior to new emission regulations that take
effect in January, which will raise the cost of diesel-equipped
trucks built after 2006.

Ward's forecasts output of medium-/heavy-duty trucks will top
630,000 this year, followed by a 30.0% decline in 2007.

Conversely, production of light trucks will increase 3.9% in 2007
to 8.70 million units from an estimated 8.37 million units this
year.

The increase will be spurred by capacity expansion of light trucks
at Toyota Motor Engineering and Mfg. North America Inc. and Honda
of America Mfg. Inc.  Cross/utility vehicles from General Motors
Corp., Ford Motor Co. and DaimlerChrysler AG will add to the truck
mix.

Meanwhile, after two consecutive increases, car production will
fall 4.8% to 6.50 million units in 2007.  Estimated 2006 output of
6.83 million cars will be the highest since 2002, but the ratio of
cars to light trucks is expected to continue a gradual decline
through the end of the decade.

Ward's AutoForecasts -- http://wardsauto.com/-- details forecast
North American production by manufacturer, plant, platform, and
vehicle line.  A product of Ward's Automotive Group, Ward's
AutoForecasts draws from Ward's extensive automotive database and
from the many experts employed at Ward's for news, data, and
analysis services.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Bishop Development Corp.
   Bankr. W.D. Tex. Case No. 06-52607
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/txwb06-52607.pdf

In re Dupree & Associates, Inc.
   Bankr. W.D. N.C. Case No. 06-20098
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/ncwb06-20098.pdf

In re Food & Lifestyles Media, LLC
   Bankr. D. Ariz. Case No. 06-04238
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/azb06-04238.pdf

In re Fox & Fox CPAs, P.C.
   Bankr. D. Ariz. Case No. 06-04230
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/azb06-04230.pdf

In re Highlands Point Design & Development, LLC
   Bankr. W.D. N.C. Case No. 06-20099
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/ncwb06-20099.pdf

In re John F. Benson
   Bankr. W.D. Pa. Case No. 06-26380
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/pawb06-26380.pdf

In re Lawrence & Sons, Inc.
   Bankr. N.D. Ohio Case No. 06-52742
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/ohnb06-52742.pdf

In re MKDD, Inc.
   Bankr. M.D. Fla. Case No. 06-07181
      Chapter 11 Petition filed December 15, 2006
         See http://bankrupt.com/misc/flmb06-07181.pdf

In re Accuware Inc.
   Bankr. M.D. Fla. Case No. 06-07197
      Chapter 11 Petition filed December 16, 2006
         See http://bankrupt.com/misc/flmb06-07197.pdf

In re Duke Heating Oil, Inc.
   Bankr. M.D. Pa. Case No. 06-02931
      Chapter 11 Petition filed December 18, 2006
         See http://bankrupt.com/misc/pamb06-02931.pdf

In re Josab Corporation
   Bankr. W.D. Mich. Case No. 06-06590
      Chapter 11 Petition filed December 18, 2006
         See http://bankrupt.com/misc/miwb06-06590.pdf

In re Matt Maziar Ariana
   Bankr. D. Md. Case No. 06-18307
      Chapter 11 Petition filed December 19, 2006
         See http://bankrupt.com/misc/mdb06-18307.pdf

In re Miles Drawhorn
   Bankr. E.D. Tenn. Case No. 06-33064
      Chapter 11 Petition filed December 19, 2006
         See http://bankrupt.com/misc/tneb06-33064.pdf

In re Modular Furniture Group, Inc.
   Bankr. E.D. Va. Case No. 06-11775
      Chapter 11 Petition filed December 18, 2006
         See http://bankrupt.com/misc/vaeb06-11775.pdf

In re Nexgenix Inc.
   Bankr. C.D. Calif. Case No. 06-12391
      Chapter 11 Petition filed December 18, 2006
         See http://bankrupt.com/misc/cacb06-12391.pdf

In re Robert Mathew Pellkofer
   Bankr. C.D. Calif. Case No. 06-12403
      Chapter 11 Petition filed December 19, 2006
         See http://bankrupt.com/misc/cacb06-12403.pdf

In re Ronald Rollins
   Bankr. E.D. La. Case No. 06-11438
      Chapter 11 Petition filed December 19, 2006
         See http://bankrupt.com/misc/laeb06-11438.pdf

In re ScanAmerica-Springfield, LLC
   Bankr. C.D. Ill. Case No. 06-71801
      Chapter 11 Petition filed December 19, 2006
         See http://bankrupt.com/misc/ilcb06-71801.pdf

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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, Shimero Jainga, Joel Anthony G.
Lopez, Robert Max Quiblat, Emi Rose S.R. Parcon, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta, 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.

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