TCR_Public/061222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 22, 2006, Vol. 10, No. 304

                             Headlines

A21 INC: Revenues Up Nearly 190% to $5.9MM in 2006 Third Quarter
ADALBERTO GONZALEZ: Case Summary & 15 Largest Unsecured Creditors
ADELPHIA COMMS: Judge Gerber Defers Decision on Plan Confirmation
AIR AMERICA: Court Okays Mahoney Cohen as Committee's Accountant
ALLIANCE ATLANTIS: Exploring Strategic Alternatives Including Sale

ALLIANCE ATLANTIS: S&P Places BB Rating on Developing CreditWatch
AMERICAN SKIING: Selling Steamboat Resort for $265 Million
AMERICAN TOWER: Board OKs Stock Option-Related Remediation Plan
ANVIL HOLDINGS: Oct. 28 Balance Sheet Upside-Down by $140 Million
ASARCO LLC: U.S. Government Wants Judgment Entered in Its Favor

ASARCO LLC: Wants Deposition of Three Mineral Park Personnel
AUTOCAM CORPORATION: Fails to Make December 15 Interest Payment
AUTOCAM CORP: Interest Non-Payment Cues S&P's Default Rating
BEAR STEARNS: Fitch Assigns Low-B Ratings on $40.1 Million Debt
BENROCK INC: Ct. OKs Streetman Meeks as Trustee's Special Counsel

BOMBARDIER INC: Closes EUR4.3 Billion Letter of Credit Facility
CARRINGTON MORTGAGE: Fitch Rates $20.6MM Class M-10 Certs. at BB+
CATHOLIC CHURCH: Classification & Treatment of Claims Under Plan
CATHOLIC CHURCH: Portland, et al., File Joint Reorganization Plan
CKE RESTAURANTS INC: Earns $9.5 Million in Quarter Ended Nov. 6

COLLINS & AIKMAN: Seeks Approval for IHDG Litigation Trust Accord
COLLINS & AIKMAN: Becker Fights Lease Decision Period Extension
CONEXANT SYSTEMS: Posts $122.6 Million Net Loss in Fiscal 2006
CONSTAR INT'L: Equity Deficit Widens to $43.6 Million at Sept. 30
COUDERT BROTHERS: Taps McGrigors LLP as Special Counsel

DAIMLERCHRYSLER: Truck Unit Eyes $300 Million Plant in Mexico
DELPHI CORP: Asks for SEC's View on Foreign Currency Issues
DELPHI CORP: Secures $4.4-Bil. DIP Loan Pledge from JP Morgan
DELTA AIR: Accepting Pilot Applications to Exhaust Furlough List
DEUTSCHE FINANCIAL: Fitch Holds Junk Rating on Class B-1 Certs.

DEVELOPERS DIVERSIFIED: Declares Class H and Class I Dividends
DURA AUTOMOTIVE: Gets Court's Final OK on Insurance Financing Pact
DURA AUTOMOTIVE: Court OKs Hiring of Ordinary Course Professionals
EASTMAN KODAK: Renews Management Pact with Nortel for Three Years
EXCEPTIONAL TECH: Shareholders Approve Plan of Liquidation

FEDERAL-MOGUL: Bankruptcy Court Okays Ernst & Young as Advisors
FEDERAL-MOGUL: Trizec to Serve on Asbestos Claimants Panel
FIRSTLINE CORP: Hires Gordon Brothers & Davis as Sales Consultant
FOAMEX INTERNATIONAL: Wants Thomas Chorman's Complaint Dismissed
FORD MOTOR: Expects to Become No. 3 as Toyota Gains No. 2 Position

GEOKINETICS INC: S&P Holds Junk Rating on Second Priority Notes
GLIMCHER REALTY: Increases $300 Mil. Credit Facility to $470 Mil.
GLOBAL POWER: Committee Hires Schulte Roth as Counsel
GLOBAL POWER: Hires Alvarez & Marsal as Financial Advisor
GOODING'S SUPERMARKETS: Court Confirms Amended Chapter 11 Plan

GS MORTGAGE: S&P Pares Rating on Class K-PR Certs. to BB- from BB+
HANOVER COMPRESSOR: Redeeming $20.8MM of Conv. Junior Debentures
HOVNANIAN ENT: Posts $117.9M Net Loss in 4th Quarter Ended Oct. 31
INTERACTIVE MOTORSPORTS: Sept. 30 Equity Deficit Widens to $3.8MM
INTERSTATE BAKERIES: Four Parties Object to Board Constitution

INTERSTATE BAKERIES: Creditors Transfer 99 Claims Totaling $17.3M
J2 COMMS: Stonefield Josephson Raises Going Concern Doubt
JACUZZI BRANDS: Extends Tender Offer for 9-5/8% Senior Notes
JORDAN IND: Equity Deficit Narrows to $228.7 Million at Sept. 30
KIMBALL HILL: Amends $500-Mil. Sr. Revolving Credit Facility

KIRIT PATEL: Voluntary Chapter 11 Case Summary
KOLORFUSION INT'L: Sept. 30 Balance Sheet Upside-Down by $541,705
LITHIUM TECHNOLOGY: Sells 20,060 shares of Series C Pref. Stock
MARTHA ORTEGA: Voluntary Chapter 11 Case Summary
MERIDIAN AUTOMOTIVE: Assumption of 43 Contracts & Leases Approved

MERRILL LYNCH: Fitch Holds Rating on Class G Certs. at B-
MESABA AVIATION: In Talks with Northwest for Possible Acquisition
MGM MIRAGE: Fitch Rates $750-Mil. Senior Unsecured Notes at BB
MICHAEL FOOTE: Case Summary & 8 Largest Unsecured Creditors
MICHAEL ZAMANI: Case Summary & 9 Largest Unsecured Creditors

NATIONAL CONSUMER: Hires Lipkin & Associates as Consultants
NAVIOS MARITIME: Completes $300-Million Senior Notes Offering
NORTEL NETWORKS: Eastman Kodak Renews Three-Year Management Pact
NORTHWEST AIRLINES: In Talks to Acquire Mesaba Aviation
NVE INC: Wants Exclusive Plan-Filing Period Extended to January 16

PERFORMANCE TRANSPORTATION: Court Confirms Plan of Reorganization
PINNACLE CBO: Fitch Cuts Rating on $6.5-Mil. Senior Notes to B
PREFERRED CARRIER: Case Summary & 20 Largest Unsecured Creditors
PRESIDENT CASINOS: Sells St. Louis Biz for $31.5 Mil. to Pinnacle
POWER INTEGRATIONS: Expects Shares to be Delisted From Nasdaq

RENATA RESORT: Judge Killian Confirms Plan of Reorganization
REUNION INDUSTRIES: Atlas Partners Orchestrates Real Estate Sale
REVLON INC: Prices $100 Million Rights Offering
RIM SEMICONDUCTOR: Inks Master ASIC Services Pact with eSilicon
ROGER BENCKE: Voluntary Chapter 11 Case Summary

QUEBECOR WORLD: Closes Private Offering of $400-Mil. Senior Notes
SAINT VINCENTS: Agrees on Timetable for Filing Monthly Reports
SAINT VINCENTS: Settles OMIG'S Medicaid Overpayment Claims
SANKATY HIGH: Fitch Holds Rating on $22-Mil. Class E Notes at B
SEW CAL: Posts $1.3 Million Net Loss in Fiscal Year Ended Aug. 31

SERVICE WEB: Case Summary & 20 Largest Unsecured Creditors
SIERRA INTERNET: Case Summary & 13 Largest Unsecured Creditors
SKYEPHARMA PLC: Disclosed Total Voting Rights at December 18
SMART PAPERS: Wins Court Approval of Business Reorganization Plan
TANK SPORTS: Appoints Dealer Services as Dealer Funding Source

TIER TECHNOLOGIES: Posts $9.5 Million Net Loss in Fiscal 2006
TITAL GLOBAL:  Aug. 31 Balance Sheet Upside-Down by $8.3 Million
TOWER AUTOMOTIVE: Files $250 Million Restructuring Term Sheet
USEC INC: Board Appoints Joseph Doyle as New Director
USG CORP: Makes Final $3.05 Billion Payment to Asbestos Trust

VALASSIS COMMS: Amending ADVO Merger Agreement and Settling Suit
WASTE SERVICES: Issues 9.9MM of Common Shares to Kelso Affiliates
WEIGHT WATCHERS: Launches Self-Tender Offer for 8.3 Million Shares
WEIGHT WATCHERS: Sept. 30 Balance Sheet Upside-Down by $103 Mil.
WINN-DIXIE: Court Approves XL and Marsh USA Insurance Settlement

WINN-DIXIE STORES: Issues New Common Stock to Unsecured Creditors
WOODWIND & BRASSWIND: Hires Adelman Gettleman as Bankr. Counsel

* BOOK REVIEW: Wildcatters: A Story of Texans, Oil & Money

                             *********

A21 INC: Revenues Up Nearly 190% to $5.9MM in 2006 Third Quarter
----------------------------------------------------------------
a21 reported its financial results for the third quarter ending
Sept. 30, 2006.

Revenue for the third quarter of 2006 was $5.9 million, up nearly
190% from the $2.1 million revenue reported for the same prior
year period, primarily due to contributions from the company's
ArtSelect and Ingram acquisitions.   

Net loss for the third quarter of 2006 was $1.4 million compared
to a net loss of $1.3 million for the same prior year period.  
Included in third quarter 2006 results were approximately $400,000
in non-cash amortization and depreciation charges associated with
the ArtSelect and Ingram acquisitions that the company did not
have in the third quarter of 2005 as well as higher corporate
legal and audit costs.  Additionally, the company recorded a one-
time, non-cash deemed dividend of $336,000 associated with a
beneficial conversion feature of the convertible preferred stock
issued as partial consideration for the ArtSelect acquisition.  
The deemed dividend was recognized during the third quarter as a
result of the share authorization contingency being met during the
quarter.

"The third quarter was a period of progress in the transition of
the company's business and leadership," said Phil Garfinkle,
Executive Chairman of a21.  "This past quarter we solidified our
new leadership team, completing a transition for a21 that included
raising capital to support our growth initiatives and expanding
our business through a major acquisition.  Now, with both the
leadership and resources to support our growth in place, our
energy will increasingly be focused on leveraging our strong
brands and industry experience to capitalize on the growth
opportunities throughout the online digital media marketplace."

At Sept. 30, 2006, the company's cash position was $6.2 million
and working capital $6.5 million.  Cash used in operations for the
third quarter of 2006 was down significantly on a sequential basis
from cash used in operations during the second quarter of 2006.

Thomas Costanza, Vice President and Chief Financial Officer of
a21, stated "With the capital raised during 2006 and the
contributions being realized from our combined businesses, we are
in good position to drive further operating improvements through
revenue growth and operating leverage.  In the third quarter, we
reduced cash used in operations.  We aim to further strengthen our
financial position and operational results to create significant
value for our shareholders."

At Sept. 30, 2006, the company's balance sheet showed
$37.5 million in total assets, $30.1 million in total liabilities,
$2.3 million in minority interest, and $5.1 million in total
stockholders' equity.

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?176b

                        Going Concern Doubt

BDO Seidman LLP, in Charlotte, North Carolina, raised substantial
doubt about A21 Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditor pointed to the company's working
capital deficit and losses from operations.

                           About a21 Inc.

a21 Inc.(OTCBB: ATWO) -- http://www.a21group.com/-- is an online  
digital content marketplace for the professional creative
community.  Through SuperStock Inc., a21 provides creative
professionals worldwide a library of nearly 1,000,000 images.  
Together a21 and SuperStock provide image access to the best
photographers, artists, photography agencies, and customers in the
business.


ADALBERTO GONZALEZ: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Adalberto Castro Gonzalez
        Mariaelena Robles Gonzalez
        6141 North 34th Place
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 06-04115

Chapter 11 Petition Date: December 6, 2006

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $1,777,050

Total Debts:  $2,778,550

Debtor's 15 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Robert Smith                                $26,000
Mindies, Too
241 North Roosevelt Avenue
Chandler, AZ 85226

Helson Pacheco-Serrant                      $13,000
125 Camino Barranca
El Paso, TX 79902

Wells Fargo Card Services                    $8,927
P.O. Box 30086
Los Angeles, CA 90030

Capital One Bank                             $8,157

Aspire                                       $7,008

Troy Shackelford, CPA                        $5,815

Chase                                        $4,877

Providian                                    $4,671

Bank of America                              $4,164

United States Trustee                        $3,400

Mayu Valladolid                              $3,000

Nordstrom Bank                               $2,846

Vistana Spa Condo Assoc., Inc.               $1,962

Citibank                                     $1,635

Quinta Del Golfo                               $659


ADELPHIA COMMS: Judge Gerber Defers Decision on Plan Confirmation
-----------------------------------------------------------------
The Honorable Robert J. Gerber, the United States Bankruptcy Judge
for the Southern District of New York overseeing the Adelphia
Communications Corporation reorganization case, disclosed
additional information on the timing of a decision regarding the
confirmation of Adelphia's First Modified Fifth Amended Joint
Chapter 11 Plan of Reorganization.

Judge Gerber noted that a decision regarding confirmation would
not be rendered by Dec. 22, 2006, the deadline for the Effective
Date contained in Section 12.2(c) of the Plan.  Judge Gerber
further noted that a decision may not be rendered by Dec. 31,
2006.  The Judge requested that the Settlement Parties let him
know whether they will execute a waiver of the deadline for the
Effective Date contained in Section 12.2(c).

As reported in yesterday's Troubled Company Reporter, the company
filed proposed changes to the Plan with the Court on Dec. 19,
2006, marked to show changes against the version filed with the
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.

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.


AIR AMERICA: Court Okays Mahoney Cohen as Committee's Accountant
----------------------------------------------------------------
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 LLC, permission to retain Mahoney Cohen &
Company, CPA, P.C., as its accountant and financial advisor, nunc
pro tunc to Nov. 16, 2006.

Mahoney Cohen will:

     a) assist the committee in the analysis of financial
        operations of the Debtor from Oct. 13, 2006, as
        necessary;

     b) assist with the analysis of the financial information of
        the Debtor before Oct. 13, 2006, as necessary;

     c) assist analyzing transactions with vendors, insiders, and
        affiliated companies, subsequent and before Oct. 13,
        2006, as necessary; and

     d) perform other services that may be necessary in the role
        of accountant/financial advisors to the Committee or that
        may be requested by the Committee or counsel to the
        Committee.

The customary hourly rates for the firm's professionals are:

     Designation                     Hourly Rate
     -----------                     -----------
     Shareholders                    $390 - $545
     Managers and Directors          $290 - $390
     Staff and Senior Accountants    $135 - $290

Charles M. Berk, CPA, a shareholder at Mahoney Cohen, assures the
Court that his firm does not represent any interest adverse to the
Debtor and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Berk can be reached at:

     Charles M. Berk, CPA
     Mahoney Cohen & Company, CPA, P.C.
     1065 Avenue of the Americas
     New York, NY 10018
     Tel: (212) 790-5700
     Fax: (212) 398-0267
     http://www.mahoneycohen.com/

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.


ALLIANCE ATLANTIS: Exploring Strategic Alternatives Including Sale
------------------------------------------------------------------
Alliance Atlantis Communications Inc. disclosed Wednesday that it
is exploring strategic alternatives.  As part of that process, the
company, together with Southhill Strategy Inc., the company's
controlling shareholder, have recently sought expressions of
interest from selected potential buyers as to their interest in
purchasing the company.  Southhill Strategy is owned by Michael
MacMillan, Alliance Atlantis' Executive Chairman, and Seaton
McLean.

Southhill has informed the company that no decision to sell
Southhill's controlling interest in Alliance Atlantis has been
made and that Southhill may decide not to sell its interest.  If
Southhill decides not to sell its interest, a sale of the company
is unlikely to occur.

A Special Committee of the company's Board has been formed for
this purpose and is comprised of Robert Steacy as Chair, Anthony
Griffiths and Barry Reiter.

The Company also says it has engaged RBC Capital Markets as its
financial advisor and Bennett Jones LLP as its legal advisor.

Alliance Atlantis -- http://www.allianceatlantis.com/ -- offers  
Canadians 13 well-branded specialty channels boasting targeted,
high-quality programming.  The Company also co-produces and
distributes the hit CSI franchise and indirectly holds a 51%
limited partnership interest in Motion Picture Distribution LP, a
leading distributor of motion pictures in Canada, with motion
picture distribution operations in the United Kingdom and Spain.  
The Company's common shares are listed on the Toronto Stock
Exchange - trading symbols AAC.A and AAC.B.


ALLIANCE ATLANTIS: S&P Places BB Rating on Developing CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' long-term corporate credit rating, on Toronto-based
Alliance Atlantis Communications Inc. on CreditWatch with
developing implications.  Developing means that the ratings could
be raised, lowered, or affirmed, depending on the outcome of our
review.

"The CreditWatch placement follows Alliance Atlantis' announcement
that it is exploring strategic alternatives, namely the possible
sale of the entire company," said Standard & Poor's credit analyst
Lori Harris.  Alliance Atlantis has engaged RBC Capital Markets to
act as financial adviser in this process.

Should management pursue the selling option, the ratings on
Alliance Atlantis could be raised, lowered, or affirmed, depending
on the business and financial strength of the acquiring or new
company.  Standard & Poor's will evaluate the impact of a
transaction or strategic plan on credit quality when it is
announced.

Alliance Atlantis is an operator of Canadian specialty television
networks through its broadcasting business and a producer and
distributor of television programming, predominantly the hit
television franchise CSI, through its entertainment business.  The
company also holds a 51% limited partnership interest in Motion
Picture Distribution LP, which operates in Canada, the U.K., and
Spain.  Management recently completed a review of the
Motion Picture Distribution asset and said it is considering
selling some or all of it.  S&P expects this process to be
independent from the possible sale of Alliance Atlantis as a
whole.


AMERICAN SKIING: Selling Steamboat Resort for $265 Million
----------------------------------------------------------
American Skiing Company has entered into a definitive agreement to
sell Steamboat Ski & Resort Corporation to Steamboat Acquisition
Corporation, an affiliate of Intrawest ULC, for $265 million.  The
reported sale follows the review of strategic options for the
resort announced in July.

"In light of favorable market conditions and considerable interest
from prospective buyers, ASC decided to pursue a sale of the
resort" American Skiing President and CEO B.J. Fair, said.  "The
proceeds of this transaction will reduce outstanding debt and
allow us to focus on opportunities in our portfolio of resorts and
their related real estate."

"We look forward to working with the entire Intrawest team to
ensure a smooth transition and a continued outstanding resort
experience for our guests," added Fair.

The transaction is subject to customary closing conditions,
including Hart-Scott-Rodino antitrust approval and consent of
the United States Forest Service, and is expected to close on or
before March 31, 2007.

The purchase price of $265 million includes approximately
$4 million in assumed debt, and is subject to working capital and
seasonal earnings adjustments. After closing, it is anticipated
that net proceeds from the sale will be used to repay all existing
senior debt and outstanding revolver balances under American
Skiing's senior credit facility and certain other indebtedness.

Included in the sale are the resort and all resort-owned
operations, all of Steamboat's resort-owned real estate assets,
the commercial core of the Steamboat Grand Hotel & Condominiums
and the company's interest in the Walton Pond Apartments complex.

"Though it's only December, Steamboat is off to a terrific start
for the winter season with a number of new improvements, such as a
new high-speed lift in the resort's Sunshine area and renovations
of the two main on-mountain dining facilities" said Steamboat's
President and Managing Director Chris Diamond.  "As the resort
makes the transition to new ownership, the Steamboat team will
remain focused on the same qualities that make Steamboat the
West's favorite family resort: providing the best possible
vacation experience for its guests."

Bear Stearns and Main Street Advisors acted as financial advisors
to American Skiing Company in connection with the transaction.  
Goodwin Procter LLP acted as legal advisor to American Skiing
Company and Skadden, Arps, Slate, Meagher & Flom LLP and Jacobs
Chase Frick Kleinkopf & Kelley LLC acted as legal advisors to
Intrawest.

Headquartered in Park City, Utah, American Skiing Company --
http://www.peaks.com/-- is one of the largest operators of alpine  
ski, snowboard and golf resorts in the United States.  Its resorts
include Killington, Pico and Mount Snow in Vermont; Sunday River
and Sugarloaf/USA in Maine; Attitash in New Hampshire; Steamboat
in Colorado; and The Canyons in Utah.

                        *     *     *

At Oct. 39, 2006, American Skiing Co.'s balance sheet showed a
$425,249,000 stockholders' deficit compared to a $379,930,000
deficit at July 31, 2006.


AMERICAN TOWER: Board OKs Stock Option-Related Remediation Plan
---------------------------------------------------------------
The Board of Directors of American Tower Corporation has approved
the remediation plan presented by the Special Committee that
conducted a review of the Company's historical stock option
granting practices and related accounting.

The company had reported the Special Committee's key findings,
including that there were a number of deficiencies in the
company's stock option granting practices in November.  These
deficiencies contributed to the restatement of the company's
historical financial statements, which were filed with the
Securities and Exchange Commission on Nov. 29, 2006.

At that time, the company reported that the Special Committee was
preparing a remediation plan to address the issues raised by its
findings.  The following is a summary of the key aspects of the
remediation plan approved by the Board:

   -- The Company has requested, and each of its present senior   
      officers and members of its Board of Directors has agreed,
      to eliminate any benefit received by such individuals from
      options having been granted to them at prices below the
      fair market value of the Company's Class A common stock on
      the legal grant date, as determined by the Special
      Committee.  This will be accomplished by increasing the
      exercise price of unexercised options to such fair market
      value and, for exercised options, by such individuals
      compensating the Company for the amount of such benefit,
      after reduction for any taxes paid, either through a cash
      payment or canceling vested options having an in-the-money
      value equal to the amount of the payment.  The aggregate
      value of eliminating the benefit for the eight individuals
      with options subject to such remediation is approximately
      $7.5 million, prior to any adjustment for taxes paid.

   -- The Company plans to take steps to similarly eliminate any
      benefit received by certain former officers from the grant
      to them of options at below fair market value.  The
      aggregate value of eliminating the benefit for the three
      individuals with options subject to such remediation is
      approximately $7.6 million, prior to any adjustment for
      taxes paid.

   -- The Company's Chief Executive Officer will continue the
      assessment and re-evaluation of the Company's management
      organizational structure, focusing on the capabilities of
      the legal, human resources and accounting functions,
      including whether the responsibilities of any members of
      current management should be modified.

  -- The Company's revised procedures for approval and
     administration of stock options, which were approved by the
     Compensation Committee in August 2006, will be independently
     evaluated for adequacy and then monitored for effective
     implementation and compliance as part of the internal audit
     function.

  -- Additional training will be put in place with respect to
     governance, risk management and compliance, including as to
     stock option administration policies and procedures and
     compliance with the Company's code of conduct.

  -- The Company will evaluate and enhance its risk assessment
     activities and the adequacy of its administrative resources
     and communication of roles, responsibilities and
     accountability.  The Company will also assess, with Board-
     level oversight, the organization's attitude toward a
     culture of compliance and an effective internal control
     environment.

The company is continuing to cooperate with both the Department of
Justice and the Securities and Exchange Commission in their
respective inquiries regarding the Company's historical stock
option granting practices.

              Resumption of Stock Repurchase Program

As reported, the company temporarily suspended its stock
repurchase program in May 2006 in connection with the review
of its stock option granting practices.  Now that the Special
Committee has reported on its findings and the Board has approved
a remediation plan, the Board has approved the resumption of the
Company's stock repurchase program.

"We are pleased to have completed the review of the Company's
historical stock option granting practices" Jim Taiclet, American
Tower's Chief Executive Officer stated.  "By resuming our stock
repurchase program, we are renewing our commitment to return cash
to shareholders in accordance with our long term financial and
operational strategy."

Under the repurchase program, announced in November 2005, the
Company was authorized to repurchase up to $750 million of its
Class A common stock during the period November 2005 through
December 2006.  Prior to the suspension of the stock repurchase
program, the Company had repurchased a total of 11.8 million
shares of its Class A common stock for approximately
$358.3 million.  The Board has authorized the Company to
repurchase the remaining $391.7 million under this program through
the end of February 2007.

The company expects to complete the remaining $391.7 million under
the program by the end of February 2007, utilizing cash from
operations, borrowings under its credit facilities and cash on
hand to fund the repurchase program. Under the program, management
is authorized to purchase shares from time to time in open market
purchases or privately negotiated transactions at prevailing
market prices.  To facilitate repurchases, the Company's Board has
authorized the Company to make purchases pursuant to a Rule 10b5-1
plan, which will allow the Company to repurchase its shares during
periods when it otherwise might be prevented from doing so under
insider trading laws or because of self-imposed trading blackout
periods.  The Company expects that it will evaluate the size and
timing of future share repurchases prior to or upon completion of
this program.

Headquartered in Boston, Massachusetts, American Tower Corporation
(NYSE: AMT) -- http://www.americantower.com/-- is an independent  
owner, operator and developer of broadcast and wireless
communications sites in North America.  American Tower owns and
operates over 22,000 sites in the United States, Mexico, and
Brazil.  Additionally, American Tower manages approximately 2,000
revenue producing rooftop and tower sites.

                        *     *     *

As reported in Troubled Company Reporter Dec 13, 2006, Moody's
Investors Service placed the ratings of American Tower
Corporation' corporate family at Ba2 under review for possible
upgrade.


ANVIL HOLDINGS: Oct. 28 Balance Sheet Upside-Down by $140 Million
-----------------------------------------------------------------
Anvil Holdings Inc.'s balance sheet at Oct. 28, 2006, showed a
stockholders' deficit of $140 million.  At Oct. 28, 2006, the
company's balance sheet also showed $116.8 million in total assets
and $256.8 million in total liabilities.

Anvil reported a $6.1 million net loss on $42.2 million of net
sales for the quarter ended Oct. 28, 2006, compared with a
$14.8 million net loss on $41.4 million of net sales for the same
period in 2005.

The decrease in net loss is primarily due to a $3.7 million
provision for asset impairment and a $5 million provision for
income taxes in the fiscal quarter ended Oct. 29, 2005.  In
addition, interest expense on borrowings was $698,000 lower in the
current period than the corresponding prior year's period.  

Net sales for the quarter ended Oct. 28, 2006 increased $761,000,
or 1.8%.  Total units sold in the current quarter were
approximately 3% more than the same period of the prior year,
while average selling prices declined by approximately 1%, due
primarily to an increase in promotional allowances.

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?176a

                  Chapter 11 Bankruptcy Protection

On Oct. 2, 2006, Anvil Holdings Inc. and its subsidiaries Anvil
Knitwear Inc. and Spectratex, Inc. filed voluntary petitions for
Chapter 11 bankruptcy protection under the United States
Bankruptcy Code with the United States Bankruptcy Court for the
Southern District of New York.  


The U.S. Bankruptcy Court for the Southern District of New York
approved the company's Modified First Amended Plan of
Reorganization On Dec. 5, 2006.  The Plan provides that holders of
Anvil Knitwear Inc.'s 10.875% senior notes due 2007 would receive
99% of the equity of the reorganized company and that holders of
Anvil Holdings Inc.'s preferred stock would receive the remaining
equity, and warrants.  Secured creditors and general unsecured
creditors of the company would be paid in full or otherwise
unimpaired under the plan, while holders of the common stock of
Anvil Holdings would not receive any consideration and such
securities would be cancelled.   

The Official Committee of Unsecured Creditors appointed in the
bankruptcy case supports confirmation of the Plan.  

                           DIP Financing

At Oct. 28, 2006, there was $27.9 million outstanding under the
DIP Financing bearing interest at 8.5%.  At Oct. 28, 2006, there
was $2.9 million available for additional borrowings under the DIP
Financing.  

                        10-7/8% Senior Notes

On Mar. 14, 1997, Anvil issued $130 million Senior Notes due Mar.
15, 2007 and received proceeds of $126.1 million net of debt
discount of $3.9 million.  Interest on the Senior Notes is payable
semiannually on March 15 and September 15.   No interest has been
paid on the Senior Notes since Mar. 15 2006, and the company is in
default under certain terms of the indenture relating to the
Senior Notes.

                        About Anvil Holdings

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through
06-12347).  Richard A. Stieglitz, Jr., Esq., Stephen J. Gordon,
Esq., and Joel H. Levitin, Esq., at Dechert LLP represent the
Debtors in their restructuring efforts.  The Debtors' consolidated
financial data as of July 29, 2006, showed total assets of
$110,682,000 and total debts of $244,586,000.  The Debtors'
exclusive period to file a chapter 11 plan expires on Jan. 30,
2007.


ASARCO LLC: U.S. Government Wants Judgment Entered in Its Favor
---------------------------------------------------------------
The United States of America, on behalf of the Department of the
Interior asks the U.S. Bankruptcy Court for the Southern District
of Texas in Corpus Christi to enter a judgment in its favor and
against ASARCO LLC.

ASARCO is seeking to disallow the U.S. Government's Proof of Claim
in connection with reclamation obligations mining and milling
operations at the San Xavier District of the Tohono O'odham Indian
Nation.

The government argues that:

   (1) ASARCO LLC's complaint fails to state a claim on which
       relief can be granted;

   (2) the Court lacks jurisdiction over the subject matter
       because ASARCO failed to exhaust administrative remedies
       before commencing the Adversary Proceeding;

   (3) the Adversary Proceeding is not ripe for adjudication
       in as much as it seeks declaratory relief concerning claims
       the character and allowability of which are subjects of
       other pending proceedings, namely the administrative
       approval process of ASARCO's Mine Plan of Operations, the
       corresponding National Environmental Policy Act process
       and ASARCO's objection to Claim No. 10744; and

   (4) ASARCO has failed to join indispensable parties under Rule
       7019 of the Federal Rules of Bankruptcy Procedure,
       including the lessor landowners who are parties to the
       Mining and Business Leases.

As reported in the Troubled Company Reporter on Nov. 1, 2006,
ASARCO LLC asked the Court to:

   (a) disallow the U.S. Government's Proof of Claim;

   (b) determine that ASARCO has no obligation to backfill or
       revegetate Tract I and, by implication, Tract II;

   (c) deny the claim of damages relating to Tract III; and

   (d) disallow the claims of unpaid royalties, rents, interests
       and penalties for Tracts I and II.

In 1959, Asarco Inc., predecessor in interest to ASARCO LLC, and
the Department of Interior entered into two Mining Leases and 12
Business Leases with the San Xavier District of the Tohono
O'odham Indian Nation and certain members of the Nation holding
trust patent allotments on the Reservation.

The Leases facilitate ASARCO's mining and milling operations on
portions of the Mission Mine:

   * The Mining Leases allow ASARCO to mine and mill ore, and
     deposit the alluvial burden, unmilled waste rock and mill
     tailings on portions of the Reservation designated as "Tract
     I" and "Tract II," in exchange for paying the Nation and
     Allottees royalties on the ore production and rent for the
     land.

   * The Business Leases allow ASARCO to deposit waste rock and
     tailings from portions of the Mission Mine "on or adjacent
     to" the Reservation onto portions of the Reservation
     designated "Tract III," in exchange for paying the Indians
     rent for the land.

On July 28, 2006, the United States Government, on behalf of the
Interior Department and the Indians, filed Claim No. 10744
against ASARCO LLC, asserting a $5,334,000 reclamation obligation
for Tract I.  The Claim Amount includes:

   -- $3,245,000 for "earthwork," which presumably includes
      backfilling, and

   -- $836,000 for "revegetation."

In addition, the U.S. Government reserves its right to make future
reclamation claims on Tracts II and III for different amounts
because the Mining and Business Leases for those tracts remain in
effect.

                         About ASARCO LLC

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

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

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

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

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


ASARCO LLC: Wants Deposition of Three Mineral Park Personnel
------------------------------------------------------------
To complete discovery in advance of the expedited trial setting,
ASARCO LLC contacted Mineral Park Inc. in November 2006 to
schedule depositions, including those of Raymond Lee, Craig
Smith, and Jim Tompkins.  ASARCO also asked Mineral Park to
provide available dates for depositions during the weeks of
November 27, December 4, or December 11.  

Mineral Park, however, refused to provide available dates for any
of the six deponents ASARCO identified.  Instead, Mineral Park
offered to make time "in the new year . . . for any remaining
depositions."  

Mineral Park also indicated its preference that no further
discovery be conducted until the U.S. District Court for the
Southern District of South Texas decides on its appeal of the
Bankruptcy Court's preliminary injunction.  Mineral Park has not
suggested that the trial date should be continued.

ASARCO believes that delaying depositions of the three witnesses
until January 2007 would significantly prejudice its ability to
complete discovery and present its case at trial the following
month.  

Thus, ASARCO asks the Court to compel Mineral Park to produce
Messrs. Lee, Smith, and Tompkins for depositions.  

                      Mineral Park Responds

Patricia Reed Constant, Esq., in Corpus Christi, Texas, relates
that Messrs. Lee, Smith, and Tompkins are working diligently to
mitigate the resulting disruption of the Court's preliminary
injunction to Mineral Park's operations and planning.  In the
immediate term, that critical work demands their concerted
attention, especially given the recent decline in copper prices.

Ms. Constant adds that ASARCO has failed to explain why three
short depositions must be taken during this important time for
Mineral Park.  Without justification, ASARCO has insisted
steadfastly on completing the depositions by December 15.  Simply
stating that Mineral Park's "position is incompatible with the
current trial setting" does not make it true, Ms. Constant says.  
The two deposition days can easily be scheduled for early 2007
without compromising trial preparations.

More importantly, Mineral Park has sought leave to appeal the
Injunction Order.  The appeal to the District Court concerns
whether the South Mill must be assessed at fair market value or
may be judged on a "going concern" value.  Ms. Constant contends
that resolving this key legal issue will save the Bankruptcy
Court and the parties significant time and resources at trial
and, perhaps, facilitate a pretrial business resolution.

Thus, Mineral Park believes that it would be more prudent and
efficient to delay the depositions for now.

Accordingly, Mineral Park asks the Court to deny ASARCO's
request.

                         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).


AUTOCAM CORPORATION: Fails to Make December 15 Interest Payment
---------------------------------------------------------------
Autocam Corporation, in a regulatory filing with the U.S.
Securities and Exchange Commission, disclosed that it failed to
make the semi-annual interest payment of $7.6 million due
Dec. 15, 2006, under its $140 million of outstanding 10.875%
senior subordinated notes due June 2014.

The company says that the non-payment of interest due on the Notes
triggers a 30-day grace period during which payment can be made
before triggering an event of default under the indenture
governing the Notes and cross-default provisions under agreements
covering its senior secured credit facilities and its second lien
credit facility.

                    Noteholders' Proposal

The company says that on Dec. 14, 2006, it received a proposal
signed by the holders of 85% of the Notes concerning the terms of
a possible recapitalization of Autocam.  As part of the proposed
recapitalization, the company's Noteholders would purchase
$85 million of newly issued equity securities in the form of a
payment-in-kind preferred stock and convert the Notes into 100% of
the common equity of Autocam.  As of Dec. 14, 2006, the company
had $108.1 million in borrowings outstanding under its senior
secured credit facilities and $77.6 million in borrowings
outstanding under its second lien credit facility, including
accrued paid-in-kind interest.

The proposal anticipates that the indebtedness under the company's
second lien credit facility will be repaid in full with proceeds
of the PIK Preferred Equity and any excess would be used to
satisfy expenses of the transaction and increase working capital.  
It is also anticipated that the company's senior secured credit
facilities would be reinstated or refinanced on market terms.  
After completion of the recapitalization, it is anticipated that
the company would have approximately $110.0 million of funded
secured indebtedness.

The company relates that the proposal would significantly enhance
its financial strength and operational flexibility, which would
benefit all of its stakeholders.  The recapitalization would
improve short- and long-term liquidity on a global basis, allowing
the company to better serve its customers, meet its debt service
and working capital requirements and fund capital expenditures for
new programs.

The company discloses that the proposal is subject to approval by
its board of directors and equity holders and is subject to final
negotiations, documentation and customary conditions of closing.

                   About Autocam Corporation

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


AUTOCAM CORP: Interest Non-Payment Cues S&P's Default Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CC' corporate
credit and 'C' subordinated note ratings on Autocam Corp. to 'D'.

At the same time, the 'CC' rating and '2' recovery rating on the
senior secured credit facilities were withdrawn, because the
company reported that it expects to reinstate or refinance its
senior secured credit facilities.  In addition, all ratings were
removed from CreditWatch with negative implications where they
were placed on Nov. 22, 2006.

The ratings actions follow the company's failure to pay its semi-
annual $7.6 million interest payment due on Dec. 15, 2006, on its
$140 million senior subordinated notes.

Following the nonpayment of interest, Autocam received a
recapitalization proposal from the note holders under which they
offered to purchase newly issued PIK preferred equity securities
and convert their notes into 100% of the common equity of Autocam.  
Indebtedness under the company's second-lien credit facility
would, under the proposal, be repaid in full with proceeds of the
PIK preferred equity.  The senior secured credit facilities would
be reinstated or refinanced.


BEAR STEARNS: Fitch Assigns Low-B Ratings on $40.1 Million Debt
---------------------------------------------------------------
Fitch rates Bear Stearns Commercial Mortgage Trust's commercial
mortgage pass-through certificates, series 2006-PWR14, as:

   -- $114,700,000 class A-1 'AAA';
   -- $170,700,000 class A-2 'AAA';
   -- $68,900,000  class A-3 'AAA';
   -- $125,050,000 class A-AB 'AAA';
   -- $950,942,000 class A-4 'AAA';
   -- $297,407,000 class A-1A 'AAA';
   -- $246,815,000 class A-M 'AAA';
   -- $222,132,000 class A-J 'AAA';
   -- $1,234,071,304 class X-1 'AAA';
   -- $1,207,287,000 class X-2 'AAA';
   -- $1,234,071,304 class X-W 'AAA';
   -- $46,278,000 class B 'AA';
   -- $24,682,000 class C 'AA-';
   -- $37,022,000 class D 'A';
   -- $21,596,000 class E 'A-';
   -- $24,681,000 class F 'BBB+';
   -- $24,682,000 class G 'BBB';
   -- $24,681,000 class H 'BBB-';
   -- $9,256,000 class J 'BB+';
   -- $6,170,000 class K 'BB';
   -- $9,256,000 class L 'BB-';
   -- $3,085,000 class M 'B+';
   -- $6,170,000 class N 'B'; and
   -- $6,171,000 class O 'B-'.

The $27,766,608 class P is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J are offered
publicly, while classes X-1, X-2, X-W, B, C, D, E, F, G, H, J, K,
L, M, N, O, and P 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 250
fixed rate loans having an aggregate principal balance of
approximately $2,468,142,608, as of the cutoff date.


BENROCK INC: Ct. OKs Streetman Meeks as Trustee's Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
authorized Richard L. Cox, Esq., the appointed Chapter 7 Trustee
of Benrock Inc.'s bankruptcy case, to employ Streetman Meeks &
McMillan as his special counsel.

The firm will represent the Debtor to pursue several pending
litigation cases.

Papers filed with the Court did not disclose the firm's
compensation fee.

Thomas S. Streetman, Esq., a member at Streetman Meeks & McMillan,
assured the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Streetman can be reached at:

     Thomas S. Streetman, Esq.
     302 Main Street, P.O. Drawer A
     Crossett, AR 71635
     Tel: (870) 364-2213
     Fax: (870) 364-6500

Headquartered in Benton, Arkansas, Benrock Inc. provides
marine equipment & supplies.  The Company filed for chapter 11
protection on December 1, 2004 (Bankr. E.D. ARK Case No.
04-24405).  James E. Smith, Jr., Esq., represented the Debtor.  
The Debtor's chapter 11 case was converted to a chapter 7
liquidation proceeding on Oct. 31, 2005, and Richard L. Cox, Esq.,
was appointed as the Chapter 7 trustee.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $1 million and $100 million.


BOMBARDIER INC: Closes EUR4.3 Billion Letter of Credit Facility
---------------------------------------------------------------
Bombardier Inc. signed a EUR4.3 billion Syndicated Letter of
Credit Facility agreement on Dec. 18, 2006, with a group of
leading international financial institutions.  The facility is set
up in Europe for the benefit of Bombardier Inc. and all of its
subsidiaries.  It will replace existing syndicated North American
and European facilities.

Bombardier attained its objective of securing availability for an
extended term, while at the same time reducing considerably its
issuing costs.  This is a clear indication of the banks' support
for Bombardier's business plan.

Calyon, BNP Paribas, Deutsche Bank and J.P. Morgan, who have
jointly arranged the facility, as mandated lead arrangers and
joint book runners, were joined by five banks as mandated lead
arrangers and sub-underwriters and 16 additional banks joined in
the general syndication.

This closing completes the refinancing plan undertaken during the
third quarter of fiscal year 2007, which included tender offers of
certain notes and a new issue of senior notes.

                         About Bombardier

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation    
solutions, from regional aircraft and business jets to rail
transportation equipment.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Bombardier
Inc. and Bombardier Capital Ltd.  The Senior Unsecured Debentures
of both Bombardier Inc. and Bombardier Capital Ltd. are confirmed
at BB, and Preferred Shares of Bombardier Inc. at Pfd-4.  All
trends are Negative.

In October 2006, Fitch Ratings downgraded the debt and Issuer
Default Ratings for both Bombardier Inc.  The Company's issuer
default rating was downgraded from BB to BB-.  Other rating
actions include, Senior unsecured debt revised to 'BB-' from 'BB';
Credit facilities revised to 'BB-' from 'BB' and Preferred stock
revised to 'B' from 'B+'.  The Rating Outlook is Stable.

Also in October 2006, Standard & Poor's Ratings Services affirmed
its 'BB' long-term corporate credit rating on Bombardier.  At the
same time, Standard & Poor's assigned its 'BB' issue rating to
Bombardier's proposed issuance of up to EUR1.8 billion seven-to-
ten-year multi-tranche senior unsecured notes.

Bombardier Inc.'s proposed EUR1.8 billion in new senior unsecured
notes carry Moody's Investors Service Ba2 rating.


CARRINGTON MORTGAGE: Fitch Rates $20.6MM Class M-10 Certs. at BB+
-----------------------------------------------------------------
Carrington Mortgage Loan Trust, series 2006-NC5, is rated by Fitch
Ratings:

   -- $842 million classes A-1 through A-5 certificates 'AAA';
   -- $67.6 million class M-1 certificates 'AA+';
   -- $64.7 million class M-2 certificates 'AA';
   -- $21.8 million class M-3 certificates 'AA';
   -- $31.8 million class M-4 certificates 'A+';
   -- $24.1 million class M-5 certificates 'A';
   -- $16.5 million class M-6 certificates 'A-';
   -- $20.6 million class M-7 certificates 'BBB+';
   -- $12.9 million class M-8 certificates 'BBB';
   -- $17.6 million class M-9 certificates 'BBB'; and,
   -- $20.6 million class M-10 certificates 'BB+'.

The 'AAA' rating on the senior certificates reflects the 28.40%
total credit enhancement provided by the 5.75% class M-1, the
5.50% class M-2, the 1.85% class M-3, the 2.70% class M-4, the
2.05% class M-5, the 1.40% class M-6, the 1.75% class M-7, the
1.10% class M-8, the 1.50% class M-9, the 1.75% class M-10 and the
3.05% initial overcollateralization.  

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the primary servicing
capabilities of New Century Mortgage Corporation.  Wells Fargo
Bank, N.A. will act as trustee.

As of the cut-off date, Dec. 1, 2006, the mortgage loans have an
aggregate balance of approximately $1,216,634,845 as of the
cut-off date after application of scheduled payments due on or
before the cut-off date whether or not received and subject to a
permitted variance of plus or minus 5%.  Approximately 23.60% of
the mortgage loans are interest only.  

The weighted average mortgage rate is approximately 8.272% and the
weighted average remaining term to maturity is 358 months. The
average cut-off date principal balance of the mortgage loans is
approximately $226,942.  The weighted average original
loan-to-value ratio is 80.80% and the weighted average Fair, Isaac
& Co. score is 616.  The properties are primarily located in
California, Florida and New York.


CATHOLIC CHURCH: Classification & Treatment of Claims Under Plan
----------------------------------------------------------------
Under the Joint Plan of Reorganization filed by the Archdiocese of
Portland in Oregon; the Tort Claimants Committee; David A.
Foraker, the Future Claimants Representative; and the Parish and
Parishioners Committee, all Claims against Portland, other than
Administrative Claims and Priority Tax Claims, are divided into
nine separate classes.  The Proponents believe complies with the
requirements of the Bankruptcy Code.

                                                      Estimated
Class  Description                                Total Amount
-----  ------------                               ------------
  N/A   Administrative                               $6,000,000
  N/A   Priority Tax Claims                              $5,935
   1    Non-Tax Priority Claims                          $2,920
   2    Umpqua Bank Secured Claim                      $313,700
   3    Perpetual Endowment Fund Secured Claim       $4,974,348
   4    Key Bank Guaranty Claims                     $4,000,000
   5    General Unsecured Claims                       $525,000
   6    Allowed Known Tort Claims                   $40,700,000
   7    Future Claims                                   unknown
   8    Retiree Benefit Claims                         $404,000
   9    Donor and Beneficiary Claims                        N/A

The holders of Allowed Claims in Classes 2, 3, 4, 5, 6, 7, and 9,
which are impaired, are entitled to vote on the Plan.  Classes 1
and 8 are not impaired and are deemed to have accepted the Plan
without voting.

Except for Class 9, the rest of the classes will get 100%
recovery.

Hamilton Rabinovitz & Alschuler, Inc.'s revised forecast of Future
Claims projects that there likely will be asserted against the
Archdiocese approximately 37 Future Claims, which are expected to
result in an aggregate liability in the range of $5,200,000 net
present value to $7,400,000 net present value.  However, under a
variation of this revised forecast, HR&A estimates that the number
of Future Claims could be as low as 11 and as high as 63, which
could be expected to result in an aggregate liability in the range
of $1,600,000 net present value to $12,100,000 net present value.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 75; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Portland, et al., File Joint Reorganization Plan
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon; the Tort Claimants
Committee appointed to represent the interests of Known Tort
Claimants; David A. Foraker, in his capacity as Future Claimants
Representative; and the Parish and Parishioners Committee
delivered a joint plan of reorganization and accompanying
disclosure statement to the U.S. Bankruptcy Court for the District
of Oregon on Dec. 18, 2006.

The Plan Proponents expect the Plan to take effect on May 1, 2007.

The Plan Proponents, the Known Tort Claimants, the Insurance
Companies, and representatives of the Archdiocesan High Schools,
and their attorneys, commenced intensive mediation sessions in
September 2006, with U.S. District Court Judge Michael R. Hogan
and Oregon Circuit Court Judge Lyle C. Velure, as mediators, to
resolve all pending issues necessary to achieve confirmation of a
consensual plan.

The mediation sessions were largely completed in December 2006.
With the effort and commitment of Judges Hogan and Velure, and the
cooperation of all parties involved in the mediation, Portland,
majority of the Known Tort Claimants, the Tort Claimants
Committee, the Future Claimants Representative, the Parish and
Parishioners Committee, and representatives of the Archdiocesan
High Schools were able to resolve the majority of the pending
disputes and reached agreement on a joint plan that had broad
support.

The Plan Proponents disclose that portions of the Disclosure
Statement describing Portland's financial condition have not been
subjected to an independent audit, but prepared from information
compiled by the Archdiocese from records maintained in the
ordinary course of its operations.  Thus, despite reasonable
efforts to accurately prepare all financial information, the
Proponents cannot guarantee that the information is without error.

Moreover, the Plan Proponents point out that the contents of the
Disclosure Statement should not be construed as legal, business or
tax advice to creditors; creditors should consult their own legal
counsel or tax advisor on any questions or concerns about tax or
other legal effects of the Plan on them.

                      Key Plan Provisions

The key provisions of the Joint Plan are:

   * The insurance litigation between Portland and its
     Insurance Companies regarding coverage to pay Tort Claims
     has been settled.  The Settling Insurance Companies have
     agreed to pay an aggregate of $51,750,000.  This payment,
     however, is contingent upon the settlement agreements being
     approved and the Settling Insurance Companies obtaining a
     release from any and all further liability under their
     insurance policies with the Archdiocese.

   * As of December 18, 2006, approximately 143 of the Known Tort
     Claims against Portland have been settled for approximately
     $40,700,000.  These Claims will be paid in full, with agreed
     interest, upon confirmation of the Plan.

   * Twenty-six Known Tort Claims remain to be resolved by
     settlement or further litigation.  The Reorganized Debtor
     will provide up to $13,750,000 to pay these Claims as  --
     and to the extent -- they are Allowed.

   * The Reorganized Debtor will provide up to $20,000,000 to pay
     Future Claims -- currently unknown Claims for Child Abuse
     that are asserted by a Future Claimant on or before
     April 30, 2030 -- as they are Allowed.

   * Claims will be paid from Insurance Recoveries, Archdiocesan
     assets, and loans secured by Archdiocesan assets.  It is
     anticipated that no Parish or School property will be used
     to pay Claims or serve as collateral for any loans, and that
     the Reorganized Debtor will be able to provide the necessary
     funding to pay Claims without increasing the Parish
     assessments.

   * The Estate Property Litigation between Portland and the Tort
     Claimants Committee regarding the availability of Parish and
     School property to pay Claims will be settled and all
     appeals resulting from that litigation will be dismissed.

   * The Reorganized Debtor will, not later than one year
     following the Effective Date, restructure under civil law
     the Archdiocese, the Parishes, and the Schools into one or
     more charitable trusts, endowments, non-profit religious
     corporations, or other charitable entities that are, under
     Oregon law, legally separate and distinct from the
     Reorganized Debtor.  As part of, and as required by the
     restructuring, the Reorganized Debtor will transfer property
     between and among any existing and newly created entities.

The Joint Plan provides for the Reorganized Debtor to pay in full
all Claims that are allowed including all Settled Tort Claims
within 10 days after the effective date of the Plan.  In the event
the Bankruptcy Court determines that it will be necessary to
estimate any or all of the Unresolved Known Tort Claims to confirm
the Plan, the District Court will make the estimation.  The Plan
provides for the establishment of both a Known Tort Claims Trust
and a Future Claims Trust to hold funds and make payment on
Unresolved Known Tort Claims and Future Claims as they are
resolved.  The Known Tort Claims Trust and Future Claims Trust
will each be structured as a "qualified settlement fund" within
the meaning of Treasury Regulations enacted under Section 486B(g)
of the Internal Revenue Code.

Portland estimates the current fair market value, as of Oct. 31,
2006, of:

   -- the Unrestricted Archdiocesan Property to be approximately
      $21,259,879; and

   -- the Restricted Archdiocesan Property to be approximately
      $103,626,679.

The Claimants Committee has asserted that these funds are property
of the estate and are available to pay claims against the
Archdiocese.  This issue will be settled upon confirmation of the
Plan.

                  Parish and School Properties

According to the Plan Proponents, the Parish and School Property
includes all Parish churches, schools, and cemeteries, Central
Catholic High School, Regis High School, Marist High School, and
all Parish and School bank and investment accounts, including
these entities' funds and investments in the Archdiocesan Loan and
Investment Program and the Catholic Education Endowment Fund.

The value of the cash and investments in these accounts totaled
approximately $76,500,000 as of June 30, 2006, of which
approximately:

   (a) $29,000,000 is held in Parish bank accounts and is
       constantly being used and replenished to support Parish
       and School operations;

   (b) $15,500,000 is held in Parish Catholic Education Endowment
       Fund accounts; and

   (c) $22,500,000 is held in Parish Archdiocesan Loan and
       Investment Program accounts.

Portland only receives Parish financial reports annually in the
fall of each year for the preceding fiscal year.  The Archdiocese
believes it unlikely that the stated amounts have changed
significantly since June 30, 2006.  Few current appraisals exist
for the Parish and School real property and it would be very
difficult to provide a reliable estimate of the value of the
property, the Plan Proponents tell the Court.  This is because
much of the property can likely be used only for churches and
schools without significant cost to the purchaser to demolish or
convert the buildings on the property.  There is only a limited
market for church and school property.

In addition, many of the churches and schools are in residential
neighborhoods with restricted zoning which could prevent the
property from being used for any other purpose.  The current tax
appraised value of the real property likely exceeds $400,000,000.

As part of, and as required by, the restructuring, the Reorganized
Debtor will transfer property between and among any existing or
newly created entities.  The Parish and Parishioners Committee
will remain in existence following the Plan Effective Date for the
sole purpose of ensuring that the restructuring transactions
contemplated by the Plan, as they affect Parishes, are reasonably
implemented.  The Archbishop will consult the Parish and
Parishioners Committee, provided that nothing in the Plan is
intended to diminish the rights or alter the obligations of the
Archbishop under ecclesiastical law with respect to the
restructuring.

                           Discharge

Notwithstanding the Discharge provisions of the Plan, Portland's
discharge will not impair or release the obligations of any Non-
Settling Insurance Company with respect to the Claims.  Moreover,
obligations arising under any settlement agreement between
Portland and any Settling Insurance Company approved by the
Bankruptcy Court will not be discharged.

                      Vesting of Property

On the Plan Effective Date, the Reorganized Debtor will be vested
with all of the property of the Estate free and clear of all
claims, liens, encumbrances, charges and other interests of
Creditors and Claimants.  The Reorganized Debtor may hold, use,
dispose, and otherwise deal with the property and conduct its
affairs, in each case, free of any restrictions imposed by the
Bankruptcy Code or by the Bankruptcy Court, other than those
restrictions expressly imposed by the Plan, the Confirmation
Order, or the Plan Documents.

            Exculpation and Limitation of Liability

Under the Joint Plan, none of the Released Parties will have or
incur any liability to, or be subject to any right of action by,
any holder of a Claim, or any other party-in-interest for any act
or omission arising out of the Case, including the exercise of
their business judgment and the performance of their fiduciary
obligations, the pursuit of confirmation of the Plan, or the
administration of the Plan or the property to be distributed under
the Plan, except liability for their willful misconduct or gross
negligence.  These parties will be entitled to reasonably rely on
the advice of counsel with respect to their duties and
responsibilities under the Plan or in the context of the Case.

                     Injunction Provisions

In consideration of the undertakings of the Settling Insurance
Companies pursuant to their settlements with the Archdiocese, all
Persons or Entities who have held, hold, or may hold Claims,
against the Settling Insurance Companies will be:

   * forever barred from pursuing the Claims, whether the Claims
     are based on tort or contract or otherwise; and

   * permanently enjoined on and after the Effective Date from:

     -- commencing or continuing in any manner, any action or any
        other proceeding of any kind with respect to any Claim;

     -- seeking the enforcement, attachment, collection or
        recovery by any manner or means with respect to any
        Claim;

     -- creating, perfecting, or enforcing any encumbrance of any
        kind against the Parties or the property of the Parties
        with respect to any Claim;

     -- asserting any set-off, right of subrogation, or
        recoupment of any kind against any obligation due to the
        Parties with respect to any Claim; and

     -- taking any act, in any manner and in any place, that does
        not conform to or comply with provisions of the Plan, the
        Known Tort Claims Trust Agreement, or Future Claims Trust
        Agreement.

Each Tort Claimant holding an Unresolved Tort Claim, will be
entitled to continue or commence an action against the Reorganized
Debtor pursuant to which the Tort Claimant will be entitled to a
jury trial, if requested and required, for the sole purpose of
obtaining a judgment as permitted by the Plan.  Through this, the
Tort Claimant's Claim will be liquidated and will be paid with
other Unresolved Tort Claims once Allowed in the ordinary course
of the operations of the Known Tort Claims Trust and Future Claims
Trust, consistent with the provisions of the Known Tort Claims
Trust Agreement and Future Claims Trust
Agreement.

The holder of any judgment will be enjoined from executing against
the Reorganized Debtor, the Settling Insurance Companies, their
predecessors, successors, and assigns, the Released Parties, the
Known Tort Claims Trust, or the Future Claims Trust, or their
assets.  In the event any Person or Entity takes any action that
is prohibited by, or is otherwise inconsistent with the provisions
of the Plan, then, upon notice to the Bankruptcy Court by an
affected Party, the action or proceeding in which the Claim of the
Person or Entity is asserted will automatically be transferred to
the Bankruptcy Court for enforcement of the Plan provisions.

                          Feasibility

For the purpose of determining whether the Plan meets the
Feasibility requirement, Portland has prepared a 14-year
projection -- from fiscal year 2006 to 2007 until fiscal year 2019
to 2020 -- showing that the Reorganized Debtor will have the
resources and ability to pay those Claims that are due on
confirmation of the Plan and all future obligations as they come
due.

                  Best Interests of Creditors

Portland has agreed to provide funding to pay Claims which the
Plan Proponents believe is more than sufficient in amount to
enable the Reorganized Debtor to pay all Claims in full with
interest. Because in Chapter 7, creditors can be paid no more than
the full amount of their Claims, as allowed with interest at the
federal judgment rate, and because Portland is committing under
the Plan to provide funding which the Proponents believe will be
more than sufficient to pay all Claims in full with interest at a
rate greater than the federal judgment rate, the Proponents
believe that the Plan satisfies the "best interest of creditors"
test of Section 1129(a)(7) of the Bankruptcy Code.

               Confirmation Over Dissenting Class

In the event that any impaired class of Claims does not accept the
Joint Plan, the Bankruptcy Court may nevertheless confirm the Plan
because the Plan "does not discriminate unfairly" and is "fair and
equitable" with respect to any non-accepting class, the Plan
Proponents assert.

A full-text copy of Portland's Joint Reorganization Plan is
available for free at http://researcharchives.com/t/s?177f

A full-text copy of Portland's Disclosure Statement accompanying
the Joint Plan is available for free at:

              http://researcharchives.com/t/s?1780

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 75; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CKE RESTAURANTS INC: Earns $9.5 Million in Quarter Ended Nov. 6
---------------------------------------------------------------
CKE Restaurants, Inc., filed its financial statements for the
twelve weeks ended Nov. 6, 2006, with the Securities and Exchange
Commission on Dec. 12, 2006.

Third quarter net income was $9.5 million versus $15.8 million in
the prior year quarter.  This year's results include $10.1 million
in income tax expense versus $600,000 in the prior year quarter.

For the first three quarters of fiscal 2007, the company's net
income was $39.8 million, compared to net income of $40.3 million
in the prior year comparable period.  This year's results include
$32.5 million in income tax expense, versus $1.7 million in the
prior year's comparable period.

Third quarter income before taxes grew to $19.5 million, a $3.1
million, or 19.1 percent, increase over the prior year quarter.  
This year's pretax results include a $2.8 million charge related
to the induced conversion of a portion of the company's
convertible notes.  Excluding this item, income before taxes for
the quarter would have been $22.3 million, a 36.2 percent
increase, compared with $16.4 million in the prior year quarter.
During the quarter, the company also incurred $2 million of stock
compensation expense, while it incurred no significant comparable
expense in the prior year quarter.

Same-store sales increased 6.2 percent at Carl's Jr.(R) and 5.6
percent at Hardee's(R) company-operated restaurants, compared to
the prior year quarter.

Consolidated revenue for the current year quarter was $364.9
million, a 6 percent increase from the prior year quarter.

For the forty weeks ended Nov. 6, 2006, the company generated
earnings before interest, taxes, depreciation and amortization and
facility action charges of $139 million.  For the trailing four
fiscal quarters, the company generated Adjusted EBITDA of $177.8
million.

The company repurchased 524,400 shares of common stock during the
quarter at a total cost of $10 million.  During the quarter, the
company's Board of Directors increased the company's common stock
repurchase authorization by an additional $50 million, bringing
the total authorization to $100 million.  As of Nov. 6, 2006,
$56.4 million of this authorization remained available for future
repurchases.

During the quarter ended Nov. 6, 2006, $38.4 million aggregate
face amount of the company's convertible notes were converted into
common stock.  As of the end of the quarter, the total amount of
notes converted was $89.8 million, or 85.5 percent of the original
$105 million principal amount issued.

Fully diluted shares outstanding for the twelve and forty weeks
ended Nov. 6, 2006, were 72 million and 72.7 million,
respectively.

Andrew F. Puzder, president and chief executive officer, said:

"We are pleased to report income before taxes of $19.5 million for
the third quarter, an improvement over the prior year's result of
$16.4 million.  We achieved this improvement despite a $2.8
million charge associated with the induced conversion of a portion
of our convertible notes.  Excluding this item, income before
taxes for the third quarter would have been $22.3 million, a 36.2
percent increase over the prior year quarter."

"We continue to improve the financial position of the company,
allowing us to return capital to shareholders.  During the
quarter, we repurchased $10 million of common stock, bringing the
year to date repurchase total to $34.0 million.  Between our
common stock repurchases and dividends, we are on course to return
more than $48 million to shareholders in fiscal 2007."

"During the quarter, we also reduced our outstanding convertible
debt by an additional $38.4 million pursuant to unsolicited offers
by certain of our convertible note holders to convert their notes
into common stock in return for an inducement payment.  We
incurred $2.8 million in conversion inducement expense during the
third quarter.  In total, these conversions have resulted in an
$89.8 million reduction of our outstanding debt and total
conversion inducement expense of $6.4 million (which is less than
the net present value of the remaining interest on the convertible
notes between the dates they converted and their call date in
October 2008).  We now have $15.2 million in convertible notes
outstanding."

"As previously announced, we have acquired 57 Hardee's restaurants
in the Georgia market through a series of transactions, the last
of which was completed in the third quarter.  This most recent
purchase of 14 restaurants, including land, buildings and
equipment in the Atlanta area for $6.5 million, makes the company
the largest Hardee's operator in the state.  We believe Georgia
can be an integral part of the Hardee's growth plan, and look
forward to developing company-operated stores within the Atlanta
market as well as increasing franchise growth in the region."

"Despite our common stock repurchases, the conversion inducement
expense and the Atlanta purchase, we also reduced our term loan
debt by $9.3 million during the third quarter, for a fiscal year
to date total repayment of $28.7 million.  As of the end of the
third quarter, the combined balances of our term loan and our
remaining convertible debt is $85.2 million, a $118.6 million
reduction since the beginning of fiscal 2007."

"Both Carl's Jr. and Hardee's were able to reduce total restaurant
operating costs as a percentage of company-operated revenue during
the third quarter, thanks to our ability to leverage our strong
same-store sales growth driven by our premium quality product
strategy, as well as favorable food commodity costs."

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 6, 2006, are available for
free at http://researcharchives.com/t/s?176e

                       About CKE Restaurants

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com-- through its subsidiaries,  
franchisees and licensees, operates some of the most popular U.S.
regional brands in quick-service and fast-casual dining, including
the Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R)
and Green Burrito(R) restaurant brands.  The CKE system includes
more than 3,200 locations in 43 states and in 13 countries.  

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on CKE Restaurants Inc. to BB- from B+.  All ratings were
removed from CreditWatch, where they were placed on Oct. 24, 2006,
with positive implications.  The outlook is stable.


COLLINS & AIKMAN: Seeks Approval for IHDG Litigation Trust Accord
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve their stipulation with the IHDG Litigation Trust.

In March 1998, Collins & Aikman Products Co. sold the stock of its
wholly owned subsidiary, Imperial Wallcoverings, Inc., to the
Imperial Home Decor Group, Inc.  As part of the sale, IHDG assumed
certain liabilities associated with the business of Imperial
Wallcoverings, including workers compensation and other casualty
claims that arose prior to the sale.  

After the sale closed, C&A (a) continued to administer and pay the
claims, (b) provided freight hauling services to IHDG and (c)
continued to permit former employees of Imperial Wallcoverings to
use C&A's Diners Club corporate cards.  IHDG was obligated to
reimburse C&A for all the amounts.

On Jan. 5, 2000, IHDG and certain affiliates filed voluntary
petitions for relief commencing cases under Chapter 11 before the
United States Bankruptcy Court for the District of Delaware.

On Aug. 1, 2000, C&A filed general unsecured proofs of claim for
$2,571,917 plus an unliquidated amount against the IHDG Debtors.
The C&A Claims were comprised, in part, of:

   (a) payments made by C&A for IHDG workers compensation and
       other insurance claims that were not reimbursed,

   (b) projected future IHDG workers compensation and other
       insurance claims that would be paid by C&A,

   (c) amounts owed to C&A by IHDG for freight service and

   (d) amounts owed for Diners Club charges by IHDG employees.

Pursuant to the Amended Joint Plan of Reorganization confirmed in
the IHDG Cases, a trust was created to

   (1) prosecute certain causes of action belonging to the IHDG
       Debtors and certain objections to claims filed in the IHDG
       Cases; and

   (2) distribute a certain percentage of the proceeds to general
       unsecured creditors.

On Aug. 2, 2001, the IHDG Litigation Trust filed objections to the
C&A Claims.

Then, on Jan. 4, 2002, the IHDG Litigation Trust commenced an
adversary proceeding against C&A seeking to avoid and recover
preferential transfers for $185,814.

On Jan. 26, 2005, the court in the IHDG cases approved a
settlement between the IHDG Litigation Trust and C&A resolving
both the objection to the C&A Claims and the IHDG Preference
Action.  Pursuant to the 2005 Settlement, C&A agreed to pay
$120,000 to the IHDG Litigation Trust in three installments of
$40,000 payable on January 14, 2005, April 15, 2005, and
June 15, 2005.  In exchange, among other things, the Litigation
Trustee agreed to make distributions from the IHDG Litigation
Trust to C&A as the holder of an allowed general unsecured claim
in the amount of $2,691,917.

C&A made the first two installment payments under the 2005
Settlement on Jan. 15, 2005 and April 15, 2005.  The second
installment payment was made on May 17, 2005, within 90 days of
the Petition Date.  C&A has not made the third installment
payment, which came due after the Petition Date.

On Dec. 27, 2005, the IHDG Litigation Trust filed a proof of claim
in C&A's Chapter 11 cases for $105,814.  The IHDG Claim amount is
the amount sought in the IHDG Preference Action, $185,814, minus
the two installments of $40,000 paid by C&A under the 2005
Settlement.

Because C&A has not paid the final installment under the 2005
Settlement, the Litigation Trustee has not made any distributions
to C&A from the IHDG Litigation Trust on account of the C&A
Claims.

The Debtors and the IHDG Litigation Trust have engaged in
negotiations to resolve the IHDG Claim and provide for
distribution from the IHDG Litigation Trust on account of the C&A
Claims.

Pursuant to a stipulation, the Debtors and the IHDG Litigation
Trust agree that:

    a. C&A will have an allowed general unsecured claim against
       the estates of IHDG for $2,691,917 and the IHDG Litigation
       Trust will make distributions to C&A based on the claim in
       the same manner and, except for the distribution in
       November 2005, at the same time as distributions are made
       to other holders of general unsecured claims against the
       estates of IHDG;

    b. Within 15 business days after the approval of the
       Stipulation in the IHDG Cases and C&A cases, the IHDG
       Litigation Trust will pay $174,402 to C&A;

    c. The IHDG Litigation Trust will have an allowed general
       unsecured claim against the estate of C&A for $40,000; and

    d. The parties agree to mutual releases of all claims arising
       prior to the date of the Stipulation except for those
       agreed to in the Stipulation.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in    
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COLLINS & AIKMAN: Becker Fights Lease Decision Period Extension
---------------------------------------------------------------
Becker Properties, LLC, and Anchor Court, LLC, ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to deny
Collins & Aikman Corporation and its debtor-affiliates' request to
further extend until March 14, 2007, the period within which they
must assume or reject the Becker Leases.

As reported in the Troubled Company Reporter on Dec. 5, 2006, the
Debtors want more time to decide on what to do with these leases:

   -- 6600 East Fifteen Mile Road, Sterling Heights, Michigan;
   -- 1601 Clark Road, Havre de Grace, Maryland; and
   -- 47785 West Anchor Court, Plymouth, Michigan.

The Debtors had argues that they will be unable to determine
whether to assume or reject the Leases until they have selected
the highest and best offer for the contemplated sale of all or
part of their businesses.

Robert J. Diehl, Jr., Esq., at Bodman LLP, in Detroit, Michigan,
argues that Becker will be prejudiced by an extension and will
continue to be forced to postpone seeking to sell the properties
or seeking replacement tenants for the properties.

"Further delay is detrimental because the value of the properties
continues to decline and the Debtors' payments do not compensate
Becker for that decline," Mr. Diehl says.

If the Debtors' fifth motion for extension is granted, the
Debtors will have had 670 days to decide on the Becker Leases.  
Mr. Diehl asserts that the recent amendment to 365(d)(4) under
the Bankruptcy Abuse Prevention and Consumer Protection Act, as
to cases filed after October 17, 2005, prohibits an extension of
time to assume or reject unexpired nonresidential real property
leases beyond 210 days after the Petition Date in the absence of
the written consent of the landlord.

The granting of the Debtors' proposed extension will exceed the
new statutory limit on extension by more than three times, and
the initial period granted by the Bankruptcy Code by more than 11
times, Mr. Diehl says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in    
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONEXANT SYSTEMS: Posts $122.6 Million Net Loss in Fiscal 2006
--------------------------------------------------------------
Conexant Systems Inc. reported a $122.6 million net loss on $970.8
million of net revenues for the fiscal year ended Sept. 29, 2006,
compared with a $176 million net loss on $722.7 million of net
revenues for the fiscal year ended Sept. 30, 2005.

The decrease in net loss is primarily due to the higher gross
margin of $446 million in fiscal 2006, compared to a $228.8
million gross margin in fiscal 2005.

Net revenues increased 34% to $970.8 million in fiscal 2006 from
$722.7 million in fiscal 2005.  This increase was driven by a 39%
increase in unit volume shipments, which was partially offset by a
3% decrease in average selling prices.  

Gross margin percentage for fiscal 2006 was 46% compared with 32%
for fiscal 2005.  The higher gross margin percentage in fiscal
2006 can be attributed to the benefits of the company's product
cost-reduction initiatives, as well as more stable product
pricing.  In addition, the company also recorded a $17.5 million
gain resulting from the cancellation of a wafer supply and
services agreement with Jazz Semiconductor, Inc., which was
recorded as a reduction of cost of goods sold.  

At Sept. 29, 2006, the company's balance sheet showed $1.6 billion
in total assets, $1.1 billion in total liabilities, and $510,098
in total stockholders' equity.

Cash, cash equivalents and marketable securities decreased $39.2
million between Sept. 30, 2005 and Sept. 29, 2006.  The decline in
fair value of the company's investment in Skyworks Solutions
accounted for $11.3 million of this decrease.  The remaining
decline of $27.9 million is attributable to net cash outflow from
operating and investing activities, including the $70 million
payment to Texas Instruments as a result of a patent litigation
settlement, offset by net cash provided by financing activities of
$88.6 million during the period.

Full-text copies of the company's financial statements for the
year ended Sept. 29, 2006, are available for free at:

                 http://researcharchives.com/t/s?176f

                       About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and  
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service assigned a B1 rating to the senior
secured floating rate notes and a Caa1 rating to the corporate
family rating of Conexant Systems Inc.

Moody's also assigned a Probability of default rating of Caa1, a
LGD-2 rating for the senior secured notes and a SGL-3 speculative
grade liquidity rating.  The rating outlook is stable.


CONSTAR INT'L: Equity Deficit Widens to $43.6 Million at Sept. 30
-----------------------------------------------------------------
Constar International Inc.'s balance sheet at Sept. 30, 2006
showed total assets of $526.1 million and total liabilities of
$569.7 million, resulting in a stockholders' deficit of
$43.6 million.  Stockholders' deficit at Dec. 31, 2005 stood at
$41.8 million.

Net income was $1.3 million for the quarter, compared with a net
loss of $23.4 million for the same quarter in the prior, primarily
due to the recording of a non-cash asset impairment charge of
$22.2 million to write down the carrying value of assets used in
its European operations to fair value.

The company reported net sales of $251.2 million for the third
quarter ended Sept. 30, 2006, compared with net sales of
$251.4 million for the same quarter in 2005.

Gross profit was $20.7 million for the 2006 third quarter, versus
$13.5 million in the 2005 comparable quarter.

At September 30, 2006, there was $220 million outstanding on the
Senior Notes, $175 million outstanding on the Subordinated Notes,
no outstanding balance on the Revolver Loan, and $4.3 million
outstanding under letters of credit.

The Revolver Loan imposes maximum capital expenditures of
$42.5 million in 2006, $47.5 million in 2007 and $47.5 million in
2008.  These capital expenditure covenants allow for the carry
forward of a certain amount of spending below covenant levels in
previous periods.  In 2005, Constar spent $32.6 million in capital
expenditures, allowing $9.3 million to be carried over to 2006, so
that the effective capital expenditure limit for 2006 is
$51.8 million.  Constar currently expects to spend between $23
million and $26 million in capital expenditures in 2006.

The company disclosed that one of its water customers that
accounted for approximately 2.1% of net sales for the nine months
ended Sept. 30, 2006, has decided not to renew its contract, which
expires on Dec. 31, 2006.  The customer intends to begin
manufacturing its own water bottles.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?1753

Based in Philadelphia, Pa., Constar International (NASDAQ: CNST)
-- http://www.constar.net/-- supplies PET (polyethylene  
terephthalate) plastic containers for conventional applications
throughout North America and Europe.  Conventional PET containers
are primarily designed and manufactured for soft drinks and water.  
Constar also supplies PET containers designed for food, juices,
teas, sport drinks, new age beverages, beer and flavored alcoholic
beverages.

Approximately 80% of the company's revenues in the first nine
months of 2006 were generated in the United States, with the
remainder attributable to its European operations.


COUDERT BROTHERS: Taps McGrigors LLP as Special Counsel
-------------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ McGrigors
LLP as its English special counsel, nunc pro tunc to Sept. 22,
2006.

McGrigors will represent the Debtor with respect to potential
malpractice claims in England and general issues related to the
wind-down of Debtor's London office.  The firm's responsibilities
will include serving as counsel of record in Norman's Bay Limited
v. Coudert Brothers, in the High Court of England and Wales -- an
action arising out of allegations of malpractice.  

The hourly rates of the McGrigors attorneys who are expected to
perform services for the Debtor are:

    Level of Employment                        Hourly Rate
    -------------------                        -----------
    Partners                                       $680
    Associates                                     $555
    Assistant Solicitors                       $270 to $485
    Trainee Solicitors                             $195

The Debtor owes McGrigors approximately $46,731 for services the
firm rendered prepetition.

Allan David Reason, a Partner at McGrigors, assures the Court that
his firm does not hold any interest materially adverse to the
Debtor's estate.

Mr. Reason can be reached at:

    McGrigors LLP
    5 Old Bailey
    London EC4M 7BA, England

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


DAIMLERCHRYSLER: Truck Unit Eyes $300 Million Plant in Mexico
-------------------------------------------------------------
Freightliner LLC, the truck division of DaimlerChrysler AG, plans
to build a $300 million truck manufacturing plant in Coahuila,
Mexico, Terry Kosdrosky writes for Dow Jones Newswires.

The 740-acre facility is Freightliner's second plant in Mexico
after building the Santiago Tianguistenco plant.  It could produce
up to 30,000 trucks a year and employ up to 1,600 production and
management personnel, Dow Jones reports.  The company plans to
begin production of its Freightliner and Sterling trucks in the
new site by early 2009.

The company's announcement came after Freightliner disclosed of
plans to cut up to 4,000 jobs in North America due to the expected
downturn in heavy truck building, Dow Jones relates.  According to
the report, buyers have been prompted to push its truck orders
this year as new emission regulations would go into effect in
2007, which will add costs to commercial truck production.

Freightliner president and chief executive Chris Patterson wants
to prepare for a surge in demand, which could come before 2010
when the next round of new emissions regulations goes into effect.

"Frankly, we were not able to produce what we could have sold in
2006 due to capacity constraints," Mr. Patterson said.

Truck buyers in all markets are showing hesitation to purchase
trucks equipped with the new engine technology necessary to meet
the diesel exhaust emissions standards that go into effect in
Canada and the United States on Jan. 1, 2007.

Depending on specification and weight class, Freightliner LLC
vehicles are subjected to price increases ranging from $4,600
to $12,500, before application of taxes, for the new engines.
It is clear that all residents of North America benefit from the
cleaner atmosphere that will ultimately result, but it is
equally obvious that the costs associated with this worthy
initiative are borne almost entirely by the truck manufacturing
industry's employees, suppliers, shareholders, and dealers.

                     About Freightliner LLC

Headquartered in Portland, Ore., Freightliner LLC --
http://www.freightliner.com/-- is a medium- and heavy-duty
truck manufacturer in North America.  Freightliner produces and
markets Class 3-8 vehicles and is a company of DaimlerChrysler.

                     About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,    
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DELPHI CORP: Asks for SEC's View on Foreign Currency Issues
-----------------------------------------------------------
Thomas S. Timko, Delphi Corporation's chief accounting officer and
controller, discloses that Delphi made a written submission to the
Office of the Chief Accountant of the Securities and Exchange
Commission on Dec. 18, 2006, requesting the SEC's view of the most
appropriate accounting treatment to be accorded to the Foreign
Currency Forward Contacts.  "Once the SEC has responded, Delphi
will be able to complete its analysis and determine whether a
restatement of its previously issued financial statements is
required," Mr. Timko relates.

As reported in the Troubled Company Reporter on Nov. 13, 2006,
Delphi's independent auditors, Ernst & Young LLP, identified and
informed Delphi of a potential issue with the designation of
hedges related to foreign currency in the middle of October.

Specifically, Delphi became aware that the hedge designation for
foreign currency forward contracts it had entered into to hedge
exposure to foreign currency fluctuations may not have satisfied
the technical accounting rules under Statement of Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended to qualify for
exemption from the more strict effectiveness testing requirements.

Consequently, Delphi said that its Quarterly Report on Form 10-Q
for the third quarter ended Sept. 30, 2006, could not be filed
within the prescribed time period because it could not complete
the preparation of the required information without unreasonable
effort and expense.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELPHI CORP: Secures $4.4-Bil. DIP Loan Pledge from JP Morgan
-------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to borrow up to $4,495,820,240 of postpetition DIP
financing from JP Morgan Chase Bank, N.A., as administrative
agent, and a syndicate of lenders pursuant to Sections 105, 361,
362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 364(e)
of the Bankruptcy Code and Rules 2002, 4001, and 6004(g) of the
Federal Rules of Bankruptcy Procedure.

The Debtors relate that after reviewing the current strong
conditions in the capital markets and assessing the positive
momentum of their reorganization cases, they have determined that
they can refinance their existing DIP facility on more favorable
terms.

Accordingly, the Debtors solicited replacement financing from
various lenders, including the current DIP agent, John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, tells the Court.  Mr. Butler notes that the
Debtors limited their solicitations to lenders who have already
conducted due diligence before.  The Debtors expect to emerge from
Chapter 11 protection in the first half of 2007 and it would take
time for an unfamiliar lender to complete its diligence.

After receiving proposals from JPMorgan and the other bidding
investment banks, the Debtors determined, with the assistance of
their advisors and counsel, that the proposal submitted by
JPMorgan offered the most favorable terms.

"Our new $4.5 billion DIP financing provides an appropriate
foundation from which to negotiate and secure emergence
financing," Delphi Chairman and CEO Robert S. Miller said in a
press statement.  "While there is much that remains to be
accomplished in our reorganization, Delphi and its stakeholders
are together navigating a course that should lead to consensual
resolution with our U.S. labor unions and GM while providing an
acceptable financial recovery framework for stakeholders."

                3-Tranche Facility & Related Fees

The JPMorgan replacement DIP facility comprises three separate
tranches:

     Tranche     Commitment
     -------     ----------
        A        $1,750,000,000 first priority revolving
                 Commitment

        B        $250,000,000 first priority term loan commitment

        C        $2,495,820,240 second priority term loan
                 commitment

Up to $325,000,000 of the Revolving Facility will be available
for the issuance of letters of credit by JPMorgan, any of its
banking affiliates, or the other Lenders as may agreed with the
Company.

In return for access to the Facility, the Debtors will pay a
Tranche A Commitment Fee equal to 3/8 of 1% per annum on the
unused amount of the Tranche A Commitment, which will be payable
monthly in arrears.

The Debtors will also be obligated to pay Letter of Credit Fees
equal to 2.50% per annum on the outstanding face amount of each
Letter of Credit plus customary fees for fronting, issuance,
amendments and processing, payable quarterly in arrears to the
Issuing Lender for its own account.

The Commitment Fees are non-refundable under all circumstances
once paid, Mr. Butler notes.

                          Interest Rate

The interest rates are equal to the JPMorgan's Interest Alternate
Base Rate plus 1.5% with respect to Tranche A and Tranche B
borrowings, and 2.25% with respect to Tranche C borrowings.

Alternatively, at the Debtors' option, the Interest Rates for
interest periods of one, three or six months will be equal to
LIBOR plus 2.5% with respect to Tranche A and Tranche B
borrowings, and 3.25% with respect to Tranche C borrowings.

Interest will be payable monthly in arrears, on the Termination
Date and thereafter on demand.

Upon the occurrence and during the continuance of any default in
the payment of principal, interest or other amounts due under the
Replacement DIP Facility Agreement, interest will be payable on
demand at 2% above the then applicable rate.

                        Priority of Liens

The replacement financing facility offered by JPMorgan has
essentially the same terms as the Existing DIP Facility save for
certain key exceptions, Mr. Butler notes.  Most noticeably, the
Debtors' the Replacement Financing Facility increases the size of
the Debtors' secured postpetition financing by approximately
$2,495,000,000.  "This increase is a result of the refinancing of
a $2,495,000,000 prepetition credit facility with the proceeds of
a second-priority DIP term loan," Mr. Butler says.

The super-priority claims and liens granted to the Second-
Priority DIP Term Loan will be junior to those granted to the
refinanced DIP Revolver and first-priority DIP term loan under
the Replacement Financing Facility.

The relative priority of liens of third party creditors with
respect to the Replacement Financing Facility that they have with
respect to the Existing DIP Facility will be unchanged.

                            Carve Out

The Replacement DIP Facility contains a "Carve-Out" memorializing
those claims and expenses that could be superior in right to the
Replacement DIP Lenders.  Mr. Butler notes that the Carve-Out is
essentially identical to the carve-out approved in the Final
Existing DIP Order but certain fees and expenses of the parties
involved in the Debtors' proposed Framework Agreements are
included within the scope of protection.

                          Maturity Date

The Replacement DIP Facility will terminate on the earliest of:

   (i) December 31, 2007;

  (ii) the substantial consummation of a plan of reorganization;
       and

(iii) the acceleration of the loans and the early termination of
       the Commitment in accordance with the Replacement DIP
       Facility Agreement.

                        Events of Default

The events that will lead to the Debtors' default on the
Replacement DIP Facility are similar to that of the Existing DIP
Facility, Mr. Butler states.  Events of default include:

   * failure to pay;

   * breach of covenants;

   * failure to deliver a Borrowing Base Certificate when due;

   * any material misrepresentation or false warranty;

   * conversion of the Debtors' cases to Chapter 7, dismissal,
     appointment of examiner or trustee;

   * approval of any superpriority claim, which is pari passu
     with or senior to the claims of the Existing DIP Lenders
     against the Debtors; and

   * termination of the use of cash collateral.

A full-text copy of the Replacement DIP Financing Term Sheet is
available for free at http://researcharchives.com/t/s?177c

According to Mr. Butler, the First Priority Facilities will be
used:

   -- to pay in full all obligations under Existing DIP Facility;

   -- for working capital and for other general corporate
      purposes, including, without limitation, to make pension
      contributions; and

   -- to pay related transaction costs, fees and expenses and to
      pay restructuring costs.

Under the terms of the Replacement Financing Facility with
JPMorgan, the Debtors estimate that they would save approximately
$8,000,000 per month in financing costs.  The savings, among other
things, will preserve additional value of the Debtors' estates and
will enhance the Debtors' ability to implement their transition
plan and emerge from Chapter 11 protection, Mr. Butler avers.

                        Hearing on Jan. 5

The Court will convene a hearing to consider approval of the plan
investment and the plan support agreements at 10:00 a.m. EST on
January 5, 2007.  Objections, if any, to the agreements must be
filed with the Bankruptcy Court by 4:00 p.m. EST on
Jan. 2, 2007.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELTA AIR: Accepting Pilot Applications to Exhaust Furlough List
----------------------------------------------------------------
Delta Air Lines Inc. will officially begin accepting applications
for new-hire pilots in anticipation of exhausting its pilot
furlough list in 2007.  Interviews for new Delta first officer
positions are scheduled to begin in January.

"Starting the hiring process again is a significant milestone for
our pilot group," said Steve Dickson, vice president of Flight
Operations and a 757/767 Captain.  "It signifies the likely return
of our last furloughed pilot, and provides hope for growth and
career advancement for current pilots."

As reported in the Troubled Company Reporter on Nov. 30, 2006,
Delta would need approximately 200 additional pilots during 2007
in order to meet the demands of the flying schedule due to network
restructuring and international expansion.  These pilots will come
from a combination of pilots returning from furlough and new hire
pilots.

"Clearly, this announcement, coupled with our recently announced
order for new Boeing 737 and 777 aircraft as well as the planned
acquisition of 13 Boeing 757s, shows that Delta's plan is working
and the future for the Delta pilot group looks bright," Mr.
Dickson said.

Delta's call for new pilots marks the first time since 2001 that
the airline has accepted applications from prospective pilots.  As
previously reported, Delta has offered recall to more than 340
pilots, in addition to recalls of 900 maintenance professionals
and 1,200 flight attendants.  The company continues to hire in its
Airport Customer Service and Reservations divisions.

Delta continues to make significant progress in all areas of its
restructuring including filing its plan of reorganization, which
would have Delta emerge from Chapter 11 during spring 2007 as a
stand-alone carrier.

                         About Delta Air

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


DEUTSCHE FINANCIAL: Fitch Holds Junk Rating on Class B-1 Certs.
---------------------------------------------------------------
Fitch Ratings performed a review of the Deutsche Financial Capital
manufactured housing transactions and has taken these rating
actions:

Series 1997-I:

   -- Class A affirmed at 'AA+';
   -- Class M affirmed at 'B-/DR2'; and,
   -- Class B-1 remains at 'C/DR5'.

Series 1998-I:

   -- Class A affirmed at 'A';

   -- Class M remains at 'CC', and the Distressed Recovery Rating
      is upgraded to 'DR2' from 'DR3'; and,

   -- Class B-1 remains at 'C/DR5'.

DFC was a joint venture of Deutsche Financial Services Corporation
and Oakwood Acceptance Corporation.  Oakwood Homes Corporation was
engaged in the production, sale and financing of manufactured
homes throughout the United States.  Oakwood filed for Chapter 11
bankruptcy protection in November 2002 and the company's
operations and non-cash assets were subsequently acquired by
Clayton Homes, Inc. in April 2004.  Clayton Homes is a subsidiary
of Berkshire Hathaway Inc.  The loans continue to be serviced at
the servicing center in Greensboro, North Carolina under Clayton
management.

As of the November 2006 distribution date, the transactions are
113 and 1006 months seasoned respectively, and the pool factors
are approximately 25% and 28% respectively.

The affirmations affect approximately $105.96 million in
outstanding principal and are the result of a stable relationship
between credit enhancement and future loss expectations.  The
transaction is expected to fail its performance trigger for life,
and therefore will pay principal sequentially, giving additional
protection to the senior classes.


DEVELOPERS DIVERSIFIED: Declares Class H and Class I Dividends
--------------------------------------------------------------
Developers Diversified has declared its fourth quarter 2006
Preferred Class H and Class I stock dividends.

    -- Fourth Quarter Preferred Class H Stock Dividend: $0.460938  
       per depository share

Each Class H Depositary Share is equal to one twentieth of a share
of Developers Diversified's 7.375% Class H Cumulative Redeemable
Preferred Stock.  This dividend covers the period beginning on
Oct. 15, 2006 and ending on Jan. 14, 2007.  The declared Preferred
Class H Dividend is payable Jan. 16, 2007 to shareholders of
record at the close of business on Dec. 29, 2006.

    -- Fourth Quarter Preferred Class I Stock Dividend: $0.46875
       per depository share

Each Class I Depositary Share is equal to one twentieth of a share
of Developers Diversified's 7.5% Class I Cumulative Redeemable
Preferred Stock.  This dividend covers the period beginning on
Oct. 15, 2006 and ending on Jan. 14, 2007.  The declared Preferred
Class I Dividend is payable Jan. 16, 2007 to shareholders of
record at the close of business on Dec. 29, 2006.

Based in Beachwood, Ohio, Developers Diversified Realty
Corporation -- http://www.ddr.com/-- currently owns and manages    
over 500 retail operating and development properties in 44 states,
plus Puerto Rico and Brazil, totaling 118 million square feet.
The Company is a self-administered and self-managed real estate
investment trust operating as a fully integrated real estate
company which acquires, develops and leases shopping centers.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
BB+ preferred stock rating.


DURA AUTOMOTIVE: Gets Court's Final OK on Insurance Financing Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, DURA Automotive Systems Inc. and its debtor
affiliates to continue financing their insurance policies'
premiums throughout their Chapter 11 cases by:

    -- continuing the Existing Premium Financing Agreements,

    -- renew the existing premium financing agreements in the
       ordinary course of business, or

    -- enter into new PFAs, each without the need for further
       authority or approval of the Court.

In the ordinary course of their businesses, the Debtors retained
and maintained numerous insurance policies providing coverage for,
inter alia, property, general liability, excess liability,
workers' compensation, automobile liability, aviation products,
aviation owned/non-owned, ocean cargo/inland marine, special crime
coverage, primary fiduciary liability, excess fiduciary liability,
directors' and officers' liability, and commercial crime coverage.

The total annual premiums for the Policies equal $3,386,399.

The Policies are essential to the preservation of the Debtors'
businesses, property, and assets, and, in many cases, the
coverages are required by various regulations, laws, and contracts
that govern the Debtors' commercial activity, related Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.

It is not always economically advantageous for the Debtors to pay
the premiums on all of the Policies on a lump-sum basis,
Mr. Collins asserted.  Accordingly, in the ordinary course of
business, the Debtors finance the premiums on some of their
Policies pursuant to premium financing agreements with third-party
lenders.

In October 2006, the Debtors made down payments totaling $738,000,
and financed the remaining $2,648,399 of premiums pursuant to the
Existing PFA.  The Existing PFA presently requires nine monthly
installments of $303,065 and bears a total finance charge of
$79,188 on the total financed amount of $2,648,399.  The annual
interest rate under the Existing PFA is 7.12%.

Mr. Collins told the Honorable Kevin J. Carey of the United States
Bankruptcy Court for the District of Delaware, if the Debtors are
unable to continue making payments on the Existing PFA, the
lenders will be permitted to terminate the Policies to recoup
their losses.  The Debtors would then be required to obtain
replacement insurance on an expedited basis and at tremendous cost
to the estates.  If the Debtors were required to obtain
replacement insurance and pay a lump-sum premium for the insurance
policy in advance, this payment would be likely greater than what
the Debtors currently pay, he said.

Even if the lenders were not permitted to terminate the Policies,
any interruption of payment would have a severe, adverse effect on
the Debtors' ability to finance premiums for future policies,
Mr. Collins told Judge Carey.

The Debtors also proposed to pay any prepetition premiums related
to the Policies or to the Existing PFA, to the extent that they
determine in their discretion that the payment is necessary to
avoid cancellation, default, alteration, assignment, attachment,
lapse, or any form of impairment to the coverage, benefits, or
proceeds provided under the Policies.

In view of the importance of maintaining insurance coverage with
respect to their business activities and the preservation of their
cash flow by financing the insurance premiums, the Debtors
believed it is in the best interests of their estates to authorize
them to honor their obligations under the Existing PFA.

Any other alternative would likely require considerable additional
cash expenditures and would be detrimental to the Debtors'
reorganization efforts, Mr. Collins averred.

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


DURA AUTOMOTIVE: Court OKs Hiring of Ordinary Course Professionals
------------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ ordinary course professionals.

The Debtors retain the services of various attorneys, accountants,
and other professionals in the ordinary course of their business
operations.  The OCPs provide services to the Debtors in a variety
of discrete matters unrelated to the Debtors' Chapter 11 cases,
including, but not limited to, general corporate, accounting,
auditing, tax, and litigation matters.

A copy of the Debtors' 3-page list of OCPs is available for free
at http://ResearchArchives.com/t/s?1732

The Debtors sought the Court's permission to continue to employ
the OCPs postpetition without each OCP having to file a formal
application for employment and compensation pursuant to Sections
327, 328, 329, and 330 of the Bankruptcy Code.  "Due to the number
and geographic diversity of the OCPs regularly retained by the
Debtors, it would be unwieldy and burdensome both to the Debtors
and to the Court to ask each OCP to apply separately for approval
of its employment and compensation," Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, says.

The Debtors do not believe that Section 327 of the Bankruptcy Code
requires court approval, but, out of an abundance of caution, the
Debtors sought the permission of the Honorable Kevin J. Carey of
the U.S. Bankruptcy Court for the District of Delaware to employ
the OCPs.

The Debtors wanted to retain the OCPs on terms substantially
similar to those in effect before they filed for bankruptcy.  The
Debtors represented that:

    (a) they wished to employ the OCPs as necessary for the
        day-to-day operations of their businesses;

    (b) expenses for the OCPs will be kept to a minimum; and

    (c) the OCPs will not perform substantial services relating to
        bankruptcy matters without the Court's permission.

"Although some of the OCPs may hold minor amounts of unsecured
claims against the Debtors in respect of prepetition services
rendered, the Debtors do not believe that any of the OCPs have an
interest materially adverse to the Debtors, their creditors or
other parties-in-interest.  By this motion, the Debtors are not
requesting authority to pay prepetition amounts owed to OCPs,"
Mr. Collins said.

The Debtors propose these uniform procedures for the retention and
compensation of the OCPs:

    (a) The Debtors will be authorized to pay, without formal
        application to the Court by any OCP, 100% of fees and
        disbursements to each of the OCPs retained by the Debtors
        after submission to the Debtors of an Affidavit of
        Disinterestedness, and upon submission to the Debtors of
        an appropriate invoice; provided that those fees,
        excluding costs and disbursements, do not exceed $35,000
        per month on average over a rolling three-month period
        while the Debtors' reorganization cases are pending.

    (b) Any payments made in excess of the fee cap will be subject
        to prior Court approval.

    (c) Starting Jan. 15, 2007, and on each April 15, July 15,
        October 15, and January 15 of every year thereafter in
        which the Debtors' cases are pending, the Debtors will
        file with the Court and serve on the Office of the U.S.
        Trustee, counsel for any official committees, and counsel
        to the Debtors' secured lenders; a statement with respect
        to the immediately preceding three-month period.  The
        Statement will include the name of the OCP, the aggregate
        amounts paid, and a general description of the services
        rendered.

    (d) Each OCP will file with the Court and serve on the
        Debtors, counsel for the Debtors, the Office of U.S.
        Trustee, and counsel to any official committee, an
        affidavit of disinterestedness at least 14 days before
        submitting an invoice to the Debtors.

    (e) The Notice Parties will have 10 days to object to the
        Affidavit of Disinterestedness.  If objections are not
        timely resolved by the parties, the Court will hear the
        Objections.  If no Objection is received, the Debtors will
        be authorized to retain and pay the OCP.

    (f) The Debtors reserve the right to supplement the OCP List.

Mr. Collins noted that some of the Debtors' OCPs may be unwilling
to continue to represent the Debtors on an ongoing basis if the
Debtors cannot pay them on a regular basis.  "If the background
knowledge, expertise and familiarity that the OCPs have with the
Debtors and their operations are lost, the Debtors will
undoubtedly incur additional and unnecessary expenses in getting
replacement professionals 'up to speed.'  The Debtors' estates
and their creditors are best served by avoiding any disruption in
the professional services required in the day-to-day operation of
their businesses."

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


EASTMAN KODAK: Renews Management Pact with Nortel for Three Years
-----------------------------------------------------------------
Eastman Kodak Company has agreed to a three-year renewal of an
existing agreement with Nortel Networks Corporation for management
of its U.S. voice network.

The renewal calls for Nortel to continue managing Kodak's U.S.
network of PBXs and telephone services through 2008 and also
includes upgrading an existing Meridian SL-100 switch to an
IP-enabled Communication Server 2100.  The upgrade will allow the
company to provide VoIP capability when cost-effective for
requirements like worker mobility.

The company disclosed that it has outsourced its voice network to
Nortel since 1995 and will continue to benefit from Business Made
Simple through lower capital and operating costs.  Kodak will also
gain an infrastructure better prepared for future technologies
without sacrificing previous investments.

"We will continue to provide cost savings by operating and
managing Kodak's U.S. network," Nortel Global Services president
Dietmar Wendt said.  

"And we'll work with Kodak to address both current and future
needs - including migration to VoIP if and when it makes sense -
without requiring them to take on the costs associated with
buying, implementing and operating new equipment."

Nortel provides network management and maintenance for the
company's voice network, including remote fault monitoring with
proactive network surveillance, customer-defined service level
agreements for response and resolution, moves and changes,
comprehensive customer reporting, and dedicated service
management.

                          About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co.
-- http://www.kodak.com/-- develops, manufactures, and markets  
digital and traditional imaging products, services, and solutions
to consumers, businesses, the graphic communications market, the
entertainment industry, professionals, healthcare providers, and
other customers.


EXCEPTIONAL TECH: Shareholders Approve Plan of Liquidation
----------------------------------------------------------
Shareholders of Exceptional Technologies Fund 5 (VCC) Inc.
unanimously approved the Plan of Liquidation of the company at a
special meeting held on Dec. 20, 2006.

The Plan of Liquidation, dated Nov. 17, 2006, contemplates the
distribution of the company's investment assets to its
shareholders, the delisting of the common shares of the company
from the TSX Venture Exchange and, ultimately, the voluntary
dissolution of the company.  The Plan of Liquidation remains
subject to such other approvals as may be required from the TSX
Venture Exchange and the Administrator under the Small Business
Venture Capital Act (British Columbia).

As contemplated under the Plan of Liquidation, the manager of the
company, Discovery Capital Management Corp., will terminate its
management agreement with the company effective Dec. 31, 2006;
thereafter no further management fees would be payable by the
company and, in addition, the payment of the severance fee for
early termination of the management agreement will have been
waived by the manager.

Implementation of the Plan of Liquidation depends upon the
company's ability to liquidate or make distributions in kind to
shareholders of its portfolio investments.  Accordingly, it is not
possible to predict the timing of completion of the Plan of
Liquidation.  Certain of the portfolio investments may not be able
to be sold due to lack of willing buyers at a price the manager
considers reasonable, and certain other investments (such as those
held in publicly-traded companies) may be subject to other selling
constraints.  However, to the extent practicable, it remains the
manager's intention to complete the Plan of Liquidation on or
before March 31, 2007 in order to minimize costs to the company.

If necessary to facilitate completion of the Plan of Liquidation
on a timely basis, certain of the investments may be sold at
liquidation values, or shareholders of the Company may receive
beneficial ownership of residual interests in illiquid portions of
the Company's portfolio investments, subject to distribution of
proceeds from those interests at a later date when they become
liquid.  In such circumstances, it is contemplated that the
manager would act as custodian (with payment of out-of-pocket
costs) of any Illiquid Security Interests until such time as they
became liquid and were free of any re-sale restrictions.

The manager of the company is a wholly owned subsidiary of
Discovery Capital Corporation.  Discovery Capital owns a total of
903,193 common shares of the company, representing approximately
15.2% of the 5,949,011 issued and outstanding common shares of the
Company, and will receive its pro-rata share of all portfolio
assets distributed.

Exceptional Technologies Fund 5 (VCC) Inc.'s (TSX VENTURE:XF)
primary business objective was to achieve capital appreciation
through investing in a portfolio of securities of technology
eligible small businesses which qualify as "eligible investments"
under the Small Business Venture Capital Act.


FEDERAL-MOGUL: Bankruptcy Court Okays Ernst & Young as Advisors
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware approved Ernst & Young LLP's
continued employment as the Debtors' accounting, tax, valuation,
and actuarial advisors, and independent auditors.

The Debtors asked the Court to clarify that the scope of Ernst &
Young LLP's continued employment as their independent auditors and
as accounting, tax, valuation, and actuarial advisors encompasses
the services similar to what the firm has provided in previous
years:

   -- international tax advisory services,
   -- individual employee tax compliance,
   -- international assignment services, and
   -- international assignment compliance advisory tax services.

The Debtors also want Ernst & Young to provide their non-Debtor
affiliates with certain international assignment compliance and
advisory tax services, which encompass the preparation of tax
returns, annual tax reimbursement calculations, tax gross-ups,
estimated tax payment requests, and tax return extension requests.  
The services will be provided to and paid for by certain non-
Debtor affiliates located outside of the United States, and will
be rendered by member firms of Ernst & Young's global network.

Ernst & Young has asked the Debtors to seek Court approval for
those services to the non-Debtor affiliates to preclude any
contention that its services somehow conferred a benefit on the
Debtors that required retention under Section 327(a) of the
Bankruptcy Code.

Ernst & Young's fees for the Continued Services will be billed in
specified amounts and at its current rates, which, in some
instances, reflect ordinary course adjustments to the firm's
previous hourly rates.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company  
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.
(Federal-Mogul Bankruptcy News, Issue No. 117; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


FEDERAL-MOGUL: Trizec to Serve on Asbestos Claimants Panel
----------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints Trizec Properties Inc. to serve on the Official Committee
of Asbestos Property Damage Claimants in Federal-Mogul Corporation
and its debtor-affiliates' Chapter 11 cases.

According to Andrew R. Vara, Assistant United States Trustee, two
members voluntarily resigned from the Asbestos PD Committee:

   (a) The Hill School, effective Oct. 30, 2006; and

   (b) Richard Blythe, effective Dec. 6, 2006.

Moxie Real Estate is also out of the Asbestos PD Committee because
it is no longer eligible to serve on the committee.  Moxie's
asbestos property damage claim was expunged, and it is no longer a
creditor by virtue of a Court order dated June 13, 2006, which
sustained the Debtors' objection to asbestos property damage
claims that failed to comply with the Court's Bar Date Order.

The Asbestos PD Committee is now composed of:

   (1) Anderson Memorial Hospital
       c/o Speights & Runyan
       Attn: Daniel A. Speights
       P. O. Box 685
       200 Jackson Avenue, East
       Hampton, South Carolina 29924
       Tel: 803-943-4444
       Fax: 803-943-4599

   (2) Jacksonville College
       c/o Dies & Hile, LLP
       Attn: Martin W. Dies
       1009 West Green Avenue
       Orange, Texas 77630
       Tel: 409-883-4394
       Fax: 409-883-4814

   (3) Trizec Properties, Inc.
       c/o Philip J. Goodman
       280 N. Old Woodward, Ste 407
       Birmingham, Michigan 48009
       Tel: 248-647-9300
       Fax: 248-647-8481

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company  
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.
(Federal-Mogul Bankruptcy News, Issue No. 122; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


FIRSTLINE CORP: Hires Gordon Brothers & Davis as Sales Consultant
-----------------------------------------------------------------
The Honorable James D. Walker, Jr., of the U.S. Bankruptcy Court
for the Middle District of Georgia in Valdosta authorized David W.
Cranshaw, the Chapter 11 Trustee of FirstLine Corporation, to
employ the joint venture of Gordon Brothers Industrial LLC and
Harry Davis & Company as his exclusive sales consultant.

The joint venture will:

     a) conduct the sale of assets on an orderly liquidation sale
        or auction basis;

     b) set all operational policies and procedures for the sale
        of assets, including without limitation the right to
        determine the prices, and other terms and conditions
        consistent with the proposal, to be applied to the assets          
        in the sale.

The firm told the Court that the willing buyer is required to pay
by wire transfer or bank check.  The firm stated that no asset
will be released until payment is received.

The joint venture firm guaranteed the Debtor that it will receive
$275,000 from the sale.  In the event the sale will not exceed the
guaranteed amount, the firms will pay the Debtor the difference
within 10 days after the closing of the sale.

However, if it exceeds the guaranteed amount, the excess amount
will be distributed through:

     -- $50,000 as reimbursement of the firm's expenses and base
        fee; and

     -- 70% to the Debtor and 30% to the firms as incentive fee.

John R. Coelho, a managing director of the joint venture, assured
the Court that the firm does not hold any interest adverse to
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Coelho can be reached at:

     John R. Coelho
     Gordon Brothers Industrial LLC
     1275 Shiloh Road NW, Suite 2330
     Kennesaw, GA 30144
     Tel: (770) 329-9761
     http://www.gordonbrothers.com/

A full-text copy of Firstline Corporation's equipment for sale is
available for free at: http://ResearchArchives.com/t/s?174c

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and  
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor.  Todd C. Meyers, Esq., at Kilpatrick Stockton LLP
represent the Official Committee of Unsecured Creditors.  The
Court appointed David W. Cranshaw as the Debtor's Chapter 11
Trustee.  As of Jan. 31, 2006, the Debtor reported assets totaling
$37,061,890 and debts totaling $26,481,670.


FOAMEX INTERNATIONAL: Wants Thomas Chorman's Complaint Dismissed
----------------------------------------------------------------
Defendants Foamex International Inc., Raymond E. Mabus, Jr., and
Gregory J. Christian ask the U.S. Bankruptcy Court for the
District of Delaware to dismiss in its entirety the Adversary
Proceeding commenced by Thomas Chorman.

The Debtors sought the Court's authority to reject their Amended
and Restated Employment Agreement dated Jan. 27, 2004, with Mr.
Chorman, as published in the Troubled Company Reporter on Nov. 24,
2006.

Mr. Chorman has previously resigned as Foamex International
Inc.'s president, chief executive officer and board member.  
Foamex's board of directors accepted Mr. Chorman's resignation on
June 7, 2006.

On Sept. 13, 2006, Mr. Chorman commenced an adversary proceeding
seeking a declaratory, injunctive and monetary relief against
Foamex International, and its officers Raymond E. Mabus and
Gregory J. Christian.  The Debtors asserted that the allegations
in the complaint are without merit.  On Sept. 27, 2006, Mr.
Chorman filed Claim No. 1328 for $2,486,897.

Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, asserts that Mr. Chorman's breach of contract claim
seeking payment of severance and other benefits pursuant to his
employment agreement should be dismissed because:

   (1) the Court-approved Key Employee Retention Program and
       Severance Plan governs the severance and other benefits to
       which he would be entitled upon termination of his
       employment, and supersedes any benefits provided by his
       employment contract; and

   (2) he cannot bring a breach of contract claim to the extent
       it seeks to recover damages beyond those allowed under
       Section 502(b)(7) of the Bankruptcy Code for claims
       related to the termination of an employment contract.  

Mr. Waxman adds that Mr. Chorman's claim for the alleged breach of
the implied covenant of good faith and fair dealing should be
dismissed because Pennsylvania law precludes a separate claim for
breach of a duty where that claim is identical to a breach of
contract claim.

Moreover, Mr. Waxman asserts that Mr. Chorman's Wage Payment and
Collection Law seeking amounts allegedly owed under his employment
contract should be dismissed because:

   (a) the KERP governs any benefits to which he was entitled at
       the end of his employment;

   (b) he has received all payments to which he is presently
       entitled under the KERP;

   (c) the WPCL is preempted by the Bankruptcy Code; and

   (d) any amount to which he may be entitled is being determined
       through the Chapter 11 proceedings, and therefore, there
       has been no triggering event under the WPCL.

The Defendants add that Mr. Chorman's claim against Messrs. Mabus
and Christian for tortious interference with his employment
agreement should be dismissed given that Messrs. Mabus and
Christian acted in their capacity as officers of the Debtors.  
Since there is no third party allegedly tortiously interfering
with Mr. Chorman's employment contract, he has failed to state a
claim for tortious interference with contract as a matter of law,
Mr. Waxman asserts.

Also, Mr. Chorman's claim for tortious interference should be
dismissed through the application of the "gist of the action"
doctrine that precludes a plaintiff from re-casting breach of
contract claims into tort claims.  Since the tort claim is
inextricably intertwined with and based on the same conduct as the
breach of contract claim, the tort claim is barred by the gist of
the action doctrine.

Mr. Waxman also notes that Mr. Chorman did not plead an adequate
prima facie case under Section 510 of the Employee Retirement
Income Security Act.

Since ERISA does not allow for a jury trial, the Defendants assert
that Mr. Chorman's jury trial demand should be stricken.

Furthermore, the Defendants assert that Mr. Chorman's defamation
claim should be dismissed for failure to identify any defamatory
communication.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FORD MOTOR: Expects to Become No. 3 as Toyota Gains No. 2 Position
------------------------------------------------------------------
Ford Motor Co. expects to become the No. 3 company in U.S. auto
sales as early as January 2007, according to its sales forecast.  
Ford has held the No. 2 position in the American car market since
the 1920s.

Rival Toyota Motor Corp. will gain the No. 2 spot behind General
Motors as it introduces its new Tundra truck in showrooms in
February, published reports say.

According to its own projections, Edmunds.com, which provides
advice on American car market, says light vehicle sales in 2007
will be near the 2006 levels of 16.5 million.

According to ConsumerAffairs.Com, Toyota will be close to
unseating General Motors as the world's biggest auto manufacturer
because of high demand from Brazil, Russia, India, and China.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- http://www.ford.com/-- manufactures and distributes       
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co. after the company increased
the size of its proposed senior secured credit facilities to
between $17.5 billion and $18.5 billion, up from $15 billion.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of
both the secured facilities and the senior unsecured convertible
notes being offered.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


GEOKINETICS INC: S&P Holds Junk Rating on Second Priority Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' issue
rating and '3' recovery rating on Geokinetics Inc.'s second
priority floating rate notes due in 2012, after the disclosure
that the offering will be increased to $110 million from
$100 million.

The 'CCC+' rating on Geokinetics' notes is one notch below the
corporate credit rating of 'B-'.   The '3' recovery rating on the
notes indicate the expectations of meaningful recovery of
principal in a payment default scenario.

In addition, the company's unrated first lien credit facilities
will be reduced to a $14.5 million revolver and a $6.5 million
capital expenditure facility.

The reduction in the first lien facilities was critical to the
rating agency's decision not to lower their issue or recovery
ratings, because the estimate of the recovery of principal for the
second lien noteholders in Standard & Poor's simulated default
remains barely over the 50% threshold required for a '3' recovery
rating.

While Standard & Poor's affirmed ratings with regards to the
revised transaction structure, Standard & Poor's cautions lenders
that our recovery rating and issue rating on the notes could
potentially be lowered if Geokinetics subsequently adds any
additional secured or senior unsecured debt to the capital
structure without a similar or greater decrease in the amount of
second-lien debt.

Ratings List:

   * Geokinetics Inc.

      -- Corporate credit rating at B-/Stable

      -- $110 million floating rate notes due 2012 at CCC-;
         Recovery rating: 3


GLIMCHER REALTY: Increases $300 Mil. Credit Facility to $470 Mil.
-----------------------------------------------------------------
Glimcher Realty Trust amended its unsecured credit facility
to increase the borrowing availability from $300 million to
$470 million.  Additionally, certain financial covenants were
amended, providing the company with improved pricing and enhanced
borrowing flexibility under the amended credit facility.

The amended credit facility has a three-year term and will expire
on Dec. 13, 2009, with a one-year extension option available.  
Before the amendment, the existing line of credit was scheduled to
mature on Aug. 21, 2008.  The amended credit facility will be
available to fund redevelopment, acquisition and development
opportunities as well as for general corporate purposes.

The initial interest rate on the amended credit facility is LIBOR
plus 1.05%, but can range from LIBOR plus 0.95% to LIBOR plus
1.40%, depending upon the company's ratio of debt to total asset
value.  Prior to the amendment, the interest rate at the time of
closing on the Company's prior credit facility was LIBOR plus
1.25%.  Similar to our arrangement prior to amendment, the Company
will also pay a facility fee of between 15 to 20 basis points of
the aggregate commitments under the amended credit facility.

The banks participating in the amended credit facility included
KeyBanc Capital Markets as the sole Lead Arranger and KeyBank
National Association as Administrative Agent, Wachovia Bank,
National Association and Eurohypo AG as Co-Syndication Agents and
Bank of America, N.A. and Charter One Bank, N.A. as Co-
Documentation Agents.  Also participating are Aareal Bank AG, U.S.
Bank National Association, Huntington National Bank, PNC Bank,
National Association, National City Bank, Lehman Brothers
Commercial Bank, and Midfirst Bank.

Glimcher Realty Trust (NYSE: GRT; GRT.F; GRT.G) is a real estate
investment trust and is a recognized leader in the ownership,
management, acquisition and development of regional and super-
regional malls.  At June 30, 2006, the Company's mall portfolio,
including assets held through our strategic joint venture,
consisted of 26 properties located in 16 states with gross
leasable area totaling approximately 23.7 million square feet.  
The community center and single tenant portfolio is comprised of
six properties representing approximately 1.3 million square feet.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B' preferred stock ratings on Glimcher Realty Trust.  
The affirmations affect $210 million in outstanding rated
preferred stock.  S&P said the outlook is stable.


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

Schulte Roth is expected to:

   a) assist and advise the Committee in its consultations with
      the Debtors, other committees, if any, and other parties-in-
      interest relative to the overall admnistration of the
      estates;

   b) represent the Committee at hearings to be held before the
      Court and communicate with the Committee regarding the
      matters heard and issues raised, as well as the decisions
      and considerations of the Court;

   c) assist and advise the Committee in its examination and
      analysis of the Debtors' financial affairs;

   d) review and analyze all applications, orders, operating
      reports, schedules and statements of financial affairs filed
      or to be filed with the Court by the Debtors or other
      interested parties in the Debtors' cases; advise the
      Committee as to the necessity and propriety of the foregoing
      and their impact on the rights of unsecured creditors, and
      upon the cases generally; and after consultation with and
      approval from the Committee or its designee(s), consent to
      appropriate orders on its behalf;

   e) assist the Committee in preparing appropriate legal
      pleadings and proposed orders as may be required in support
      of positions taken by the Committee and preparing witnesses
      and reviewing relevant documents;

   f) coordinate the receipt and dissemination of information
      prepared by and received from the Debtors' attorneys,
      accountants, financial advisors or other professionals
      retained in the Debtors' cases, as well as any information
      as may be received from other professionals engaged by the
      Committee and other committees;

   g) advise the Committee in connection with the Debtors'
      solicitation and filing with the Court of acceptances or
      rejections of any proposed plan or plans of reorganizations
      or liquidation; and

   f) perform all other necessary legal services and provide for,
      and all other necessary legal advice to, the Committee in
      these chapter 11 cases.

Jeffrey S. Sabin, Esq., at Schulte Roth, discloses that the firm's
professionals bill:

          Designation                 Hourly Rate
          -----------                 -----------
          Partners                    $580 - $800
          Special Counsel                $550
          Associates                  $225 - $525
          Legal Assistants            $130 - $265

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

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

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


GLOBAL POWER: Hires Alvarez & Marsal as Financial Advisor
---------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Alvarez & Marsal LLC, as their financial
advisor and restructuring advisor, nunc pro tunc to the Sept. 28,
2006.

The firm will:

     a) assist with the analysis, evaluation and negotiation of
        the financial terms and structure of an amendment to the
        senior credit facility;

     b) assist with finding new sources of funding if necessary;

     c) assist with the evaluation and pursuit of a sales
        transaction;

     d) assist with the evaluation of the Debtors' businesses,
        including a potential sale of certain of the assets of
        the Debtors and its subsidiaries;

     e) assist with the evaluation of the Debtors' current
        business plan an preparation of a revised operating plan
        an cash flow forecast;

     f) assist with the identification of cost reduction and
        operations improvement opportunities;

     g) assist with development of a restructuring and
        reorganization plan for the Debtors;

     h) assist with the preparation of financial related
        disclosures required by the Court, including the monthly
        operating reports;

     i) assist with information and analyses required pursuant to
        any debtor-in-possession financing for the Debtors;

     j) assist with identification and implementation of short-
        term cash management procedures;

     k) assist with the response to and tracking of calls
        received from supplies;

     l) provide advisory assistance in connection with the
        development and implementation of key employee
        compensation and other critical employee benefit
        programs;

     m) assist with the identification of executory contracts and
        leases and performance of cost evaluations with respect
        to the affirmation or rejection of each;

     n) assist with the coordination of resources related to the
        ongoing reorganization effort;

     o) assist with the preparation of financial information for
        distribution to creditors and others, including, but not
        limited to, cash flow projections and budgets, cash
        receipts and disbursements analysis, analysis of various
        assets and liability accounts, and analysis of proposed
        transaction for which Court approval is sought;

     p) attend meetings and assist with discussions with
        potential investors, banks and other secured lenders, any
        official committee appointed in the Debtors' chapter 11
        cases, the U.S. Trustee, other parties in interest and
        professionals hired by the same;

     q) assist with the preparation of information and analysis
        necessary for the confirmation of a plan of
        reorganization in the Debtors' chapter 11 cases,
        including information contained in the disclosure
        statement;

     r) provide litigation advisory services with respect to
        accounting and tax matters, along, with expert witness
        testimony on case related issues as required by the
        Debtors; and

     s) render general business consulting or assistance as the
        Debtors' management or counsel may deem necessary that
        are consistent with the role of a financial advisor and
        not duplicative of services provided by other
        professionals in this proceeding;

The Debtors have agreed to pay the firm through:

     a) payment of an amendment success fee at the closing of an
        amendment to the senior credit facility, and at the
        closing of an amendment to the securities purchase
        agreement;

     b) payment of a senior refinancing success fee at the
        closing of a replacement senior credit facility,
        including DIP financing;

     c) payment of a junior refinancing success fee at the
        closing of a refinancing for junior capital raised;

     d) payment of a sales transaction success fee at the closing
        of any sales transaction, whether within the term of
        the firm engagement, within 12 months of the end of the
        term of the firm engagement if the firm meaningfully
        facilitated and contributed to the consummation, or later
        if within 12 months of the end of the term of the firm
        engagement an agreement is entered into that subsequent
        results in a sales transaction to which the firm
        meaningfully facilitated and contributed;

     e) payment of a restructuring transaction fee at the
        consummation of any restructuring into an agreement to
        effect a plan of reorganization that is also consummated.

To the best of the Debtors' knowledge, Alvarez & Marsal does not
hold any interest adverse to their estates or creditors.

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

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


GOODING'S SUPERMARKETS: Court Confirms Amended Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, has confirmed the Amended Chapter 11 Plan of
Reorganization of Gooding's Supermarkets Inc.

As reported in the Troubled Company Reporter on Oct. 11, 2006, the
Plan contemplates that the Reorganized Debtor will continue to
maintain a centralized corporate administrative office, with low
operating expenses, which shall operate the Reorganized Debtor's
business.  The Debtors believe cash flow from the continued
operation of its business will be sufficient to meet required Plan
Payments.

Funds generated from operations until the effective date will be
used for Plan Payments.  In addition, the Debtor believes that it
is highly likely that it will recover a significant amount of
funds in the Celebration Litigation filed against two of its
Landlords, Water Tower and Unicorp, and that the recovery will be
used to supplement required Plan Payments.

                     Celebration Litigation

Water Tower Retail, LLC, leased a real property, where the
Celebration Store was constructed in June 2005, to Gooding's under
a Reinstated Ground Lease.  Gooding's closed the Celebration Store
in October 2005 and terminated the Ground Lease on Nov. 1, 2005,
after the landlords, Water Tower and Unicorp National
Developments, Inc., failed to cure defaults asserted by Gooding's,
pursuant to a written notice, regarding visibility and signage
issues required under the Ground Lease.

Water Tower commenced a lawsuit against Gooding's for eviction and
breach of lease agreement, while Gooding's sued Water Tower for
breach of Ground Lease agreement.  As a counterclaim, Water Tower
sought damages and an order of eviction.

                     Treatment of Claims

Holders of all Allowed Administrative Expense Claims will be paid
in full, except to the extent that the holder and the Reorganized
Debtor have agreed or may agree to a different treatment.

Holders of all Allowed Priority Tax claims will be paid in full in
quarterly payments for six years with 8% interest.

                 First National Bank's Claim

The Debtor discloses that the Class 1 Allowed Secured Claim of
First National Bank of Central Florida, totaling $1,560,000, has
been satisfied through a compromise and sale of the Casselberry
Store to Greater Properties, Inc.

As reported in the Troubled Company Reporter on Aug. 11, 2006, the
Court allowed the Debtor to sell the combination food and drug
store consisting of approximately 46,000 square feet of commercial
space located at 1024 E. Highway 436, Casselberry, Fla., to
Greater Properties and The Greater Construction Corp., the lessors
who own the real property upon which the Casselberry Store is
situated.  Greater Properties will pay $1.6 million for the store.

The Class 2 Allowed Secured Claim of First National, totaling
$2,560,000, is secured by a first priority Lien on the leasehold
interest in the Celebration Store and an interest in all of the
Debtor's right, title, and interest, now or hereafter acquired by
the Debtor, in and to all leases, agreements of sale, or other
agreements in connection with the Celebration Store and the rents,
issues, and profits payable.  The Debtor discloses that it
recently executed a Conditional Mediated Settlement with respect
to the litigation against Water Tower resolving all issues
regarding First National's Class 2 Claim.

If the Water Tower Settlement is consummated, First National will
receive $2.3 million, in full satisfaction, release and discharge
of its Class 2 Claim.

Otherwise, in full satisfaction of its Allowed Secured Claim,
First National will retain its Lien against its current collateral
and receive monthly payments at the contract rate of interest,
beginning on the effective date.  First National will also receive
a lien on the Celebration Litigation.  To the extent of any Net
Recovery from the Celebration Litigation, First National will
receive 75% of any Net Recovery up to the first $2 million and
then 80% of any Net Recovery above $2 million, until the Allowed
Class 2 Claim is paid in full.

                    Other Secured Claims

In full satisfaction of its claim, National Commerce Bank is
deemed to have a $1,550,000 Allowed Secured Claim.  National
Commerce's claims will be paid monthly based on a 12-year
amortization and 7-year maturity with 7.5% fixed-rate interest.

The Allowed Secured Claim of Ford Motor Credit, consisting of two
auto loans will receive these treatments:

    * the $25,745.05 loan will receive a $462.01 monthly payment
      with 2.9% interest until fully paid; and

    * the $25,501.58 loan will receive a $481.04 monthly payment
      with 4.9% interest until fully paid.

The Allowed Secured Claim of Russell Doerk, president, COO, and
director of Gooding's, against the Debtor with respect to his
right of setoff will be settled between the Debtor and Mr. Doerk.

The Allowed Secured Claim of Crane National Vendors, totaling
$52,978.05, will receive a first payment of $2,670.98 on the
effective date, and subsequent monthly payments in two years with
10.5% interest.  Crane will also retain its lien on certain
vending machines located at the International Drive Store and the
Lake Buena Vista Store.  The Debtor will pay $2,700 attorneys'
fees incurred by Crane through monthly payments of $112.50.

                       Unsecured Claims

Holders of Allowed Unsecured Claims, estimated between $2,500,000
to $3,000,000, will receive their pro rata share of the Gooding's
Creditors Trust.  The Gooding's Creditors Trust will hold,
prosecute and liquidate the Trust Assets for the Benefit of
Allowed Unsecured Claims, and will make distributions pursuant to
the Plan.  The assets of the Trust consist of:

   a) the Guaranteed Payment;
   b) the Periodic Payments;
   c) a portion of Net Recovery;
   d) Causes of Action; and
   e) all unclaimed property.

The Trust will receive 25% of the first $2 million of Net Recovery
from the Celebration Litigation.  Thereafter, the Trust will get
20% of Net Recovery after the Class 2 Claim of First National is
paid in full.  Thereafter, the Trust will receive 50% of Net
Recovery from the Celebration Litigation until the Trust has
received a total of $1,500,000.

CEO Jonathan Gooding, who owns 95.69% of common stock, and Company
President Russell Doerk, who owns 4.31% of common stock, will
retain their ownership in Gooding's.

                         About Gooding's

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of
$1 million to $10 million and debts of $10 million to $50 million.


GS MORTGAGE: S&P Pares Rating on Class K-PR Certs. to BB- from BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates issued by
GS Mortgage Securities Corp. II's series 2005-GSFL VII.

Concurrently, the rating was lowered on one class from the same
series.  At the same time, the ratings on five classes from this
transaction were affirmed.

The upgrades reflect increased credit enhancement levels resulting
from loan payoffs, as well as Standard & Poor's analysis of the
remaining loans in the pool.

The downgrade reflects the decline in operating performance of the
Renaissance Pittsburgh hotel, which secures a loan accounting for
10% of the pool's outstanding principal balance.  The raked K-PR
class derives 100% of its cash flow from the Renaissance
Pittsburgh hotel.

The largest remaining loan, the Sands Expo and Convention Center
loan, has a trust balance of $59.1 million and a whole-loan
balance of $90.9 million.  The loan is secured by a 966,400-sq.-
ft. convention center in Las Vegas, Nevada, and is attached to the
Venetian Resort.  For the nine months ended Sept. 30, 2006,
Standard & Poor's calculated a weighted average debt service
coverage of 1.68x, and revenue at the property was up 13% from
its level in 2005.  The SECC loan has exercised its first maturity
extension option to Aug. 1, 2007.  It has one 12-month and one
six-month extension remaining.

The Renaissance Pittsburgh hotel loan has a trust balance of
$16 million and a $1 million subordinate component.  In addition
to the trust exposure, there is an $11.5 million mezzanine loan.
The interest-only loan is secured by the fee interest in a
13-story, 300-room hotel property in Pittsburgh, Pennsylvania. The
property's current revenue per available room penetration index is
130.2, compared with 130.5 at issuance.

Standard & Poor's analysis was based on year-end 2005 and interim
2006 property operating statements for the Renaissance Pittsburgh
hotel as provided by the servicer, Capmark Finance Inc.

The property has experienced an increase in operating expenses and
a decrease in food and beverage income from the issuance levels.  
Given these conditions, the property has not met our initial
performance expectations, and Standard & Poor's adjusted net cash
flow is down 48% from its level at issuance.  The Renaissance
Pittsburgh hotel loan has exercised its first maturity extension
option to Aug. 1, 2007.  It has one 12-month extension.

The remaining two loans, Hyatt Regency Bethesda and the Worldgate
Plaza, both mature in 2007 and each have two 12-month extensions
available.  The operating performance for both loans has improved
since issuance, and both loans continue to exhibit credit
characteristics consistent with those of investment-grade
obligations.
    
                         Ratings Raised
    
                GS Mortgage Securities Corp. II               
                Commercial Mortgage Pass-Through
               Certificates Series 2005-GSFL VII

                               Rating
                               ------
                    Class   To         From
                    -----   --         ----
                    B       AAA        AA+
                    C       AAA        AA-
                    D       AA+        A+
                    E       A+         A-
                    F       A-         BBB

                       Rating Lowered
    
                GS Mortgage Securities Corp. II
                Commercial Mortgage Pass-Through
               Certificates Series 2005-GSFL VII

                               Rating
                               ------
                    Class   To         From
                    -----   --         ----
                    K-PR    BB-        BB+
    
                      Ratings Affirmed
    
                GS Mortgage Securities Corp. II
                Commercial Mortgage Pass-Through
               Certificates Series 2005-GSFL VII

                       Class     Rating
                       -----     ------
                       A-1       AAA
                       G         BBB-
                       X         AAA
                       H-WG      BBB
                       J-WG      BBB-


HANOVER COMPRESSOR: Redeeming $20.8MM of Conv. Junior Debentures
----------------------------------------------------------------
Hanover Compressor Co. calls for redemption on Jan. 4, 2007, of
$20,871,000 aggregate principal amount of the Convertible Junior
Subordinated Debentures Due 2029.  All of the Debentures are owned
by Hanover Compressor Capital Trust and the Trust is required to
use the proceeds received from the redemption to redeem
$20,245,000 aggregate liquidation amount of its 7-1/4% Convertible
Preferred Securities and $626,000 aggregate liquidation amount of
its 71/4% Convertible Common Securities.  Hanover Compressor
Company owns all of the Common Securities of the Trust.

The Preferred Securities to be redeemed will be selected in
accordance with the applicable procedures of The Depository
Trust Company for partial redemptions.

Prior to 5:00 p.m., Eastern Time, on Jan. 3, 2007, holders may
convert their Preferred Securities called for redemption on the
basis of one Preferred Security per $50 principal amount of
Debentures which will then be immediately converted into shares of
Hanover Compressor Company common stock at a price of
approximately $17.875 per share, or 2.7972 shares of Hanover
Compressor Company common stock per $50 principal amount.  Cash
will be paid in lieu of fractional shares.  On Dec. 14, 2006 the
closing price of Hanover Compressor Company common stock on the
New York Stock Exchange was $20.42 per share.

Alternatively, holders may have their Preferred Securities that
have been called for redemption, redeemed on Jan. 4, 2007.  Upon
redemption, holders will receive $50 for each of their Preferred
Securities, plus accrued and unpaid distributions thereon from
Dec. 15, 2006 up to but not including Jan. 4, 2007. Any of the
Preferred Securities called for redemption and not converted on or
before 5:00 p.m., Eastern Time, on Jan. 3, 2007, will be
automatically redeemed on Jan. 4, 2007 and no further
distributions will accrue.

Holders of the Preferred Securities should complete the
appropriate instruction form for redemption or conversion, as
applicable, pursuant to The Depository Trust Company's book-entry
system and follow such other directions as instructed by The
Depository Trust Company.

Hanover Compressor Company (NYSE:HC) -- http://www.hanover-co.com/
-- is a global market leader in full service natural gas
compression and a leading provider of service, fabrication and
equipment for oil and natural gas production, processing and
transportation applications.  Hanover sells and rents this
equipment and provides complete operation and maintenance
services, including run-time guarantees for both customer-owned
equipment and its fleet of rental equipment.

                        *     *     *

On Oct. 20, 2006, Moody's Investors Service upgraded the rating of
Hanover Compressor Company's 8.625% Senior Unsecured Gtd. Notes
Due 2010; 9% Senior Unsecured Gtd. Notes Due 2014; and
7.5% Senior Unsecured Gtd. Notes Due 2013 to B2.


HOVNANIAN ENT: Posts $117.9M Net Loss in 4th Quarter Ended Oct. 31
------------------------------------------------------------------
Hovnanian Enterprises Inc. reported net income available to common
stockholders of $138.9 million on $6.1 billion of total revenues
for the full year ended Oct. 31, 2006.  In fiscal 2005, net income
available to common stockholders was $469.1 million on total
revenues of $5.3 billion.

Homebuilding gross margin, before interest expense included in
cost of sales, was 23.1% for fiscal 2006, a 330 basis point
decline from an all-time record of 26.4% in the prior year.  Total
SG&A expense was 11.2% in fiscal 2006, compared with 10.0% in
2005.  The company's pretax income from Financial Services in
fiscal 2006 rose 29% over 2005, to $31 million.

For the three-month period ended Oct. 31, 2006, revenues were
$1.7 billion, compared with $1.8 billion for the fourth quarter of
fiscal 2005.  After charges related to inventory impairments and
land option write-offs, the company reported a loss to common
stockholders for the fiscal 2006 fourth quarter of $117.9 million
compared with net income available to common stockholders of
$165.4 million for the same period a year ago.

"Overall, we are disappointed with our results in fiscal 2006,"
Hovnanian Enterprises president and chief executive officer Ara K.
Hovnanian commented.

"Although our deliveries and revenues increased over the record
year of 2005, our gross margins fell 330 basis points -- as we cut
pricing and offered incentives to improve affordability and remain
competitive in a period of a slower housing demand.

"We did not anticipate the suddenness or magnitude of the fall in
pricing that occurred this year in many of our communities.  Our
profitability and the pace of new home sales in our markets
continues to be adversely impacted by high contract cancellation
rates, increases in the number of resale listings and increases in
the number of new homes available for sale," Mr. Hovnanian said.

The company's contract cancellation rate for the fourth quarter
was 35%, compared with 25% in the fourth quarter of 2005 and a 33%
rate reported in the third quarter of fiscal 2006.

"Conditions in some markets like Texas and North Carolina have
been holding up better than those in our other markets.  Despite
healthy job growth, steadily increasing GDP, strong household
formation, and low mortgage rates, most housing markets have been
adversely impacted by heightened inventories of both new and
existing homes for sale, along with shifting consumer sentiment
which has kept many homebuyers on the sidelines waiting for an
even better deal on a new home," Mr. Hovnanian added.

"Over the past two months, we have started to see a glimmer of
hopeful indicators that the markets may be stabilizing, including
modest declines in resale inventories, improving consumer
confidence, particularly in the University of Michigan survey
which specifically tracks consumer attitudes toward buying homes,
and healthy levels of buyer traffic at many of our communities.

"Thus, as we begin calendar 2007, we are cautiously optimistic
that some of our more challenging markets will begin to experience
decreasing cancellations and an improved sales pace.  However, we
may not get a good read on the market until the spring selling
season begins in earnest.  Until we experience an actual
improvement in our pace of net contracts, we are continuing to
manage assuming that current conditions remain with us for the
foreseeable future," Mr. Hovnanian said.

"In the fourth quarter, we decided to walk away from $141 million
in land deposits and predevelopment costs and took impairment
charges of $174 million," executive vice president and chief
financial officer J. Larry Sorsby said.

"We successfully renegotiated a number of our land option
contracts in the third and fourth quarters of fiscal 2006, and we
have also walked away from our deposits and predevelopment costs
on many option contracts where it did not make economic sense to
proceed.

"Although it is painful to incur these write-offs, we believe it
is much better than proceeding to build-out these communities at
very low returns or losses over the coming years," Mr. Sorsby
said.

The company ended the year with 427 active communities, which is
below its prior estimate of 440 communities as a result of walking
away from certain options and negotiating delays in the takedown
on other communities.

As of Oct. 31, 2006, the company had 60,714 lots held under option
contracts and controlled a total of 94,618 lots, a 22% decline
from the peak level controlled as of April 30, 2006.

"Although we are concerned with the uncertainty currently evident
in housing markets, we are providing initial guidance for fiscal
2007, based on our standard practice of assuming that our sales
pace and pricing in each of our communities remains as it is today
and that market conditions do not deteriorate further," Mr. Sorsby
continued.

"On that basis, assuming that the economy remains reasonably
healthy and mortgage rates remain stable, we are projecting fiscal
2007 earnings between $1.50 to $2.00 per fully diluted common
share on 16,000 to 18,000 home deliveries, including 1,000 to
1,500 deliveries from unconsolidated joint ventures.

"For the first quarter of fiscal 2007 we anticipate modest earning
of between $0.05 and $0.10 per fully diluted share with earnings
significantly weighted to the second half of the year.  We believe
that the overall U.S. housing market may hit the bottom in the
first half of 2007.  However, the housing market is likely to
bounce along the bottom for several quarters before pricing and
sales pace improves.

"As we go forward, we will continue to exercise discipline with
regard to our balance sheet.  We significantly slowed our land
purchases during the second half of 2006," Mr. Sorsby said.

"However, we have 60 more communities open at the start of fiscal
2007 than we had available for sale a year ago.  While our
inventories are expected to grow through the first two quarters of
fiscal 2007, for the full year we expect the net change in
inventories to be close to zero.  We anticipate that our average
ratio of net recourse debt to capitalization will average close to
our target of 50% during fiscal 2007," Mr. Sorsby concluded.

"We believe the quick reaction of the housing markets to set
pricing for new homes at lower levels is a significant positive
that should allow us to return to a more profitable business
environment sooner," Mr. Hovnanian said.

"We have been through downturns in the housing industry many times
during our 47 years of operation.  Each time, we have emerged as a
stronger and better company, with an improved market share.  We
are confident that we will weather the current slowdown with a
similar result.  Despite incurring $336 million of land-related
charges in 2006, our common stockholders' equity grew by 9.1%.

"We are working hard to manage our company through this period
conservatively and effectively.  That has resulted in some tough
decisions regarding our staffing and our subcontractor base.  We
believe that the steps we are taking today are necessary to
maintain our competitive position in the face of the current
conditions, and to position us for recovery as we move through
fiscal 2007 and into 2008," Mr. Hovnanian concluded.

At Oct. 31, 2006, the company's balance sheet showed
$5.461 billion in total assets, $3.387 billion in total
liabilities, $132 million in total minority interest, and
$1.942 billion in total stockholders' equity.

                    About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) was funded in 1959 by Kevork S. Hovnanian, its
chairman.  The company is a homebuilder with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia, and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.  The
company is a member of the Public Home Builders Council of America
and is an adult homebuilder.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Standard & Poor's Ratings Services revised its outlook on
Hovnanian Enterprises Inc. to stable from positive.  At the same
time, the 'BB' corporate credit rating and all outstanding debt
ratings are affirmed.


INTERACTIVE MOTORSPORTS: Sept. 30 Equity Deficit Widens to $3.8MM
-----------------------------------------------------------------
Interactive Motorsports and Entertainment Corp.'s balance sheet at
Sept. 30, 2006, showed total assets of $2,062,989 and total
liabilities of $5,955,020, resulting in a shareholders' equity
deficit of $3,892,031.  The company's shareholders' equity deficit
stood at $3,395,501 at Dec. 31, 2005.

For the three months ended Sept. 30, 2006, the company incurred a
$317,585 net loss on $921,026 of total revenues, compared to a net
loss of $352,998 on $920,109 of total revenues for the same
quarter last year.

As of Sept. 30, 2006, the company had cash totaling $229,842
compared to $353,180 at Dec. 31, 2005.  Current assets totaled
$566,654 at Sept. 30, 2006 compared to $868,703 on Dec. 31, 2005.  
Current liabilities totaled $3,532,538 on Sept. 30, 2006 compared
with $3,874,457 on Dec. 31, 2005.  As such, these amounts
represent an overall increase in working capital of $39,870 for
the nine months ending Sept. 30, 2006.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1779

Headquartered in Indianapolis, Indiana, Interactive Motorsports &
Entertainment Corp.(OTCBB: IMTS) through its wholly owned
subsidiary, Perfect Line Inc., engages in the ownership and
operation of NASCAR Silicon Motor Speedway racing centers in the
United States.  It operates three NASCAR Silicon Motor Speedway
stores that offer NASCAR-branded entertainment products.  The
Company also has revenue share agreements with third parties
allowing them to use its NASCAR racing simulators and software, as
well as sells and leases simulators and licenses software to third
parties. It owns and operates revenue share racing centers in
malls, family entertainment centers, amusement parks, casinos, and
auto malls.


INTERSTATE BAKERIES: Four Parties Object to Board Constitution
--------------------------------------------------------------
Four parties-in-interest objected to Interstate Bakeries Corp. and
its debtor-affiliates' request to constitute their Board of
Directors.  They are:

   a. Brencourt Advisors LLC
   b. Official Committee of Equity Security Holders
   c. JPMorgan Chase Bank, N.A., prepetition secured lenders agent
   d. Official Committee of Unsecured Creditors.

The nine individuals currently serving as directors of the company
are:

   1. Michael Anderson,
   2. Robert Calhoun,
   3. Frank Horton,
   4. G. Kenneth Baurn,
   5. Ronald Thompson,
   6. Leo Banatar,
   7. Richard Metrick,
   8. William Mistretta, and
   9. David Weinstein.

                             Brencourt

Representing Brencourt Advisors LLC, Chris W. Henry, Esq., at
Payne & Jones, Chartered, in Overland Park, Kansas, tells the
Court that the Debtors have requested an extraordinary relief
based on the fallacy that Brencourt's action in Delaware Chancery
Court is done to hijack their reorganization process and permit
Brencourt to seize control of the Board.

Mr. Henry contends that after watching the Debtors' financial
deterioration, Brencourt wants to exercise its legitimate
shareholder rights under Delaware law and permit all shareholders
to participate in the election of new directors.  He adds that
Brencourt is not doing this to benefit itself, but to deliver new
leadership to a stagnant company and bring a fresh perspective to
the Debtors' operations and their reorganization process from the
top down.

Brencourt asks the Court to deny the request because:

    (a) it has no basis but speculation and gross exaggeration
        designed to manufacture irreparable non-existent harm;

    (b) an election of directors will only take place after the
        Debtors' outstanding financial reports are approved by the
        existing Board and filed by the Company;

    (c) the Debtors' fear of key employee loss is not true;
        rather, employees would be relieved to see a new CEO who
        will bring in new high level employees, unlike the current
        lack of leadership and declining operational performance;

    (d) Brencourt has not acted in bad faith in seeking the
        shareholders' meeting and its efforts, in coordination
        with the Equity Security Holders Committee, do not
        threaten the reorganization process; and

    (e) besides having no long-term business plan or other
        information on which to base a valuation, the Debtors'
        assertion to extend the term of the very Board that
        destroyed all shareholder value, is inappropriate.

                         Equity Committee

The Official Committee of Equity Security Holders says IBC has not
held an annual shareholders meeting to elect directors for the
past three years, Brian W. Fields, Esq., at Sonnenschein Nath &
Rosenthal LLP, in Kansas City, Missouri tells the Court.  In
addition, the Debtors don't have a future business plan, adequate
exit financing, and a plan of reorganization.

Accordingly, the Equity Committee asks the Court to deny the
Debtors' request.

In support of Brencourt's Delaware Action, the Equity Committee
asserts that Brencourt's call for a shareholders' meeting and the
replacement of members of the Board, is an exceptional
opportunity to gain expertise; add value for shareholders;
improve a company's competitive position; and improve a company's
image as being investor friendly.  The Debtors will be run more
effectively and efficiently if the shareholders elect a new board
of directors to exploit the Debtors' strategic and competitive
advantages, Mr. Fields asserts.

Mr. Fields contends that the Debtors have no evidence that
Brencourt intends to "clearly abuse"; that a shareholders'
meeting will impede the reorganization process; and that
Brencourt's motives are self-serving.

Brencourt's attempt to exercise its legal rights does not
constitute an irreparable harm that the Debtors asserted they
would suffer, Mr. Fields points out.

Also, the Debtors cannot use Section 303 of the Delaware General
Corporate Law because that section simply recognizes that a
bankruptcy court can make orders effecting bankruptcy rights
without the need for shareholder approval, Mr. Fields argues.
The section does not provide a mechanism for the Court to
abrogate shareholder rights or to entrench an existing board of
directors.

                        JPMorgan Chase Bank

JPMorgan Chase Bank, N.A., agent for the prepetition secured
lenders, supports the Debtors' legal position that the Court has
the power and authority to enjoin Brencourt's Delaware Action to
compel a shareholders meeting, and to seek a preliminary
injunction.  However, the Agent objects to the reconstitution of
the board of directors, says Lisa A. Epps, Esq., at Spencer Fane
Britt & Browne LLP, in Kansas City, Missouri.

Ms. Epps contends that Delaware law acknowledged the plenary
nature of the Court's power to control a Delaware incorporated
debtor's corporate governance.  However, while maintaining the
status quo at the Board is not acceptable, allowing equity-
holders, to exercise sole and exclusive control over the Debtor's
corporate governance is equally unacceptable.

The collective and consensus judgment of all parties-in-interest
is that the Debtors need a new CEO to provide a fresh
perspective, consider and evaluate all strategic and
reorganization alternatives, and map a path forward, Ms. Epps
relates.  She adds that JPMorgan is hopeful that the Debtors will
adopt the parties' agreement and seek to amend the pending
reconstitution motion to be consistent with the stakeholders'.

Ms. Epps asserts that allowing the Brencourt Action to proceed
will delay efforts in these cases to the detriment of all
stakeholders because it will certainly devolve into a morass of
litigation, as the Prepetition Lenders would not sit idly as
equity holders attempted to take unilateral control of the
Debtor's Board.

                        Creditors Committee

The Official Committee of Unsecured Creditors asks the Court to
deny the Debtors' request to constitute the board of directors,
and instead grant the Committee's request to reconstitute the
board.

Scott Cargill, Esq., at Lowenstein Sandler PC, in Roseland, New
Jersey, says that the Creditors and the Equity Committees, and
the Debtors' secured lenders, met and agreed that the Debtors'
board should be composed of seven specifically designated
members, whom the Creditors Committee believes to be superior to
the present one.

Mr. Cargill asserts that this settlement and the hiring of a new
CEO will provide the much-needed balance of new blood and
continuity of directors, which is essential to the successful
resolution of the Chapter 11 cases.

Any objection that the Settlement is ill conceived, or will be
overly disruptive to the Debtors' business, is entirely
misplaced, Mr. Cargill contends.  He notes that the board of
directors owes its allegiance to the creditors and the
shareholders, and that the directors should respect the decision
of the parties to whom they owe their fiduciary duties.

                        Debtors Talk Back

"These parties unfairly complain in a general and conclusory
fashion about the current state of the Debtors' businesses and
what they view as a lack of progress in these cases, but they
fail to identify any specific Board actions with which they
disagreed, and provide no insight into how new directors of their
choosing would do a better job handling the difficult business
issues confronting the Debtors," J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom, LLP, in Chicago, Illinois,
tells the Court.

Mr. Ivester points out that from the earliest days of the Chapter
11 cases, the Equity Committee has been included in a transparent
and collaborative process to reorganize the Debtors, as has
Brencourt since it publicly surfaced some months ago.  All major
strategic business decisions have been fully vetted with the Key
Constituents before being implemented by the Debtors, and
Brencourt and the Equity Committee never took issue with any of
these decisions or offered better alternatives.  But now that
they perceive a tactical advantage in trying to seize control of
the Debtors to the exclusion of the other Key Constituents,
Brencourt and the Equity Committee blame the Board for the
longer-than-hoped-for stay in bankruptcy, while blithely
dismissing as gross exaggeration the severe jeopardy to the
entire reorganization process that a unilateral change of control
would pose.

Mr. Ivester argues that there is no reasonable doubt that serious
adverse consequences will occur if equity is allowed to seize
control of the Board without regard to the wishes of the Debtors
and the other Key Constituents.

"By contrast, enjoining Brencourt from proceeding in Delaware for
a few weeks to allow the parties sufficient time to resolve the
Board composition issues consensually harms no one," Mr. Ivester
maintains.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 54; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Creditors Transfer 99 Claims Totaling $17.3M
-----------------------------------------------------------------
Papers filed with the U.S. Bankruptcy Court for the Western
District of Missouri disclosed that from Sept. 11 to Dec. 18,
2006, the Clerk of the Bankruptcy Court recorded 99 claim
transfers in Interstate Bakeries Corp. and its debtor-affiliates'
chapter 11 cases totaling $17,305,831, to:

    Transferee                         Transfers   Total Amount
    ----------                         ---------   ------------
    Ore Hill Hub Fund Ltd                     9      $9,938,124
    Morgan Stanley Senior Funding, Inc        2       5,091,434
    Longacre Master Fund, Ltd.                4       1,167,271
    Madison Niche Opportunities, LLC          7         254,869
    Longacre Acquisition, LLC                 2         142,594
    Madison Liquidity Investors               6         134,986
    KS International, Inc.                    2         123,937
    Debt Acquisition Company                 50          55,547
    Ithaca Partners                           1          51,903
    Hain Capital Holdings LLC                 2          41,719
    Argo Partners                             1          15,000
    Madison Investment Trust-Series 17        2           3,962
    Redrock Capital Partners, LLC             8         124,008
    Distressed/High Yield Trading             3         160,477
     Opportunities Fund, Ltd.

Argo Partners has offices at 12 West 37th Street, 9th Floor, in
New York.  Contact person is Scott Krochek.

Debt Acquisition has offices at 1565 Hotel Circle South, Suite
310, in San Diego, California.  Contact person is Traci Fette.

Morgan Stanley Senior Funding, Inc., can be reached through
Vanessa Marling or Darragh Dempsey, at 1 Pierrepont Plaza, 7th
Floor, in Brooklyn, New York, with telephone number (718) 754-
7294-7288.

Hain Capital could be reached through Ganna Liberchuk, at 301
Route 17, 6th Floor, in Rutherford, New Jersey, with phone number
(201) 896-6100.

Vladimir Jelisavcic can be contacted for Longacre Master Fund,
Ltd., at 810 Seventh Avenue, 22nd Floor, in New York.

Madison Niche Opportunities has offices at 6310 Lamar Avenue,
Suite 210, in Overland Parks, Kansas.  Contact person is Sally
Meyer.

Madison Investment Trust - Series 17 and The Madison Avenue
Capital Group II Trust have offices at 6310 Lamar Avenue, Suite
210, in Overland Parks, Kansas.  Contact person for Madison
Investment is Kristy Stark while the contact person for The
Madison Capital is Sally Meyer.

Madison Liquidity Investors has offices at 6310 Lamar Avenue,
Suite 210, in Overland Parks, Kansas.  Contact person is Jesse
Bever.

Distressed/High Yield Trading Opportunities Fund, Ltd., can be
reached through Scott Stagg at 1 Greenwich Office Park North, 51
East Weaver Street, in Greenwich, Connecticut.

Redrock Capital Partners, LLC, can be reached through Craig
Klein, at 111 S. Main Street, Ste. C11, P.O. Box 9095, in
Breckenridge, Colorado.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 54; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


J2 COMMS: Stonefield Josephson Raises Going Concern Doubt
---------------------------------------------------------
Stonefield Josephson, Inc., expressed substantial doubt about J2
Communications, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended July 31, 2006.  The auditing firm pointed to the company's
net loss and negative working capital.

The company reported a $6,859,085 net loss on $3,687,694 of total
revenues for the year ended July 31, 2006, versus a $8,669,170 net
loss on $3,673,442 of total revenues for the year ended
July 31, 2005.

Management reports that the decrease in net loss resulted
primarily from nonrecurring costs, incurred during the fiscal year
ended July 31, 2005, of approximately $2,600,000 which was paid to
Mr. Jimirro on his separation from service, the expense of
approximately $1,082,695 associated with modifying the terms of
stock options and warrants, and the forgiveness of $166,000 in
debt and interest.

At Dec. 31, 2005, the company's balance sheet showed $3,458,445 in
total assets and $4,964,203 in total liabilities, resulting in a
stockholders' deficit of $1,505,758.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1781

Based in West Hollywood, California, J2 Communications, Inc., was
primarily engaged in the acquisition, production and distribution
of videocassette programs for retail sale.  In 1991, the company
acquired all of the outstanding shares of National Lampoon, Inc.,
and subsequent to the company's acquisition of NLI, it de-
emphasized its videocassette business and publishing operations
and began to focus primarily on exploitation of the National
Lampoon(TM) trademark.  The company reincorporated in Delaware
under the name National Lampoon, Inc., in November 2002.


JACUZZI BRANDS: Extends Tender Offer for 9-5/8% Senior Notes
------------------------------------------------------------
Jacuzzi Brands Inc. disclosed the results of its reported cash
tender offer and consent solicitation with respect to the
$380 million in aggregate principal amount of its 9-5/8%
Senior Secured Notes due 2010.

In addition, Jacuzzi reported that it is extending the price
determination date for the tender offer at 10:00 a.m., New York
City time, on Dec. 18, 2006 to January 5, 2007.  Jacuzzi is also
extending the expiration date for the tender offer at 5:00 p.m.,
New York City time, on Jan. 3, 2007 to Jan. 22, 2007.

Jacuzzi had received tenders and consents for $379,950,000 in
aggregate principal amount of the Notes, representing 99.99%
of the outstanding Notes, as of Dec. 15, 2006, which was the
deadline for holders who desired to receive the cash consent
payment to tender their Notes and deliver their consents.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture pursuant to which the Notes were
issued have been received, and a supplemental indenture to
effect the proposed amendments has been executed.  The proposed
amendments, which will eliminate substantially all of the
restrictive covenants and eliminate or modify certain events of
default and related provisions contained in the indenture, will
become operative when the tendered Notes are accepted for purchase
by Jacuzzi.

Withdrawal and revocation rights with respect to tendered
Notes and delivered consents expired as of the Consent Date.  
Accordingly, holders may no longer withdraw any Notes previously
or hereafter tendered or revoke any consents previously or
hereafter delivered, except in the limited circumstances described
in the Statement.

The consummation of the tender offer is conditioned upon, among
other things:

   i) the consummation of the previously announced acquisition
      of Jacuzzi by affiliates of Apollo Management, L.P. and

(ii) the receipt by affiliates of Apollo of $985 million in new
      debt financing relating to the Transactions and the
      availability of funds therefrom to pay the tender offer
      consideration described in the Offer to Purchase and
      Consent Solicitation Statement of Jacuzzi, dated December
      4, 2006.

If any of the conditions are not satisfied, Jacuzzi may terminate
the tender offer and return tendered Notes, may waive unsatisfied
conditions and accept for payment and purchase all validly
tendered Notes that are not validly withdrawn prior to expiration,
may extend the tender offer or may amend the
tender offer.

                    About Jacuzzi Brands

Jacuzzi Brands, Inc. (NYSE: JJZ) -- http://www.jacuzzibrands.com/
-- through its subsidiaries, manufactures and distributes branded
bath and plumbing products for the residential, commercial and
institutional markets.  These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. The Company's products are marketed under its portfolio
of brand names, including JACUZZI(R), SUNDANCE(R), ZURN(R), and
ASTRACAST(R).

                        *     *     *

On Oct. 16, 2006, Moody's Investors Service placed Jacuzzi Brands
Inc.'s corporate family rating at B2; $380 million 9.625% gtd
notes due 2010 at B2 on review for possible downgrade to reflect
the announcement that Jacuzzi has agreed to be acquired by private
equity firm Apollo Management L.P. for approximately $1.25
billion.


JORDAN IND: Equity Deficit Narrows to $228.7 Million at Sept. 30
----------------------------------------------------------------
Jordan Industries Inc.'s balance sheet at Sept. 30, 2006 showed
total assets of $595.8 million and total liabilities of
$824.5 million, resulting in a total shareholders' deficit of
$228.7 million.  Total shareholders' deficit at Dec. 31, 2005
stood at $251.3 million.

The company reported a $12.8 million net income for the third
quarter ended Sept. 30, 2006, compared with a net income of
$4.1 million for the same quarter in 2005.

The increase in net income was due to the $14.6 million net gain
on sale of discontinued operations.  Discontinued Operations
include the sale of Kinetek, Inc. to Kinetek Acquisition Corp., a
subsidiary of The Resolute Fund, L.P., for $441.7 million and the
sale of its ownership in Seaboard Folding Box Corporation for cash
proceeds of $6.7 million.

Net sales were $83.7 million for the 2006 third quarter, versus
$91.7 million for the comparable quarter in 2005.

Operating income was $549,000 for the third quarter of 2006,
compared with $9.2 million for the comparable quarter in 2005.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?1757

Headquartered in Deerfield, Ill., Jordan Industries Inc.
-- http://www.jordanindustries.com-- thru its subsidiary Kinetec  
Inc. manufactures electric motors, gears, gear-boxes, and
electronic controls.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, revised its
Corporate Family Rating for Jordan Industries Inc. to Caa2 from
Caa3, as well as its rating on the company's 11.75% Senior
Subordinate Disc. Debentures due 2009 to C from Ca.  Those
debentures were assigned an LGD6 rating suggesting noteholders
will experience a 95% loss in the event of default.


KIMBALL HILL: Amends $500-Mil. Sr. Revolving Credit Facility
------------------------------------------------------------
Kimball Hill, Inc., amended terms of its $500 million senior
unsecured credit facility and disclosed financial results for the
fiscal year ended Sept. 30, 2006.

Kimball Hill amended these covenants in its $500 million senior
unsecured revolving credit facility.

   * The covenant requiring Kimball Hill to maintain a minimum
     tangible net worth of at least $225 million plus 50% of
     positive net income earned subsequent to Sept. 30, 2005 has
     been amended to require Kimball Hill to maintain a minimum
     tangible net worth of at least $300 million plus 50% of
     positive net income earned subsequent to Sept. 30, 2006.

   * The covenant requiring Kimball Hill to maintain a ratio of
     total liabilities to adjusted tangible net worth not to
     exceed 2.5x has been modified to require the ratio not to
     exceed 2.0x (decreasing to 1.75x as of June 30, 2007 and
     increasing to 2.5x as of Dec. 31, 2008).

   * The covenant requiring Kimball Hill to maintain a ratio of
     total debt to adjusted tangible net worth not to exceed 2.0x
     (decreasing to 1.75x as of March 31, 2007) has been modified
     to require the ratio not to exceed 1.5x.

   * A covenant requiring Kimball Hill to maintain a ratio of
     total land (including undeveloped land, land under
     development and finished lots on which home construction has
     yet to begin) to adjusted tangible net worth not to exceed
     1.5x has been added.

   * The covenant requiring Kimball Hill to maintain an interest
     coverage ratio of no less than 2.25x has been modified to
     require an interest coverage ratio of no less than 1.75x
     (decreasing to 1.5x through March 31, 2007, decreasing to
     1.4x through June 30, 2007, decreasing to 1.35x through
     Sept. 30, 2007, increasing to 1.5x through Dec. 31, 2007,
     increasing to 1.75x through March 31, 2008 and then
     increasing to 2.25x through the remaining term of the
     facility).  

For purposes of these tests, adjusted tangible net worth is
benefited by adjustments of 50% of Kimball Hill's outstanding
senior subordinated debt (up to a maximum $100 million adjustment)
and 100% of minority interests in consolidated entities (up to a
maximum $50 million adjustment).

                        Financial Results

Kimball Hill's total homebuilding revenues for the fiscal year
ended Sept. 30, 2006 were $1,163.8 million, an increase of
$17.2 million, or 1.5% from the fiscal year ended Sept. 30, 2005.  
Kimball Hill delivered 4,079 homes during the fiscal year ended
Sept. 30, 2006, compared with 3,881 homes during the fiscal year
ended Sept. 30, 2005.  The average sales price of homes delivered
during fiscal year 2006 was $277 thousand, a 3.1% decrease from
the average sales price of homes delivered during fiscal year
2005.

Total gross homebuilding profit margin decreased to 16.4% for the
fiscal year ended Sept. 30, 2006, compared to 24.8% for the fiscal
year ended Sept. 30, 2005.  Included in gross homebuilding profit
for fiscal year 2006 are $25.8 million of inventory valuation
charges and $8.3 million of costs related to the abandonment of
projects and write-off of deposits on cancelled land option
contracts.  Net earnings were $41.8 million for the fiscal year
ended Sept. 30, 2006 compared to $86.8 million for the fiscal year
ended Sept. 30, 2005.

                       About Kimball Hill

Kimball Hill Inc. (bond ticker: KIMHIL) designs, builds and
markets single-family detached, single-family attached and multi-
family homes.  Since its founding in 1969, Kimball Hill has
delivered over 44,000 homes to a broad range of customers,
including first-time buyers and first- and second-time move-up
buyers.  Kimball Hill has grown its business organically and now
operates within 17 markets across nine states located in five
regions: Florida, the Midwest, Nevada, the Pacific Coast and
Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2006,
Moody's Investors Service affirmed all of the ratings of Kimball
Hill, Inc., including the B1 corporate family rating and the B3
rating on its senior subordinated notes.  The ratings outlook was
changed to stable from positive.


KIRIT PATEL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kirit Patel
        aka Ken Patel
        104 Kay Lane
        Carrollton, GA 30117

Bankruptcy Case No.: 06-12375

Chapter 11 Petition Date: December 5, 2006

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Paula Gordon, Esq.
                  Law Office of Pamela Gordon
                  1720 Peachtree St., Suite 327
                  Atlanta, GA 30309
                  Tel: (404) 260-4233

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


KOLORFUSION INT'L: Sept. 30 Balance Sheet Upside-Down by $541,705
-----------------------------------------------------------------
Kolorfusion International, Inc., delivered its financial results
for the quarter ended Sept. 30, 2006, to the Securities and
Exchange Commission.

At Sept. 30, 2006, the company's balance sheet showed $1,110,832
in total assets and $1,652,537 in total liabilities, resulting in
a stockholders' deficit of $541,705.  At June 30, 2006,
stockholders' deficit was $484,809.

The company reported a $58,726 net loss on $455,968 of total
revenues for the three months ended Sept. 30, 2006, versus a
$53,726 net loss on $489,787 of total revenues for the three
months ended Sept. 30, 2005.

Management reports that the decrease was partially related to the
move out from the old facility into the new facility; thereby
having downtime during the quarter.  During the three-month period
ended Sept. 30, 2006, the company incurred $510,883 in expenses
and cost of goods sold as compared to the three month period ended
Sept. 30, 2005 where the company incurred $529,726 in expenses and
cost of goods sold, a decrease of $18,843.  Gross profit decreased
to 48.8% for the three months ended Sept. 30, 2006 compared to
53.2% for the three months ended Sept. 30, 2005.  The decline was
attributable to a different mix of revenues, such as processing
versus print media sales, during the comparable quarters.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1784

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Carver Moquist & O'Connor, LLC, in Minneapolis, Minnesota, raised
substantial doubt about Kolorfusion International, Inc.'s ability
to continue as a going concern after auditing the Company's
financial statements for the years ended June 30, 2006, and 2005.  
The auditor pointed to the Company's recurring operating losses
and stockholders' deficit.

                        About Kolorfusion

Centennial, Colorado-based Kolorfusion International, Inc.
(OTC: KOLR) -- http://www.kolorfusion.com/-- develops and markets  
a patented system for transferring colors and patterns into
coatings on metal, wood, glass, and directly into plastic
products.


LITHIUM TECHNOLOGY: Sells 20,060 shares of Series C Pref. Stock
---------------------------------------------------------------
Lithium Technology Corp. reported that it closed on the sale of
its securities in a private placement on Dec. 8, 2006.  The
Company sold 20,060 shares of Series C Preferred Stock for
an aggregate of $3,009,000.

Each share of Series C Preferred Stock is convertible into
2,500 shares of company common stock.  At a purchase price
of $150 per share of Series C Preferred Stock, the effective
purchase price for each underlying common share of company common
stock is $0.06 per share.  This effective stock price represents a
premium of 120% to the market price on the day of closing.  
The Company did not pay any commission to broker-dealers in
connection with the sale of the Series C Preferred Stock.

As reported in the company's Form 8-K dated Nov. 28, 2006,
each share of the company's Series C Preferred Stock will
automatically be converted into 2,500 shares of company common
stock 90 days following the authorization and reservation of a
sufficient number of shares of company common stock to provide for
the conversion of all outstanding shares of Series C Preferred
Stock into shares of company common stock.

"We are extremely pleased with this recent financing because it
demonstrates the confidence that professional investors have in
LTC and the markets in which we operate," commented Amir Elbaz,
executive vice president and chief financial officer of LTC.  
"We believe that our recent product and partnership announcements
have proven to stakeholders that our company is progressing on all
fronts, in the production as well as in the commercialization of
cells and batteries to the transportation, military and
renewable/stationary markets."

"As reported in the Company's Form 8-K dated Dec. 8, 2006, a
debenture holder converted approximately $2.4 million of debt into
equity of the Company" Additionally, Mr. Elbaz commented.  

Issuance of the securities was exempt from registration pursuant
to Rule 506 of Regulation D promulgated under Section 4(2) of
the Securities Act.  The shares were sold to accredited investors
in a private placement without the use of any form of general
solicitation or advertising.  The underlying securities are
"restricted securities" subject to applicable limitations on
resale.

A full-text copy of Lithium Tech.'s Form 8-K regulatory filing
dated Nov. 28, 2006 is available for free at:

                 http://ResearchArchives.com/t/s?1771


A full-text copy of Lithium Tech.'s Form 8-K regulatory filing
dated Dec. 8, 2006 is available for free at:

                 http://ResearchArchives.com/t/s?1773

Lithium Technology Corporation (OTC: LTHU)
-- http://www.lithiumtech.com/-- produces unique large-format  
rechargeable batteries under the GAIA brand name and trademark.  
The Company supplies a variety of military, transportation and
back-up power customers in the U.S. and Europe from its two
operating locations in Plymouth Meeting, Pennsylvania and
Nordhausen, Germany.

                        *     *     *

On March 31, 2006, Lithium Technology Corp.'s balance sheet showed
a total stockholder's deficit of $2,840,00 compared to
a deficit of $943,000 on Dec. 21, 2005.


MARTHA ORTEGA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Martha Elba Ortega
        aka Martha Elba Juarez
        1200 Margarita Court
        Calexico, CA 92231

Bankruptcy Case No.: 06-03849

Chapter 11 Petition Date: December 6, 2006

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Steven A. Wickman, Esq.
                  Wickman & Wickman
                  5151 Murphy Canyon Road, Suite 100
                  San Diego, CA 92123
                  Tel: (858) 292-9999
                  Fax: (858) 277-3456

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


MERIDIAN AUTOMOTIVE: Assumption of 43 Contracts & Leases Approved
-----------------------------------------------------------------
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 assume 43 Contracts and Leases.  
Judge Walrath directs the Debtors to pay cure amounts in
connection with their assumption of the Contracts and Leases.

A list of the Cure Amounts to be paid for each Contract or Lease
is available at no charge at http://ResearchArchives.com/t/s?1755

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 Class G Certs. at B-
---------------------------------------------------------
Fitch Ratings affirms Merrill Lynch Mortgage Investors, Inc.'s
commercial mortgage pass-through certificates, series 1996-C2 as:

   -- $12.8 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
C have paid in full.

The affirmation reflects the ongoing uncertainty surrounding the
Shilo portfolio, offsetting the 4.5% paydown the pool has
experienced since the last Fitch rating action.  As of the
December 2006 distribution date, the pool's aggregate certificate
balance has decreased 86.1% to $158.2 million from $1.1 billion at
issuance.  There are currently 47 loans remaining in the pool of
the original 300.

Currently, 12 assets are in special servicing, of which four A-
notes and four B-notes comprise the Shilo portfolio.  The Shilo
portfolio consists of four Shilo hotels, which are located in
various cities in Oregon and Washington.  The A-notes represent
the outstanding principal due on the four Shilo loans.  
The B-notes became effective in March 2003 as part of a loan
modification and represent capitalized principal and interest
advances and property protection advances on the Shilo loans.  The
Shilo portfolio was transferred to special servicing in August
2006 due to imminent default, and the borrower did not make the
October 2006 debt service payment.  The special servicer swept the
reserve accounts to make the October 2006 debt service payments.  
The borrower has since made partial payments on the debt.  The
special servicer is assessing its options with regards to a
workout.

The largest non-Shilo specially serviced asset is a hotel located
in Corvallis, Oregon and is real estate owned.  The special
servicer is in discussions 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 in foreclosure.
The special servicer is evaluating workout strategies with respect
to this loan.

Fitch has identified 19 loans as Fitch Loans of Concern, which
includes 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.


MESABA AVIATION: In Talks with Northwest for Possible Acquisition
-----------------------------------------------------------------
Northwest Airlines Corp. is planning to acquire Mesaba Aviation
Inc., a deal that would generate cost savings and protect Mesaba
workers' jobs, Kathy Grayson writes for the Minneapolis/St. Paul
Business Journal.

Pursuant to the deal, Northwest would co-sponsor Mesaba's
reorganization plan for Court-approval and acquire Mesaba through
that process.

Northwest CEO Doug Steenland disclosed that the proposed deal is
another move in its restructuring process designed to reshape and
optimize the Northwest fleet, realize competitive labor and non-
labor costs, and recapitalize its balance sheet, the Business
Journal relates.

Citing Northwest spokesman Bill Mellon, the Associated Press
reports that the acquisition would not involve a cash transaction.  
Northwest intends to operate Mesaba as a wholly owned subsidiary,
Mr. Mellon adds.

AP reports that Mesaba President John Spanjers said that the
Northwest ownership would secure its core business and place the
carrier for future growth.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a  
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.


MGM MIRAGE: Fitch Rates $750-Mil. Senior Unsecured Notes at BB
--------------------------------------------------------------
Fitch assigned a rating of 'BB' to the 7.625% $750 million in
senior unsecured notes due 2017 offered by MGM MIRAGE.

Fitch also affirmed MGM's these ratings:

   -- Issuer Default Rating at 'BB';
   -- Senior credit facility at 'BB';
   -- Senior notes at 'BB'; and,
   -- Senior subordinated notes at 'B+';

The ratings apply to roughly $12.96 billion of outstanding debt as
of Sept. 30, 2006 and the new issue noted above.  The Rating
Outlook remains Stable.  The ratings reflect MGM's high quality
asset portfolio, strong competitive position, and adequate
liquidity.  Credit concerns include limited diversification, high
leverage for the rating category, and significant capital spending
plans.  The Stable Outlook incorporates Fitch's positive view on
the near-term operating environment on the Las Vegas Strip, which
accounts for roughly 75-80% of MGM's cash flow.

While MGM's capital spending is expected to be heavy over the next
few years, Fitch believes the company has ample financial
flexibility to maintain its credit profile.  MGM's leverage was
5.6-5.7x as of Sept. 30, 2006 down from 6.4x at the end of 2005.
The improvement is a result of expected deleveraging following its
Mandalay Resort Group acquisition last year.  Fitch estimates that
MGM could continue to improve leverage slightly until spending for
its CityCenter development in Las Vegas begins to significantly
ramp up in 2008-2009.  

However, Fitch still expects MGM's leverage will remain in the
mid-5x range over the next couple of years, while coverage is
expected to remain in the mid-2x range.

MGM had nearly $2.5 billion of liquidity as of Sept.30, including
$344 million of cash and $2.1 billion available under its
$7 billion credit revolver.  Subsequent to the end of the quarter
MGM amended its credit facility, paid off a $245 million note,
reported $600 million in asset sales, and is issuing $750 million
in new senior notes.  MGM's amended credit facility included a
maturity extension to 2011 from 2010 and an option to solicit
additional lender commitments for another $1 billion, which would
increase the total capacity to $8 billion.

Growth Pipeline:

Outside of operating performance, the company's credit metrics
over the next few years will be primarily influenced by the timing
of spending on CityCenter, the timing of CityCenter residential
sales proceeds, the timing and quantity of hurricane insurance
proceeds, and the level of share repurchase.

The company's wholly-owned growth pipeline is solid with the:

   -- $765 million Detroit permanent facility set to open in late
      2007; and,

   -- $7 billion CityCenter mixed-use project in Las Vegas
      scheduled to open in late 2009.

Fitch believes the largest portion of the Detroit spending will be
in the 2007 capital budget, while peak annual spending for
CityCenter will be in 2009.

Offsetting MGM's investment in these projects are:

   -- $2.5 billion in proceeds from expected CityCenter
      residential sales;

   -- $600 million in recently announced asset sales; and,

   -- potential insurance proceeds from Beau Rivage.

MGM has spent roughly $440-$450 million in the last year
rebuilding Beau Rivage after Hurricane Katrina, but received only
$165 million so far in insurance proceeds.

The $1.1 billion MGM Grand Macau, which is 50% MGM-owned through a
joint venture, is expected to open in late 2007.  MGM has already
invested $266 million of its committed $280 million, so MGM has
minimal additional capital requirements for that project.

Asset Sales and Share Repurchase:

Although it is not incorporated into Fitch's base Outlook, Fitch
believes that additional asset sales could help to fund MGM's
projects, as the demand for gaming assets remains robust.  As was
the case in its recent announcement of asset sales in Laughlin and
Primm for $600 million, Fitch expects MGM to be selective in
monetizing non-core assets at attractive prices.

MGM generated roughly $1.16 billion in cash from operations over
the last 12 months and spent nearly $380 million for share
repurchase during that time.  Current ratings incorporate share
repurchase levels consistent with this recent activity, but a
significant increase in repurchase activity is not.

Recent Joint Venture Agreements:

MGM has entered into a number of recent agreements, which indicate
that MGM could be adjusting its business model somewhat. It
reported yesterday it recently signed a multi-faceted agreement
with the Mashantucket Pequot Tribal Nation, which was first
reported in April 2006.  It also expects to sign two additional
agreements in 1Q07 to develop non-gaming hotels and resorts
globally, initially in China, Abu Dhabi, Las Vegas, and the United
Kingdom.  The ultimate scale of the JVs is unclear at this point
and MGM's only reported capital commitment is a
$200 million loan guarantee to the MPTN JV.

To the extent that these agreements reflect a strategy to leverage
its brands, marketing prowess, and development capabilities into
partnerships that generates fee income with limited capital
commitments, Fitch views the agreements positively.  Conversely,
if the agreements become significant drains on capital, it could
be viewed negatively.


MICHAEL FOOTE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael James Foote
        Susan Niles Foote
        6132 South West Riverpoint Lane
        Portland, OR 97239

Bankruptcy Case No.: 06-03869

Type of Business: The Debtor owned 100% of Foote Development
                  Company, a real estate developer and project
                  contractor based in Portland.

Chapter 11 Petition Date: December 7, 2006

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Gary B. Rudolph, Esq.
                  Sparber Rudolph Annen, APLC
                  701 B Street, Suite 1000
                  San Diego, CA 92101
                  Tel: (619) 239-3600
                  Fax: (619) 239-5601

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of America VISA          Credit card                $42,352
P.O. Box 15026                purchases
Wilmington, DE 19850

American Express              Credit card                $26,855
P.O. Box 297812               purchases
Fort Lauderdale, FL 33329

American Express              Credit card                $25,975
                              Purchases

Bullivant Houser Bailey PC    Legal fees                 $20,935

Harwood Properties            Home Improvements           $3,843

Coley Parek & Hawkins, LLP    Accounting fees             $3,675

Cheri L. Foote                                            $2,550

Shaw & Hren                   Maintenance bonds          Unknown
                              Michael J. Foote
                              was Guarantor


MICHAEL ZAMANI: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael A. Zamani
        aka Mike Zamani
        aka Mike Jaffari Zamani
        2214 Fruitridge Avenue
        San Jose, CA 95128

Bankruptcy Case No.: 06-52509

Chapter 11 Petition Date: December 5, 2006

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W. Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Fax: (408) 279-4264

Total Assets: $10,735,581

Total Debts:  $4,824,985

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chase Bank NA                 Credit card                $26,876
Bank One Card Service         purchases 2001-2006
800 Brookedge Blvd.
Westerville, OH 43081

Citi Bank (South Dakota) NA   Credit card                $21,541
P.O. Box 6500                 purchases 2003-2006
Gales Creek, OR 97117

Santa Clara County Tax        Real property taxes        $51,074
Asssessor                     4585 Stevens Creek
70 W. Hedding St.
San Jose, CA 95110

Santa Clara County Tax        Real property taxes        $37,346
Asssessor                     1860 S. Bascom
70 W. Hedding St.
San Jose, CA 95110

Santa Clara County Tax        Real property taxes        $26,895
Asssessor                     865 The Alameda
70 W. Hedding St.
San Jose, CA 95110

Santa Clara County Tax        Real property taxes         $8,067
Asssessor                     2214 Fruitdale
70 W. Hedding St.
San Jose, CA 95110

Sears/CBSD                    Credit card                 $9,345
8725 W. Sahara Avenue         charges 2005
The Lakes, NV 89163

The CBE Group, Inc.           2006 Satellite TV             $907
P.O. Box 2635
Waterloo, IA 50704

Sears/CBSD                    2005 credit card              $814
8725 W. Sahara Avenue         purchases
The Lakes, NV 89163


NATIONAL CONSUMER: Hires Lipkin & Associates as Consultants
-----------------------------------------------------------
The Honorable Erithe Smith of the U.S. Bankruptcy Court for the
Central District of California gave National Consumer Mortgage LLC
permission to employ Lipkin & Associates, as its consultants.

The Debtor tells the Court it wants Lipkin & Associates to set
up and monitor its in house accounting systems and to conduct
forensic accounting.

Specifically, the firm is expected to:

     a) review the operations of the Debtor and recommend and
        implement new controls and procedures at the controller,
        bookkeeping, banking, accounts receivable, accounts
        payable, loans and contract payable levels;

     b) provide independent controls to oversee the financial
        operations of the Debtor;

     c) screen and recommend the hiring of an accounting staff;

     d) ensure that books and records of the Debtor are
        maintained in accordance with generally accepted
        accounting practices;

     e) assist in preparation of a plan or reorganization; and

     f) conduct a forensic investigation regarding the monies
        misappropriated from the Debtor before bankruptcy
        protection.

The Debtor tells the Court that it paid the firm $25,000 as
retainer fee.

Alan Lipkin, licensed private investigator and certified fraud
examiner, who is also a principal of the firm, discloses that he
bills $250 per hour for this engagement.

The firm's other professionals are:

     Professionals        Designation        Hourly Rate
     -------------        -----------        -----------
     Robert Warren         Associate            $250
     Alan Dresdner         Associate            $150
     Brendan Kertin        Associate            $150

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

Mr. Lipkin can be reached at:

     Alan Lipkin
     Lipkin & Associates   
     Tel: (818) 888-8888     
     Fax: (818) 777-777
     http://www.lipkintax.com/

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an    
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  David L. Neale, Esq.,
at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the
Official Committee of Unsecured Creditors.  John Brinco was
appointed as the Debtor's Chapter 11 Trustee appointed   When the
Debtor filed for protection from its creditors, it listed total
assets of $1,102,135 and total debts of $32,846,858.


NAVIOS MARITIME: Completes $300-Million Senior Notes Offering
-------------------------------------------------------------
Navios Maritime Holdings Inc. completed the sale of $300 million
aggregate principal amount of 9-1/2% Senior Notes due 2014.  The
Notes were sold in the United States only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and in offshore transactions to non-
United States persons in reliance on Regulation S under the
Securities Act.

The Notes will initially be fully and unconditionally guaranteed
by all of Navios' existing subsidiaries, other than Corporacion
Navios Sociedad Anonima.  Navios intends to use the net proceeds
of the offering to repay amounts currently outstanding under its
senior secured credit facility.

The Notes and related guarantees have not been registered under
the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States
or to or for the benefit of U.S. persons unless so registered
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act and applicable securities laws in other jurisdictions.

                      About Navios Maritime

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW) --
http://www.navios.com/-- is a vertically integrated global  
seaborne shipping company, specializing in the worldwide carriage,
trading, storing, and other related logistics of international dry
bulk cargo transportation.  The company also owns and operates a
port/storage facility in Uruguay and has in-house technical ship
management expertise.  It maintains offices in Piraeus, Greece,
South Norwalk, Connecticut and Montevideo, Uruguay.

                          *    *    *

In November 2006, Standard & Poor's Ratings Services assigned
its 'BB-' long-term corporate credit rating to Greece-based
dry-bulk shipping company Navios Maritime Holdings Inc.  At the
same time, Standard & Poor's assigned its preliminary 'B' debt
rating to Navios' proposed $300-million senior unsecured bonds.  
S&P said the outlook is stable.


NORTEL NETWORKS: Eastman Kodak Renews Three-Year Management Pact
----------------------------------------------------------------
Eastman Kodak Company has agreed to a three-year renewal of an
existing agreement with Nortel Networks Corporation for management
of its U.S. voice network.

The renewal, calls for Nortel to continue managing Kodak's U.S.
network of PBXs and telephone services through 2008 and also
includes upgrading an existing Meridian SL-100 switch to an
IP-enabled Communication Server 2100.  The upgrade will allow the
company to provide VoIP capability when cost-effective for
requirements like worker mobility.

The company disclosed that it has outsourced its voice network to
Nortel since 1995 and will continue to benefit from Business Made
Simple through lower capital and operating costs.  Kodak will also
gain an infrastructure better prepared for future technologies
without sacrificing previous investments.

"We will continue to provide cost savings by operating and
managing Kodak's U.S. network," Nortel Global Services president
Dietmar Wendt said.  

"And we'll work with Kodak to address both current and future
needs - including migration to VoIP if and when it makes sense -
without requiring them to take on the costs associated with
buying, implementing and operating new equipment."

Nortel provides network management and maintenance for the
company's voice network, including remote fault monitoring with
proactive network surveillance, customer-defined service level
agreements for response and resolution, moves and changes,
comprehensive customer reporting, and dedicated service
management.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co.
-- http://www.kodak.com/-- develops, manufactures, and markets  
digital and traditional imaging products, services, and solutions
to consumers, businesses, the graphic communications market, the
entertainment industry, professionals, healthcare providers, and
other customers.

                          About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NORTHWEST AIRLINES: In Talks to Acquire Mesaba Aviation
-------------------------------------------------------
Northwest Airlines Corp. is planning to acquire Mesaba Aviation
Inc., a deal that would generate cost savings and protect Mesaba
workers' jobs, Kathy Grayson writes for the Minneapolis/St. Paul
Business Journal.

Pursuant to the deal, Northwest would co-sponsor Mesaba's
reorganization plan for Court-approval and acquire Mesaba through
that process.

Northwest CEO Doug Steenland disclosed that the proposed deal is
another move in its restructuring process designed to reshape and
optimize the Northwest fleet, realize competitive labor and non-
labor costs, and recapitalize its balance sheet, the Business
Journal relates.

Citing Northwest spokesman Bill Mellon, the Associated Press
reports that the acquisition would not involve a cash transaction.  
Northwest intends to operate Mesaba as a wholly owned subsidiary,
Mr. Mellon adds.

AP reports that Mesaba President John Spanjers said that the
Northwest ownership would secure its core business and place the
carrier for future growth.

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a  
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.


NVE INC: Wants Exclusive Plan-Filing Period Extended to January 16
------------------------------------------------------------------
N.V.E., Inc., asks the Hon. Novalyn L. Winfield of the U.S.
Bankruptcy Court for the District of New Jersey to further extend,
until Jan. 16, 2007, its exclusive period to file a chapter 11
plan.  The Debtor also asks Judge Winfield to extend its exclusive
period to solicit acceptances of the plan until Mar. 15, 2007.

The Debtor says it is very close to being in a position to file a
Plan of Reorganization but significant steps need to be taken
before drafting the Plan can commence.

                    Product Liability Cases

The Debtor reminds the Court that as of its bankruptcy filing, it
was party to approximately 117 ephedra related product liability
cases, pending in various courts throughout the United States.  
The Debtor says that as a result of its bankruptcy filing,
continued litigation of the product liability cases has been
stayed.

Both the Bankruptcy Court and the U.S. District Court for the
Southern District of New York have issued a series of Orders
extending the stay to the continuation of the Product Liability
Cases against certain third party defendants, including retailer
defendants and Robert Occhifinto.

The Debtor says after its initial bar date expired on Dec. 13,
2005, it engaged in discussions with certain representatives of
the plaintiffs and representatives of retailer defendants, in an
effort to assure that the universe of potential claims against the
Debtor and the Third Party Defendants was fixed by a date certain.

With the consent of the plaintiffs and the retailer defendants,
the Debtor applied to the Bankruptcy Court for the entry of an
Order authorizing a Publication Notice, Claim Supplement
Procedures, which the Bankruptcy Court approved on Jan.17, 2006.

The Debtor discloses that it has been successful in dismissing a
number of this product liability cases and has been successful in
obtaining Orders from the Bankruptcy Court expunging certain
claims filed on behalf of Product Liability Plaintiffs.

There are currently approximately 125 Product Liability Cases
pending and the Debtor relates that the Multi District Litigation
Panel has virtually transferred all of the Settled Cases to Judge
Rakoff for pre-trial purposes.

                            Mediation

On May 1, 2006, the Bankruptcy Court appointed Carmin C. Reiss as
Mediator and approved a Mediation process, aimed at reaching a
global resolution of all claims against the Debtor's Estate.  It
was agreed by the parties that the initial efforts in the
mediation sessions would be aimed at attempting a global
resolution of the Settled Cases.

The Debtor tells the Bankruptcy Court that an agreement has been
reached between the Debtor, the plaintiffs and the retailer
defendants with regard to the global resolution of all the Settled
Cases.  A Term Sheet incorporating the terms of the Settlement has
been signed by the Debtor, the plaintiffs and the retailer
defendants.  A comprehensive settlement agreement incorporating
the Term Sheet has been circulated and will be executed by the
parties.  The foregoing settlement with the plaintiff and
retailer/indemnitees will serve as the centerpiece of a Plan of
Reorganization, which the Debtor hopes to file in the near future.

The Debtor further says that it has engaged in negotiations with
the trade creditor representative appointed to participate in the
mediation sessions, with the assistance of Mediator Reiss.  While
the gap between the Debtor and the trade creditors has been
substantially narrowed, the Debtor and the trade creditors have as
yet been unsuccessful in reaching a final agreement.

                        Trade Claimants

The Debtor also relates that it is a party to a number of
significant disputes with trade claimants with regard to the
validity and extent of claims filed but has submitted to the
Bankruptcy Court Scheduling Orders in an effort to move the
litigation with regard to these disputed claims swiftly.

                        AdSouth Litigation

The Debtor is also engaged in litigation with AdSouth Partners,
with regard to what the Debtor alleges to be fraudulent
overcharges of in excess of $3 million.  The first mediation
session with AdSouth, to be conducted by former Judge Stephen
Orlofsky, was scheduled last December 12.

                          About NVE Inc.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


PERFORMANCE TRANSPORTATION: Court Confirms Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
confirmed, on Dec. 21, 2006, Performance Transportation Services
Inc.'s plan to exit bankruptcy by fully repaying secured creditors
in cash and shares.

Approval of the reorganization plan comes less than a year after
PTS and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection in the Court.  PTS is targeting a mid-January plan
effective date.

"We have a capital structure that will enable us to weather the
challenges that are occurring in the industry and we have the
support of our lenders and customers going forward," Jeffrey L.
Cornish, Chief Executive Officer and President of PTS, said.  "Our
customers have really supported PTS as a company and as a vital
part of their logistics supply chain.  We are going to do
everything we can to make that pay off for them."

While operating under Chapter 11, PTS reduced debt and implemented
several initiatives to increase operating efficiency, including
adopting a new system to track vehicle movement.

"Confirmation of the plan is the culmination of hard work by our
talented employees and advisors and our new ownership," Mr.
Cornish said, noting the plan is supported by all of PTS's
creditor groups entitled to vote on the plan.  "It has been a
total team effort."

Under the terms of the plan, secured creditors will be fully
repaid in cash.  The Yucaipa Companies LLC, which hold the
majority of the second lien debt, will receive New Common Stock.  
General unsecured creditors will receive proceeds from a
Liquidating Trust.  The Trust will pursue recoveries through
avoidance actions and other litigation.  Holders of Old Common
Stock will not receive any distributions and their equity
interests will be cancelled.

The company is in negotiations to replace the DIP and the Junior
DIP Financing Packages with an Exit Financing Package.  The Exit
Financing Package will be used to repay both the outstanding
current DIP facilities and provide additional borrowing capacity
for the company in its private status.  The company will exit
bankruptcy with the management team that led its reorganization,
including Cornish, Chief Financial Officer Jack Stalker and Chief
Operating Officer John Richter.  The company will continue to
operate its three business segments -- E. and L. Transport, Hadley
Auto Transport, and Leaseway Motorcar Transport.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest    
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.


PINNACLE CBO: Fitch Cuts Rating on $6.5-Mil. Senior Notes to B
--------------------------------------------------------------
Fitch downgrades one class of notes issued by Pinnacle CBO Ltd.

This rating action is effective immediately:

   -- $6,503,190 senior secured notes downgraded to 'B/DR1' from
      'BBB'; and,

   -- $80,108,014 second priority senior notes remain at 'C/DR6'.

Pinnacle is a collateralized debt obligation managed by Morgan
Stanley Investment Management which closed Nov. 20, 1997.  Five
performing assets, primarily emerging market securities, remain in
the current portfolio.  Included in this review, Fitch discussed
the current state of the deal with the asset manager and their
expectations going forward.

The downgrade is the result of undercollateralization and limited
interest revenues, combined with the diversion of principal
proceeds to the interest due on the second priority senior notes.
Since May 2005, a total of $9.58 million in principal have been
used to pay interest on the second priority senior notes.  

As of the most recent Nov. 27, 2006 payment date, failing senior
interest coverage tests have diverted principal proceeds to pay
the senior secured note principal, but once these tests were
cured, principal cashflows have been used to pay interest on the
second priority senior notes.  Fitch expects the second priority
senior note interest payments to continue to be partly funded by
principal proceeds from the $9.43 million par amount of performing
assets remaining.

As of the Nov. 16, 2006 trustee report, the senior secured par
value test was passing, increasing to 152.4% from 114% from the
last review in December 2004.  The senior secured interest
coverage test, however, failed to pass, increasing to 113.6% from
106.4%, relative to a trigger of 142%.  

As a result, approximately $1.69 million of principal proceeds
were used to redeem the senior secured note balance and cure the
senior secured IC test on Nov. 27, 2006, and $1.36 million of
principal proceeds used to pay interest to the second priority
senior notes.

As of the last payment date, the second priority notes have
deferred a total of $24.11 million in interest.  

Fitch anticipates this trend to carry on for future payments, with
continual leakage of scheduled principal proceeds to pay second
priority note interest, compromising the long term credit
worthiness of the senior secured notes.

The rating of the senior notes addresses 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 ratings of the
second priority notes address 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.


PREFERRED CARRIER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Preferred Carrier Services of Virginia, Inc.
             14681 Midway Road, Suite 105
             Addison, TX 75001

Bankruptcy Case No.: 06-35551

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Preferred Carrier Services, Inc.           06-35554
      Phones For All, Inc.                       06-35555

Type of Business: The Debtor provides telecommunication services.
                  See http://www.phonesforall.com/

Chapter 11 Petition Date: December 14, 2006

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Barry Casey, Esq.
                  Preferred Carrier Services of Virginia, Inc.
                  14681 Midway Road, Suite 105
                  Addison, TX 75001
                  Tel: (972) 404-5436

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Preferred Carrier Services  $0 to $50,000      $1 Million to
of Virginia, Inc.                              $100 Million
Preferred Carrier Services  $100,000 to        $1 Million to
Inc.                        $1 Million         $100 Million
Phones For All, Inc.        $100,000 to        $1 Million to
                            $1 Million         to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Verizon Virginia               Trade debt              $3,853,601
Director - Contract
Performance & Administration
600 Hidden Ridge
HQEWMNOTICES
Irving, TX 75038

AT&T Local Wholesale Complete  Trade debt                $200,493
One AT&T Plaza, Ste. 2900
208 S. Akard Street
Dallas, TX 75202

Verizon Texas                  Trade debt                $117,686
Director - Contract
Performance & Administration
600 Hidden Ridge
HQEWMNOTICES
Irving, TX 75038

Verizon Indiana                Trade debt                 $89,138

Department of Treasury         Excise tax                 $55,000

AT&T Texas                     Trade debt                 $50,000

Verizon California             Trade debt                 $42,983

Office in the Park             Rent                       $36,432

Texas Universal Service Fund   State taxes                $35,772

Verizon Florida                Trade debt                 $30,502

Texas Comptroller of Public    State taxes                $29,200

Verizon New Jersey             Trade debt                 $29,020

Verizon South Carolina         Trade debt                 $20,771

Embarq North Carolina          Trade debt                 $20,000

Embarq Indiana                 Trade debt                 $15,000

Verizon Maryland               Trade debt                 $14,732

Verizon District of Columbia   Trade debt                 $13,775

AT&T Indiana                   Trade debt                 $11,441

Consumer Source Inc.           Advertising                $11,380

AT&T California                Trade debt                  $7,000


PRESIDENT CASINOS: Sells St. Louis Biz for $31.5 Mil. to Pinnacle
-----------------------------------------------------------------
President Casinos Inc. had completed the sale of the capital stock
of its St. Louis casino operations, President Riverboat Casino-
Missouri, Inc. to Pinnacle Entertainment, Inc. for approximately
$31.5 million in cash, subject to certain post-closing
adjustments.

President Riverboat Casino-Missouri was a wholly-owned subsidiary
of President Casinos, Inc.  The proceeds of the sale will be
placed in a distribution trust to be distributed in accordance
with the bankruptcy reorganization plan previously confirmed by
the court for President Riverboat Casino-Missouri, Inc.

Following the sale of its St. Louis operations, President Casinos'
remaining assets consist primarily of cash and certain pending
litigation claims.  President Casinos remains in bankruptcy
reorganization proceedings under Chapter 11 of the United States
Bankruptcy Code.  At this time, President Casinos, Inc. has not
determined whether it will liquidate or continue operations in
some form, or whether any assets will be available for
distribution to stockholders.

Headquartered in St. Louis, Missouri, President Casinos Inc.
(OTC:PREZQ.OB) -- http://www.presidentcasino.com/-- currently  
owns and operates a dockside gaming casino in St. Louis, Missouri
through its wholly owned subsidiary, President Missouri.  The
Debtor filed for chapter 11 protection on June 20, 2002 (Bankr.
S.D. Miss. Case No. 02-53055).  On July 11, 2002, substantially
all of Debtor's other operating subsidiaries filed for chapter 11
protection in the same Court.  The Honorable Judge Edward Gaines
ordered the transfer of President Casino's chapter 11 cases from
Mississippi to Missouri.  The case was reopened on Nov. 5, 2002
(Bankr. E.D. Mo. Case No. 02-53005).  Brian Wade Hockett, Esq., at
Hockett Thompson Coburn LLP, represents the Debtors in their
restructuring efforts.  David A. Warfield, Esq., at Blackwell
Sanders Peper Martin LLP, represents the Official Committee of
Unsecured Creditors.  Thomas  E. Patterson, Esq., and Ronn S.
Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and E.
Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone, Leyton
& Gershman, P.C., represent the Official Committee of Equity
Security Holders.


POWER INTEGRATIONS: Expects Shares to be Delisted From Nasdaq
-------------------------------------------------------------
Power Integrations has informed the Nasdaq Stock Market that it
did not meet the Nasdaq Listing and Hearing Review Council's
December 18 deadline for becoming current in the filing of its
annual and quarterly reports with the Securities and Exchange
Commission.

As a result, the company expects its shares to be delisted from
the Nasdaq Global Market as of the start of trading on Dec. 19.
The company's shares will be traded on the Pink Sheets under the
symbol POWI.PK.

"The restatement of our historical financial statements is
substantially complete," Power Integrations president and chief
executive officer Balu Balakrishnan said.  "We expect to complete
our SEC filings in the next few weeks, and we intend to apply for
re-listing on Nasdaq immediately upon issuing the filings,"

Power Integrations Inc. (Nasdaq: POWI) (Pink Sheets: POWI.PK) --
http://www.powerint.com/-- is a supplier of high-voltage analog  
integrated circuits used in power conversion.  The company's
EcoSmart(R) energy-efficiency technology reduces energy waste and
enables power supplies in a wide range of electronic products, in
both AC-DC and DC-DC applications.


RENATA RESORT: Judge Killian Confirms Plan of Reorganization
------------------------------------------------------------
The Honorable Lewis M. Killian Jr. of the U.S. Bankruptcy Court
for the Northern District of Florida confirmed Renata Resort LLC's
Amended Chapter 11 Plan of Reorganization on Nov. 28, 2006.

Judge Killian determined that the Amended Plan satisfies the
standards for confirmation under Section 1129(a) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
the Debtor told the Court that it intends to liquidate its assets,
wind up its affairs, and pay the allowed claims of legitimate
holders to the extent possible.

The Debtor amended its Plan after Partners Property Corporation
cancelled its purchase of two parcels of the Debtor's real
property in Bay County, Florida.  In the alternative, the Debtor
proposes to sell the two parcels of the Florida property and some
of its other assets to Renata KT, L.P.

                       Treatment of Claims

Under the Amended Plan, holders of General Unsecured Claims,
Unsecured Claims Arising from Rejected Executory Contracts or
Unexpired Leases, and Capital Contribution Claims by the Debtor's
members, will receive the full amount of their allowed claim.

Treatment of Sylvia Harrison's $6,360,000 claim will be determined
by the Bankruptcy Court and state court.

Equity Interest Holders will retain their existing equity
interests in the Debtor, but will receive no distributions under
the Plan on account of their interests until all Plan payments are
paid.

A full-text copy of the disclosure statement explaining the
Debtor's first amended plan of reorganization is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=060823213227

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restrucutring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


REUNION INDUSTRIES: Atlas Partners Orchestrates Real Estate Sale
----------------------------------------------------------------
Atlas Partners, LLC, acted as real estate advisor in the sale of
two industrial buildings located at 2233 and 2303 W. Mill Road in
Glendale, Wisconsin, owned by Reunion Industries, Inc.  Northland
Development Co. purchased the property for $1.17 million, or about
$15 per square foot, according to a report by James Lutz at CoStar
Realty Information, Inc.  2233 W. Mill is a 45,974-square-foot
industrial building with 5,600 square feet of office space.  2303
W. Mill totals 33,123 square feet with 3,946 square feet of office
space.  The buildings sit on a combined 1.7 acres of land.

Based in Chicago, Atlas Partners is a real estate consulting
company that helps address commercial real estate problems faced
by asset-based lenders, turnaround management consultants,
bankruptcy and workout attorneys and corporations with
restructuring needs.  

                    Exchange Offer in Progress

Reunion Industries, Inc. (AMEX:RUN) launched a tender offer in
November, offering to purchase all of its outstanding 13% Senior
Notes.  For each $1,000 principal amount of its 2003 Senior Notes
and for each $880 principal amount of its 2006 Senior Notes,
Reunion is offering $563.20 in cash plus warrants to purchase
92.78 shares of the Company's common stock.  The Exchange Offer
expires today, Dec. 22, 2006, unless extended.  Reunion obtained a
$25 million financing commitment on Dec. 6, which was a material
condition of the exchange offer.  The complete terms and
conditions of the tender offer and consent solicitation are
described in the Amended Offer to Purchase and Consent
Solicitation Statement dated November 22, 2006, copies of which
may be obtained from the Company by contacting John M. Froehlich
at (412) 281-2111.

                       Going Concern Doubt

Mahoney Cohen & Company, CPA, P.C., in New York, raised
substantial doubt about Reunion Industries' 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 loss from continuing
operations, and working capital and stockholders' equity
deficiencies.

                     About Reunion Industries

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. --  http://www.reunionindustries.com/-- owns and operates  
industrial manufacturing operations that design and manufacture
engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, grating and precision plastic
components.


REVLON INC: Prices $100 Million Rights Offering
-----------------------------------------------
Revlon, Inc., pursuant to its $100 million rights offering will
distribute, at no charge, one transferable subscription right for
each share of Class A and Class B common stock held by each
stockholder of record as of 5:00 p.m. New York City time, on
Dec. 11, 2006.

Each subscription right will enable rights holders to purchase
0.2308 of a share of Revlon's Class A common stock.  Fractional
shares of Class A common stock will not be issued.  The
subscription price for each share of Class A common stock is $1.05
per share.

In addition, the subscription rights include an over-subscription
privilege pursuant to which each rights holder that exercises its
basic subscription privilege in full may also subscribe for
additional shares at the same subscription price of $1.05 per
share, to the extent that other rights holders, other than
MacAndrews & Forbes, do not exercise their subscription rights in
full.  If a sufficient number of shares are not available to fully
satisfy the over-subscription privilege requests, the available
shares will be sold pro-rata among subscription rights holders who
exercised their over-subscription privilege, based on the number
of shares each subscription rights holder subscribed for under the
basic subscription privilege.

Approximately $50 million of the proceeds from the rights offering
are expected to be used to redeem approximately $50 million
principal amount of the 8-5/8% Senior Subordinated Notes due 2008
of Revlon Consumer Products Corporation, the company's wholly-
owned operating subsidiary, with the remainder expected to be used
to repay indebtedness outstanding under RCPC's $160 million multi-
currency revolving credit facility, without any permanent
reduction in that commitment, after paying fees and expenses
incurred in connection with the rights offering.

The subscription rights are expected to trade on the NYSE under
the symbol 'REV RT' beginning approximately Dec. 20, 2006 until
Jan. 18, 2007, the last business day prior to the scheduled
expiration date of the rights offering.

The company disclosed that MacAndrews & Forbes Holdings, Inc.,
Revlon's parent, and its affiliates, has agreed not to exercise
its basic subscription privilege.  Instead, pursuant to a Stock
Purchase Agreement between MacAndrews & Forbes and Revlon,
MacAndrews & Forbes has agreed to purchase, in a private placement
directly from Revlon, its pro rata share of the $100 million of
Class A common stock covered by the rights offering.

MacAndrews & Forbes has also agreed not to exercise its over-
subscription privilege in the rights offering, which will maximize
the shares available for purchase by other stockholders pursuant
to their over-subscription privilege.  However, if any shares
remain following the exercise of the basic subscription privilege
and the over-subscription privilege by other rights holders,
MacAndrews & Forbes will backstop $75 million of the rights
offering by purchasing, also in a private placement, the number of
remaining shares of Class A common stock offered but not purchased
by other rights holders.

             RCPC Amends $87 Million Line of Credit

The company also announced that RCPC has entered into a third
amendment to its existing $87 million 2004 Senior Unsecured Line
of Credit from MacAndrews & Forbes, which provides that, upon the
consummation of the rights offering, $50 million of the line of
credit will continue through Jan. 31, 2008 on substantially the
same terms.

Revlon Inc. -- http://www.revloninc.com/-- is worldwide a  
cosmetics, skin care, fragrance, and personal care products
company.  The Company's brands include Revlon(R), Almay(R), Vital
Radiance(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

                         *     *     *

At Sept. 30, 2006, Revlon Inc.'s balance sheet showed $925 million
in total assets and $2.150 billion in total liabilities, resulting
in a $1.225 billion stockholders' deficit.


RIM SEMICONDUCTOR: Inks Master ASIC Services Pact with eSilicon
---------------------------------------------------------------
Rim Semiconductor Company entered, on Dec. 12, 2006, into a three-
year Master ASIC Services Agreement with eSilicon Corporation.

Under the terms of the MSA, eSilicon will provide physical design
and manufacturing services for the application-specific standard
product version of the company's Cupria(TM) Cu5001 transport
processor.  The MSA also contemplates possible additional products
and services to be provided to the company by eSilicon.

The company disclosed that it issued to eSilicon on the Effective
Date 3,736,991 shares of its restricted common stock for $395,000
of non-recurring engineering services to be provided by eSilicon
related to the ASSP version of the Cupria Cu5001.

Some or all of the Restricted Shares would be returned to the
company if it cancels the NRE Services, in whole or in part,
before all NRE Services have been performed.

In connection with the issuance of the Restricted Shares, the
company and eSilicon entered into a registration rights and
transfer restriction agreement, which granted eSilicon: (i)
piggyback registration rights; and (ii) demand registration rights
that may be exercised only if the company is eligible to file a
registration statement on Form S-3 for secondary offerings.

In addition, eSilicon has agreed that, for 18 months after the
Effective Date, it will not sell more than one-third of the
Restricted Shares in any 90-day period without the company's
consent, subject to certain exceptions.

Headquartered in Portland, Oregon, Rim Semiconductor Company fka
New Visual Corporation (OTCBB: RSMI) -- http://www.rimsemi.com/--  
is an emerging fabless communications semiconductor company.  It
has made available an advanced technology that allows data to be
transmitted at greater speed and across extended distances over
existing copper wire.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Rim
Semiconductor's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Oct. 31, 2005, and 2004.  The auditing firm pointed to the
Company's $3,145,391 working capital deficiency at Oct. 31, 2005.
The Company's October 31 balance sheet showed strained liquidity
with $407,512 in current assets available to pay $3,552,903 of
current liabilities.


ROGER BENCKE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Roger E. Bencke
        23 Myrtle St.
        Redwood City, CA 94062

Bankruptcy Case No.: 06-31151

Chapter 11 Petition Date: December 5, 2006

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: James F. Beiden, Esq.
                  Law Offices of James F. Beiden
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  Fax: (650) 697-1101

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have its unsecured creditors who are not
insiders.


QUEBECOR WORLD: Closes Private Offering of $400-Mil. Senior Notes
-----------------------------------------------------------------
Quebecor World Inc. closed its private offering of $400 million
aggregate principal amount of 9-3/4% Senior Notes due Jan. 15,
2015, which were sold at par.  The new Senior Notes were issued by
Quebecor World Inc. and were unconditionally guaranteed on a
senior unsecured basis by certain of its wholly owned
subsidiaries, namely Quebecor World (USA) Inc., Quebecor World
Capital LLC and Quebecor World Capital ULC.

The net proceeds from the sale of the Senior Notes amount to
approximately $393 million and will be used to reduce
indebtedness, including to repurchase up to $125 million of debt
securities of Quebecor World Capital Corporation, a wholly owned
subsidiary of the company, namely 8.54% senior notes due 2015,
8.69% senior notes due 2020, 8.42% senior notes due 2010 and 8.52%
senior notes due 2012 under the cash tender offers commenced by
Quebecor World (USA) Inc. on Nov. 30, 2006, to repay in full
$150 million in 7.25% senior debentures of Quebecor World Capital
Corporation due in January 2007 and to repay borrowings under the
Company's revolving credit facility.  The balance of the proceeds,
if any, will be used for general corporate purposes.

The offering was made on a private placement basis to qualified
institutional buyers in the United States in reliance upon Rule
144A under the U.S. Securities Act of 1933, as amended.  The new
Senior Notes have not been, and will not be, registered under the
U.S. Securities Act of 1933 or any state securities laws, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

In Canada, the offering of new Senior Notes was made on a
prospectus exempt basis under applicable Canadian securities laws
and, accordingly, any re-sale of the Senior Notes in Canada will
be made on a basis which is exempt from the prospectus and dealer
registration requirements of such securities laws.

Headquartered in Montreal, Canada, Quebecor World Inc.
(TSX: IQW)(NYSE: IQW) -- http://www.quebecorworld.com/-- provides  
print solutions to publishers, retailers, catalogers and other
businesses with marketing and advertising activities.  Quebecor
World has approximately 32,000 employees working in more than 140
printing and related facilities in the United States, Canada,
Argentina, Austria, Belgium, Brazil, Chile, Colombia, Finland,
France, India, Mexico, Peru, Spain, Sweden, Switzerland and the
United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's Investors Service assigned a B2 senior unsecured rating to
the pending $400 million Senior Notes issue due 2015 of Quebecor
World Inc., while the family Probability of Default rating remains
B2 and the Loss Given Default of the new issue has been assigned
as LGD4, 50%. The outlook for the rating is negative.


SAINT VINCENTS: Agrees on Timetable for Filing Monthly Reports
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and the U.S. Trustee for the Southern District of New
York stipulate that the Debtors' monthly operating report for:

    -- December 2006, will be filed on or before Feb. 15, 2007;
       and

    -- January 2007, will be filed on or before March 15, 2007.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Settles OMIG'S Medicaid Overpayment Claims
----------------------------------------------------------
The New York State Office of the Medicaid Inspector General is the
office of the New York State Department of Health responsible for,
among others, recovering overpayments due the Medical Assistance
for Needy Persons program.

Each of Saint Vincent Catholic Medical Centers' hospitals renders
services to Medicaid recipients and participates in the Medicaid
program under provider numbers:

                                               Medicaid
                                               Provider
   Hospital                                    Number
   --------                                    --------
   Mary Immaculate Hospital, Queens            00243861
   St. John's Queens Hospital                  00244124
   St. Vincent's Hospital Manhattan            00243229
   St. Vincent's Hospital, Staten Island       00248820
   St. Joseph's Hospital Division of CMC       00498531
   St. Mary's Hospital of Brooklyn             00729373
   Bayley Seton Hospital                       00652328

OMIG and the Department conducted several reviews and audits of
Medicaid payments made to SVCMC and found Medicaid overpayments
totaling $2,733,157.

Pursuant to separate Court-approved asset purchase agreements,
SVCMC will sell Mary Immaculate and St. John's to Caritas Health
Care Planning, Inc., and SV Staten Island to Castleton Acquisition
Corporation.

In this light, the parties stipulate that:

   (1) among OMIG, SVCMC and Caritas:

       * SVCMC will be primarily liable and Caritas will have
         successor liability for all Medicaid overpayments made  
         under the Mary Immaculate Provider Number and the St.  
         John's Provider Number prior to the Caritas closing
         date -- the Queens Pre-Closing overpayments; and

       * OMIG will give SVCMC the opportunity to settle any
         subsequently determined Queens Pre-Closing overpayments
         and develop a repayment plan with OMIG in accordance  
         with applicable laws in the ordinary course.  OMIG will
         notify Caritas of the opportunity given to SVCMC.  If
         SVCMC fails to comply with any repayment plan, OMIG will
         seek to recover any overpayment by withholding its full
         amount from Medicaid payments due SVCMC under the SV  
         Manhattan Provider Number and from Medicaid payments due
         any successor in interest to SVCMC.  OMIG will not seek
         to recover from Caritas any Queens Pre-Closing
         overpayments unless OMIG notifies SVCMC of any default
         that is not cured immediately.  If OMIG is unable to
         recover from SVCMC or a Successor the full amount of any
         Queens Pre-Closing overpayments, then OMIG will notify
         Caritas of the remaining amount owed and afford Caritas
         The opportunity to request a repayment plan before
         commencing recoupment of the remaining overpayment from
         Medicaid payments being made to Caritas for periods
         after the Caritas Closing Date;

   (2) among OMIG, SVCMC and Castleton:

       * SVCMC will be primarily liable and Castleton will have
         successor liability for any Medicaid overpayments made
         under the SV Staten Island Provider Number prior to the
         Castleton closing date -- Staten Island Pre-Closing  
         overpayments; and

       * OMIG will give SVCMC the opportunity to settle any
         subsequently determined Staten Island Pre-Closing
         overpayments and develop a repayment plan with OMIG.
         OMIG will notify Castleton of the opportunity given to
         SVCMC.  If SVCMC fails to comply with any repayment
         plan, OMIG will have the right to recover overpayments
         by withholding its full amount from Medicaid payments
         due SVCMC under the SV Manhattan Provider Number and
         from Medicaid payments due any Successor.  OMIG will not
         seek to recover from Castleton any Staten Island
         Pre-Closing overpayments until OMIG has notified SVCMC
         of any default, which is not cured immediately.  If OMIG
         is unable to recover from SVCMC or a Successor the full
         amount of any Staten Island Pre-Closing overpayments,
         then OMIG agrees to notify Castleton of the remaining
         amount owed and will afford Castleton the opportunity to
         request a repayment plan before commencing recoupment of
         the remaining overpayment from Medicaid payments being
         made to Castleton for periods after the Castleton
         Closing Date;

   (3) between OMIG and SVCMC, SVCMC will be liable for all
       Medicaid overpayments made to SVCMC for its other
       hospitals with liabilities.  The parties agree that if
       SVCMC or fails to comply with any repayment plan, OMIG
       will seek to recover the overpayment by withholding its
       full amount from Medicaid payments due SVCMC under the
       SV Manhattan Provider Number and from Medicaid payments
       due any Successor;

   (4) the provisions concerning the successor liability of,
       among others, Caritas and Castleton constitute the only
       modification to the Medicaid program's usual policies and
       procedures on successor liability;

   (5) between OMIG and SVCMC, the amount of overpayments to be
       paid by SVCMC to settle the audit findings will be
       $2,186,525, which payment will be made by having OMIG
       withhold, on a lump sum basis, the full amount from
       Medicaid payments due SV Manhattan under the SV Manhattan
       Provider Number; and

   (6) SVCMC, Caritas, and Castleton waive any right to
       administrative and judicial review of the determinations  
       in all of the audits.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SANKATY HIGH: Fitch Holds Rating on $22-Mil. Class E Notes at B
---------------------------------------------------------------
Fitch affirms seven classes of notes issued by Sankaty High Yield
Partners II, L.P.  These affirmations are the result of Fitch's
review process and are effective immediately:

   -- $347,000,000 class A-1 first senior secured notes affirmed
      at 'AAA';

   -- $194,011,897.98 senior secured revolving credit facility
      affirmed at 'AAA';

   -- $75,000,000 class A-2 second senior secured notes affirmed
      at 'AA';

   -- $57,000,000 class B third senior secured notes affirmed at
      'A';

   -- $77,000,000 class C senior subordinated notes affirmed at
      'BBB';

   -- $37,500,000 class D subordinated secured notes affirmed at
      'BB'; and,

   -- $22,500,000 class E junior subordinated secured affirmed at
      notes 'B'.

Sankaty High Yield Partners II, L.P. is structured as a market
value collateralized debt obligation that invests the proceeds of
its note issuance in a diverse portfolio of bank loans, high yield
securities, mezzanine investments and structured products. Founded
in 1998, Sankaty Advisors, LLC is the fixed income affiliate of
Bain Capital Inc.

The ratings are based upon the asset pool, the advance rates
applicable to those assets and the credit enhancement provided to
the various rated classes of debt through subordination and
unrated equity capital.  The ratings are also derived from Fitch's
assessment of the experience and capability of Sankaty Advisors,
LLC, as Investment Manager.

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


SEW CAL: Posts $1.3 Million Net Loss in Fiscal Year Ended Aug. 31
-----------------------------------------------------------------
Sew Cal Logo Inc. reported a $1.3 million net loss on
$2.27 million of revenues for the year ended Aug. 31, 2006,
compared with a $105,366 net loss on revenues of $2.32 million for
the prior fiscal year.  

The net decrease in revenues is primarily due to loss of private
label business as the market for headwear manufacturing continued
moving to Chinese imports.

The increase in net loss is primarily due to lower recorded gross
profits of $183,694 in fiscal 2006, compared with $423,975 in
fiscal 2005, and the $930,899 increase in expenses.

The increase in expenses is attributed to the $332,128 increase in
general and administrative expenses, the $128,604 increase in
officer and administrative compensation, the $88,397 increase in
depreciation, and the $48,887 increase in interest expense.  In
addition, the company incurred consulting, legal and accounting
expenses of $167,883 and rent expense of $165,000 in fiscal 2006,
absent in fiscal 2005.

At Aug. 31, 2006, the company's balance sheet showed $1.7 million
in total assets and $2.8 million in total liabilities, resulting
in a $1.2 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Aug. 31, 2006, are available for
free at http://researcharchives.com/t/s?1775

Based in Los Angeles, Calif., Sew Cal Logo Inc. (OTCBB: SEWCE.OB)
-- http://www.sewcal.com/-- produces custom embroidered hats,  
sportswear and related corporate identification apparel.  
Clientele includes Fortune 500 companies, major motion picture and
television studios, as well as numerous local schools, shops and
small businesses.

                           *     *     *

At Aug. 31, 2006, the company had a total stockholders' deficit of
$1,162,568.


SERVICE WEB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Service Web Offset Corporation
        2500 South Dearborn Street
        Chicago, IL 60616
        Tel: (312) 567-7000

Bankruptcy Case No.: 06-16700

Type of Business: The Debtor is a commercial web printing company.
                  See http://www.swoc.com/

Chapter 11 Petition Date: December 18, 2006

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Daniel A. Zazove, Esq.
                  Perkins Coie LLP
                  131 S. Dearborn, Suite 1700
                  Chicago, IL 60603
                  Tel: (312) 324-8605
                  Fax: (312) 324-9400

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
   ------                     ---------------       ------------
Case Paper Company, Inc.      Trade debt              $1,264,391
900 West 45th Street
Chicago, IL 60609

Aflots, Inc.                  Trade debt                $333,449
437 South Dunton Avenue
Arlington Heights, IL 60005

Bradner Smith & Company       Trade debt                $280,094
2300 Arthur Avenue
Elk Grove Village, IL 60007

Paper Recovery                Loan                      $258,717
615 Northwest Avenue
Northlake, IL 60164

XPEDX                         Trade debt                $141,186

Pitman Company                Trade debt                $140,655

Spectra Color Corporation     Trade debt                $136,667

Norkol, Inc.                  Trade debt                $125,360

Lindenmeyr Munroe             Trade debt                $119,750

Mc Grann Paper Corporation    Trade debt                 $99,696

Finishing Plus, Inc.          Trade debt                 $93,208

Midland Paper Company         Trade debt                 $92,244

Centennial Bindery            Trade debt                 $51,578

Raffin Construction Company   Trade debt                 $51,000

United Bindery Services Inc.  Trade debt                 $47,743

Comet Express, Inc.           Trade debt                 $44,660

Bowater, Inc.                 Trade debt                 $38,689

Calmark, Inc.                 Trade debt                 $37,329

Uniform Graining Corporation  Trade debt                 $37,258

Strategic Marketing &         Trade debt                 $35,843
Mailing


SIERRA INTERNET: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sierra Internet Services, LLC
        3514 East Tropicana, Suite 7
        Las Vegas, NV 89121

Bankruptcy Case No.: 06-13951

Type of Business: The Debtor provides internet services.
                  See http://www.sierranv.net/

Chapter 11 Petition Date: December 18, 2006

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Nancy L. Allf, Esq.
                  Parsons Behle & Latimer
                  411 E. Bonneville, Suite 100
                  Las Vegas, NV 89101
                  Tel: (702) 599-6000
                  Fax: (702) 599-6021

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

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Airman, LLC                                           $1,200,000
c/o Shawn W. Miller
228 S. Fourth Street
First Floor
Las Vegas, NV 89101

Estate of James A. Nelson     All tangible and          $215,000
c/o Nancy L. Allf, Esq.       intangible assets
411 E. Bonneville, Ste. 100
Las Vegas, NV 89101

XO Communications                                        $23,502
8851 Sandy Parkway
Sandy, UT 84070

XO Communications                                         $5,678
8851 S. Sandy Parkway
Sandy, UT 84070

PC Helpline Computer                                      $4,455
Support Inc.
Whittier Technology Center
Unit 2073375
Whittier Ave.
Victoria, BC

American Accounts and                                     $3,355
Advisors
3904 Cedarvale Drive
Saint Paul, MN 55122

Century/Tel                   Phone service               $3,002
P.O. Box 6001
Marion, LA 71260

Proxyconn Inc.                                            $2,280
4685 MacArthur Court
Suite 400
Newport Beach, CA 92660

Minnesota Unemployment        Unemployment insurance      $2,905
Insurance
P.O. box 64621
Saint Paul, MN 55164

CP Telecom                    Telephone Service           $2,349
P.O. Box 307
Duluth, MN 55801

Amery Telcom                                              $2,300
120 Birch Street
Amery, WI 54001

Infinity Access Net                                       $2,069
9751 Hamilton Road
Eden Prairie, MN 55344

BPSI Internet                                               $729
2402 University Ave. West,
Suite 700
Saint Paul, MN 55114


SKYEPHARMA PLC: Disclosed Total Voting Rights at December 18
------------------------------------------------------------
SkyePharma PLC, in conformity with the Transparency Directive's
transitional provision 6, reported that, at Dec. 18, 2006, its
issued share capital consists of 753,764,146 Ordinary Shares with
voting rights and no shares are held in treasury.

The company disclosed that the total number of voting rights is
753,764,146, which figure may be used by shareholders as the
denominator for the calculations to determine if they are required
to notify their interest in, or a change in their interest in,
SkyePharma under the FSA's Disclosure and Transparency Rules.

                         About the FSA

The Financial Services Authority is an independent non-
governmental body in the U.K., given statutory powers by the
Financial Services and Markets Act 2000.  The company is limited
by guarantee and financed by the financial services industry.  The
Treasury appoints the FSA Board.

                      About SkyePharma PLC

Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP)
-- http://www.skyepharma.com/-- develops pharmaceutical products  
benefiting from world-leading drug delivery technologies that
provide easier-to-use and more effective drug formulations.  There
are now 12 approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled, and
topical delivery supported by advanced solubilisation
capabilities.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
PricewaterhouseCoopers LLP in London raised substantial doubt
about Skyepharma PLC's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the uncertainty
as to when Skyepharma's certain strategic initiatives may be
concluded and their effect on the company's working capital
requirements.


SMART PAPERS: Wins Court Approval of Business Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved and confirmed SMART Papers LLC's business reorganization
plan, paving the way for emergence from Chapter 11 upon the
company's sale to an affiliate of Plainfield Asset Management LLC,
a Greenwich, Connecticut-based investment advisor.

The SMART Papers Plan of Reorganization was approved by the court
on Dec. 19, 2006, in Wilmington, Delaware.  The plan was accepted
by an overwhelming majority of voting creditors.  It is also
supported by SMART Papers' secured lender, its unsecured creditors
committee, Memphis-based International Paper Co. and many other
important creditor groups.

"We're very pleased with the court's decision," said SMART Papers
CEO and President Tim Needham.  "SMART Papers has benefited from
the loyalty of its customers and vendors as well as the hard work
and dedication of its employees.  We look forward to
reinvigorating and expanding our longtime customer relationships,
to launching new and innovative products and to achieving
significant growth through 2007 and beyond."

Needham expressed appreciation to SMART Papers' creditors and to
Plainfield Asset Management for their support in reaching this
milestone.  Needham said SMART Papers is expected to emerge from
Chapter 11 in the next few days under new ownership, with a strong
balance sheet, an intact management team and a solid operating
platform.

                     About SMART Papers

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, --
http://www.smartpapers.com/-- is an independent manufacturer and   
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.   The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr.
D.Del.Case No. 06-10269).  Ian S. Fredericks, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
unknown estimated assets and $10 million to $50 million estimated
debts.


TANK SPORTS: Appoints Dealer Services as Dealer Funding Source
--------------------------------------------------------------
Tank Sports disclosed the appointment of Dealer Services
Corporation as a primary funding source for dealers who wish to
finance their inventory.

"This creates a huge opportunity for our dealers to expand their
inventory without depleting their normal financial resources,"
Mike Turber, National Sales Manager and Marketing Director, said.

The company also disclosed that by signing up the agreement and
being approved by DSC, TANK dealers can take up to 365 days to
floor their inventory with an area of flexible payment options not
otherwise available through other financing means.

Mr. Turber further stated, "By forming this strategic partnership
with DSC, we are showing our customers we are interested in
developing a long term growth strategy to help them build their
business."

               About Dealer Services Corporation

Located in Carmel, Ind., Dealer Services Corporation is an
inventory finance company with over 60 full service locations
providing national coverage.  Led by industry pioneer John Fuller,
DSC provides flexible and cost effective inventory financing
solutions to dealership operations in the areas of Salvage,
Automotive, Rental, RTO (Rent To Own), Powersports and
Recreational Marine.  Currently, DSC has contract relationships
with over 7,000 dealers nationwide.

                       About Tank Sports

Headquartered in El Monte, California, Tank Sports, Inc.,
(OTCBB:TNSP) -- http://www.tank-sports.com/-- develops,  
engineers, and markets high-performance on-road motorcycles &
scooters, off-road all-terrain vehicles (ATVs), dirt bikes and Go
Karts through OEMs in China.  The company's motorcycles and ATVs
products are manufactured in China and Mexico.

                        Going Concern Doubt

Kabani & Company, Inc. in Los Angeles, California, raised
substantial doubt about Tank Sports, Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Feb. 28, 2006.  The auditor pointed to the
company's net loss and accumulated deficit.


TIER TECHNOLOGIES: Posts $9.5 Million Net Loss in Fiscal 2006
-------------------------------------------------------------
Tier Technologies Inc. reported the results for its fiscal fourth
quarter and year ended Sept. 30, 2006.

Revenues for the fiscal 2006 fourth quarter were $35.1 million, an
increase of 3% as compared to $34.1 million in the fiscal 2005
fourth quarter.  

Revenues for the full fiscal year 2006 were $168.7 million,
representing 12% growth as compared to $150.6 million for fiscal
year 2005.

The company reported a $9.5 million net loss for fiscal 2006,
compared to a $1.1 million net income in fiscal 2005.

Items impacting the fiscal year 2006 net loss include $8.4 million
of costs associated with Tier's financial restatements, of which
$1.4 million was related to the reconciliation of certain accounts
for one of Tier's payment processing centers, $700,000 of
additional accrued forward losses recognized on two contracts, and
$900,000 of severance expenses associated with a former CEO.
Additionally, Tier recognized $2 million of stock-based
compensation expenses for the first time in fiscal 2006 related to
the implementation of SFAS 123R, including $200,000 of expenses
associated with the acceleration of options relating to the
separation of a former CEO.

"Tier's fiscal year 2006 top line growth was highlighted by a 39%
growth rate in our Electronic Payment Processing segment," said
Ronald L. Rossetti, Chairman and Chief Executive Officer of Tier.
"We are pleased with the significant strides Tier has made over
the past year including strengthening our leadership team, and
essentially completing the restatement of our historical financial
results.  We are committed to creating long-term, sustainable
company value for shareholders, and anticipate growing Tier
profitably by leveraging our transaction processing strengths into
new business opportunities."

As of Sept. 30, 2006, Tier has $55.4 million in cash and cash
equivalents, and investments in marketable securities, and $12.3
million in restricted investments.  Tier has no short-term or
long-term debt.

At Sept. 30, the company's balance sheet showed $169.5 million in
total assets, $35.3 million in total liabilities, and $134.2
million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1774  

                          Segment Revenues

Electronic Payment Processing (EPP) segment revenues for the
fiscal year 2006 fourth quarter were $14 million, an increase of
29% as compared to $10.9 million in the fiscal 2005 fourth
quarter.  EPP segment revenues for the full fiscal year 2006 were
$78.4 million, an increase of 39% over $56.5 million in 2005, and
represented 46% of Tier's total fiscal year 2006 revenues.

Fiscal 2006 EPP revenue improvement was driven by an increase in
the total number of transactions processed under new and pre-
existing contracts as compared to fiscal 2005.

Government Business Process Outsourcing segment revenues were
$11 million in the fiscal year 2006 fourth quarter, a decrease of
9% as compared to $12.1 million in the fiscal 2005 fourth quarter.  
For fiscal year 2006, GBPO revenues decreased 1% to $45.5 million
from $45.8 million in fiscal 2005.  GBPO revenues represented 27%
of Tier's total fiscal year 2006 revenues.

Factors impacting fiscal 2006 GBPO revenues were $7.8 million of
decreased revenues due to the expiration of several contracts in
fiscal 2006 and the second half of fiscal 2005, partially offset
by $7.5 million of additional revenues from a five-year contract
for child support processing services that commenced in the second
quarter of fiscal year 2005.

Packaged Software and Systems Integration segment revenues
declined 9% in the fiscal year 2006 fourth quarter to
$10.1 million from $11.1 million in the prior year.  For the full
fiscal year 2006, PSSI revenues decreased 7% to $44.8 million from
$48.4 million in fiscal year 2005.  PSSI revenues represented 27%
of Tier's total fiscal year 2006 revenues.

Fiscal 2006 PSSI revenue decline was primarily attributable to
$10.9 million of decreased revenues from contracts that were
completed, nearing completion or entering the maintenance phase of
the project during fiscal 2006, partially offset by $8.4 million
of revenues generated by new contracts entered into during fiscal
2006 and the latter part of fiscal 2005.

                      About Tier Technologies

Headquartered in Reston, Virginia, Tier Technologies Inc. --
http://www.tier.com/-- provides information technology solutions  
and, through its Official Payments Corp. --
http://www.officialpayments.com/-- subsidiary, delivers payment  
processing solutions for a wide range of markets.  

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2006,
Goldman Scarlato & Karon PC, filed in the U.S. District Court
for the Eastern District of Virginia, on behalf of persons who
purchased or otherwise acquired publicly traded securities of Tier
Technologies Inc. between Nov. 29, 2001 and Oct. 25, 2006,
inclusive.  The lawsuit was filed against Tier and certain
officers and directors.

The complaint alleges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder.  Specifically, the complaint alleges that
Tier issued a series of false and misleading financial statements
by overstating company earnings and underreporting company losses.


TITAL GLOBAL:  Aug. 31 Balance Sheet Upside-Down by $8.3 Million
----------------------------------------------------------------
Titan Global Holdings Inc. filed its financial statements for the
year ended Aug. 31, 2006, with the Securities and Exchange
Commission on Dec. 14, 2006.

At Aug. 31, 2006, the company's balance sheet showed $52 million
in total assets and $60.3 million in total liabilities, resulting
in an $8.3 million total stockholders' deficit.

The company's balance sheet at Aug. 31, 2006, also showed strained
liquidity with $19.7 million in total current assets available to
pay $51.2 million in total current liabilities.

The company reported a $5.4 million net loss for the year ended
Aug. 31, 2006, compared with a $4.4 million net loss in fiscal
2005.

Revenues for the fiscal year ended Aug. 31, 2006 were $109
million, representing a 382% increase over the previous fiscal
year revenues of $22.8 million.

The company also reported $7.9 million in earnings before
interest, taxes, depreciation and amortization, versus an EBITDA
loss of $2.1 million the previous year.

The increase in sales is primarily due to the sales achieved in
the company's communications division which the company acquired
in August 2005 combined with an increase in sales in its
electronics and homeland security division.  The increase in sales
in the electronics and homeland security division is primarily
attributable to continued growth and market penetration in the
production of quick-turn and prototype printed circuit boards.

The increase in net loss is primarily due to the $3.4 million
increase in interest expense due to increased indebtedness related
to the acquisition of the communications division, and the
$695,000 loss on extinguishment of debt incurred in fiscal 2006,
versus a $1.4 million gain on extinguishment of debt recorded in
fiscal 2005.

An amendment to the loan agreements on Aug. 12, 2005 between the
company and Laurus resulted, in part, in the cancellation of
warrants outstanding to Laurus for the purchase of an aggregate of
3,500,000 shares of common stock and the issuance to Laurus of
2,500,000 shares of common stock.  As a result, the restructured
debt was recorded at fair value and the company recorded a debt
extinguishment gain of $1.4 million in fiscal 2005.  

On Dec. 30, 2005, the company and Farwell entered into an
agreement to issue shares of common Stock in cancellation of a
note with a balance of $592,000.  Pursuant to the agreement, the
company issued to Farwell 9,253,414 shares of common stock at a
conversion price of $0.0639 per share when the market price was
$0.139 per share.  This transaction resulted in the company
recording a debt extinguishment loss of $695,000 in fiscal 2006
for the difference between the market price and the conversion
price.

Full-text copies of the company's consolidated financial
statements for the year ended Aug. 31, 2006, are available for
free at http://researcharchives.com/t/s?176c

                         About Titan Global

Headquartered in Salt Lake City, Utah, Titan Global Holdings Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- operates  
through three divisions: Oblio Telecom Inc., Titan PCB East Inc.,
and Titan PCB West Inc.  Oblio is engaged in the creation,
marketing, and distribution of prepaid telephone products for the
wire line and wireless markets and other related activities.
Titan PCB is a printed circuit board manufacturer providing
competitively priced time-sensitive, quality products to the
commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.

                           *     *     *

At Aug. 31,2006, the company's total stockholders' deficit stood
at $8.3 million, compared to a total stockholders' deficit of
$7.6 million at May 31, 2006.


TOWER AUTOMOTIVE: Files $250 Million Restructuring Term Sheet
-------------------------------------------------------------
Tower Automotive Inc. filed a commitment letter and restructuring
term sheet with the U.S. Bankruptcy Court for the Southern
District of New York.  Three significant bondholders have agreed
to underwrite a $250 million equity rights offering that will form
the basis of a reorganization plan and Tower's emergence from
bankruptcy.

Funds managed by Strategic Value Partners, LLC, Wayzata Investment
Partners LLC and Stark Investments, who collectively own in excess
of $225 million of unsecured claims against Tower, have agreed to
backstop a rights offering to eligible accredited unsecured
creditors and purchase their respective pro rata shares in the
rights offering, subject to the terms and conditions outlined in
the commitment letter.  The commitment is subject to Bankruptcy
Court approval, as well as various conditions precedent and
deadlines outlined in the restructuring term sheet.

Under the term sheet, the senior secured debt would be refinanced
and paid in full and all allowed administrative and priority
claims would be paid in full.  Unsecured creditors as a group
would be entitled to certain cash and warrants, with eligible
unsecured creditors being able to participate in the rights
offering.

In connection with the restructuring term sheet, Tower Automotive
and the prospective investors are continuing discussions with
Tower's Debtor-in-Possession lenders on a plan for the maturity of
the current DIP facility, which expires on Feb. 2, 2007.

"This commitment letter with its significant equity investment
from our bondholders represents a major step toward completing our
reorganization plan.  We are proud to have been able to attract
this significant capital infusion to our company and to the
automotive supply industry," said Kathleen Ligocki, President and
Chief Executive Officer.

During the bankruptcy process, Tower has undertaken a dramatic
transformation of its North American operations, closing almost
half its U.S. plants, driving significant manufacturing
productivity improvements, successfully negotiating settlements
with all ten U.S.-based labor unions and winning over $170 million
of new business awards.  "As challenging as this journey has been,
the restructuring process has allowed us to accelerate
improvements needed to emerge a much healthier, leaner and
stronger company," Ms. Ligocki said.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


USEC INC: Board Appoints Joseph Doyle as New Director
-----------------------------------------------------
The board of directors of USEC Inc. increased the number of
directors from eight to nine and elected Joseph T. Doyle as a new
director.  Mr. Doyle will serve on the company's Audit, Finance
and Corporate Responsibility Committee.

Mr. Doyle has more than 35 years of business experience focused on
finance and accounting, including service as the chief financial
officer or in senior financial positions in three other businesses
in the nuclear industry: Westinghouse Electric Company, General
Dynamics Corporation and Foster Wheeler, Inc.  He also previously
served as chief financial officer of U.S. Office Products and
Allison Engine Company.  He spent the first 17 years of his career
with the accounting firm of Peat, Marwick, Mitchell & Co. (now
KPMG) where he was a partner for 8 years and the partner in charge
of the audit practice in the firm's Pittsburgh, Pa. office.  He
currently serves on the board of directors for several companies
in which he holds investments, as well as several not-for-profit
organizations.

For his services on the Board, Mr. Doyle will receive the
company's standard compensation for non-employee directors.

"We are delighted to add Joe's extensive experience and financial
expertise to our board," James R. Mellor, chairman, said.

Bethesda, Maryland-based USEC Inc. (NYSE:USU) is a global energy
company that supplies enriched uranium fuel for commercial nuclear
power plants.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Moody's Investors Service in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors,
confirmed its B1 Corporate Family Rating for USEC Inc. and its B3
rating on the Company's $150 million issue of 6.75% senior
unsecured notes due 2009.  Moody's also assigned an LGD5 rating to
those loans, suggesting noteholders will experience a 75% loss in
the event of a default.


USG CORP: Makes Final $3.05 Billion Payment to Asbestos Trust
-------------------------------------------------------------
USG Corporation made the final payment to the United States Gypsum
Asbestos Personal Injury Settlement Trust.  The $3.05 billion
payment represents the final amounts due under the previously
announced settlement agreement and plan of reorganization that
enabled the company to emerge from its reorganization proceedings
on June 20, 2006.

Under terms of the company's bankruptcy plan of reorganization,
USG agreed to make three payments totaling $3.95 billion to a
trust that will compensate asbestos personal injury claimants.  
The first payment of $900 million was made on June 20, 2006.  The
company elected to combine into a single $3.05 billion payment the
second required installment, due 10 days following the adjournment
of the 109th Congress, and the third installment, due 180 days
following the second payment.  Accelerating the third payment
permits the company to maximize 2006 deductions necessary for a
$1.1 billion federal tax refund expected to be received in 2007.

"We achieved the goals we established when we filed for chapter 11
protection in 2001," said William C. Foote, USG chairman and CEO.  
"Our shareholders' interests were preserved, our creditors are
being paid in full with interest, asbestos personal injury claims
have been permanently resolved and USG's operations are stronger
than ever before."

"We are optimistic about USG's future and look forward to
continued success implementing our strategic plans, unencumbered
by asbestos liabilities," Mr. Foote continued.

The payment was funded using:

   * cash on hand,

   * proceeds from the $500 million senior note offering completed
     in November and

   * borrowings under the bank term loan and tax bridge term loan
     facilities established in August.

A federal tax refund of $1.1 billion will be used to repay
borrowing under the tax bridge term loan facility.

                   New Shareholder Rights Plan

USG has adopted a new shareholder rights plan with a 15% share
ownership trigger.  USG determined not to extend the term of the
existing reorganization rights plan with a 5% share ownership
trigger that it adopted in connection with the company's emergence
from reorganization proceedings.  As a result, the reorganization
rights plan will expire on Dec. 31, 2006.

The new plan will take effect upon expiration of the
reorganization rights plan.  Under the new plan, if any person
acquires beneficial ownership of 15% or more of USG's voting
stock, shareholders other than the 15% triggering shareholder will
have the right to purchase additional shares of USG common stock
at half their market price, thereby diluting the triggering
shareholder.  The new plan is similar to the rights plan that USG
had in effect from the 1980s through its emergence from
reorganization proceedings earlier this year.  Pursuant to USG's
prior agreement with Berkshire Hathaway Inc. as part of Berkshire
Hathaway's commitment to backstop the $1.8 billion rights offering
that USG completed in August, Berkshire Hathaway may acquire up to
40% of USG's shares through Aug. 1, 2013 without triggering the
rights.

The USG Board also adopted a Three-Year Independent Director
Evaluation policy with respect to the rights plan.  Under the TIDE
policy, a Board committee composed solely of independent directors
will review the rights plan at least once every three years to
determine whether to modify the plan in light of all relevant
factors.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to the proposed $500 million senior unsecured notes of USG Corp.,
due 2016.  The rating outlook is stable.


VALASSIS COMMS: Amending ADVO Merger Agreement and Settling Suit
----------------------------------------------------------------
Valassis Communications, Inc., and ADVO, Inc., disclosed that they
have amended the terms of their definitive merger agreement.  
Under the amended terms, Valassis will acquire all of the
outstanding common shares of ADVO stock for $33 per share in cash,
or an aggregate of approximately $1.2 billion, including
approximately $125 million in existing ADVO long-term debt which
Valassis expects to refinance.  As part of the agreement, the
companies have agreed to dismiss with prejudice their pending
litigation in the Court of Chancery for New Castle County,
Delaware.

Valassis' obligations under the amended merger agreement are not
conditioned upon obtaining financing, and there are no conditions
to close other than the approval of ADVO stockholders at a special
shareholders meeting.  The parties expect to close the transaction
during the first quarter of 2007.  In the event that the closing
of the transaction is delayed after February 28, 2007, for reasons
other than to obtain ADVO shareholder approval, Valassis will pay
ADVO stockholders interest on the $33 per share purchase price at
a rate of approximately 11 percent per annum, with the rate
increasing every month thereafter.

Valassis further reported that, as a result of the extensive
discovery proceedings in the litigation, including the continued
review of over one million documents produced by ADVO and the
depositions of over 30 ADVO witnesses, Valassis has determined
that the evidence will not support the conclusion that ADVO or any
of its directors, officers, agents or representatives engaged in
any fraud or other misconduct in connection with the parties'
entry into their original merger agreement.

"We are pleased to have reached this amended agreement with ADVO
and put the litigation behind us," said Alan F. Schultz, Chairman,
President and Chief Executive Officer of Valassis.  "As we have
maintained since the execution of the original agreement, we
believe in the strategic value of an ADVO and Valassis combination
and look forward to becoming a more diversified company with the
benefits it will bring."

S. Scott Harding, Chief Executive Officer of ADVO, said, "We are
glad to have reached an agreement with Valassis that allows us to
move forward with a merger that has always made tremendous sense.
We look forward to focusing our energy on creating value through
combining and growing our businesses."

The transaction will create the nation's largest integrated media
services provider. T he combination will feature the most
comprehensive product and customer offering in the industry
serving 20,000 advertisers worldwide, including 94 of the top 100
advertisers in the United States.  The combined company will be
positioned to capture growth across the expanded product and
service portfolio, delivering customized, targeted solutions on a
national, regional, zip code, sub-zip code and household basis.
ADVO's shared mail distribution business penetrates up to 114
million households, or 90% of U.S. homes, adding substantially to
Valassis' weekly newspaper distribution of over 60 million
households.  The combined company will have 7,900 employees with
operations in nine countries.


                            About ADVO

Based in Windsor, Conn., ADVO, Inc. -- http://www.ADVO.com/-- is   
a direct mail media company, with annual revenues of $1.4 billion.  
Serving 17,000 national, regional and local retailers, the company
reaches 114 million households, more than 90% of the nation's
homes, with its ShopWise(R) shared mail advertising.  ADVO employs
3,700 people at its 23 mail processing facilities, 33 sales
offices.

                           About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing    
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.  Valassis' products and
services portfolio includes: newspaper-delivered promotions and
advertisements such as inserts, sampling, polybags and on-page
advertisements; direct-to-door advertising and sampling; direct
mail; Internet-delivered marketing; loyalty marketing software;
coupon and promotion clearing; and promotion planning and analytic
services.  Valassis has been listed as one of FORTUNE magazine's
"Best Companies to Work For" for nine consecutive years.  Valassis
subsidiaries include Valassis Canada, Promotion Watch, Valassis
Relationship Marketing Systems, LLC and NCH Marketing Services,
Inc.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Moody's Investors Service downgraded Valassis Communications,
Inc.'s senior unsecured note ratings to Ba1 from Baa3.  Moody's
also assigned a Ba1 Corporate Family Rating, Ba1 Probability of
Default Rating, and LGD4 loss given default assessments to
Valassis' debt securities.  The ratings remain on review for
downgrade.


WASTE SERVICES: Issues 9.9MM of Common Shares to Kelso Affiliates
-----------------------------------------------------------------
Waste Services, Inc., completed the issuance of approximately
9.9 million shares of common stock at a price of $9.50 per share
to Westbury (Bermuda) Limited and affiliates of Kelso & Company
and Prides Capital, LLC and has exchanged and redeemed all of the
17.75% Series A Preferred Stock, all of which were owned by
affiliates of Kelso & Company.

The company also disclosed that Charlie McCarthy has been
appointed a director of the company for a term extending until
2009.  Mr. McCarthy is a co-founder of Prides Capital, LLC, a
Boston based investment management firm.  Prides Capital, LLC and
its affiliates currently own approximately 12.7% of the company's
outstanding shares.

David Sutherland-Yoest, chairman and chief executive officer,
stated "Proceeds from the Kelso preferred enabled us to acquire
the JED landfill, the cornerstone of our growing asset base in
Florida.  I am extremely excited to end 2006 with that preferred
stock no longer on our balance sheet and by the support of our
investors who made it possible.  With the continued growth in our
business, we believe that our 2007 financial results will be very
well received in the markets."

A Delaware corporation, Waste Services Inc. (NASDAQ: WSII)
-- http://www.wasteservicesinc.com/-- is a multi-regional,  
integrated solid waste services company, providing collection,
transfer, landfill disposal and recycling services for commercial,
industrial and residential customers in the United States and
Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. solid waste sector, confirmed its B3
Corporate Family Rating for Waste Services, Inc.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Standard & Poor's Ratings Services assigned its 'B' bank loan and
'1' recovery ratings to Waste Services Inc.'s proposed
$245 million senior secured tranche D term loan due 2011.


WEIGHT WATCHERS: Launches Self-Tender Offer for 8.3 Million Shares
------------------------------------------------------------------
Weight Watchers International, Inc., commenced a "modified Dutch
auction" self-tender offer for up to 8.3 million shares of its
common stock at a price per share not less than $47 and not
greater than $54.  The tender offer is expected to expire at 12:00
midnight, New York City time, on Jan. 18, 2007.

A "modified Dutch auction" self-tender offer allows shareholders
to indicate how many shares and at what price within the company's
specified range they wish to tender.  Based on the number of
shares tendered and the prices specified by the tendering
shareholders, the company will determine the lowest price per
share within the range that will enable it to purchase up to 8.3
million shares.  The company will not purchase shares below a
price stipulated by a shareholder, and in some cases, may actually
purchase shares at a price above a shareholder's indication under
the terms of the tender offer.  The company's directors and
executive officers and Artal Holdings Sp., its majority
shareholder, have advised the company that they do not intend to
tender any shares in the tender offer.

Prior to commencing the tender offer, the company also entered
into an agreement to purchase shares from Artal, which owns
approximately 55.2% of the company's outstanding shares of common
stock.  Under the terms of this agreement, Artal agreed to sell to
the company a number of shares of common stock so that Artal's
percentage ownership interest in the company's outstanding shares
of common stock after the tender offer and such purchase from
Artal will be substantially equal to its current level.  This
purchase will be at the same price per share as paid in the tender
offer.  The purchase is scheduled to occur 11 business days
following the expiration date of the tender offer.

The company anticipates paying for the shares purchased through
the tender offer and from Artal and related fees and expenses with
up to approximately $1.2 billion in new borrowings it is currently
negotiating.  A portion of these borrowings is also expected to be
used to refinance the indebtedness of its subsidiary,
WeightWatchers.com.  The company has obtained a commitment from
Credit Suisse to provide it with additional capacity under its
senior credit facility to finance the purchases and such
refinancing.  The tender offer is not conditioned upon the receipt
of financing or any minimum number of shares being tendered, but
is subject to other customary conditions.

Credit Suisse Securities (USA) LLC will serve as dealer manager,
Georgeson Inc. will serve as information agent and Computershare
Trust Company, N.A. will serve as the depositary for the tender
offer.

Shareholders and investors who have questions or need assistance
may call Georgeson Inc. at 866-785-7396 in the United States and
Canada, and 212-440-9800 for all other countries.

Headquartered in New York, U.S.A., Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--  
provides of weight management services, with a presence in 30
countries around the world.  The Company serves its customers
through Weight Watchers branded products and services, including
meetings conducted by Weight Watchers International and its
franchisees.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $103,269,000, compared to a deficit of
$80,651,000 at Dec. 31, 2005.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on Oct. 19,
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 services sector,
the rating agency confirmed its Ba1 Corporate Family Rating for
Weight Watchers International, Inc.


WEIGHT WATCHERS: Sept. 30 Balance Sheet Upside-Down by $103 Mil.
----------------------------------------------------------------
Weight Watchers International, Inc., has filed its financial
statements for the quarter ended Sept. 30, 2006, with the
Securities and Exchange Commission.

The company reported a $50,615,000 net income on $284,753,000 of
net revenues for the three months ended Sept. 30, 2006, versus a
$49,452,000 net income on $257,483,000 of net revenues for the
three months ended Oct. 1, 2005.

At Sept. 30, 2006, the company's balance sheet showed $935,098,000
in total assets and $1,038,367,000 in total liabilities, resulting
in a stockholders' deficit of $103,269,000.  At Dec. 31, 2005, the
company's stockholders' deficit was $80,651,000.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1777

Headquartered in New York, U.S.A., Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--  
provides of weight management services, with a presence in 30
countries around the world.  The Company serves its customers
through Weight Watchers branded products and services, including
meetings conducted by Weight Watchers International and its
franchisees.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on Oct. 19,
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 services sector,
the rating agency confirmed its Ba1 Corporate Family Rating for
Weight Watchers International, Inc.


WINN-DIXIE: Court Approves XL and Marsh USA Insurance Settlement
----------------------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida approved a settlement agreement among
Winn-Dixie Stores Inc. and its debtor-affiliates, XL Insurance
America, Inc., and Marsh USA Inc.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, recounted that in 2004, Winn-Dixie Stores
Inc. required commercial property insurance to guard against a
variety of perils that could harm and disrupt its business as a
major retail food chain, including hurricanes.  The Debtor
engaged Marsh to advise it regarding the procurement of property
insurance and to procure insurance meeting its needs.

In the spring of 2004, Winn-Dixie instructed Marsh to procure
commercial excess property insurance from XL as part of its
comprehensive, multiple-layer property insurance program.
Through Marsh, Winn-Dixie purchased from XL a commercial excess
property insurance policy (No. US0006556PR04A).

In 2004, four hurricanes caused significant windstorm and flood
damage to numerous facilities of the Debtors, including retail
stores and manufacturing facilities located in Alabama, Florida,
Georgia, Mississippi, South Carolina, North Carolina, Virginia,
and the Bahamas.

In a previous settlement of the Debtors' claims for insurance
coverage for losses incurred during the 2004 Hurricane Season,
all insurers whose policies were implicated by the 2004 hurricane
losses paid their shares of those losses, except for XL, which
declined coverage and refused to contribute.  The Court approved
the settlement on Nov. 17, 2005.

The Policy was in force at the time that Winn-Dixie suffered
losses from the 2004 Hurricane Season.  The Policy covers losses
in excess of $50,000,000.  Based upon Winn-Dixie's loss
assessments, no single hurricane resulted in losses in excess of
$50,000,000, but the aggregate sum of the losses from the four
hurricanes exceeded the amount.

Winn-Dixie tendered its hurricane claims to XL under the Policy,
which gave rise to a coverage dispute.  The Debtor contended that
XL must indemnify it for a portion of its losses because the
Policy permitted the annual aggregation of hurricane losses for
purposes of exhausting the underlying coverages.

XL, on the other hand, contended that it had no duty to indemnify
Winn-Dixie for any portion of the hurricane losses because the
Policy did not allow the annual aggregation of hurricane losses
and, thus, had not been triggered.

Winn-Dixie further contended that in the event it was determined
that the Debtor was not entitled to the coverage it was seeking
from XL under the Policy, then, alternatively, Marsh was liable
to the Debtor for its failure to properly procure the necessary
coverage.  Marsh contended that it was not liable to Winn-Dixie.

On Aug. 12, 2005, Winn-Dixie Stores commenced a suit against XL
in the U.S. District Court for the Northern District of Georgia.
Winn-Dixie added claims against Marsh by an Amended Complaint
filed on Dec. 21, 2005.

To avoid the uncertainty, cost and effort that further litigation
would entail, the parties entered into the Settlement Agreement.
The salient terms of the Settlement Agreement are:

    (a) XL and Marsh will collectively pay Winn-Dixie $7,000,000
        for hurricane losses it sustained during the 2004
        Hurricane Season;

   (b) In exchange for payment of the settlement sum, Winn-Dixie
       will release XL and Marsh from all claims, damages,
       losses, causes of action, costs and expenses that the
       Debtor could have asserted against them with respect to
       procurement of the Policy or indemnity under the Policy
       for losses sustained during the 2004 Hurricane Season and
       will promptly seek dismissal of the Action; and

   (c) XL and Marsh will not initiate or file any claim or action
       against Winn-Dixie, any of Winn-Dixie's insurers, or any
       other person or entity for payment or reimbursement of
       the settlement sum.  XL and Marsh will waive any rights of
       subrogation they may have under the Policy with respect to
       the matters covered by the Settlement Agreement.

Ms. Jackson asserted that the terms of the Settlement Agreement
are fair and equitable and in the best interests of the Debtors'
estates.  The Settlement allows Winn-Dixie to recover a
substantial sum, under terms favorable to it, and without the
need for further expenditure of unnecessary administrative
expenses, thereby preserving the resources of the estates.

Ms. Jackson explained that, if XL had participated in the 2005
Insurance Settlement, its payment to the Debtors would have been
about $6,200,000 -- less than the $7,000,000 that will be paid to
the Debtors if the current settlement with XL and Marsh is
approved.

In the Action, Ms. Jackson added, the Debtors have claimed
entitlement to damages totaling around $8,900,000 exclusive of
attorneys' fees and interest, based on what the Debtors contended
was the full value of their losses, rather than the compromise
valuation previously negotiated with and paid by the Debtors'
other insurers under the 2005 Insurance Settlement.

However, she noted, recovering that larger sum would be
contingent upon complete success on all contested liability and
damages issues.  In addition to disputing liability, XL also
disputed Winn-Dixie's valuation of their losses, contending that
if liability were established, the Debtors should be entitled to
recover no more than nearly $4,400,000.

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 STORES: Issues New Common Stock to Unsecured Creditors
-----------------------------------------------------------------
Winn-Dixie Stores, Inc. has made the initial distribution of its
new common stock to pre-petition unsecured creditors entitled to
receive the stock under Winn-Dixie's Plan of Reorganization.

Winn-Dixie emerged from bankruptcy on Nov. 21, 2006.  The new
common stock currently trades on the NASDAQ Global Market on a
when-issued basis under the symbol WINNV.  The Company expects the
stock to begin trading under the symbol "WINN" shortly.

Winn-Dixie has selected American Stock Transfer & Trust Company to
serve as the transfer agent for its new common stock.  American
Stock Transfer & Trust Company may be reached:

     American Stock Transfer & Trust Company
     Operations Center
     6201 15th Avenue
     Brooklyn, NY 11219
     Toll-free: (888) U-CALL-WD (888-822-5593)
     World Wide: (718) 921-8347

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.


WOODWIND & BRASSWIND: Hires Adelman Gettleman as Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Dennis Bamber Inc., dba The Woodwind & the Brasswind,
to employ Adelman, Gettleman, Ltd., as its bankruptcy counsel.

Adelman Gettleman will:

   a) provide the Debtor legal advice with respect to its powers,
      duties, rights and obligations as debtor-in-possession in
      the continued management of its property and affairs;

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c) assist the Debtor in the formulation, preparation,
      implementation and consummation of a reorganization plan and
      disclosure statement, if necessary or appropriate, and all
      related agreements or documents and take any actions
      necessary to achieve confirmation of the plan;

   d) examine and take all actions necessary to protect and
      preserve the Debtor's estate, including the prosecution of
      any litigation as may be necessary or appropriate on behalf
      of the Debtor's estate;

   e) prepare on behalf of the Debtor, including applications,
      motions, complaints, orders, reports and other legal papers
      as may be necessary; and

   f) perform all other legal services and provide any legal
      advice to the Debtor as is necessary.

The firm's professionals bill:

          Professional                   Hourly Rate
          ------------                   -----------
          Howard L. Adelman, Esq.           $395
          Chad H. Gettleman, Esq.           $395
          Henry B. Merens, Esq.             $395
          Brad A. Berish, Esq.              $365
          Mark A. Carter, Esq.              $365
          Adam P. Silverman, Esq.           $295
          Nathan Q. Rugg, Esq.              $245
          Stanley F. Orzula, Esq.           $215

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

Headquartered in 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.


* BOOK REVIEW: Wildcatters: A Story of Texans, Oil & Money
----------------------------------------------------------
Author:     Sally Helgesen
Publisher:  Beard Books
Paperback:  198 pages
List Price:  $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982161/internetbankrupt

Following three generations of Texas oilmen, Wildcatters covers
the history of this field of business that had its beginnings in
the late 1800s.  Oil exploration, drilling, and refinement in
Texas have always had the image as a rough-and-tumble business
attracting the adventurous and bold.  Few know much about this
field beyond its somewhat mythic, larger-than-life image.
     
Ms. Helgesen does not spoil the image.  If anything, her book
gives it support by her portrayals of a number of men, and a few
women relations of theirs, of the different generations.  

In those early days of the oil industry in the United States,
Texas was the "wild cutting edge of the industry."  In those days
before the big oil companies such as Rockefeller's Standard Oil
and later Exxon and Mobil had gained control of the business, it
was "open to any white man who could hustle up the money for a
rig, talk a farmer into leasing the mineral rights to his land,
and then maintain enough optimism or pigheadedness to drill up his
leasehold until he either found oil or convinced himself that he
had made a mistake."  

Ms. Helgesen's portrayal of the first generation of Texas oilmen
connotes their characteristic energy, enthusiasm, risk-taking, and
also their visions of success, which were the basis for the myth
that grew up around them.
     
The ones who did tap into deposits of oil used the profits to buy
up new leases and founded a dynasty.  Monty Moncrief was one such
man.

A good part of Wildcatters focuses on the life of Dick Moncrief,
Monty's grandson.  Ms. Helgesen sees a symmetry between the first
generation and the third generation of Texas oilmen.  The second,
or middle generation, was left mainly to the task of overseeing
the dynasties founded by their fathers.

[This was in the middle decades of the 1900s.  The oil giants such
as Exxon and Mobil had looked abroad, mostly in the Middle East,
for vast deposits of oil they could develop by dealing with an
Arab sheik or regional tyrant instead of having to negotiate with
numbers of individual farmers and other landowners as they had had
to do in Texas in the first phases of the oil industry.  Besides,
all the easy drilling for oil had been done in Texas.]  

With the giant oil companies supplying the U.S. from abroad with
all the oil it needed at low cost, the Texas oil business slowed
down.  "The young bulls of the middle generation found no terrain
on which they might challenge the old bulls' achievements."

[Thus this generation spent their time golfing and card-playing at
the country clubs and managing the real estate and other
investments their fathers had made with the fortunes they earned
from drilling for oil.]
     
But circumstances changed for the third generation.  In 1973, the
cartel named Organization of Petroleum Exporting Countries decided
to raise the prices of their oil.  This suddenly made the Texas
oil fields competitive again, and also presented opportunities for
developing oil fields overseas.  

Dick Moncrief and other third-generation oilmen throughout Texas
sprang into action to pursue the opportunities that had
unexpectedly opened up for them.  

Separated by decades in age from their pioneering grandfathers and
facing government bureaucratic regulations in the oil industry,
the third generation nonetheless showed something of the same
initiative, boldness, enterprise, and ambition as the first
generation.  

By finding overlooked or underdeveloped oil fields in foreign
countries, forming partnerships with Mexico's state-controlled oil
industry, reviving Texas's moribund oil business, and searching
for new oil fields in the West, the younger generation of Texas
oilmen made their mark as their grandfathers had.  

Dick Moncrief was the behind-the-scenes organizer of a plan to
increase production at an Israeli oil field and he sought new
fields in the Rocky Mountains.
     
Wildcatters portrays representative Texas oilmen, and is a well-
woven narrative about this legendary sector of American business.
Beyond this, Ms. Helgesen sees the Texas oil business as
exemplifying and to some degree preserving the frontier spirit of
overcoming challenges with determination, ingenuity, confidence,
and optimism.  

As she writes in her Preface, her experiences in Texas in writing
the book turned her into an "optimist in regard to the American
free enterprise system, and filled [her] with hope for the future
of this country."

Sally Helgesen works as a speaker and consultant in the areas of
leadership and workplace change.  She is the author of five books
in these areas, one of which, THE FEMALE ADVANTAGE - WOMEN'S DAY
OF LEADERSHIP, was cited in the Wall Street Journal as one of the
all-time best books on leadership.  Articles on her work have
appeared in Fortune and other leading business periodicals.

                             *********

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.

                    *** End of Transmission ***