TCR_Public/070105.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, January 5, 2007, Vol. 11, No. 4

                             Headlines

ACCENTIA BIOPHARMA: Aidman Piser Raises Going Concern Doubt
ADELPHIA COMMS: Court Confirms First Modified Fifth Amended Plan
AZTAR CORP: Completes $2.1 Billion Sale to Columbia Entertainment
AZTAR CORP: S&P Withdraws BB Corporate Credit Rating
BRANFORD PARTNERS: Case Summary & 19 Largest Unsecured Creditors

CATHOLIC CHURCH: Spokane to Pay $48 Million to Sex-Abuse Victims
CHATTEM INC: Closes $410 Million Purchase of Five J&J Brands
CKE RESTAURANTS: Repurchases 2 Million Shares from Pirate Capital
COLLINS & AIKMAN: Gets Interim Okay to Defer Interest Payments
COLLINS & AIKMAN: Gets Interim OK on Deal w/ Customers & JPMorgan

CREATIVE FOODS: Case Summary & 19 Largest Unsecured Creditors
DAIMLERCHRYSLER: Reaches Agreement with Insurers Settling Dispute
DAIMLERCHRYSLER: U.S. Dec. Sales Decrease 1%; 2006 Sales Down 5%
DAIMLERCHRYSLER: Inks Deal with Chinese Automaker
DANA CORP: Seeks Court Nod to Amend $1.45 Bil. DIP Debt Agreement

DORAL FINANCIAL: Posts $28.7 Mil. Net Loss in Qtr Ended Sept. 30
DURA AUTOMOTIVE: Taps Miller Buckfire as Investment Banker
DURA AUTOMOTIVE: Utility Cos. Object to Adequate Assurance Order
EDDIE BAUER: Reports that Antitrust Act Waiting Period Expired
EDDIE BAUER: Seeks Approval of Proposed Sale from Stockholders

FEDERAL MOGUL: Judge Fitzgeral Okays Amended DIP Credit Pact
FOAMEX INT'L: Launches Rights Offering to Complete Reorganization
G+G RETAIL: Discloses Composition on Oversight Committee
GLOBAL HOME: Can Assume and Assign Three Contracts to SEB
GLOBAL HOME: Wants Exclusive Plan-Filing Period Extended to Apr. 5

GOLDEN SPRING: Case Summary & Nine Largest Unsecured Creditors
GRANITE BROADCASTING: Wants to Pay Prepetition Employee Wages
GRANITE BROADCASTING: Fox Objects to Prepetition Wage Payment Plea
GREEN TREE: S&P Places Default Ratings on Three Housing Trusts
HAWK CORP: Weak Business Risk Profile Prompts S&P to Cut Ratings

INTEGRATED HEALTH: Has Until March 5 to Remove Civil Actions
INTERNAL INTELLIGENCE: Case Summary & 94 Known Creditors
JAKE & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
KL INDUSTRIES: Wants to Walk Away from 29 Leases and Contracts
MESABA AVIATION: Northwest Has 39.5% Equity Stake in MAIR Holdings

MORTGAGE ASSISTANCE: Sept. 30 Balance Sheet Upside-Down by $1.8MM
MORTGAGE CAPITAL: S&P Upgrades Rating on Class F Certificates
MRO ACQUISITION: S&P Rates $300 Mil. Amended Credit Facility at B+
NATURADE INC: Sept. 30 Balance Sheet Upside-Down by $12.8 Million
NBC/AUSTIN WINDRIDGE: Ch. 7 Trustee Taps Porter as Special Counsel

NEENAH FOUNDRY: Gets Requisite Consents from All 11% Note Holders
NETWORK INSTALLATION: Posts $627,600 Net Loss in 2006 3rd Quarter
NORTH AMERICAN: Want Court Approval on Settlement with AIG
NORTHWEST AIRLINES: Discloses 39.5% Equity Stake in MAIR Holdings
NORTHWEST AIRLINES: Inks Accord with ALPA Regarding Claim Sale

OMNITECH CONSULTANT: Unable to File Financials Due to BIA Process
ON ASSIGNMENT: S&P Rates $165 Million Senior Facilities at B+
ONSTREAM MEDIA: Gets $2.2 Million from Common Shares Issuance
OWNIT MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
PATRON SYSTEMS: Posts $1.1 Mil. Net Loss for Qtr. Ended Sept. 30

PERFORMANCE TRANSPORT: Powers Wants Claim Estimated at $2 Million
PIEDMONT HAWTHORNE: S&P Affirms B+ Corporate Credit Rating
PLATINUM ENT: Case Summary & Nine Largest Unsecured Creditors
PTS INC: Posts $291,784 Net Loss for Quarter Ended September 30
RAPID PAYROLL: Unsecured Creditors to Get 100% of Allowed Claim

REMOTEMDX INC: Hansen Barnett Raises Going Concern Doubt
ROYAL YACHT: Case Summary & Five Largest Unsecured Creditors
SAINT VINCENTS: Inks Stipulation with DCI Resolving Objection
SANTA FE: Hearing on Exclusive Period Extensions Moved to Feb. 27
SCIENTIFIC GAMES: S&P Rates Proposed $200 Mil. Senior Loan at BB

SECURITY AVIATION: Case Summary & 20 Largest Unsecured Creditors
SERACARE LIFE: Hires FBG as Special Balloting & Noticing Agent
STT LAND: Case Summary & Five Largest Unsecured Creditors
SUNSCAPE CONDOS: Case Summary & 20 Largest Unsecured Creditors
TANK SPORTS: Inks Definitive Pact to Buy Redcat Motors

THOMAS EQUIPMENT: Retains IRG as New Corporate Relations Agency
TRI-NATIONAL: Panel Hires Foley & Lardner as Bankruptcy Counsel
TUBE CITY: S&P Rates Proposed $250 Million Senior Notes at B-
TUSCAN SQUARE: Case Summary & 19 Largest Unsecured Creditors
USG CORPORATION: Adopts New Shareholder Rights Plan

USG CORPORATION: Board Declares Dividend Distribution
W.R. GRACE: Wants Remaining Objections to Questionnaire Overruled
W.R. GRACE: Wants Satisfied Claims Expunged or Reduced
WASTE SERVICES: Buys Charlotte Landfill and Pro Disposal Business
WASTE SERVICES: S&P Lifts Rating on $60 Million Senior Loan to B

WASTEQUIP INC: S&P Rates Proposed $381 Million Senior Loan at B+
WCA WASTE: Buys Southwest Dumpster and Sunrise Disposal
WESTERN IOWA: U.S. Trustee Wants Case Converted to Chapter 7
WOOD FAMILY: Voluntary Chapter 11 Case Summary

* SEC's Proposed Rule on Management's Financial Internal Control
* Veteran Corporate Counsel John Mullan Joins Sheppard Mullin
* Huron Consulting Group Agrees to Acquire Glass & Associates

* BOOK REVIEW: Learning Leadership: The Abuse of Power in
               Organizations

                             *********

ACCENTIA BIOPHARMA: Aidman Piser Raises Going Concern Doubt
-----------------------------------------------------------
Aidman, Piser & Company, P.A. expressed substantial doubt about
Accentia Biopharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Sept. 30, 2006, and 2005.  The auditing firm pointed
to the company's cumulative net losses of approximately
$111.4 million during the three years ended Sept. 30, 2006, and
working capital deficiency of approximately $20.5 million.

For the year ended Sept. 30, 2006, Accentia reported a
$43.4 million net loss on $25.1 million of net sales compared with
a $44.7 million net loss on $25.2 million of net sales for the
year ended Sept. 30, 2005.

The decrease in consolidated net sales for the fiscal ended
Sept. 30, 2006, reflected a $3.2 million decrease in net sales in
the specialty pharmaceuticals segment.  This was offset by an
increase of $3.1 million in net sales in the biopharmaceutical
products and services segment, primarily resulting from a
$2.2 million increase in net sales of the Biovest subsidiary, a
$1.4 million increase in net sales of the Analytica International
subsidiary, and a $500,000 decrease in the company's compounding
subsidiary due to the discontinuance of its operations.

The company had an operating loss of $39.9 million in fiscal 2006
compared to an operating loss of $32.3 million in fiscal 2005.  
The increase is mainly due to the $3.6 million increase in
research and development expenses, the $2.2 million increase in
general and administrative expenses, and the $2.9 million increase
in impairment charges, partly offset by the $1.2 million decrease
in sales and marketing expenses, and the $257,023 decrease in
royalties.

The increase in research and development expenses is mainly due to
the $1.3 million increase in SinuNase development and the
$2.1 million increase in expenses related to the BiovaxID research
and its phase 3 clinical trials from the same period last year.

The increase in impairment charges is mainly due to the
$3.3 million impairment charge relating to the company's pain
technology.

The decrease in net loss is attributable to the $1.2 million
derivative gain in fiscal 2006 related to the Laurus financing
arrangement versus a derivative loss of $1.1 million in fiscal
2005, the $1.5 million increase in absorption of prior losses
against minority interest, the other income of $109,524 in fiscal
2006 compared to a $56,384 other expense in fiscal 2005, the
$7.2 million loss on extinguishment of debt in fiscal 2005,
compared to zero in fiscal 2006, which more than offset the
$7.6 million increase in operating loss and the $2.7 million
increase in interest expense.  In addition, the company recorded a
$430,110 loss from discontinued operations in fiscal 2005.  The
company had no such loss in fiscal 2006.

The increase in absorption of prior losses against minority
interest was primarily due to the conversion of Biovest notes into
equity during 2006 against which previously absorbed Biovest
losses could be recovered.

The increase in interest expense was due primarily to interest on
the company's existing Laurus term note, and increase to the
company's existing Laurus revolver, and to the funding of the  
second Laurus term note, Pulaski term note, and convertible
debentures.  Interest income in both years was nominal.

The company's balance sheet at Sept. 30, 2006, showed
$57.1 million in total assets and $80 million in total
liabilities, resulting in a $22.8 million total stockholders'
deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $30.1 million in total current assets,
available to pay $50.6 million in total current liabilities.

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?17fa

                 About Accentia Biopharmaceuticals

Accentia BioPharmaceuticals Inc (Nasdaq: ABPI)--
http://www.accentia.net/-- is a vertically-integrated specialty  
biopharmaceutical company, formed by the Hopkins Capital Group LLC
and affiliates to acquire late-stage targeted therapeutics and to
use patented delivery technologies to enhance the performance of
these therapeutics. The company consists of two wholly-owned
subsidiaries, and a majority, controlling interest in a third
company.  

Accentia has a portfolio of currently marketed respiratory
products and a pipeline of products in clinical development. The
company's lead respiratory product candidate is SinuNase(TM),
which is under clinical development to treat chronic sinusitis
(rhinosinusitis).  The company's other lead product is
BiovaxID(TM), a patient-specific anti-cancer vaccine for the
treatment of follicular non-Hodgkin's lymphoma.  BiovaxID, which
is being developed by Accentia's subsidiary Biovest International,
Inc. is currently in a fast-tracked Phase III clinical trial.


ADELPHIA COMMS: Court Confirms First Modified Fifth Amended Plan
----------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York has confirmed Adelphia
Communications Corp. and its debtor-affiliates' First Modified
Fifth Amended Joint Chapter 11 Plan.

Adelphia sold in July substantially all of its cable operations to
Comcast Corp. and Time Warner Inc. for $17.6 billion in cash and
Time Warner Cable shares.  Of that amount, Adelphia will
distribute $15 billion in cash and shares to creditors.

Judge Gerber said in a 267-page ruling that creditors accounting
for 84% of the claims voted to accept the plan helped him in his
decision to approve the plan.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television   
company.  Adelphia serves customers in 30 states and Puerto Rico,
and offers analog and digital video services, 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 Debtors in their
restructuring efforts.  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.


AZTAR CORP: Completes $2.1 Billion Sale to Columbia Entertainment
-----------------------------------------------------------------
Wimar Tahoe, Inc., dba Columbia Entertainment, completed its
acquisition of all of the outstanding common shares of Aztar Corp.
for $54.3996 per share and all outstanding preferred shares of
Aztar for $575.3546 per share, for a total of approximately
$2.1 billion.  The per share amounts include $0.00888 per common
share per day and $0.09388 per preferred share per day that
Columbia agreed to pay Aztar shareholders beginning on Nov. 20,
2006 through today's closing date.

Under the terms of the agreement, WT-Columbia Development, Inc.,
an indirect wholly owned subsidiary of Columbia Entertainment,
merged with and into Aztar, with Aztar surviving the merger and
becoming an indirect subsidiary of Columbia Entertainment.  The
acquisition has been approved by gaming authorities in Nevada, New
Jersey, and Indiana; and the financing transactions to facilitate
the acquisitions have been approved by Louisiana and Mississippi.

Columbia President and CEO William J. Yung said that he expects a
smooth transition.  "The Tropicana properties have tremendous
brand equity," he said.  "Over the next several months and years,
we fully expect to leverage that equity for our customers,
communities and employees."

Bank of America, Credit Suisse and Libra Securities provided
investment banking advisory services for the transaction and
Credit Suisse acted as the administrative agent, lead arranger and
lead book-running manager for the approximately $3.1 billion of
senior secured credit facilities and senior subordinated notes
used to finance the acquisition of Aztar and to retire existing
indebtedness.

Legal and advisory services to Columbia Entertainment were
provided by Katz, Teller, Brant & Hild and by Milbank, Tweed,
Hadley & McCloy LLP.  Credit Suisse was represented by Cravath,
Swaine & Moore LLP.

                  About Columbia Entertainment

Columbia Entertainment is a privately held owner and operator of
casino gaming properties.  With the Aztar purchase, Columbia's
portfolio of gaming properties owned or operated now includes 13
casinos in the United States, including Tropicana branded
properties in Atlantic City and Las Vegas.

Columbia Entertainment is owned by William J. Yung III, who along
with his family also owns Columbia Sussex Corporation, one of the
largest privately held owners, developers and operators of hotel
properties in the world.  Columbia Sussex is the largest licensee
of full-service Marriott Hotels in the U.S.  The company and its
affiliates own 75 hotels and 27,000 rooms across the United
States, Canada and the Caribbean that operate under top brand
names including Marriott, Hilton, Westin, Sheraton, Renaissance
and Doubletree.  The companies employ nearly 28,000 people.

                        About Aztar Corp.

Headquartered in Phoenix, Arizona, Aztar Corporation (NYSE: AZR)
-- http://www.aztar.com/-- is a publicly traded company that
operates Tropicana Casino and Resort in Atlantic City, New Jersey,
Tropicana Resort and Casino in Las Vegas, Nevada, Ramada Express
Hotel and Casino in Laughlin, Nevada, Casino Aztar in
Caruthersville, Missouri, and Casino Aztar in Evansville, Indiana.


AZTAR CORP: S&P Withdraws BB Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit rating on Aztar Corp.  The ratings withdrawal follows the
announcement Wednesday that the acquisition of Aztar by Wimar
Tahoe Inc. dba Columbia Entertainment was completed.

The 'B+' ratings on the company's $300 million 7.875% senior
subordinated notes due 2014 and $175 million 9% senior
subordinated notes due 2011 remain on CreditWatch with developing
implications.

These note issues will be repaid in full in about four weeks as
the funds have been provided to the Trustee under irrevocable
instructions.  At that time, these ratings will also be withdrawn.


BRANFORD PARTNERS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Branford Partners, LLC
        pdba Sunquest Development II, LLC
        1601 North Sepulveda, Suite 516
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 06-12551

Type of Business: The Debtor develops real estate property.

Chapter 11 Petition Date: December 26, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Marcus Tompkins, Esq.
                  Alan G. Tippie, Esq.
                  Sulmeyer Kupetz
                  333 South Hope Street, 35th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
All-Tex, Inc.                  Agreement to Sell &    $25,000,000
c/o Michael R. Bennet, Esq.    Purchase and Escrow
1925 Century Park East         Instruction dated
5th Floor                      10/26/2000
Los Angeles, CA 90067-2700
Tel: (310) 744-8485

FJB, Inc.                      Complaint in L.A.      $25,000,000
c/o Gary D. Grant, Esq.        Superior Court
The Grant Law Corp.            alleging various
723 West Chapman Avenue        claims
Orange, CA 92868
Tel: (714) 744-8485

Robb Evans, as Temporary       Promissory Note in      $4,713,945
Receiver                       favor of Piranha
c/o Linda J. Candler, Esq.     Capital
11450 Sheldon Street
Sun Valley, CA 91352
Tel: (206) 621-7165

WRC Development, LLC           Management Services       $902,841
c/o Joanne Carras
27305 Live Oak Road
Unit A, Suite 519
Castaic, CA 91384-4520
Tel: (661) 295-8680

Global Economic                Management Services       $719,205
c/o Joanne Carras
Strategies, LLC
30424 Caparello Drive
Castaic, CA 91384
Tel: (661) 295-8680

Steinberg & Foster LLP         Legal Services             $71,548

Kirk Howell, CPA               Accounting Services        $60,000

Michael Eager                  Loan and Security          $36,311
                               Agreement between
                               Michael Eager and
                               Randall Roth Corp.

Clyde F. Wright                Services & Materials       $30,000
AIA & Associates

BWJ Multimedia Solutions                                  $21,768

Allen Matkins                  Legal Services             Unknown
Leck Gamble et al.

Arbi Massihians dba            Contract                   Unknown
Prof. Computer

DCM, LLP                       Co-Defendant in            Unknown
                               Litigation entitled
                               Deep Blue Holdings Ltd.
                               v. Boucher, et al.

Gary Johnson                   Co-Defendant in            Unknown
                               Litigation entitled
                               Deep Blue Holdings Ltd.
                               v. Boucher, et al.

Investment Research Assoc.     Co-Defendant in            Unknown
                               Litigation entitled
                               Deep Blue Holdings Ltd.
                               v. Boucher, et al.; and
                               FJB, Inc. v. Branford
                               Partners, LLC, et al.

John Fontano                   Co-Defendant in            Unknown
                               Litigation entitled
                               Deep Blue Holdings Ltd.
                               v. Boucher, et al.

Jordanelle Partners, LLC       Co-Defendant in            Unknown
                               Litigation entitled
                               and FJB, Inc. v. Branford
                               Partners, LLC, et al.

Mark Boucher                   Co-Defendant in            Unknown
                               Litigation entitled
                               Deep Blue Holdings Ltd.
                               v. Boucher, et al.; and
                               FJB, Inc. v. Branford
                               Partners, LLC, et al.

Midas Research Group Ltd.      Co-Defendant in            Unknown
                               Litigation entitled
                               Deep Blue Holdings Ltd.
                               v. Boucher, et al.


CATHOLIC CHURCH: Spokane to Pay $48 Million to Sex-Abuse Victims
----------------------------------------------------------------
The Diocese of Spokane has agreed to pay at least $48 million to
claimants who were abused as part of a deal to emerge from
bankruptcy, John K. Wiley writes for The Associated Press.

AP reports that the Hon. Judge Gregg W. Zive of the U.S.
Bankruptcy Court for the Eastern District of Washington held the
settlement agreement would provide survivors "with some measure of
closure and allow them to move forward and continue the healing
process."

Under the settlement, $20 million would be financed by six
insurance carriers; $18 million from the sale of the bishop's
office building and other assets and contributions from Catholic
entities; and $10 million from diocese's 82 parishes.

The deal also provides a system for payment of future claims.

Court documents showed that pursuant to the settlement, Spokane
Bishop William Skylstad must publicly support eliminating statutes
of limitations on child sex crimes and to personally visit each
parish where abused children were located, to urge parishioners to
file reports of abuse.

In addition, Bishop Skylstad would:

   -- send apology letters to victims or their immediate families;

   -- publish the names of all known abusers;

   -- allow victims to publicly address the parishes where they
      were sexually abused; and

   -- publish their stories in the diocesan newspaper.

According to the source, about 150 individual claims were filed
against the diocese, but the number of victims who would be
covered by the settlement was not immediately clear.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.


CHATTEM INC: Closes $410 Million Purchase of Five J&J Brands
------------------------------------------------------------
Chattem Inc. closed its previously announced agreement to acquire
the U.S. rights to five leading consumer and over-the-counter
brands from Johnson & Johnson for $410 million in cash.

With the acquisition, Chattem's diverse portfolio of high quality
brands has now been expanded to include five additional brands:

    * ACT(R), an anti-cavity mouthwash/mouth rinse;
    * UNISOM(R), an OTC sleep aid;
    * CORTIZONE, a hydrocortisone anti-itch product;
    * KAOPECTATE(R), an anti-diarrhea product; and
    * BALMEX(R), a diaper rash product.

The acquired brands were divested in connection with the recent
acquisition by Johnson & Johnson of Pfizer Inc.'s Consumer
Healthcare business and certain regulatory requirements in
connection with that acquisition.

"We are very excited to add these leading brands to the Company's
existing portfolio of quality products," said Zan Guerry, Chairman
and Chief Executive Officer of Chattem.  "With the tremendous
cooperation of Johnson & Johnson and Pfizer Inc., we have worked
very hard over the past several months to help ensure a smooth
transition of ownership and remain very excited about the growth
potential of these brands."

The acquisition was funded in part with the proceeds from a new
$300 million term loan provided by Bank of America pursuant to a
Fifth Amendment to and restatement of its Credit Agreement, with
the remaining funds principally being provided through the use of
a portion of the proceeds derived from Chattem's previously
announced sale of 2% Convertible Senior Notes due 2013.

Based in Chattanooga, Tennessee, Chattem Inc. (NASDAQ: CHTT)
-- http://www.chattem.com/-- manufactures and markets a variety  
of branded consumer products, including over-the-counter
healthcare products and toiletries and skin care products.  The
company's products include Icy Hot(R), Gold Bond(R), Selsun
Blue(R), Garlique(R), Pamprin(R) and BullFrog(R).

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006
Moody's Investors Service confirmed the Ba3 corporate family
rating of Chattem Inc. and lowered the senior subordinated
rating to B2 from B1.  Moody's said the outlook is stable.


CKE RESTAURANTS: Repurchases 2 Million Shares from Pirate Capital
-----------------------------------------------------------------
CKE Restaurants, Inc., repurchased two million shares of its
common stock from its largest shareholder, Pirate Capital, LLC,
for $18.53 per share, which reflects the closing price of the its
common stock on Dec. 28, 2006.

The Company used its revolving credit facility to fund the
approximately $37.1 million total purchase price.  The purchase
was completed through a privately negotiated transaction under the
company's stock repurchase program.

Following the transaction, Pirate Capital's ownership stake in the
company is approximately 5,048,000 shares or about 7.2% of the
total shares outstanding as of Dec. 29, 2006.

Andrew F. Puzder, president and chief executive officer, said, "We
are very pleased to be able to execute this transaction, which
represents nearly 3% of our outstanding common shares.  Our
improved operating results and reduced debt balance have given us
the financial flexibility to execute such a transaction.  As was
the case with the recent conversions of over 85% of our
convertible notes into equity, we remain poised to take advantage
of opportunities to increase shareholder value."

During fiscal 2007, the company has repurchased over 4.5 million
shares under its stock repurchase program at a cost of
approximately $79.3 million or approximately $17.56 per share.

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: Gets Interim Okay to Defer Interest Payments
--------------------------------------------------------------  
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan approves, on an interim basis,
Collins & Aikman Corp. and its debtor-affiliates' request to
further defer adequate protection payments to their senior,
secured prepetition lenders.

In the absence of prior payment or an order to the contrary, the
Debtors will be obligated to make the Deferred Payments on
Feb. 1, 2007.

The motion will be heard on a final basis on Jan. 11, 2007, or
to another date to which the motion is continued.

As reported in the Troubled Company Reporter on Dec. 20, 2006, the
Debtors wanted to further defer the original deferred payments and
defer their obligation to pay certain postpetition interest and
letter of credit fees, other than fronting fees -- that would
otherwise be due on the first business day from January to June of
2007 -- until the first business day of August 2007.

As reported, the Court approved the JPMorgan Chase Bank debtor-in-
possession financing motion on an interim basis on May 17, 2005,
and approved the JPMorgan DIP Motion on a final basis on
July 28, 2005.

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

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

The Debtors had determined that the best course of action to
maximize the value of their assets is to effectuate sales of their
businesses as going concerns, given the existing market
conditions.

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

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

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

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

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Gets Interim OK on Deal w/ Customers & JPMorgan
-----------------------------------------------------------------  
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan approves Collins & Aikman Corp.
and its debtor-affiliates' request on an interim basis.

Judge Rhodes approves the Customer Agreement and all agreements
attached; approves the access agreement; and authorizes the
Debtors to obtain the financing under the Customer Agreement,
with the financing provided by the Customers entitled to the full
protection of Section 364(e) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Dec. 19, 2006, the
Debtors are pursuing a cooperative sale process, which they expect
will culminate with the confirmation of a plan.  In connection
with this, the Debtors have worked very hard with its major
customers -- including DaimlerChrysler Corp., Ford Motor Company,
General Motors Corp., and Auto Alliance International Inc. -- and
JPMorgan Chase Bank, N.A., as agent to the senior, secured
prepetition lenders and as agent to the senior, secured
postpetition lenders, to negotiate an agreement that will form the
basis of a plan.

The parties have successfully negotiated a comprehensive customer
agreement that, among other things:

   (a) provides for a framework to facilitate the orderly sale of
       a majority of the Debtors' businesses with the support of
       JPMorgan and the Customers;

   (b) provides a meaningful opportunity to save thousands of
       jobs;

   (c) memorializes an agreement among the Debtors, JPMorgan and
       the Customers on the substantive terms of a Chapter 11
       plan; and

   (d) provides a clear framework toward a consensual resolution
       and conclusion to the Debtors' highly complex cases.

While the Debtors believe that the sale of their carpet &
acoustics business, with its strong fundamental business
operations and its consistently positive EBITDA results, will
provide them with significant funds, they believe that their
plastics & convertibles businesses require additional support
from the Customers if the Debtors are to maximize the value of
the related assets.

The concessions that the Debtors are seeking from the Customers
in the Customer Agreement would allow the Debtors to continue
operating their Plastics & Convertibles business while, at the
same time, market certain of these assets to allow them to
maximize value, preserve the maximum number of jobs related to
these business lines and wind down in an orderly fashion plants
that are not saleable.

Without these concessions, however, the Debtors would have to
sell assets quickly or not at all, which would undeniably
diminish recoveries and create claims against the Debtors by the
Customers -- for the inevitable consequential breach of the
Debtors' various contracts with the Customers -- that would
materially dilute the funds available for distribution to the
Debtors' creditors.

Moreover, if the Debtors cease operations, it likely would
materially disrupt United States automobile manufacturing on a
global basis and cause significant harm to the Customers.  
Consequently, it is essential for both the Debtors and the
Customers that the Debtors' plants continue to operate.

The Customer Agreement will be effective as of Nov. 26, 2006.

The parties agree that the Debtors will file a reorganization
plan that conforms to the terms set forth in a Plan Term Sheet
and is otherwise consistent with the provisions of the Customer
Agreement.  The parties agree to support the Plan so long as the
proposed treatment of the Parties' claims, if any, under the Plan
is not materially worse than the treatment set forth on the Plan
Term Sheet as determined by the respective parties in their
reasonable discretion; and the releases set forth on the Plan
Term Sheet are in the Plan.  However, nothing in the Customer
Agreement will be deemed a solicitation of votes to accept the
Plan.

Pursuant to the Funding Protocol and in accordance with the
budget stated in the Customer Agreement:

   (a) From the Effective Date through the earlier of the exit
       date for the Plastics & Convertibles plants, or the
       closing date of a sale to a qualified buyer, the Supplier
       and each major Plastics & Convertibles Customer will pay
       the costs incurred in operating each of the Plastics &
       Convertibles Plants allocable to the production of a
       Customer's component parts;

   (b) On the Effective Date and through the cessation of
       production at the Plastic & Convertibles Plants, the
       Supplier will pay and each of the major Plastics &
       Convertibles Customer will fund 100% of its allocable
       share of the administration expenses; and

   (c) From the Effective Date through the earlier to occur of
       the cessation of production at the Plant or June 30, 2007,
       the Supplier will pay and each Major Plastics &
       Convertibles Customer will fund the 100% of its allocable
       share of the Supplier's estate professional fees and
       expenses as well as that of JPMorgan and its advisors.

The "Supplier" will consist of the Debtors and its non-Debtor
subsidiaries and affiliates, excluding Collins & Aikman
Automotive Hermosillo, S.A. de C.V.

JPMorgan consents to the Supplier's use, if the need arises, of
its cash collateral in order to satisfy the Supplier's
obligations to fund its allocable share of the costs.

The Customers agree that:

    -- any claim arising from any rights to its repayment
       approved by the Court for the launch costs paid by the
       Customers during the Debtors' Chapter 11 case; junior
       secured claims, and the $30,000,000 administrative loan,
       will be waived and discharged;

    -- any claim for cap-ex will be treated as provided by the
       agreements relating to the cap-ex funding and the Court
       order approving the agreements or as set forth in the
       Plan Term Sheet;

    -- it will not assert a claim against the Supplier in its
       Chapter 11 cases for special or consequential damages and
       the claims will be waived and discharged;

    -- any other administrative expense claim against the
       Supplier for damages, the amounts paid pursuant to the
       Customer Agreement, and all other special or consequential
       damages arising out of or in any way relating to the
       Supplier's inability to perform, or breach of performance,
       under that Customer's production and service contracts
       relating to the Plastics & Convertibles Plants will be
       waived and discharged; and

    -- any other claim that would otherwise have to be paid in
       cash in full pursuant to Section 1129(a)(9)(A) of the
       Bankruptcy Code under a confirmed Chapter 11 plan will be
       waived and discharged.

Retention bonuses will be paid to certain individuals in
accordance with the Customer Agreement.  The Supplier will pay
and the relevant Customers will fund the Retention Bonuses in
accordance with the Funding Protocol.

The Customers agree not to exercise any set-off or reductions
against postpetition accounts payable, other than ordinary course
set-offs.  However, the agreement will not affect any set-offs,
recoupments or reductions a Customer exercised and implemented
prior to Nov. 1, 2006, against postpetition accounts payable
before the Effective Date so long as the Supplier knew of the
amount of the set-offs, recoupments or reductions based upon the
Supplier's receipt of debit memoranda or other customary
notification by the Customer to the Supplier.

The Customers also agree to support the Supplier's efforts to
sell, either as a whole or in part, to one or more qualified
buyers the plants and divisions listed in the Customer Agreement.

A "Supplier Default" occurs if:

   (i) the Supplier fails to meet its obligations to continue to
       produce component parts at a given plant as required by
       the Customer Agreement,

  (ii) the Supplier fails to pay the obligations it has
       undertaken to pay in the Customer Agreement at a given
       plant for a reason other than the Customer's failure to
       fund in a timely manner, or

(iii) the Supplier's secured lenders terminate the Supplier's
       right to use cash collateral or otherwise enforce remedies
       upon an occurrence of an event of default under the terms
       of the Supplier's loan agreements.

No Supplier Default will occur due to:

   (a) a force majeure event,

   (b) lack of funding for cap-ex, tooling or launch costs, or

   (c) the failure of a Customer to fund under the Customer
       Agreement.

If any of the Customers fail to fund, reimburse or pay the
Supplier pursuant to the terms of the Customer Agreement, the
Supplier may, but will not be obligated to, after three business
days written notice to the Customer causing the "Customer Payment
Failure," cease production for the Customer, which cessation will
not be a Supplier Default.

As part of the Customer Agreement, the parties will also sign an
access agreement that provides the Customers with certain rights
to take control of the Supplier's plants and facilities to
produce parts if the Supplier defaults on certain obligations.

The Customer Agreement provides the Debtors with numerous
benefits, including:

   (a) allowing the Debtors to avoid a forced shut-down of their
       operations;

   (b) providing the Debtors with millions of dollars in ongoing
       funding;

   (c) reducing the Customers' administrative claims against the
       Debtors' estates and waiving future claims of the
       Customers relating to the wind-down of certain of the
       Debtors' operations;

   (d) providing the Debtors with Customer-commitments to not
       resource certain products;

   (e) providing the Debtors with a recovery that will maximize
       the value of the Debtors' working capital; and

   (f) providing the Debtors with the support of the Customers
       and the JPMorgan for the sale of the Debtors' businesses
       and a Chapter 11 plan.

A full text copy of the Customer Agreement is available for free
at http://researcharchives.com/t/s?172a

The Debtors filed under seal certain confidential exhibits to the
Customer Agreement:

     * Exhibit B - Plastics & Convertibles Production Payments
                   and Obligations Budget; Funding Protocol

     * Exhibit C - Administration Expenses and Professional Fees
                   and Expenses Budget

     * Exhibit D - Retention Bonus Budget

     * Exhibit F - Prepetition Payables/Customer-Specific
                   Resolution

     * Exhibit G - Sale Facilities & Determination Dates

     * Exhibit H - Administrative Expenses and Priority Claims
                   that May be Absorbed by the Estate and Secured
                   Lenders' Collateral

     * Exhibit K - Non-Participating Customer Letter

     * Exhibit L - Inventory Bank Build Schedule

Pursuant to Section 107(d) of the Bankruptcy Code, the Debtors
had sought and obtained the Court's authorization to file the
Exhibits under seal.  The Debtors and the Customers would be
competitively disadvantaged in a sale process and in the operation
of their businesses by the disclosure of the information contained
in the Exhibits.

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. 48;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CREATIVE FOODS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Creative Foods, LLC
        710 North Pearl Street
        P.O. Box 368
        Osceola, AR 72370-0368

Bankruptcy Case No.: 07-10043

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      Osceola Foods, Inc.                   07-10044

Type of Business: The Debtors manufacture and export natural and
                  imitation margarine.

Chapter 11 Petition Date: January 3, 2007

Court: Eastern District of Arkansas (Jonesboro)

Judge: Audrey R. Evans

Debtors' Counsel: Michael Patrick Coury, Esq.
                  Farris, Mathews, Branan, Bobango,
                  Hellen & Dunlap PLC
                  40 South Main Street, Suite 2000
                  Memphis, TN 38103
                  Tel: (901) 259-7100
                  Fax: (901) 328-1582

                          Estimated Assets    Estimated Debts
                          ----------------    ---------------
   Creative Foods, LLC    $1 Million to       $1 Million to
                          $100 Million        $100 Million

   Osceola Foods, Inc.    Less than $10,000   $1 Million to
                                              $100 Million

A. Creative Foods, LLC's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Estate of Willard Sparks           Claim for Breach      $425,000
c/o Robert Sparks                  of Contract
775 Ridge Lake Boulevard
Memphis, TN 38120
                                   Subordinated Debt   $4,000,000

Fuji Vegetable Oil                 Trade Debt          $1,817,745
P.O. Box 281099
Atlanta, GA 30384-1099

Shelby D. Massey                   Shareholder Loan      $735,389
Grandchildren Trust
245 Ashley Hall Court
Collierville, TN 38017

Airlite Plastics Co.               Trade Debt            $680,285
12047 Collections Center Drive
Chicago, IL 60693

Hill Food Ingredients, LLC         Notes Payable         $529,627
718 North Pearl Street
Osceola, AR 72370

Archer Daniels Midland             Trade Debt            $295,483
P.O. Box 802203
Kansas City, MO 64180-2203

Danisco USA                        Trade Debt            $235,792

Heartland Supply                   Trade Debt            $220,794

Arkansas Western Gas Co.           Trade Debt            $220,374

Plastic Enterprise Co.             Trade Debt            $200,000

Staffmark                          Trade Debt            $191,423

International Paper                Trade Debt            $152,662

Winpak Portion Pack, Inc.          Trade Debt            $148,524

Sunbelt Sweeteners                 Trade Debt            $107,800

American Aero Foods LLC            Trade Debt            $105,925

Malnove Inc. of Nebraska           Trade Debt             $78,881

Fee Transportation Service         Trade Debt             $77,526

B. Osceola Foods, Inc.'s Two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Estate of Willard Sparks           Lawsuit for         $1,350,000
c/o Robert Sparks                  Breach of Contract
775 Ridge Lake Boulevard
Memphis, TN 38120

First Tennessee National Assoc.                       $13,873,384
4385 Poplar Avenue
Memphis, TN 38117


DAIMLERCHRYSLER: Reaches Agreement with Insurers Settling Dispute
-----------------------------------------------------------------
DaimlerChrysler AG has reached an agreement with insurance
companies concerning a dispute to recover the cost of a
$300 million settlement of a 2003 investor lawsuit regarding the
1998 merger of Daimler-Benz and Chrysler Corp.

The group of insurers includes ACE Ltd., AXA, Gerling, HDI, Chubb,
XL Capital, Zurich Financial, and Basler.

According to Financial Times Deutschland, the insurers will pay
$221.5 million (EUR168 million) to DaimlerChrysler to settle the
dispute.

American International Group Inc. has agreed to pay $25 million.

Some U.S. shareholders of Chrysler Corp. seeking $22 billion in
damages filed the lawsuit.  They said they were fooled into
approving the transaction because executives from both companies
portrayed it as a merger of equals.

The lawsuit cited a 2000 interview with former DaimlerChrysler
Chairman Juergen Schrempp in which he billed the combination as a
merger rather than a takeover was "for psychological reasons"
only.

DaimlerChrysler agreed in August 2003 to pay shareholders around
EUR275 million to settle the suit.

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE: DCX) --
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.


DAIMLERCHRYSLER: U.S. Dec. Sales Decrease 1%; 2006 Sales Down 5%
----------------------------------------------------------------
DaimlerChrysler AG, the third largest U.S. automaker, reported
total group sales of 218,530 passenger vehicles in the U.S. for
December 2006, a 1% decrease compared with December 2005.  For the
full calendar year 2006, DaimlerChrysler U.S. passenger sales were
2,390,585, down 5% compared with the year before when 2,529,254
vehicles were sold.

Chrysler Group, which consists of the Chrysler, Jeep(R) and Dodge
brands, posted sales of 190.415 vehicles in the U.S., an increase
of 1%.

Following global sales growth of 4.7% to 2.83 million units in
2005, Chrysler Group launched 10 all-new vehicles in 2006,
including some of the most fuel-efficient vehicles in the
company's history.

Reinforcing its position as America's favorite convertible
company, the Chrysler Group is raising the roof on the convertible
segment with the all-new 2008 Chrysler Sebring Convertible.

The vehicle offers what no other convertible has offered before --
three automatically latching convertible top options in vinyl,
cloth or a body-color painted steel retractable hard top, all of
which can be retracted with a push of a button on the key fob.  
The Chrysler Sebring Convertible achieves excellent fuel
efficiency of 31 mpg and has Flexible-fuel Vehicle engine
availability, making the 2008 Chrysler Sebring Convertible a solid
contender.

Mercedes-Benz USA reported sales of 28,115 units for December,
boosting the company to its thirteenth consecutive year of sales
growth.  The company closed the year with 248,080 units sold, an
11% increase over the previous record year in 2005.

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE: DCX) --
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.


DAIMLERCHRYSLER: Inks Deal with Chinese Automaker
-------------------------------------------------
DaimlerChrysler AG's Chrysler Group has signed a deal with Chery
Automobile Co. under which the Chinese automaker will produce
small cars known in the industry as "B-cars" to be distributed
worldwide bearing the Chrysler brand, The Financial Times reports.

Chrysler spokesman Jason Vines told The Associated Press that
"Chrysler is taking the lead on the design and will ensure that
the vehicles meet high quality standards."

He added that Chrysler is set to unveil a prototype "fairly soon."   

The deal still awaits approval by Chrysler's supervisory board and
by the Chinese government.

Production is expected to start sometime next year.  However,
Chrysler declined to discuss production volume.  The auto
manufacturer also refused to reveal the financial terms of the
deal.

According to Bloomberg, DaimlerChrysler has decided to partner
with Chery Auto because higher costs such as labor and healthcare
make it difficult for the company to build small cars profitably
in the U.S.

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE: DCX) --
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.


DANA CORP: Seeks Court Nod to Amend $1.45 Bil. DIP Debt Agreement
-----------------------------------------------------------------
In support of its ongoing reorganization and anticipated emergence
from Chapter 11 bankruptcy protection later this year, Dana
Corporation has filed a motion in the U.S. Bankruptcy Court for
the Southern District of New York, seeking to amend its $1.45
billion debtor-in-possession credit agreement.  The motion is
scheduled to be heard by the court on Jan. 24, 2007.

Among other things, Dana intends to reduce the amount of its
unused revolving credit facility under the DIP credit agreement to
correspond with changes in its borrowing base.  As it continues to
sell its non-core assets, these changes will adjust the structure
of Dana's debt facilities to more closely align with the needs of
the business.  In order to ensure that Dana continues to have
adequate liquidity notwithstanding such reduction, Dana is seeking
court approval for an increase in the amount available under its
term loan facility from $700 million to $900 million, as well as
for certain financial covenant modifications and technical changes
to its DIP credit agreement.  Citigroup Corporate and Investment
Banking, the administrative agent for the lenders under the DIP
credit agreement, has agreed to underwrite the proposed increase
in the term loan facility.

"While we are pleased with the restructuring progress that Dana
has achieved over the past nine months, especially under
challenging market conditions, the additional funding and
financing flexibility that will result from the proposed amendment
position us to complete our restructuring and emerge from Chapter
11," said Dana Chairman and CEO Mike Burns.  "We are also pleased
with the confidence that our DIP agent, Citigroup, has
demonstrated in our reorganization efforts by underwriting the
proposed increase to our DIP facility."

Toledo, Ohio-based Dana Corp. (OTC Bulletin Board: DCNAQ) --
http://www.dana.com/-- designs and manufactures products for  
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.


DORAL FINANCIAL: Posts $28.7 Mil. Net Loss in Qtr Ended Sept. 30
----------------------------------------------------------------
Doral Financial filed its financial statements for the third
quarter ended Sept. 30, 2006 with the Securities and Exchange
Commission on Dec. 28, 2006.

For the first nine months of 2006, Doral Financial had a net loss
of $62.5 million compared with a net income of $57.4 million in
the prior nine-month period.  For the third quarter ended
Sept.  30, 2006, Doral Financial had a net loss of $28.7 million
compared with a net income of $40.9 million in the prior quarter
last year.

Doral Financial's performance for the third quarter of 2006,
compared to the third quarter of 2005, was principally impacted by
lower net interest income as a result of a decrease in net
interest spread and margin together with a decrease in the balance
of interest-earning assets, and non-interest losses driven
primarily by losses on securities held for trading, a servicing
loss and lower gains on sales of mortgage loans.  The impact of
these factors was offset in part by a $17.6 million lower-of-cost-
or-market positive valuation adjustment to the company's loans
held for sale portfolio.

At Sept. 30, 2006, the company's balance sheet showed
$13.8 billion in total assets, $12.7 billion in total liabilities,
and $1 billion 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?17fc

                     About Doral Financial

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial  
services company engaged in mortgage banking, banking, investment
banking activities, institutional securities and insurance agency
operations.  Its activities are principally conducted in Puerto
Rico and in the New York City metropolitan area.  Doral is the
parent company of Doral Bank, a Puerto Rico based commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency Inc. and
Doral Bank FSB, a federal savings bank based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Doral Financial Corp., including its 'B+'
counterparty rating.  The ratings were placed on CreditWatch with
negative implications on April 19, 2005.  The outlook is negative.


DURA AUTOMOTIVE: Taps Miller Buckfire as Investment Banker
----------------------------------------------------------
DURA Automotive Systems, Inc. and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Miller Buckfire & Co., LLC, as their investment
banker.

Miller Buckfire is an independent firm that provides strategic and
financial advisory services in large-scale corporate restructuring
transactions.  The firm is owned and controlled by Henry S. Miller
and Kenneth A. Buckfire and by the employees of Miller Buckfire.  
Miller Buckfire currently has approximately 45 employees, many of
whom were employees of the Financial Restructuring Group of
Dresdner Kleinwort Wasserstein, Inc., before July 16, 2002.  The
firm's professionals are providing or have provided financial
advisory, investment banking, and other services in connection
with the restructuring of, among others:

    -- Acterna Corporation,
    -- Allied Holdings, Inc.,
    -- Aurora Foods, Inc.,
    -- Burlington Industries,
    -- Calpine Corporation,
    -- Dana Corporation,
    -- Delta Air Lines, Inc.,
    -- Dow Corning Corporation,
    -- EaglePicher Holdings, Inc.,
    -- Exide Technologies,
    -- FLYi, Inc.,
    -- Foamex International,
    -- Interstate Bakeries Corporation,
    -- Kmart Corporation,
    -- Loewen Group,
    -- McLeodUSA,
    -- Mirant Corp.,
    -- Pegasus Satellite Communications,
    -- PSINet,
    -- Polaroid Corporation,
    -- The Spiegel Group, and
    -- TECO Energy

Keith Marchiando, chief financial officer, relates that the
Debtors employed Miller Buckfire in early August 2006.  Since that
time, the firm, among others, has:

   (a) analyzed the Debtors' current liquidity and projected cash
       flow;

   (b) assisted the Debtors in evaluating their restructuring
       alternatives; and

   (c) conducted a comprehensive process to secure debtor-in-
       possession financing for the Debtors on the most
       competitive terms and conditions available on the Debtors'
       behalf.

As a result, Miller Buckfire acquired significant knowledge of the
Debtors and their businesses and is now intimately familiar with
the Debtors' financial affairs, debt structure, operations and
related matters, Mr. Marchiando says.

Pursuant to an engagement letter dated August 2, 2006, at the
request and direction of the Debtors, Miller Buckfire will:

   (a) advise and assist the Debtors in structuring and
       effectuating the financial aspects of any restructuring
       or sale transactions proposed to be undertaken by the
       Debtors;

   (b) if applicable, identify, solicit, and negotiate with
       potential lenders or investors in connection with any
       financing or potential acquirers in connection with any
       sale;

   (c) provide financial advice and assistance to the Debtors in
       developing and seeking approval of a restructuring plan,
       including participating in negotiations with entities or
       groups affected by the plan; and

   (d) participate in hearings before the Court with respect to
       the matters upon which Miller Buckfire has provided
       advice, including, as relevant, coordinating with the
       Debtors' counsel with respect to testimony in connection
       with its work.

In a separate application, the Debtors also wish to employ Glass &
Associates, Inc., as their financial advisors.  The Debtors
believe the two firms will not duplicate the services of each
other because they will be performing unique functions.

According to the Debtors, Miller Buckfire will focus on
structuring, evaluating, and assisting the consummation of a
financial restructuring and any related financings and sale
transactions, while Glass will focus on evaluating, overseeing,
and assisting the Debtors in the financial aspects of its
operational restructuring.  "In short, Miller Buckfire will carry
out distinct functions and will use reasonable efforts to
coordinate with the Debtors' other retained professionals to avoid
the unnecessary duplication of services," Mr. Marchiando says.

The Debtors will pay Miller Buckfire:

   -- a $200,000 monthly advisory fee; provided that 50% of the
      amount of any Monthly Advisory Fee in excess of $800,000
      (four months of Monthly Advisory Fees) paid to Miller
      Buckfire will be credited to the extent actually paid
      against any Restructuring Transaction Fee payable to Miller
      Buckfire;

   -- a $6,700,000 Restructuring Transaction Fee, after taking
      account for a credit for 50% of the DIP Financing Fee paid
      to Miller Buckfire before the Petition Date, if the Debtors
      consummate a Restructuring Transaction;

   -- a Sale Transaction Fee of 1% of the Aggregate
      Consideration, if the Debtors consummate a Sale
      Transaction; and

   -- a Financing Fee of 3% of the gross proceeds of any
      indebtedness issued that is unsecured or subordinated, and
      5% of the gross proceeds of any equity or equity-linked
      securities or obligations issued, if the Debtors consummate
      any Financing Transaction.

The Debtors will reimburse the firm for all reasonable out-of-
pocket expenses.

Mr. Marchiando says the Fee Structure is consistent with Miller
Buckfire's normal and customary billing practices for comparably
sized and complex cases.  The Debtors compared Miller Buckfire's
proposed fees with other proposals received and the range of
investment banking fees in other large and complex Chapter 11
cases.  In both cases, the Debtors found Miller Buckfire's
proposed fees to be reasonable and within the range of other
comparable transactions.

The firm will file interim and final fee applications with the
Court.  Although Miller Buckfire does not charge for its services
on an hourly basis, Miller Buckfire will maintain time records in
half-hour increments.

Before their bankruptcy filing, the Debtors paid Miller Buckfire
$2,600,000 for fees and an expense reimbursement of $25,061.  The
firm holds a $500,000 retainer for fees and expenses.  As of the
date of filing for chapter 11 protection, Miller Buckfire did not
hold a prepetition claim against the Debtors for services
rendered.

Marc D. Puntus, a managing director at Miller Buckfire & Co.,
LLC, relates the Court that neither he nor Miller Buckfire nor any
of its professional employees have any connection with the
Debtors, their creditors, the U.S. Trustee or any other potential
parties-in-interest in the Debtors' cases, or their attorneys and
accountants, except in some circumstances including:

   (a) Prior to the Petition Date, Miller Buckfire's
       professionals performed services for the Debtors;

   (b) Miller Buckfire may have performed services to certain
       of the Debtors' creditors in matters unrelated to the
       Chapter 11 cases, including but not limited to affiliates
       of JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of
       America, N.A., Wells Fargo Foothill, LLC, Credit Suisse
       Group, among others;

   (c) From time to time, Miller Buckfire also may have had
       dealings on other unrelated matters with some of the other
       professionals who are providing, or are expected to
       provide, services in the Debtors' cases, including,
       without limitation:

       * Kirkland & Ellis LLP -- the Debtors' proposed counsel,

       * Glass & Associates, Inc. -- the Debtors' proposed
         turnaround consulting firm,

       * Bingham McCutchen LLP -- counsel to certain prepetition
         second lien lenders,

       * Lazard Ltd. -- advisors to counsel to certain
         prepetition second lien lenders,

       * The Blackstone Group -- advisors to the senior
         noteholders, and

       * Fried Frank Harris Shriver & Jacobson LLP -- counsel to
         the senior noteholders

"Miller Buckfire and the employees of Miller Buckfire who will
work on [the] engagement do not hold or represent any interest
adverse to the Debtors or their estates, and Miller Buckfire is a
'disinterested person' as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code," Mr. Puntus assures the Court.

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


DURA AUTOMOTIVE: Utility Cos. Object to Adequate Assurance Order
----------------------------------------------------------------
Quest Energy, LLC, Northern Indiana Trading Co., American
Electric, et al., Lawrenceburg Utility and Upper Cumberland
Electric filed their objections to the adequate assurance
procedures of DURA Automotive Systems, Inc. and its debtor
affiliates.

As reported in the Troubled Company Reporter on Dec. 20, 2006
the Honorable Kevin J. Carey of U.S. Bankruptcy Court for the
District of Delaware granted, on an interim basis, the Debtors'
request to:

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

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

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

A. Quest Energy

Quest Energy asserts that it is not a "utility" within the meaning
of Section 366 of the Bankruptcy Code, and thus, cannot be
properly included in any list of Utility Providers.

Quest Energy tells the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware that it is not a
regulated monopoly and the termination of its contracts with the
Debtors prepetition did not result in the termination of any
electric service to the Debtors, but resulted in service
responsibility transferred back to the relevant "local
distribution companies" -- Consumers Energy, and Detroit Edison.

Quest Energy notes that Consumer Energy and Detroit Edison are in
the Debtors' list of utility companies with the exact same account
numbers previously under Quest's control.

John D. Mattey, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, argues that Quest Energy is a "forward
contract merchant" under Section 556.  Accordingly, he asserts,
Quest Energy should be excluded from the definition of "Utility
Provider" under the Interim Utility Order or any final order.

B. Northern Indiana

Northern Indiana Trading Co. maintains that it is not a "utility"
within the meaning of Section 366 because:

   (a) it has no monopoly on the sale or distribution of natural
       gas to the Debtors' Butler, Indiana facility or any of
       their facilities.  The Debtors may purchase gas from any
       other source who will sell it;

   (b) it is not regulated by any utility regulatory body, has
       not filed tariffs, and has no distribution facilities; and

   (c) except for contracts voluntarily entered into with
       counterparties, it owes no obligation, as a utility
       company does, to sell or deliver natural gas to any
       person.

Pursuant to an Agency Agreement dated November 19, 1991, between
NITCo and Universal Tool & Stamping Co., Inc., one of the Debtors,
NITCo will act as Universal's agent with respect to the purchase,
transportation and resale of natural gas.

William F. Taylor, Jr., Esq., McCarter & English, LLP, in
Wilmington, Delaware, argues that Section 366 does not govern the
Agency Agreement because:

    -- the Agency Agreement does not impose any obligation on
       NITCo to actually provide natural gas to Universal.
       Rather, it merely requires that, on Universal's request,
       NITCo must "attempt to purchase" natural gas as
       Universal's agent; and

    -- NITCo does not actually deliver the gas to Universal's
       facility.  Rather, Universal merely arranges for the
       transportation of the gas to Universal through the utility
       company that services Universal's facility.

Accordingly, NITCo asks the U.S. Bankruptcy Court for the District
of Delaware to:

   (a) deny Debtors' Utility Motion to the extent it purports to
       include NITCo on the grounds that it is not a "Utility" or
       "Utility Provider"; and

   (b) vacate the Interim Utility Order with respect to NITCo on
       the same grounds.

C. American Electric, et al.

John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, argues that the Debtors' proposed adequate assurance of
payment to the utility companies violate the express provisions of
Section 366.

Mr. Demmy represents the American Electric Power, Duke Energy
Indiana, Inc., Exelon Energy Company, The Detroit Edison Company
and Michigan Consolidated Gas Company.

Section 366(b) requires a debtor to provide a utility company with
adequate assurance of payment, in the form of a deposit or other
security within the first 20 days of the Chapter 11 proceedings,
Mr. Demmy points out.  The utility company has the initial right
to set the amount of the deposit or other adequate assurance that
it requires.

If the debtor fails to provide the utility company with adequate
assurance of payment "that is satisfactory to the [utility
company" within the first 30 days of the Chapter 11 proceeding,
Mr. Demmy explains, Section 366(c)(2) expressly provides that the
utility company is entitled to alter, refuse or discontinue
service to the debtor.

Mr. Demmy argues that the Debtors' proposed Additional Assurance
Procedures seek to rewrite Section 366 by permitting the Debtors
to set the amount and form of adequate assurance that they deem
"sufficient" in the first instance, and shifting all risks and
burdens from the Debtors to the utility companies, directly
contrary to the procedures mandated under Section 366.

Mr. Demmy further argues that the Debtors' attempt to extend the
20-day or 30-day provisions of Section 366 should be rejected
because it is without any justification or authority.

Mr. Demmy asserts that the proposed Additional Assurance
Procedures are designed to make the adequate assurance of payment
process more time consuming and burdensome for the utility
companies.

There is no legitimate need for, or purpose served by, all of
those burdensome procedures, Mr. Demmy contends.  Information
regarding prepetition payment history, or the existence or absence
of a prepetition security deposits, are statutorily irrelevant to
determination of adequate assurance of future payment pursuant to
Sections 366(c)(3)(B).

Accordingly, American Electric, et al., ask the Court to hold that
they need not comply with the Debtors' Adequate Assurance
Procedures.

American Electric, et al., further ask the Court to direct the
Debtors to provide them the adequate assurance of payment, in the
form of two-month security deposits:

   Utility               No. of Accounts         Deposit Request
   -------               ---------------         ---------------
   American Electric           23                 $349,544
   Exelon                       2                  200,000
   Duke                         4                   19,955
   Detroit Edison/MCG           4                   61,136

Under American Electric, et al.'s billing cycles, the Debtors
could receive two to two and a half months of unpaid service
before the service could be terminated for a postpetition payment
default, Mr. Demmy relates.  Thus, the two-month security deposits
requested are reasonable, Mr. Demmy contends.

Mr. Demmy explains that American Electric, et al.'s deposit
requests are based on:

   (a) their billing exposure created by respective state law
       tariffs and regulations; and

   (b) amounts that their respective state regulatory commission,
       a neutral third-party entity, permits them to request.

D. Lawrenceburg Utility and Upper Cumberland Electric

In separate pleadings, Lawrence Utility Systems and Upper
Cumberland Electric Membership Corporation assert that the
Debtor's proposed adequate assurance of payment procedures violate
the express provisions of Section 366.

Christopher M. Winter, Esq., at Duane Morris LLP, in Wilmington,
Delaware, relates that in the ordinary course of business, Upper
Cumberland could supply the Debtors with electricity for
approximately one and a half months for which it may not be paid
before termination of service.  The Debtors' adequate assurance
payments should reflect those time periods, he asserts.

Upper Cumberland ask the Court to direct the Debtors to provide a
one and a half month security deposit of $24,385 with an extra 10%
payment to reflect future rate increases.

Upper Cumberland's request for a security deposit consists of:

   (a) $22,169, which equal to one and a half times the Debtors'
       highest, historical, monthly consumption, in aggregate;
       and

   (b) $2,217, the 10% of $22,169, to account for anticipated
       rate increases.

To adequately assure payment for its postpetition services to the
Debtors, Lawrenceburg seeks a $751,910 security deposit.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, explains that Lawrenceburg's $751,910 deposit request is
equal to two and a half times the Debtors' highest, historical,
monthly consumption, which is approximately $683,554, in
aggregate, plus 10% of that amount to account for anticipated rate
increases.

Lawrenceburg and Upper Cumberland further ask the Court to direct
the Debtors to pay the arrearages as of the Petition Date:

       Utility Provider           Amount
       ----------------           ------
       Lawrenceburg             $214,525
       Upper Cumberland           20,545

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


EDDIE BAUER: Reports that Antitrust Act Waiting Period Expired
--------------------------------------------------------------
Eddie Bauer Holdings, Inc., disclosed that, with respect to its
proposed sale to Eddie B Holding Corp., the waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 has expired without a request for additional information from
the U.S. Federal Trade Commission.

The Company has entered into a definitive agreement for the sale
of Eddie Bauer to Eddie B Holding Corp. for $9.25 per share in
cash.  The transaction is expected to close in the first quarter
of 2007, subject to the satisfaction of other previously disclosed
closing conditions.

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty  
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at approximately 380 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The Company also    
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Moody's Investors Service confirmed Eddie Bauer Inc.'s B2
Corporate Family Rating and B2 rating on the company's
$300 million term loan.


EDDIE BAUER: Seeks Approval of Proposed Sale from Stockholders
--------------------------------------------------------------
Eddie Bauer Holdings, Inc. commenced mailing its definitive proxy
statement to stockholders for approval of its proposed sale to
Eddie B Holding Corp. for $9.25 in cash per share.

The Company has scheduled a special meeting of stockholders for
Jan. 25, 2007 to consider and vote on the proposed Merger
Agreement.  Stockholders of record as of Dec. 21, 2006 will be
entitled to vote on the transaction.

The company's board of directors has unanimously determined that
the Merger Agreement is advisable and in the best interests of
Eddie Bauer's stockholders and recommends stockholders vote "FOR"
adoption of the Merger Agreement.

Prior to reaching its decision, the Board of Directors conducted
an evaluation of the alternatives available to maximize
stockholder value, including, among other things, the advisability
of remaining independent and attempting to implement a turnaround
of the business.  Based on its analysis, the Board of Directors
concluded that the proposed sale represents the best opportunity
to maximize value for Eddie Bauer stockholders.  In addition, the
proposed all-cash consideration provides stockholders with fair
and certain value as well as an immediate cash return.  Both
Goldman, Sachs & Co. and William Blair & Company L.L.C. issued
separate opinions that the proposed purchase price is fair to
Eddie Bauer stockholders from a financial point of view.

Stockholders with questions regarding the solicitation may contact
the company's proxy solicitor Innisfree M&A Incorporated at
(888) 750-5834.

As reported in the Troubled Company Reporter on Nov. 14, 2006
Eddie Bauer Holdings Inc. and Eddie B Holding Corp., a company
owned by affiliates of Sun Capital Partners Inc. and Golden Gate
Capital, have entered into a definitive agreement under which
Eddie B Holding Corp. has agreed to acquire Eddie Bauer for $9.25
per share in cash.

                    About Sun Capital Partners

Sun Capital Partners Inc. is a private investment firm focused on
leveraged buyouts, equity, debt, and other investments in
companies that can benefit from its in-house operating
professionals and experience.  Sun Capital affiliates have
invested in and managed more than 135 companies worldwide with
combined sales in excess of $30 billion since Sun Capital's
inception in 1995.  Sun Capital has offices in Boca Raton, Los
Angeles, New York, London, and Shenzhen.

                     About Golden Gate Capital

Golden Gate Capital -- http://www.goldengatecap.com/-- is a  
private equity firm with over $2.6 billion of capital under
management dedicated to investing in change-intensive
opportunities.  The firm's charter is to partner with world-class
management teams to make equity investments in situations where
there is a demonstrable opportunity to significantly enhance a
company's value.  The principals of Golden Gate Capital have a
long and successful history of investing with management partners
across a wide range of industries and transaction types.

                    About Eddie Bauer Holdings

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty  
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at approximately 380 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The Company also    
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Moody's Investors Service confirmed Eddie Bauer Inc.'s B2
Corporate Family Rating and B2 rating on the company's
$300 million term loan.


FEDERAL MOGUL: Judge Fitzgeral Okays Amended DIP Credit Pact
------------------------------------------------------------  
The Honorable Judith K. Fitzgerald entered authorized Federal-
Mogul Corporation and its debtor affiliates to enter into and
perform their obligations under the Amended DIP Credit Agreement
and related documents including the Amendment No. 2.

Judge Fitzgerald previously granted the Debtors' request to enter
into a second amendment to their Credit and Guaranty Agreement
with certain lender parties and Citicorp USA, Inc., as
administrative agent.

Amendment No. 2 modifies certain terms under the existing
$775,000,000 DIP facility:

   (a) extending the loan expiry date through the earlier of:

       (1) the substantial consummation of the Debtors' Plan of  
           Reorganization; and  

       (2) July 1, 2007;

   (b) effecting amendments necessary to permit the Debtors to  
       implement the Company Voluntary Arrangements for certain  
       of the U.K. Debtors and position themselves for a  
       successful emergence from Chapter 11; and  

   (c) accommodating changes in the Debtors' business since the  
       time they entered into the DIP Agreement.

The Court, among other things, also authorized the Debtors to
continue using their cash collateral and provide adequate
protection to the prepetition lenders and certain surety bond
issuers.

A full-text copy of the Court's Order is available for free at:

             http://ResearchArchives.com/t/s?17e0

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


FOAMEX INT'L: Launches Rights Offering to Complete Reorganization
-----------------------------------------------------------------
Foamex International Inc. commenced its equity rights offering to
raise the equity funding necessary for the company to consummate
its chapter 11 plan of reorganization.

A hearing before the U.S. Bankruptcy Court for the District of
Delaware to consider confirmation of the company's plan of
reorganization is scheduled for Feb. 1, 2007.

Under the rights offering, Foamex is distributing to each holder
of record of its common stock as of the close of business on
Dec. 29, 2006, at no charge, one right for each share of common
stock held by such holder on that date.  Each right entitles the
holder to purchase an additional 2.506 shares of Foamex common
stock at $2.25 per share.  The company is also distributing to the
holder of its Series B preferred stock, at no charge, one right
for each share of Series B preferred stock (which is convertible
into 100 shares of Foamex common stock) held of record as of the
close of business on Dec. 29, 2006.  Each right issued to the
holder of Series B preferred stock entitles the holder to purchase
an additional 250.6 shares of Foamex common stock at $2.25 per
share.  The rights expire at 5:00 p.m., New York City time, on
Jan. 31, 2007, unless the company extends the exercise period.

The rights offering materials, including a prospectus, will be
mailed to eligible record holders of the company's common and
Series B preferred stock on Jan. 4, 2007.  Those eligible record
holders that hold their shares through a bank, brokerage firm, or
other nominee should receive the rights offering materials from
their bank, broker, or nominee.

A copy of the prospectus relating to the rights offering also may
be obtained from:

     Investor Relations Department
     Foamex International Inc.
     1000 Columbia Avenue
     Linwood, Pennsylvania 19061
     Telephone (610) 859-3000

or the Securities and Exchange Commission's web site at
http://www.sec.gov/

Information about Foamex's reorganization case is available on the
Foamex web site at http://www.foamex.com/restructuring/

Headquartered in Linwood, Pa., Foamex International Inc.
(FMXIQ.PK) -- 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.


G+G RETAIL: Discloses Composition on Oversight Committee
--------------------------------------------------------
G+G Retail, Inc., gave notice that pursuant to its confirmed Plan
of Liquidation, the members of the Post-Confirmation Oversight
Committee are:

    * The CIT Group Commercial Services, Inc.;
    * Simon Properties Group, L.P.;
    * General Growth Properties, Inc.;
    * Capital Factors LLC; and
    * Intertex Apparel, Ltd.

Pursuant to the Plan and Confirmation Order, the Committee became
operative as of Dec. 20, 2006, the effective date of the Plan.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq.. at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million to
$50 million.  The Court confirmed the Debtor's Plan of Liquidation
on Dec. 6, 2006.


GLOBAL HOME: Can Assume and Assign Three Contracts to SEB
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Global
Home Products LLC and its debtor-affiliates authority to assume
and assign three executory contracts to SEB S.A. and Groupe SEB
USA.

The executory contracts are:

    -- a Trademark Licensing Agreement, dated Oct. 17, 1984, by
       and between Mirro Corporation and Northport, Inc.;

    -- an Agreement and Consent, dated May 23, 1986, by and
       between Lincoln Foodservice Products, Inc., WearEver-
       ProctorSilex, and Wear-Ever Aluminum, Inc., and
       Assignments, dated May 23, 1986, by and between Lincoln
       Foodservice Products, Inc., WearEver-ProctorSilex, and
       Wear-Ever Aluminum, Inc.; and

    -- a Registered User Agreement, dated June 1, 1991, by and
       between Lincoln Foodservice Products, Inc., and Newell
       Industries Canada Inc.

The Debtors disclose that pursuant to Section 365(b) of the
Bankruptcy Code, there are no defaults required to be cured in
connection with the assumption and assignment.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLOBAL HOME: Wants Exclusive Plan-Filing Period Extended to Apr. 5
------------------------------------------------------------------
Global Home Products LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend,
until Apr. 5, 2007, their exclusive period to file a chapter 11
plan of reorganization.  The Debtors also ask the Court to extend,
until June 6, 2007, their exclusive period to solicit acceptances
of that plan.

The Debtors tell the Court that they are currently devoting a
significant amount of time to the potential sale or reorganization
of Anchor Hocking, their only remaining operating business group.  
The Debtors remind that Court that they have previously sold
substantially all of the assets of:

    * Burnes Group to Gibson, Inc.; and
    * WearEver businesses to SEB, S.A. and Groupe SEB USA.

In addition, the Debtors relate that they are continuing their
analysis and litigation of administrative and reclamation claims
asserted by a number of claimants.  They have also rejected a
number of burdensome leases and executory contracts which included
their former headquarters' lease in Westerville, Ohio.

The Debtors assure the Court that the extension is not meant to
pressure creditors and in fact, they have begun discussions with
the Official Committee of Unsecured Creditors concerning the
outline of an exit plan for their chapter 11 cases.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GOLDEN SPRING: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Golden Spring Corp.
        116 West First Street
        Mount Vernon, NY 10550

Bankruptcy Case No.: 07-22001

Type of Business: The Debtor owns and manages real estate
                  located at 116-122 First Street,
                  Mount Vernon, New York.

Chapter 11 Petition Date: January 2, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Arlene Gordon Oliver, Esq.
                  Rattet, Pasternak & Gordon Oliver LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets: $2,250,000

Total Debts:  $1,462,923

Debtor's 9 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Lanbar Associates                     $1,100,000
   c/o Adam E. Mikolay, P.C.
   900 Merchants Concourse, Suite 208
   Westbury, NY 11590

   City of Mount Vernon                    $240,000
   Law Department
   City Hall
   One Roosevelt Square
   Mount Vernon, NY 10550

   Receiver of Taxes                       $107,000
   City of Mount Vernon
   City Hall
   One Roosevelt Square
   Mount Vernon, NY 10550

   Century 21 Try Us Realty                  $7,500

   Nynex Information Resources               $5,743

   Cindy Algarin                             $1,680

   Pauline Bernard                             $575

   Shakerra King                               $425

   Carlos Perez, et al.                          $0


GRANITE BROADCASTING: Wants to Pay Prepetition Employee Wages
-------------------------------------------------------------
In the ordinary course of their businesses, Granite Broadcasting
Corp. and its debtor-affiliates incur payroll obligations to their
employees as compensation for the performance of services.  

As of December 1, 2006, Granite and its debtor and non-debtor
subsidiaries employed approximately 786 individuals, of which 717
were full-time employees and 69 were part-time employees.  Of
those Employees, the Debtors employed approximately 207
individuals, of which 189 were fulltime employees and 14 were
part-time employees.  Also as of December 1, 2006, the Granite
Entities have 276 union Employees, 42 of which are employed by the
Debtors.

The Debtors have costs and obligations in respect of the
Employees relating to the period prior to the Petition Date.
Certain of these costs and obligations are outstanding and due
and payable, while others will become due and payable in the
ordinary course of the Debtors' businesses after the Petition
Date.

               Wages, Salaries, and Compensation

A. Wages

Before the Petition Date and in the ordinary course of business,
the Debtors typically paid obligations relating to wages, salary,
and compensation for their Debtors' Employees on, depending on
the Debtor, a bi-weekly or semi-monthly basis.  

Based on the period from November 16, 2006 to November 30, 2006,
the Debtors' current estimated bi-weekly/semi-monthly gross
payroll for the Employees is approximately $516,000.  As of the
Petition Date, the Debtors owe approximately $270,000 in
outstanding Wage Obligations accrued prior to the Petition Date.

In addition to their salary, sales executives of the Debtors are
entitled to receive commission wage under various sales
compensation programs at the different Stations.  As of December
1, 2006, the Debtors estimate $108,000 in prepetition Commission
Wages at the Debtor Stations have accrued and remain unpaid.

B. Payroll Taxes

The Granite Entities are required by law to withhold from their
Employees' wages amounts related to federal, state, and local
income taxes, as well as social security and Medicare taxes and
to remit the same to the appropriate taxing authorities.  From
December 2005 through August 2006, the Granite Entities withheld
approximately $7,900,000 on account of Withholding Taxes.

In addition, the Granite Entities are required to make matching
payments from their own funds on account of social security and
Medicare taxes, and to pay, based on a percentage of gross
payroll and subject to state-imposed limits, additional amounts
to the Taxing Authorities for, among other things, state and
federal unemployment insurance.  As of the Petition Date, the
Debtors believe that approximately $88,000 in accrued and unpaid
Payroll Taxes that relate to the Debtors' Employees for the
period prior to the Petition Date are outstanding.

C. Union Dues

Certain of the Employees at Granite's Peoria, Illinois Station,
WEEK-TV, are members of unions.  Unlike the other Stations, WEEK
is not a separate legal entity from Granite.  Eighteen of the
WEEK Employees are members of the International Brotherhood of
Electrical Workers, and 24 of the WEEK Employees are members of
the American Federation of Radio and Television Artist.

On the second payroll of each month, Granite withholds union dues
from the WEEK union Employee's payroll in these amounts:

    (a) $802.62 for the IBEW, and
    (b) $324.75 for AFTRA.

Granite then remits the Union Dues to the IBEW and AFTRA.  The
Debtors believe that no Union Dues were due and owing or accrued
as of the Petition Date.

D. Reimbursement Expenses

The Employees incur various expenses in the discharge of their
ordinary duties, such as travel and meal expenses.  The Granite
Entities reimburse expenses on a rolling basis, with a time lag
of up to thirty days between submission or the request for
reimbursement and payment.

E. Payroll Processing Service

To facilitate payment of the Wage Obligations, the Debtors engage
a payroll service, Automatic Data Processing, Inc. and certain of
its affiliates.  

The Granite Entities pay approximately $6,600 per month to ADP
and its affiliates in administrative fees for its payroll
services.  As of December 1, 2006, the Granite Entities owe up to
$6,600 in accrued and unpaid ADP Payroll Service Fees.

F. Employee Benefit Plans

The Granite Entities have established various benefit plans and
policies for their Employees that fall into these categories:

  1. Paid Time Off Plans, including Vacation Days, Sick Days,
     Personal days, Paid Holidays, Bereavement Leave, and Jury   
     Duty

       As of December 1, 2006, the Debtors estimate they have
       $700,000 of accrued, but unpaid obligations for vacation
       time, which is the only obligation under the PTO Plans
       that can convert to a cash payment obligation.

  2. Medical Insurance, Dental Insurance, Vision Care, Life
     Insurance, Disability Insurance, and Flexible Spending Plans

       The Granite Entities employ Everett James, Inc., as its
       benefits consultant and coordinator with respect to the
       Health and Welfare Plans.  The Granite Entities pay
       approximately $320,000 per year to Everett, and owe the
       firm approximately $30,000 in Health and Welfare Plan
       Coordinator Fees as of December 1, 2006.  Cigna Corp. and
       its related affiliates and subsidiaries administer the
       claims of Employees relating to certain of the Health and
       Welfare Plans.  The Debtors owe certain amount to Cigna
       for administrative fees and Employee claims.

       The Debtors estimate, however, that as of Dec. 1, 2006,
       accrued obligations that have not been paid to or on
       behalf of Employees under the Health and Welfare Plans
       aggregate approximately $1,000,000.

  3. Workers' Compensation Plans

       Granite maintains the Workers' Compensation Programs with
       The Hartford Insurance Company in all of the states in
       which the Granite Entities operate.  Granite's insurance
       broker for the Workers' Compensation Programs is Preston-
       Patterson Co. Inc., and Granite's current annual policy,
       which has no deductible, costs $390,000.  Granite paid
       $136,499 towards the annual premium in July 2006, and
       $89,472 in October 2006, and the final two $89,472 premium
       payments will come due in January and April of 2007.

  4. 401(k) Plan

       Granite administers a 401(k) Plan for all of the
       Employees, but Capital Bank & Trust Co. holds the 401(k)
       Plan in trust as the trustee.  American Funds
       Distributors, the technical record-keeper of the 401(k)
       Plan, has hired FasCorp/Great West Life to maintain the
       401(k) Plan's records.  As of December 1, 2006, Granite
       estimates that it may hold up to $15,000 in accrued and
       undeposited obligations related to Withholding
       Contributions and 401(k) Matching Contributions.  Granite
       spends approximately $2,000 a month to administer the
       401(k) Plan.

  5. Severance Program

       The Granite Entities maintain a severance program covering
       all eligible Employees other than officers and executives
       for all involuntary terminations.  The Debtors believe
       they do not currently owe any amounts under the Severance
       Program.

  6. Discretionary Incentive Programs

       The Granite Entities maintain discretionary incentive
       programs to reward performance by the Employees.  In 2005,
       the Granite Entities paid approximately $2,900,000 to the
       Employees in incentives under the Incentive Programs.  The
       Debtors have accrued approximately $2,040,000 for the
       Debtors' Employees under Incentive Programs in 2006.

  7. Apprentice Programs and Educational Programs

       The Granite Entities maintain certain apprentice,
       internship, and scholarship programs at the Stations for
       minorities.  The Granite Entities pay Employees
       approximately $4,050 per year under the Apprentice
       Programs.  As of December 1, 2006, the Debtors estimate
       that they currently owe $4,050 for accrued obligations
       under the Apprentice Programs.  The Granite Entities also
       provide certain formal and informal education
       opportunities to the Employees, at a relatively low cost.

            Debtors to Maintain Employee Programs,
               Pay Prepetition Wages & Benefits

Pursuant to Sections 507(a), 363(b), and 105(a) of the Bankruptcy
Code, the Debtors seek authority from the U.S Bankruptcy Court for
the Southern District of New York to:

   (i) pay, in their sole discretion, all prepetition
       obligations up to $2,000,000 in the aggregate incurred
       under or related to Wage Obligations, Commission
       Obligations, Expense Reimbursements, Union Dues, Payroll
       Taxes, and Employee Benefits and all costs incident to
       the obligations,

  (ii) pay, in their sole discretion, all ADP Payroll Service
       Fees, Health and Welfare Plan Coordinator Fees, Medical
       and Dental Administrative Fees, Disability Administration
       Fees, FSA Administrative Fees, Workers' Compensation
       Premiums, and 401(k) Administrative Fees, and

(iii) maintain and continue to honor the practices, programs,
       and policies available for employees as they were in
       effect as of the bankruptcy filing or as they may be
       modified, amended, or supplemented from time to time in the
       ordinary course of the Debtors' business.

The Debtors also request that the Court authorize their banks and
other financial institutions to receive, honor, process, and pay
any and all checks drawn on the Debtors' payroll and general
disbursement accounts and automatic payroll transfers, to the
extent that the checks or transfers relate to Employee
Obligations or Employee Benefits.

Pursuant to Section 507(a)(4)(A) of the Bankruptcy Code, claims
of employees for "wages, salaries, or commissions, including
vacation, severance, and sick leave pay" earned within 180 days
before the Petition Date are afforded priority unsecured status
to the extent of $10,000 per employee.  Similarly, Section
507(a)(5) provides that employees' claims for contributions to
certain employee benefit plans are also afforded priority
unsecured status to the extent of $10,000 per employee covered by
the plan, less any amount paid pursuant to Section 507(a)(4).

The Debtors believe that most of the Employee Obligations owed by
the Debtors and relating to the period prior to the Petition Date
constitute priority claims under Sections 507(a)(4) and (a)(5).  

Accordingly, the Debtors' counsel, Ira S. Dizengoff, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, asserts, the
Debtors' estates must pay the Employee Obligations in full before
satisfying any of the Debtors' general unsecured obligations.  
The relief requested may affect only the timing of the payment of
these priority obligations, and it will not prejudice the rights
of general unsecured creditors or other parties-in-interest,
Mr. Dizengoff notes.

To the extent the Debtors become aware of any accrued, but unpaid
claims for Wage or Commission Obligations, the Debtors submit
that, to the extent Debtors' Employees are owed in excess of
$10,000 on account of thereof, payment of the amounts is
necessary and appropriate and may be authorized under Sections
105(a) and 363(b) pursuant to the "necessity of payment"
doctrine, Mr. Dizengoff adds.

Mr. Dizengoff explains that any delay or failure to pay wages,
salaries, benefits, and other similar items would irreparably
impair the Employees' morale, dedication, confidence, and
cooperation and would adversely impact the Debtors' relationship
with their Employees at a time when the Employees' support is
critical to the success of their Chapter 11 cases.

                   About Granite Broadcasting

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

The Company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).  
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.  (Granite
Broadcasting Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GRANITE BROADCASTING: Fox Objects to Prepetition Wage Payment Plea
------------------------------------------------------------------
Twentieth Television and Twentieth Century Fox Film Corporation
ask the U.S. Bankruptcy Court for the Southern District of New
York to defer a final hearing on Granite Broadcasting Corp. and
its debtor-affiliates' request to:

   (i) pay, in the Debtors' sole discretion, all prepetition
       obligations up to $2,000,000 in the aggregate incurred
       under or related to Wage Obligations, Commission
       Obligations, Expense Reimbursements, Union Dues, Payroll
       Taxes, and Employee Benefits and all costs incident to
       the obligations,

  (ii) pay, in the Debtors' sole discretion, all ADP Payroll
       Service Fees, Health and Welfare Plan Coordinator Fees,
       Medical and Dental Administrative Fees, Disability
       Administration Fees, FSA Administrative Fees, Workers'
       Compensation Premiums, and 401(k) Administrative Fees, and

(iii) maintain and continue to honor the practices, programs,
       and policies available for employees as they were in
       effect as of the bankruptcy filing or as they may be
       modified, amended, or supplemented from time to time in the
       ordinary course of the Debtors' business.

Fox wants the hearing deferred until a committee or other
fiduciary for unsecured creditors is in place.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that the Court deferred decision on a number of
issues in respect of the request to pay employees' wages to allow
for, among other things, the formation of an official committee
of unsecured creditors to review the reasonableness of the
Debtors' requests.

The U.S. Trustee reported during the December 21, 2006, meeting
of creditors, that there was insufficient interest to form a
committee but that she would continue the formation process for
an unspecified time period to find other creditors willing to
serve.  

In the event that an official committee of unsecured creditors
cannot be formed, Fox will encourage U.S. Trustee and the Court
to explore other alternatives, including the creation of a
special committee or the appointment of another fiduciary to
represent the interests of creditors, Ms. Labovitz discloses.

Ms. Labovitz explains that while no individual creditor may have
sufficient interest in the issues raised to conduct the extensive
factual, legal, and industry-focused review that required to
determine whether the Debtors' request is appropriate, it would
be beneficial for the whole creditor body to have some fiduciary
or representative charged with conducting an appropriate review.

Moreover, Ms. Labovitz says the Debtors have not shown a
compelling need for the immediate grant of their request; hence,
it is appropriate to defer a final hearing, as the process of
forming a creditors committee is still ongoing.

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

The Company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).  
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.  (Granite
Broadcasting Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GREEN TREE: S&P Places Default Ratings on Three Housing Trusts
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from three Green Tree-related manufactured housing trusts
to 'D' from 'CCC-'.

The lowered ratings reflect the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  All three classes reported
outstanding liquidation loss interest shortfalls on their recent
payment dates.

Standard & Poor's believes that interest shortfalls for these
transactions will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pools
of collateral, as well as the location of class write-down
interest at the bottom of each transaction's payment priorities
(after distributions of senior principal).

As of the January 2007 payment date, Manufactured Housing Contract
Senior/Subordinate Pass-Thru Trust's series 2001-3 and 1999-3 had
experienced cumulative net losses of 20.33% and 16.72%,
respectively, of their initial pool balances.  As of its December
2006 payment date, Green Tree Financial Corp. Manufactured Housing
Trust 1997-8 had experienced 12.64% in cumulative net losses.

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
    
                          Ratings Lowered
    
         Green Tree Financial Corp. Man Hsg Trust 1997-8

                                Rating
                                ------
                     Class   To        From
                     -----   --        -----
                     B-1     D         CCC-
    
              Manufactured Housing Contract Sr/Sub
                     Pass-Thru Trust 1999-3

                                Rating
                                ------
                     Class   To        From
                     -----   --        -----
                     M-2     D         CCC-
    
              Manufactured Housing Contract Sr/Sub
                   Pass-Thru Certs Series 2001-3

                                Rating
                                ------
                     Class   To        From
                     -----   --        -----
                     M-2     D         CCC-


HAWK CORP: Weak Business Risk Profile Prompts S&P to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hawk
Corporation, including its corporate credit rating to 'B' from
'B+', reflecting the company's somewhat weaker overall business
risk profile following the announcement that Hawk has entered into
a definitive agreement to sell its precision component group.

At the same time, all ratings on the Cleveland-based company were
placed on CreditWatch with negative implications, reflecting the
potentially adverse consequences that could arise from a recently
announced government inquiry.

"While we expect the company's financial profile to remain broadly
unchanged after the asset sale transaction and liquidity to be
adequate, the lower rating reflects Hawk's reduced earnings
diversity and scale of operations, mitigated only partly by
expectations of higher margins and strengthening market positions
in friction products," said Standard & Poor's credit analyst
Gregoire Buet.  Hawk has stated that it intends to use a portion
of the $90 million of expected proceeds to support organic or
external growth in its remaining businesses.  Furthermore, under
bond indentures, Hawk will have to apply nonreinvested proceeds
towards debt reduction, which should support the balance sheet.


INTEGRATED HEALTH: Has Until March 5 to Remove Civil Actions
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extends the period within which IHS Liquidating LLC may file
notices of removal with respect to civil actions pending on
Feb. 2, 2000, through and including March 5, 2007.

The Order is without prejudice to IHS Liquidating's right to seek
further extensions of the period to remove related proceedings.

As reported in the Troubled Company Reporter on Nov. 10, 2006, IHS
Liquidating needed more time to:

    * make fully informed decisions concerning removal of certain
      prepetition actions; and

    * ensure that it will not forfeit its rights under Section
      1452 of the Judiciary Procedures Code.

IHS Liquidating is still in the process of determining which
Prepetition Actions will be litigated or removed pursuant to Rule
9027(a) of the Federal Rules of Bankruptcy Procedure.

IHS Liquidating had recently spent considerable time resolving
disputes with Baltimore County in Maryland and the United States
Trustee.  IHS Liquidating believed it is prudent to preserve the
bankruptcy estate's right to seek removal until the analysis of
those actions is complete.

IHS Liquidating is responsible for litigating, settling or
resolving disputed claims against the Debtors, some of which are
currently pending in various state courts and federal districts.  
Majority of the Prepetition Actions have been resolved through the
claims reconciliation process.

The rights of IHS Liquidating's adversaries will not be prejudiced
by an extension of the removal deadline.  Any party to a
Prepetition Action, which has been removed, may seek remand of
that Action to the state court pursuant to Section 1452(b).

Integrated Health Services Inc. -- http://www.ihs-inc.com/--   
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. D. Del. Case No. 00-00389).  Rotech
Medical Corporation and its direct and indirect debtor-
subsidiaries broke away from IHS and emerged under their own plan
of reorganization on March 26, 2002.  Abe Briarwood Corp. bought
substantially all of IHS' assets in 2003.  The Court confirmed
IHS' Chapter 11 Plan on May 12, 2003, and that plan took effect
September 9, 2003.  Michael J. Crames, Esq., Arthur Steinberg,
Esq., and Mark D. Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays
& Handler, LLP, represent the IHS Debtors.  On September 30, 1999,
the Debtors listed $3,595,614,000 in consolidated assets and
$4,123,876,000 in consolidated debts.  (Integrated Health
Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


INTERNAL INTELLIGENCE: Case Summary & 94 Known Creditors
--------------------------------------------------------
Debtor: Internal Intelligence Service Inc.
        9-25 Alling Street, 1st Floor
        Newark, NJ 07102

Bankruptcy Case No.: 06-22824

Type of Business: The Debtor provides security and
                  investigative services.

Chapter 11 Petition Date: December 20,2006

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Jonathan I. Rabinowitz, Esq.
                  Booker, Rabinowitz, Trenk, Lubetkin, Tully,
                  DiPasquale & Webster, P.C.
                  293 Eisenhower Parkway, Suite 100
                  Livingston, NJ 07039
                  Tel: (973) 597-9100
                  Fax: (973) 597-9119

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 94 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   1199J Pension Fund                          Unknown
   9-25 Alling Street
   Newark, NJ 07102
   Attn: Joseph P. Carpenter

   A Self Storage                              Unknown
   400 West Broadway
   Haledon, NJ 07508

   ADP                                         Unknown
   6001 Broken Sound Parkway, NW, Suite 404
   Boca Raton, FL 33487
   Attn: Avadanian & Adler

   AI Credit                                   Unknown
   1001 Winstead, Suite 500
   Cary, NC 27513

   Allegiance Telecom, Inc.                    Unknown
   P.O. Box 630905
   Baltimore, MD 21263

   Amalgamated Bank                            Unknown
   354 Eisenhower Parkway
   Livingston, NJ 07039
   Attn: Becker Meisel

   American Express                            Unknown
   United Recovery System, LP
   5800 North Course Drive
   Houston, TX 77072

   AT&T                                        Unknown
   1820 East Sky Harbor Circle
   South Phoenix, AZ 85034

   Atlantic Broadband                          Unknown
   Collections Department
   8528 Innovation Way
   Chicago, IL 60682

   Atlantic Shop                               Unknown
   1305 Fenwick Lane
   Silver Spring, MD 20910

   Attar Inc.                                  Unknown
   12925 NW 27th Avenue
   Miami, FL 33167

   Azar                                        Unknown
   Empire Towers, Suite 900
   7310 Ritchie Highway
   Glenburnie, MD 21061

   Azar Brothers Partnership                   Unknown
   Empire Towers, Suite 900
   7310 Ritchie Highway
   Glenburnie, MD 21061
   Attn: David Azar

   Bell South                                  Unknown
   Room 146 N Caldwell
   Charlotte, NC 28272

   Belville Road Business Park, Inc.           Unknown
   933 Belville Road, Suite 103F
   South Daytona Beach, FL 32119
   Attn: Chris Williams

   BP                                          Unknown
   P.O. Box 70887
   Charlotte, NC 28272

   Chase Auto Finance                          Unknown
   1820 East Sky Harbor Circle
   South Phoenix, AZ 85034

   Chaung, Samuel                              Unknown
   305 Broadway, 7th Floor
   New York, NY 10007

   The Check Cashing Store                     Unknown
   10853 Caribbean Boulevard
   Miami, FL 33189

   Chesapeake Training Services                Unknown
   419 Vogts Lane
   Baltimore, MD 21221

   Chrysler Financial                          Unknown
   P.O. Box 1728
   Newark, NJ 07101

   Ciricorp Vendor Finance, Inc.               Unknown
   1615 Brett Road
   New Castle, DE 19720

   Cisco, Inc.                                 Unknown
   7-11 South Broadway
   White Plains, NY 10602

   Cisco, Inc. (AIG)                           Unknown
   1702 Townhurst Drive
   Houston, TX 77043

   City Discount                               Unknown
   1233 West Fiegler Street
   Miami, FL 33139

   Concentra                                   Unknown
   P.O. Box 18277
   Baltimore, MD 21227

   Copy Cat                                    Unknown
   220 West Parkway, Unit 10
   Pompton Plains, NJ 07444

   Day, Joseph P.                              Unknown
   9 East 40th Street
   New York, NY 10016

   Daytona Beach International                 Unknown
   700 Catalina Drive, Suite 300
   Daytona Beach, FL 32114

   Deluxe Business Form                        Unknown
   P.O. Box 742572
   Cincinnati, OH 45274

   Detex                                       Unknown
   302 Detex Drive
   New Braunfels, TX 78130-3099

   District 1199J Pension Fund                 Unknown
   9-25 Alling Street
   Newark, NJ 07102

   Elegant Valet, Inc.                         Unknown
   1 South Main Street
   Lodi, NJ 07644

   Erecovery/NCR                               Unknown
   506 Manchester Expressway, Suite A12
   Columbus, GA 31904

   EZ Check Cashing                            Unknown
   682 Route 440
   Jersey City, NJ 07304

   EZ Pass                                     Unknown
   P.O. Box 52005
   Newark, NJ 07101

   First Trenton Indemnity Co.                 Unknown
   402 Lippincott Drive
   Marlton, NJ 08053

   Florida Power & Light                       Unknown
   P.O. Box 025576
   Miami, FL 33102

   Force One                                   Unknown
   P.O. Box 4235
   Brick, NJ 08723

   Gary Spaier Company                         Unknown
   112 St. Marks Avenue, Suite 1A
   Brooklyn, NY 11217

   GE Corporate Card                           Unknown
   260 North Charles Lindbergh Drive
   Salt Lake City, UT 84116

   GMAC                                        Unknown
   P.O. Box 830069
   Baltimore, MD 21283

   Great American Company                      Unknown
   P.O. Box 741877
   Cincinnati, OH 45274
   
   Horizon Blue Cross                          Unknown
   PNC Bank
   OCR Wholesale
   4D 1738 Route 38 & Gate Drive
   Moorestown, NJ 08057

   The Inger Law Firm, PLLC                    Unknown
   6 Stallion Trail
   Greenwich, CT 06831

   Internal Revenue Service                    Unknown
   P.O. Box 744
   Springfield, NJ 07081-0744
   Attn: Special Procedures

   Intime Solution                             Unknown
   3873 Airport Way
   P.O. Box 9754
   Bellingham, WA 98227

   Joseph P. Day Realty Corp.                  Unknown
   9 East 40th Street
   New York, NY 10016
   Attn: Tim Farrel

   Kaplan, Samuel                              Unknown
   400 West Saratoga Street
   Baltimore, MD 21201

   Kroop & Scheinberg                          Unknown
   South Bay Clumb, Suite 0-1
   800 West Avenue
   Miami Beach, FL 33139

   Market Check Cashing                        Unknown
   501 West Lexington Street
   Baltimore, MD 21201

   The Mechanic Group                          Unknown
   1 Blue Hill Plaza, Suite 530
   P.O. Box 1646
   Pearl River, NY 10965

   Merit Cleaners                              Unknown
   240 Madison Avenue
   New York, NY 10016

   Miami-Dade County                           Unknown
   P.O. Box 350160
   Miami, FL 33135

   Mobile Health                               Unknown
   252 West 37th Street, 8th Floor
   New York, NY 10018

   State of New Jersey                         Unknown
   Division of Taxation
   50 Barrack Street
   P.O. Box 269
   Trenton, NJ 08625

   New York Life Insurance                     Unknown
   75 Remittance Drive
   Chicago, IL 60675

   New York State                              Unknown
   Department of Taxation & Finance
   Building 9
   W.A. Harriman Campus
   Albany, NY 12227-0125

   Nextel                                      Unknown
   P.O. Box 4181
   Carol Stream, IL 60197

   New York State Attorney General             Unknown
   The Capitol
   Albany, NY 12224-0341

   O'Connor's                                  Unknown
   4801 Eastern Avenue
   Baltimore, MD 21224

   OMO Check Cashing Inc.                      Unknown
   1878 Fulton Street
   Brooklyn, NY 11233

   Oxford Health Plans                         Unknown
   48 Monroe Turnpike
   Turnbull, CT 06611

   Paychex                                     Unknown
   20 Waterview Boulevard
   Parsippany, NJ 07054

   Peerless Insurance                          Unknown
   P.O. Box 2051
   Keene, NH 03431

   Pitney Bowes                                Unknown
   2225 American Drive
   Neenah, WI 54956

   Poland Spring                               Unknown
   6661 Dixie Highway, Suite 4
   Louisville, KY 40258

   Progressive Insurance                       Unknown
   P.O. Box 30108
   Palatine, IL 60094

   Purchase Power                              Unknown
   First Express
   Remittance Procedure
   5101 Interchange Way
   Louisville, KY 40229

   Quail, Bernard, W.                          Unknown
   170 Kinnelon Road
   Kinnelon, NJ 07405

   Quill Corp.                                 Unknown
   P.O. Box 94081
   Palatine, IL 60094

   Rapid E. 38th Street Corp.                  Unknown
   204 West 101Street
   New York, NY 10025

   RCD Check Cashing Financial Services        Unknown
   222-224 Duncan Avenue
   Jersey City, NJ 07306

   Redwood Biotech                             Unknown
   3650 Westwind Boulevard
   Santa Rosa, CA 95403

   Safety Light and Stripes                    Unknown
   201 Route 23, S.
   Little Falls, NJ 07424

   Silver-Springs Check Cashing                Unknown
   8432 Georgia Avenue
   Silver Springs, MD 20910

   Solution for Management                     Unknown
   8 East Germantown Pike, Suite 100
   Plymouth Meeting, PA 19462

   Springfield Tires                           Unknown
   622 Springfield Avenue
   Springfield, NJ 07103

   Streamline Voice & Data                     Unknown
   801 North Venetian Drive, Suite 402
   Miami, FL 33139

   Stuart Rabner, Attorney General             Unknown
   State of New Jersey
   P.O. Box 080
   Trenton, NJ 08625-0080

   Superior Air System                         Unknown
   21 Elm Avenue
   Mount Vernon, NY 10050

   T-Mobile                                    Unknown
   5065 Wooster Pike
   Cincinnati, OH 45226

   Tannehill & Associates                      Unknown
   P.O. Box 905
   Oxford, MS 38655

   Totowa Shell                                Unknown
   600 Union Boulevard
   Totowa, NJ 07512

   Tower Cleaner                               Unknown
   234 Market Street
   Newark, NJ 07102

   Town Car                                    Unknown
   245 West 72nd Street
   New York, NY 10023

   TRS Recovery                                Unknown
   5251 Westheimer
   Houston, TX 77056

   Twin City Supermarket                       Unknown
   611 Broadway
   Newark, NJ 07104

   Uniforms Today                              Unknown
   160 East 56th Street, 7th Floor
   New York, NY 10022

   US Express Leasing                          Unknown
   Department 1608
   Denver, CO 80291-1608

   Vector Security                             Unknown
   P.O. Box 89426
   Cleveland, OH 44101

   Verizon                                     Unknown
   11 Wares Lanes
   Menands, NY 11204

   County of Volusia, Florida                  Unknown
   123 West Indiana Avenue
   Deland, FL 32720

   W.B. Mason                                  Unknown
   500 Fifth Avenue, Suite 300
   New York, NY 10110


JAKE & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jake & Associates, Inc.
        dba Jake's Dog House
        1951 Old Cuthbert Road, Suite 307
        Cherry Hill, NJ 08034

Bankruptcy Case No.: 06-22984

Type of Business: The Debtor sells specialty dog and cat
                  items, apparels, toys, and other products.
                  See http://www.jakesdoghouse.com/

Chapter 11 Petition Date: December 27, 2006

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Jeffrey Kurtzman, Esq.
                  Klehr Harrison Harvey Branzbug & Ellers LLP
                  260 South Broad Street
                  Philadelphia, PA 19102
                  Tel: (215) 569-4493

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Business Financial Services                $294,250
   3111 N. University Drive, Suite 899
   Coral Springs, FL 33065

   The Estate of Sujoy Bannerjee              $140,000
   c/o Neal J. Berger, Esq.
   354 Eisenhower Parkway
   Livingston, NJ 07039

   Jeffrey Rosenfeld                           $95,000
   2823 W. Jasper Drive
   Chandler, AZ 85224

   Hedy Fedorka                                $80,000

   Macerich Deptford, LLC                      $69,264

   ADAMAR of New Jersey                        $59,431

   King of Prussia Associates                  $57,893

   Joanne Gallagher                            $40,000

   Karen Curcio                                $38,500

   Travelers Insurance Company                 $29,385

   Conversion Concepts                         $25,693

   M & T Bank                                  $25,000

   Chandra Gangwani                            $25,000

   WS Petprints, Inc.                          $17,329

   Bleznak Organization                        $19,921

   Super-Dog Pet Food Co.                      $16,537

   USAOPOLY                                    $14,091

   Towson Town, LLC                            $13,622

   International Micro Systems                 $13,345

   The Bead Shop                               $13,313


KL INDUSTRIES: Wants to Walk Away from 29 Leases and Contracts
--------------------------------------------------------------
KL Industries Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois in Chicago for authority to reject 29
unexpired leases and executory contracts effective Dec. 31, 2006.

The Contracts include insurance agreements, rental agreements,
equipment leases, and service agreements -- all agreements that
may have been beneficial to the Debtor as an operating entity.  

However, the Debtor tells the Court that it will no longer have a
need for the services or equipment stated in those agreements upon
closing of the Court-approved sale of substantially all of its
assets.

A full-text list of the contracts and leases can be accessed for
free at http://researcharchives.com/t/s?180a

Based in Addison, Illinois, KL Industries Inc. manufactures
springs, assemblies and other products for the automotive and
electronic markets.  The Company does business as KL Spring &
Stamping Division, KL Spring Division, KL Stamping Division, KL
Assembly Division and American Metal Forming Division.  

The Company filed for bankruptcy protection on May 2, 2006 (Bankr.
N.D. Ill. Case No. 06-04882).  Peter J. Roberts, Esq., and Steven
B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin
LLC represent the Debtor in its restructuring efforts.  CM&D
Capital Advisors LLC is the Debtor's financial Advisor.  Daniel J.
McGuire, Esq., at Winston & Strawn LLP represents the Official
Committee of Unsecured Creditors.  In its schedules of assets and
liabilities, the Debtor listed $10,462,451 in total assets and
$11,898,913 in total liabilities.


MESABA AVIATION: Northwest Has 39.5% Equity Stake in MAIR Holdings
------------------------------------------------------------------
According to a regulatory filing with the Securities and Exchange
Commission, Northwest Airlines Corporation beneficially owns
9,769,613 shares of MAIR Holdings, Inc.'s common stock, par value
$0.01 per share.

The number of shares includes 4,112,500 shares of MAIR common
stock issuable upon the exercise of warrants.

In its Schedule 13D/A filing dated December 22, 2006, Northwest
disclosed that it has sole voting and dispositive power over the
shares, which accounts to 39.5% of MAIR's outstanding common
stock.

MAIR's outstanding shares total 24,704,340 as of Dec. 22, 2006.

MAIR is the parent company of Mesaba Airlines, which is currently
in merger talks with Northwest.

                     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.  (Mesaba Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MORTGAGE ASSISTANCE: Sept. 30 Balance Sheet Upside-Down by $1.8MM
-----------------------------------------------------------------
Mortgage Assistance Center Corp. filed with the Securities and
Exchange Commission its financial statements for the three months
ended Sept. 30, 2006.  The company's balance sheet at Sept. 30
showed $3,181,621 in total assets and $5,010,282 in total
liabilities resulting in a stockholders' deficit of $1,828,661.

The company reported a $213,203 net loss on $401,044 of revenues
for the three months ended Sept. 30, 2006, compared with $453,961
net loss on $223,633 of revenues in the comparable period of 2005.

The company's September 30 balance sheet also showed strained
liquidity with $3,034,990 in total current assets available to pay
$4,333,072 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?17f1

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 25, 2006,
Sutton Robinson Freeman & Co. P.C. in Tulsa, Oklahoma, raised
substantial doubt about Mortgage Assistance Center Corporation's
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations, and working capital and stockholders'
deficiencies.

                    About Mortgage Assistance

Mortgage Assistance Center Corporation fka Safe Alternatives
Corporation of America Inc. buys, sells and manages distressed
real estate and non-performing mortgages secured by real estate in
the secondary market in the United States through its subsidiary,
Mortgage Assistance Corporation.  MAC purchases non-performing,
charged-off, sub-prime first and second lien mortgages.  Those
mortgages are secured by real estate, and are typically 90 days to
two years past due at the time MAC buys them.  Those mortgages are
purchased in pools or portfolios of assets from lending
institutions and usually at discounts to the outstanding principal
balance.


MORTGAGE CAPITAL: S&P Upgrades Rating on Class F Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
D, E, and F of Mortgage Capital Funding Inc.'s commercial mortgage
pass-through certificates series 1998-MC3.

Concurrently, ratings were affirmed on four other classes from the
same series.

The raised and affirmed ratings follow the resolution of the
Kranzco Portfolio asset and reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Dec. 18, 2006, remittance report, the collateral pool
consisted of 124 loans with an aggregate principal balance of
$431.1 million, down from 232 loans totaling $908.2 million at
issuance.  The master servicer, Capmark Finance Inc., reported
primarily full-year 2005 financial information for 96% of the
pool, which excludes loans ($53.3 million, 12%) for which the
collateral has been defeased.  Based on this information, Standard
& Poor's calculated a weighted average debt service coverage of
1.54x, up from 1.37x at issuance.  To date, the trust has
experienced eight losses totaling $34.6 million; the loss incurred
on the Kranzco Portfolio asset represents 63% of the cumulative
trust loss.

The top 10 loan exposures have an aggregate outstanding balance of
$132.5 million (31%) and have a weighted average DSC of 1.41x, up
from 1.35x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  Two properties were
characterized as "excellent," while the remaining collateral was
characterized as "good."

There are two REO assets (cumulative exposure of $7.8 million),
one 30-day delinquent loan ($2.9 million), and one loan that is
currently in its grace period ($4.7 million), all of which are
with the special servicer, CWCapital Asset Management LLC
(CWCapital).

Details on the specially serviced assets are:

    -- The Holiday Inn - Murfreesboro loan has an outstanding
       balance of $4.4 million and is currently under the
       bankruptcy plan, which calls for interest-only payments.  
       The loan is secured by a 179-unit lodging property in
       Murfreesboro, Tennessee.  The property recently completed
       a property improvement plan and was put back on the
       Holiday Inn reservation system.

    -- The Comfort Inn - Marietta is a 121-unit REO asset in
       Marietta, Ohio, with an unpaid principal balance of
       $2.9 million and additional advances, including interest
       thereon, totaling $2.0 million.  This amount includes
       funds for room renovations, which allows for the newly
       secured 10-year extension of the Comfort Inn flag.  The
       hotel also signed a new five-year lease with two five-year
       options, with a restaurant tenant (7,500-sq.-ft.), which
       opened in November 2006.  The loan was transferred to the
       special servicer in October 2001.  An appraisal reduction
       amount of $1.6 million is outstanding, based on a June
       2005 appraisal.

    -- The Howard Johnson - Cincinnati is a 120-unit REO asset in
       Cincinnati, Ohio, with a total exposure of $2.9 million.  
       The loan was transferred to the special servicer in
       December 2005 due to imminent default.  CWCapital has
       entered into a franchise agreement with Wyndham Worldwide
       extending the Howard Johnson franchise for 10 years and
       has begun a PIP, which is expected to cost $250,000.  The
       property will be listed for sale once the PIP is complete.

    -- The Executive Plaza is a 112,878-sq.-ft. office property
       in eastern New Orleans with a $229,350 loan balance.  
       Insurance proceeds received as a result of substantial
       damage caused by Hurricane Katrina were used to pay down
       the loan balance, and CWCapital is expecting the borrower
       to execute an eight-month forbearance agreement with the
       trust to allow time to find financing.

Capmark reported a watchlist consisting of 35 loan exposures
($69.3 million, 16%).  The ninth-largest exposure has an
outstanding balance of $6.8 million (2%) and is secured by a 146-
room hotel in San Jose, California.  The loan is on the watchlist
because the property reported a DSC of 0.26x for the nine months
ended September 2005.  The remaining loans on the watchlist appear
there primarily due to DSC or occupancy issues.

Standard & Poor's stressed the specially serviced assets, the
loans on the watchlist, and other loans with credit issues as part
of its analysis.  The resultant credit enhancement levels support
the raised and affirmed ratings.

                        Ratings Raised
     
                  Mortgage Capital Funding Inc.
         Commercial mortgage pass-through certificates
                        series 1998-MC3

                     Rating
                     ------
         Class     To      From   Credit enhancement(%)
         -----     --      ----   ---------------------
         D         AAA     A            22.57
         E         A+      BBB          15.73
         F         BBB+    BB           10.99
     
                        Ratings Affirmed
     
                  Mortgage Capital Funding Inc.
         Commercial mortgage pass-through certificates
                        series 1998-MC3
                
             Class   Rating   Credit enhancement(%)
             -----   ------   ---------------------
             A-2     AAA              56.28
             B       AAA              46.80
             C       AAA              36.79
             X       AAA               N/A
   
                     N/A - Not applicable.


MRO ACQUISITION: S&P Rates $300 Mil. Amended Credit Facility at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Piedmont Hawthorne Holdings
Inc.  In addition, S&P assigned its 'B+' bank loan rating and '3'
recovery rating to MRO Acquisition LLC's (a wholly
owned subsidiary of PHHI) proposed $300 million amended and
restated credit facility, indicating expectations of a meaningful
recovery of principal in the event of payment default.  The
outlook is stable.

"The ratings on PHHI reflect a highly leveraged balance sheet,
weak financial profile, and the competitive and cyclical nature of
the general aviation services market, offset somewhat by the
company's leading positions in markets served," said Standard &
Poor's credit analyst Christopher DeNicolo.  PHHI, which does
business under the Landmark Aviation name, is the second-largest
fixed base operator in North America and a leading provider of
maintenance, repair, and overhaul of engines for general aviation
aircraft, largely business jets.

The company has three operating segments: MRO services (around
50 % of revenues), airport services (40%), and aircraft
completions and modifications (10%).

Revenues increased modestly in 2006 due to higher jet fuel prices
and acquisitions.  Operating margins are acceptable in the high-
single digits.  In the near term, EBITDA coverage of interest is
expected to be 2x-2.5x and funds from operations to debt 10%-15%.  
Leverage is expected to remain high, with lease-adjusted debt to
EBITDA above 5x and debt to capital of around 80%.  Large
acquisitions are not expected, but the purchase of a single site
or small chain FBO is likely.  PHHI does not publicly release
financial information.

PHHI's leading position in FBO and engine MRO services, the
recovery in the business aviation market, and the benefits of
restructuring efforts are likely to offset the company's high debt
leverage, resulting in an overall credit profile that is
consistent with current ratings.  The outlook could be revised to
negative if the recovery in the general aviation market stalls or
leverage increases materially to fund acquisitions.  Although less
likely, the outlook could be revised to positive in the
intermediate term if PHHI's financial profile improves more
quickly than expected, likely as a result of material and
sustained debt reduction.


NATURADE INC: Sept. 30 Balance Sheet Upside-Down by $12.8 Million
-----------------------------------------------------------------
Naturade Inc. filed its third quarter financial statements
for the three months ended Sept. 30, 2006, reporting a $3,136,114
net loss on $1,251,512 of revenues, compared with $453,961 net
loss on $3,559,979 of revenues in the comparable period of 2005.

At Sept. 30, 2006, the company's balance sheet showed $5,200,996
in total assets and $13,138,044  in total liabilities resulting in
$12,837,048 stockholders' deficit.

                      Going Concern Doubt

BDO Seidman, LLP, in Los Angeles, California, raised substantial
doubt about Naturade Inc.'s Inability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2004 and 2003.  The
auditor pointed to the company's recurring operation losses,
net working capital and stockholders capital deficiencies.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?17fd

Headquartered in Brea, California, Naturade Inc.
(OTC BB:NRDCE.OB) -- http://www.naturade.com/-- distributes  
nutraceutical supplements.  The Company filed for chapter 11
protection on Aug. 31, 2006 (Bankr. C.D. Calif. Case No.
06-11493).  Richard H. Golubow, Esq., Robert E. Opera, Esq.
and Sean A. O'Keefe, Esq., at Winthrop Couchot P.C., in Newport
Beach, California, represent the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets of $10,255,402
and debts of $18,427,161.


NBC/AUSTIN WINDRIDGE: Ch. 7 Trustee Taps Porter as Special Counsel
------------------------------------------------------------------
Robbye Waldron, the trustee appointed in NBC/Austin Windridge Ltd.
and NBC/Las Brisas Ltd.'s chapter 7 cases asks permission from the
U.S. Bankruptcy Court for the Southern District of Texas in
Houston to employ Porter & Hedges LLP as his special counsel.

The Trustee expects Porter & Hedges to prosecute claims owned by
one or both of the Debtors, to collect any judgments that may be
obtained, and to represent him in other litigation-related
matters.  The Trustee proposes to designate David R. Jones, Esq.,
of P&H as attorney-in-charge.

Specifically, P&H will:

   a) advise the Trustee with respect to his powers and duties;

   b) assist the Trustee in analyzing claims owned by the estates;

   c) advise the Trustee with respect to the rights and remedies
      of the estates' creditors and other parties-in-interest;

   d) conduct appropriate examinations of witnesses, claimants and
      other parties-in-interest;

   e) prepare appropriate pleadings and other legal instruments
      required to be filed;

   f) represent the Trustee in certain proceedings before the
      Court and in any other judicial or administrative proceeding
      in which the rights of the estates may be affected; and

   g) collect any judgments that might be entered in favor of the
      Trustee.

Mr. Jones discloses that he bills $425 per hour for his services
and his partner, Blake Rizzo, charges $275 per hour.

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

Mr. Jones can be reached at:

     David R. Jones, Esq.
     Porter & Hedges LLP
     1000 Main Street
     36th Floor
     Houston, Texas 77002
     Tel: (713) 226-0600
     Fax: (713) 228-1331

The Court will convene a hearing to consider the Trustee's request
on Jan. 11, 2007, 2:30 p.m., Houston Time, at Courtroom 404,
Fourth Floor, U.S. Courthouse, 515 Rusk Avenue, in Houston, Texas.

Headquartered in Houston, Texas, NBC/Austin Windridge, Ltd., and
its debtor-affiliate, NBC Las Brisas, Ltd., filed for chapter 11
protection on May 2, 2006 (Bankr. S.D. Tex. Case Nos. 06-31901 &
06-80154).  Richard L. Fuqua, II, Esq., at Fuqua & Keim, LLP,
represented the Debtors.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  On Sept. 13,
2006, the Court converted the Debtors' chapter 11 case into
chapter 7 proceeding.  Robbye R. Waldron oversees the Debtors'
liquidation.  He is represented by the law firm of Deirdre Carey
Brown in Houston, Texas.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $10
million and $50 million.


NEENAH FOUNDRY: Gets Requisite Consents from All 11% Note Holders
-----------------------------------------------------------------
Neenah Foundry Company received, on Dec. 27, 2006, the consent
deadline for its 11% Senior Secured Notes due 2010, tenders and
consents for $133.13 million in aggregate principal amount of the
Notes, representing 100% of the outstanding Notes.

As reported in the Troubled Company Reporter on Dec. 20, 2006 the
company launched a cash tender offer and consent solicitation,
with respect to its outstanding $133.13 million in aggregate
principal amount of 11% Senior Secured Notes due 2010, to proposed
amendments to the indenture governing the Notes and to related
collateral documents.

Accordingly, the company intends to execute a supplemental
indenture and amendments to certain of the related collateral
documents to effect the proposed amendments.

The proposed amendments, which will eliminate substantially all of
the covenants and certain events of default in the indenture and
the Notes and amend the indenture and certain related documents,
will become operative when the company accepts for purchase the
tendered Notes.

The total consideration per $1,000 principal amount of Notes that
were validly tendered prior to the Dec. 27, 2006 is $1,092.50,
including a cash consent payment of $30.  All holders of Notes
will receive accrued and unpaid interest on their tendered Notes
up to, but not including, Dec. 27, 2006 for the tender offer and
consent solicitation.

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 limited circumstances.

The tender offer and consent solicitation remains open and is
scheduled to expire at 5:00 p.m., New York City time, on Jan. 17.

The consummation of the tender offer is conditioned upon, among
other things, the consummation of a financing and the availability
of funds therefrom to pay the consideration described above.  If
any of the conditions are not satisfied, Neenah 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.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related
Consent and Letter of Transmittal, copies of which may be obtained
by contacting Morrow & Co., Inc., the information agent for the
tender offer and consent solicitation, at (203) 658-9400 or
(800) 607-0088 (toll free).

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Managers and Solicitation Agents for the
tender offer and consent solicitation: Credit Suisse Securities
(USA) LLC, which may be contacted at (212) 538-0652 or
(800) 820-1653 (toll free), or Banc of America Securities LLC,
which may be contacted at (704) 388-9217 or (888) 292-0070 (toll-
free).

Headquartered in Neenah, Wisconsin, Neenah Foundry Company
-- http://www.nfco.com/-- manufactures and markets iron castings  
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006
Standard & Poor's Ratings Services assigned its 'B' senior secured
rating and its '3' recovery rating to Neenah Foundry Co.'s
proposed $225 million senior secured fixed rate note issuance.
The corporate credit rating on Neenah is B/Stable/--.

As reported in the Troubled Company Reporter on Dec. 19, 2006
Moody's affirmed the Corporate Family rating of Neenah Foundry
Company at B2, and its Probability of Default rating at B2.

Moody's also assigned a B2 rating to the company's new senior
secured notes.


NETWORK INSTALLATION: Posts $627,600 Net Loss in 2006 3rd Quarter
-----------------------------------------------------------------
Siena Technologies, fka Network Installation Corp. filed
its third quarter financial statements for the three months
ended Sept. 30, 2006, showing $12,194,424 in total assets
and $12,759,863 in total liabilities resulting in $565,439
stockholders' deficit.

The company reported a $627,600 net loss on $1,008,571 of
revenues for the three months ended Sept. 30, 2006, compared with
$1,925,165 net loss on $52,234 of revenues in the comparable
period of 2005.

The company's September 30 balance sheet also showed strained
liquidity with $3,600,303 in total current assets available to pay
$4,326,544 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?17ff

                     Going Concern Doubt

Jasper + Hall PC expressed substantial doubt about Network
Installation Corp.'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 Company's
accumulated deficit of $25,168,968 and its generation of losses
from operations.

                  About Network Installation

Headquartered in Irvine, California, Siena Technologies
(OTC BB: SIEN), formerly known as Network Installation Corp.,
through its wholly-owned subsidiary Kelley Technologies, is a
technology company which designs, develops, and integrates
communication technology and system networks for the resort
and gaming industry as well as luxury high-rise condo
developments.


NORTH AMERICAN: Want Court Approval on Settlement with AIG
----------------------------------------------------------
Northern American Refractories Company and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Western District of
Pennsylvania to approve the Settlement Agreement between the
Debtors and AIG Member Companies.

                      Insurance Policies

The AIG Member Companies -- consisting of National Union Fire
Insurance Company of Pittsburgh, Pa. and other subsidiaries and
affiliates of American International Group -- issued certain
insurance policies to the Debtors.

In conjunction with the foregoing insurance policies, AIG and
certain of the Debtors entered into indemnity or similar types of
agreements, termed AIG Risk Management Agreements, wherein the
Debtors caused to be issued for the benefit of AIG certain letters
of credit to secure the Debtors' obligations to AIG for charges,
expenses or other amounts due to AIG under or in relation to the
insurance policies and agreements.

When the Debtors filed for bankruptcy, AIG filed claims relating
to certain obligations of the Debtors under the insurance policies
and agreements.  AIG also filed objections to the Debtors' Plans
of Reorganization relating to, inter alia, the effect of the Plans
on the rights and obligations of Debtors and AIG under the
insurance policies and agreements.

                         Settlement Agreement

The Debtor tells the Court that the Settlement Agreement resolves
the objections raised by AIG to the Plans of Reorganization except
for their objection relating to the creation of the APG Silica
Trust under Global Industrial Technologies, Inc.'s, a debtor-
affiliate, Plan of Reorganization.

The Settlement Agreement also provides for a reduction in the
amount of security the Debtors are required to maintain through
the letters of credit.

The Settlement Agreement further establishes a process by which
AIG will be paid those amounts owed by Debtors pursuant to
Debtors' obligations under the AIG Insurance Policies and AIG Risk
Management Agreements.

Specifically, under the terms of the Settlement Agreement:

    (a) AIG has agreed to reduce or release a total of $3 million
        in the aggregate from certain letters of credit which
        Debtors caused to be issued for the benefit of AIG;

    (b) AIG will withdraw their preliminary and final objections
        to the Debtors' Plans of Reorganization except for their
        objection to creation of the APG Silica Trust; and

    (c) a process is established by which AIG's claims for
        Reimbursable (as defined in the Settlement Agreement) will
        be paid at a rate of 100% up to the pre-settlement value
        of the letters of credit - initially by way of draws
        against the remaining letters of credit and then by
        tendering them to the Reorganized Debtors - and,
        thereafter, at the rate applicable to General Unsecured
        Claims under Class 3-A of both the North American
        Refractories and Global Industrial's Plans of
        Reorganization.

In addition, the Settlement Agreement provides that AIG will not
seek payment from Debtors for Reimbursables arising out of APG
Silica Trust Claims and that, to the extent that the APG Silica
Trust seeks coverage under certain of the AIG Insurance Policies
for APG Silica-Trust Claims, AIG will have the right to offset its
coverage obligations under such policies to the full extent of all
Reimbursables due under the policies as a result of such claims.

The Settlement Agreement also releases AIG from the requirement at
Section 3.4.1 of the respective Plans of Reorganization that they
submit to the Court for purposes of estimation and allowance any
present or future Contingent Claim(s) for Reimbursables associated
with the AIG Insurance Policies, and that such Contingent Claim(s)
shall not be subject to any limitations period established under
the respective Plans of Reorganization to become fixed or
liquidated.

The Debtors contend that the Settlement Agreement should be
approve citing:

    (a) the Settlement Agreement resolves certain objections
        raised by AIG to Global Industrial's Plan of
        Reorganization and all of AIG's objections to North
        American's Plan of Reorganization;

    (b) the Settlement Agreement results in the reduction, by
        $3 million, of the security required to be maintained by
        Debtors pursuant to the AIG Insurance Policies and the AIG
        Risk Management Agreements; and

    (c) the Settlement Agreement establishes a mechanism for the
        use of offsets to satisfy the payment obligations of the
        APG Silica Trust for Reimbursables arising from APG Silica
        Trust Claims against the coverage obligations of AIG
        relating to the claims, thereby eliminating the need for
        the APG Silica Trust to utilize monies held by the APG
        Silica Trust to pay amounts due AIG as the result of
        accessing insurance coverage.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?1802  

             About North American Refractories

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company was engaged in the manufacture and non-
retail sale of refractory bricks and related products.  

The company and its affiliates sought chapter 11 protection on
January 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to asbestos containing products it
manufactured.

James J. Restivo, Jr., Esq., David Ziegler, Esq., and Brian T.
Himmel, Esq., at Reed Smith LLP represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed $27,559,000,000 in assets and $18,634,000,000
in debts.


NORTHWEST AIRLINES: Discloses 39.5% Equity Stake in MAIR Holdings
-----------------------------------------------------------------
According to a regulatory filing with the Securities and Exchange
Commission, Northwest Airlines Corporation beneficially owns
9,769,613 shares of MAIR Holdings, Inc.'s common stock, par value
$0.01 per share.

The number of shares includes 4,112,500 shares of MAIR common
stock issuable upon the exercise of warrants.

In its Schedule 13D/A filing dated December 22, 2006, Northwest
disclosed that it has sole voting and dispositive power over the
shares, which accounts to 39.5% of MAIR's outstanding common
stock.

MAIR's outstanding shares total 24,704,340 as of Dec. 22, 2006.

MAIR is the parent company of Mesaba Airlines, which is currently
in merger talks with Northwest.

                      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.

(Northwest Airlines Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


NORTHWEST AIRLINES: Inks Accord with ALPA Regarding Claim Sale
--------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates and the Air
Line Pilots Association, International, are parties to a
collective bargaining agreement that became effective in December
2004.  In May 2006, ALPA's members ratified an agreement between
the Debtors and the union to modify the CBA.

The U.S. Bankruptcy Court for the Southern District of New York
authorized the Debtors to enter into a modified CBA and certain
related agreements with ALPA in June 2006.  The agreements include
a Bankruptcy Protection Letter that provides, among other things,
that (i) upon the effective date of any plan of reorganization for
the Debtors, and (ii) the Debtors' assumption of the ALPA
Restructuring Agreement, ALPA will have an allowed, general
unsecured, non-voting, prepetition claim in the Debtors' Chapter
11 cases for $888,000,000 in respect of the concessions made by
the union.

In November 2006, ALPA expressed plans to sell a part of the
Claim.

Consequently, the Debtors and ALPA agreed to modify the
Bankruptcy Protection Letter by a Letter of Agreement dated as
of December 15, 2006, and to enter into a Claim Sale Agreement
with ALPA and a purchaser of a portion of the ALPA Claim to
effectuate the transaction.  Specifically, the Debtors propose to
amend the Bankruptcy Protection Letter solely to provide for 20%
of the ALPA Claim to become immediately available to ALPA so that
it can sell the claim to a third party pursuant to the Claim Sale
Agreement.

The Letter of Agreement contemplates that the Debtors will
distribute the proceeds of the sale in the form of employer
contributions to pilot accounts in the Northwest Airlines
Retirement Savings Plan for Pilot Employees to the maximum extent
permitted by law, or directly to individual pilots net of all
applicable income tax withholdings and payroll taxes, which will
be withheld by Northwest and remitted to the appropriate taxing
authorities.

The Letter of Agreement also provides certain restrictions on
ownership of common equity of Northwest to be consistent with the
terms of a Court order regarding the trading of claims and
Northwest equity securities.

The Debtors and ALPA further agree that, for the Northwest pilots
to have the opportunity to receive proceeds from a portion of the
ALPA Claim, the Debtors will make the Purchased Claim available
to ALPA for assignment or transfer under the terms of the Claim
Sale Agreement upon Court approval of the Letter of Agreement.

The Debtors point out that neither the ALPA Claim nor the
Purchased Claim will be allowed for voting purposes.

Accordingly, the Debtors ask the Court to approve and authorize
them to enter into the Letter of Agreement and Claim Sale
Agreement.  A full-text copy of the Letter of Agreement and Claim
Sale Agreement is available free of charge at:

             http://ResearchArchives.com/t/s?1811

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, says the Debtors' request should be approved given the
prices at which claims against the Debtors are currently trading,
the benefit of allowing pilots to make significant contributions
to their retirement plan, and the substantial benefit to the
Debtors, including the good will of its important pilot
constituency.

                  ALPA Supports Debtors' Request

ALPA agrees with the Debtors that their request is in the best
interest of the estate and will greatly benefit pilots by
permitting those choosing to opt in to a current sale of a
portion of the ALPA Claim to take advantage of current prices
and, as and to the extent provided in the Letter Agreement, to
make significant contributions to their retirement plan.

Thus, the ALPA asks the Court to approve the Debtors' request.

                     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.

(Northwest Airlines Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


OMNITECH CONSULTANT: Unable to File Financials Due to BIA Process
-----------------------------------------------------------------
Omnitech Consultant Group Inc., aka Groupe Conseil Omnitech Inc.,
was unable to meet the prescribed deadline of Dec. 28, 2006 for
the filing of its financial statements of the fiscal year ended
Aug. 31, 2006 and of the related management report.

As reported in the Troubled Company Reporter on Nov. 8, 2006, the
company and a few of its subsidiaries, Groupe Cadec inc., Toptech
Groupe Conseil inc. and Groupe de Gestion GCO inc., filed a notice
of intent to make a proposal to their creditors in accordance with
the provisions of the Bankruptcy and Insolvency Act on Oct. 31,
2006.  Subsequently on Nov. 7, 2006, the company's subsidiary
Groupe Isac inc. also filed a notice of intent to make a proposal
to its creditors.  The company expects to file a proposal to its
creditors by the end of January 2007 and to hold a creditors
meeting 21 days later.

Due to the proceedings related to the filing of the notice of
intent, the audit for the financial year ended Aug. 31, 2006 was
not finalized and had to be postponed until after the courts
homologate the approval of the proposal by the creditors, which is
expected to take place within 30 days after the creditors meeting.  
A special shareholders meeting will also be held at that time.

In compliance with CSA Staff Notice 57-301, the company has filed
a Notice of Default for the filing of its financial statements and
has requested that a cease trade order be imposed to its managers
and directors preventing them to negotiate its shares until its
financial statements are filed.  This request was granted today by
the Autorite des Marches Financiers.  During this management cease
trade order, the company's shares will continue to trade on the
TSX Venture Exchange as usual, subject to applicable rules
relating to continuous disclosure obligations during the normal
course of business.

As required by the CSA, the company will file a default status
report every two weeks while the management cease trade order is
in effect.  The company will also file material change reports
containing the same information it provides its creditors
throughout the notice of intent procedure.

It is possible that the Autorite des Marches Financiers may impose
an issuer cease trade order to the company's shares if the company
does not file its annual financial statements for the period ended
Aug. 31, 2006 by Feb. 28, 2007.  The company does not expect to be
able to file its financial statements before mid-June 2007.  An
issuer CTO may be imposed sooner if the company fails to file its
default status reports on time.

With regards to the halt trade requested by the company on
Dec. 20, 2007, the company expected to disclose the acceptation of
a financing offer by a group of investors.  The offer could not
however be accepted as presented since it was not fulfilling some
requirements of the Exchange, but the company continues its
discussions with this group of investors in order to finalize an
investment structure that will meet the requirements of the
Exchange.

              About Omnitech Consultant Group Inc.

Based in Qubec City, Quebec, Omnitech Consultant Group Inc. aka
Groupe Conseil Omnitech Inc. (TSX VENTURE: GCO) offers solutions
as a one-stop-shop in engineering, information technology and
systems maintenance.  GCO integrates new technologies or optimizes
existing systems by applying cutting-edge expertise currently used
in the best practices.


ON ASSIGNMENT: S&P Rates $165 Million Senior Facilities at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Calabasas, California-based temporary
professional staffing provider On Assignment Inc.  The rating
outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to On Assignment's $165 million senior secured first-lien
credit facilities (consisting of a $20 million revolving credit
due January 2012 and a $145 million term loan B due January 2013.)  
The facilities were rated 'B+' (at the same level as the corporate
credit rating) with a recovery rating of
'2', indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a payment default.

Proceeds from the bank debt, in addition to $91 million of cash
and $10 million of On Assignment stock, will be used to fund the
company's $41 million acquisition of Vista Staffing Solutions Inc.
and $200 million acquisition of Oxford Global Resources Inc.

"The 'B+' corporate credit rating reflects On Assignment's
operating concentration in the highly competitive professional
staffing industry, the variable demand for outsourced labor from
hospital clients, the variable supply of travel nurses and
temporary doctors, exposure to the highly cyclical technology
industry, and risk with respect to the acquisition of a company
outside of On Assignment's core health care staffing expertise,"
said Standard & Poor's credit analyst Rivka Gertzulin.  "In
addition, the company has a moderately heavy debt burden and an
acquisitive strategy.  These concerns are partially mitigated by
the company's diversity within the professional staffing industry,
favorable long-term demand for health care professionals, the
company's focus on highly compensated professionals, and the
retention of key executives from the acquired businesses."


ONSTREAM MEDIA: Gets $2.2 Million from Common Shares Issuance
-------------------------------------------------------------
Onstream Media Corporation received approximately $2.2 million
from its recent issuance of approximately 1.5 million common
shares, resulting from the exercise of previously issued warrants
and options.

The exercises took place beginning on December 13, with the
majority occurring on December 21.

In addition, approximately $3.1 million of its 8% convertible
senior and subordinated debentures, representing 59% of the gross
balance outstanding as of June 30, 2006, have been eliminated as a
result of recent conversions into approximately 3.1 million common
shares.

"As a result of the recent market activity in the company's common
stock, many investors holding both common stock purchase-warrants
and convertible debentures have exercised their warrants or
converted their debt, favorably resulting in both a significant
cash infusion and debt reduction," Randy Selman, president and
chief executive officer, said.  "We now have additional capital to
satisfy existing accounts payable, fund recurring capital and
operating expense requirements, and expand our marketing and sales
programs.  As a result of our recently announced Digital Media
Services Platform Web 2.0 technology upgrades, combined with these
expanded marketing and sales programs, we are now well positioned
to accelerate our ongoing efforts to increase our market share of
the 'video on the web' marketplace."

The debenture conversions will result in a one-time non-cash
expense of approximately $1.4 million for the three months ended
Dec. 31, 2006, arising from the write-off of an unamortized debt
discount.  The conversions and the warrant exercises will reduce
the pool of derivatives that the company is required to adjust to
market value each quarter, however the impact on the Dec. 31, 2006
financial statements will depend on, among other things, the
market price of the company's shares at that date.

Based in Pompano Beach, Florida, Onstream Media (Nasdaq: ONSM)
-- http://www.onstreammedia.com/-- is a online service provider  
of live and on-demand communications and digital media services
including encoding, editorial, hosting, digital asset management,
streaming, e-commerce/pay-per-view and distribution via the
Onstream Digital Media Services Platform.  Onstream Media's
pioneering ASP Digital Media Services Platform (DMSP) provides its
customers with the necessary tools for webcasting, web
conferencing, managing digital assets, publishing content on the
Internet and establishing e-commerce storefronts to transact
business online.  All of Onstream Media's services are focused on
increasing productivity and revenues, and reducing capital
expenditures and operational costs of any organization in an
affordable and highly secure environment.

                        Going Concern Doubt

Goldstein Lewin & Co. expressed substantial doubt about Onstream
Media's ability to continue as a going concern after it audited
the Company's financial statement for the fiscal years ended
Sept. 30, 2005 and 2004.  The auditing firm pointed to the
company's significant recurring losses from operations since
inception.


OWNIT MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ownit Mortgage Solutions, Inc.
        aka Oakmont Mortgage Company, Inc.
        aka Secuirty Pacific Home Loans
        aka SPHL
        aka Sugarbeat
        27349 Agoura Road, Suite 100
        Agoura Hills, CA 91301

Bankruptcy Case No.: 06-12579

Type of Business: The Debtor is a subprime mortgage lender,
                  which specializes in making loans to borrowers
                  with poor credit or limited incomes.  It is
                  an HUD-approved lender (U.S. Department of
                  Housing and Urban Development).

Chapter 11 Petition Date: December 28, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Linda F. Cantor, Esq.
                  Pachulski Stang Ziehl Young Jones & Weintraub
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Merrill Lynch LP                   Repurchase         $92,965,222
Holdings, Inc. et al.              Requests
(Merrill Lynch Mortgage Capital
Inc.; Merrill Lynch Mortgage
Lending, Inc.)
4 World Financial Center
12th Floor
250 Vesey Street
New York, NY 10080
c/o Dianne Alexander
Tel: (212) 449-3367
Fax: (212) 236-2388

Terwin Advisors, LLC               Repurchase          $19,025,236
3 Park Avenue, 40th Floor          Requests
New York, NY 10016
c/o Stephanie Natoli
Tel: (212) 218-5802
Fax: (212) 218-5825

Credit Suisse First Boston - DLJ   Repurchase          $12,702,464
Mortgage Capital, Inc.             Requests
Eleven Madison Avenue
4th Floor
New York, NY 10010-3629
c/o Rick Hahn
Tel: (212) 538-1426
Fax: (212) 538-8245

J.P. Mortgage Acquisition Corp.    Repurchase          $11,287,857
c/o Matt Donahoe                   Requests
Tel: (212) 834-3488
[no address provided]

Countrywide Home Loans, Inc.       Repurchase          $11,162,668
31303 West Agoura Road             Requests
Westlake Village, CA 91361
c/o David Lanter
Tel: (818) 874-8871
Fax: (818) 707-4960

Credit Based Asset Servicing       Repurchase           $8,617,990
and Securitization, Inc.           Requests
4828 Loop Central Drive
Houston, TX 77081
c/o Renona Lynn Smith
Tel: (713) 561-8390
Fax: (713) 960-0539

GMAC Residential Funding           Repurchase           $5,000,000
5085 Upper Pack River Road         Requests
Sandpoint, ID 83864
c/o Martha Forget, Director
Tel: (208) 265-5470

Nomura Credit & Capital, Inc.      Repurchase           $3,875,225
2 World Financial Center           Requests
Building B
New York, NY 10281-1198
c/o James Depalma
Tel: (212) 667-9300
Fax: (212) 667-1058

Security Pacific Home Loans        Unsecured Note       $2,150,000
1907 Country Lane
Pasadena, CA 91107
c/o Nectar Kalajian
Tel: (626) 405-4301
Fax: (866) 240-2727

Indymac Bank F.S.B.                Repurchase             $960,497
3465 East Foothill Boulevard
Pasadena, CA 91107
c/o Jim Banks
Tel: (626) 535-8007
Fax: (626) 535-7847

Gallagher Financial                Trade Claim            $544,041
Systems, Inc.
7301 Southwest 57th Court
Suite 570
South Miami, FL 33143
Tel: (800) 989-9998
Fax: (305) 665-0547

MDA Mindbox, Inc.                  Trade Claim            $369,226
300 Drakes Landing, Suite 155
Greenbrae, CA 94904
Tel: (877) 650-6463
Fax: (415) 785-3055

Lehman Brothers Bank               Repurchase             $366,500
745 Seventh Avenue, 24th Floor
New York, NY 10019
Tel: (212) 526-4184
Fax: (646) 758-2446

Diners Club                        Trade Claim            $271,330
P.O. Box 6575
The Lakes, NV 88901
Tel: (310) 663-4205
Fax: (816) 505-6241

HSBC Mortgage Services             Repurchase Requests    $258,692
DSM Mortgage Acquisitions
c/o Chad Santander
Tel: (707) 763-1923

Nectar Kalajian                    Employee Claim         $227,187

Sourcecorp                         Trade Claim            $216,817

Bear Stearns                       Repurchase Requests    $212,919
EMC Mortgage Corporation

Cloverlink Systems, Inc.           Trade Claim            $191,132

Edward Cameron King                Employee Claim         $159,135


PATRON SYSTEMS: Posts $1.1 Mil. Net Loss for Qtr. Ended Sept. 30
----------------------------------------------------------------
Patron Systems Inc. filed its third quarter financial statements
for the three months ended Sept. 30, 2006, reporting a $1,156,877
net loss on $276,825 of revenues for the three months ended
Sept. 30, 2006, compared with $12,398,845 net loss on $93,457
of revenues in the comparable period of 2005.

At Sept. 30, 2006, the company's balance sheet showed $11,481,908
in total assets and $5,556,489 in total liabilities and a
$5,925,419 stockholders' equity.

In addition, the company incurred a net loss of $7,053,184
for the nine months ended Sept. 30, 2006, which includes an
aggregate of $1,436,574 of non-cash charges including the
conversion option cost for bridge note and subordinated note
holders, non-cash interest expense, the amortization of deferred  
compensation and the charge for stock option based compensation.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?17f0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Patron
Systems, Inc.'s ability to continue as going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The accounting firm pointed to the Company's net
losses incurred since its inception, its working capital
deficiency and the numerous litigation matters it is involved
with.

                       About Patron Systems

Headquartered in Boulder, Colorado, Patron Systems, Inc. --
http://www.patronsystems.com/-- offers integrated enterprise  
email and data security and enforceable compliance. The Company's
suite of Active Message Management(TM) products addresses eform
creation, capture, sharing, and manages data in an industry
standard format as well as providing solutions for mailbox
management, email policy management, email retention policies,
archiving and eDiscovery, proactive email supervision, and
protection of messages and their attachments in motion and at
rest.


PERFORMANCE TRANSPORT: Powers Wants Claim Estimated at $2 Million
-----------------------------------------------------------------
Chris Powers, a personal injury claimant with a pending lawsuit
in the Superior Court in and for the County of Maricopa, in
Arizona, asks the Honorable Michael J. Kaplan of the U.S.
Bankruptcy Court for the Western District of New York to have his
claim estimated at the asserted amount of $2,000,000, for purposes
of voting in Performance Transportation, Inc. and its debtor-
affiliates' Second Revised First Amended Joint Plan of
Reorganization.

Francis P. Weimer, Esq., at Aaron, Dautch, Sternberg & Lawson,
LLP, in Buffalo, New York, contends that the Debtors objected to
Mr. Powers' claim in the assertion that their books have no
records of the claim.  However, Mr. Weimer asserts that on
multiple occasions, the Debtors acknowledged the existence of the
pending Arizona Action.  He adds that Mr. Powers' claim has not
been reduced to a sum because of the Debtors' success in
convincing the Court that the claim, which had been ready for
trial, should not be allowed to proceed to trial.

"The Debtors have done everything in [their] power to prolong a
final adjudication of the Powers' claim," Mr. Weimer says.
[They] have aggressively opposed Powers' request for stay relief
over the last six months."

Mr. Weimer argues that granting stay relief to Mr. Powers will
not "open the flood gates" of potential claims because there are
only two other injury claims asserted against the Debtors, and
thus, the claims could not have material effect on the Debtors'
business and financial conditions.

Mr. Weimer also asserts that it is unfair to deny Mr. Powers the
rights afforded to injured parties under state and federal laws.
He adds that it is equally unjust to deny Mr. Powers to get
involved in the Debtors' bankruptcy proceeding, vote in a
Reorganization Plan, and participate in subsequent distributions.

                         *     *     *

Pursuant to the Confirmation Order, to the extent Mr. Powers has
a right to insurance or any letter of credit on his claims, Judge
Kaplan rules that Mr. Powers will not be a party to Class 5 under
the Plan.  However, to the extent Mr. Powers is not entitled to
insurance letters of credit on behalf of his claims, Mr. Powers
will be a party to Class 5 under the Plan to the extent he is
ultimately determined to have an allowed claim.

                About Performance Transportation

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.  (Performance Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


PIEDMONT HAWTHORNE: S&P Affirms B+ Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Piedmont Hawthorne Holdings
Inc.  In addition, S&P assigned its 'B+' bank loan rating and '3'
recovery rating to MRO Acquisition LLC's (a wholly
owned subsidiary of PHHI) proposed $300 million amended and
restated credit facility, indicating expectations of a meaningful
recovery of principal in the event of payment default.  The
outlook is stable.

"The ratings on PHHI reflect a highly leveraged balance sheet,
weak financial profile, and the competitive and cyclical nature of
the general aviation services market, offset somewhat by the
company's leading positions in markets served," said Standard &
Poor's credit analyst Christopher DeNicolo.  PHHI, which does
business under the Landmark Aviation name, is the second-largest
fixed base operator in North America and a leading provider of
maintenance, repair, and overhaul of engines for general aviation
aircraft, largely business jets.

The company has three operating segments: MRO services (around
50 % of revenues), airport services (40%), and aircraft
completions and modifications (10%).

Revenues increased modestly in 2006 due to higher jet fuel prices
and acquisitions.  Operating margins are acceptable in the high-
single digits.  In the near term, EBITDA coverage of interest is
expected to be 2x-2.5x and funds from operations to debt 10%-15%.  
Leverage is expected to remain high, with lease-adjusted debt to
EBITDA above 5x and debt to capital of around 80%.  Large
acquisitions are not expected, but the purchase of a single site
or small chain FBO is likely.  PHHI does not publicly release
financial information.

PHHI's leading position in FBO and engine MRO services, the
recovery in the business aviation market, and the benefits of
restructuring efforts are likely to offset the company's high debt
leverage, resulting in an overall credit profile that is
consistent with current ratings.  The outlook could be revised to
negative if the recovery in the general aviation market stalls or
leverage increases materially to fund acquisitions.  Although less
likely, the outlook could be revised to positive in the
intermediate term if PHHI's financial profile improves more
quickly than expected, likely as a result of material and
sustained debt reduction.


PLATINUM ENT: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Platinum Enterprises Inc.
        1401 Lake Street
        Addison, IL 60101

Bankruptcy Case No.: 06-17368

Chapter 11 Petition Date: December 29, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Michael J. Davis, Esq.
                  Springer, Brown, Covey, Gaertner, & Davis
                  400 South County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000 Ext. 29
                  Fax: (630) 510-0004

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Illinois Dept. of Revenue     Sales tax owed          $1,341,970
Bankruptcy Section
100 West Randolph Street
Chicago, IL 60602

Oxford Bank and Trust         All assets of             $562,000
1111 West 22nd Street         company
Suite 500                     Value of security:
Oak Brook, IL 60523           $50,000

Network Auto Brokers          Trade debt                 $13,270
1501 Joliet Street #21
Dyer, IN 46311

HSBC                          Trade debt                  $4,000

American Express              Trade debt                  $2,820

Chicago Tribune               Trade debt                  $1,387

UPS                           Trade debt                    $216

ADT                           Trade debt                    $189

Carnica                       Trade debt                 Unknown


PTS INC: Posts $291,784 Net Loss for Quarter Ended September 30
---------------------------------------------------------------
PTS, Inc., has filed its second quarter financial statements for
the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission.

For the three months ended Sept. 30, 2006, the company reported a
$291,784 net loss on $248,577 of sales, compared with a $376,451
net loss for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1,955,422
in total assets $2,283,769 in total liabilities, and $4,620 in
minority interest, resulting in a $332,967 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $280,774 in total current assets available to pay
$1,746,752 in total current liabilities.

A full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1800

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 2, 2006,
Lynda R. Keeton CPA, LLC, in Las Vegas, Nevada, raised substantial
doubt about PTS Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
company's failure to generate capital and net losses.

                           About PTS Inc.

PTS, Inc., manufactures and distributes paraplegic and
quadriplegic apparatus known in the market as Glove Box.  The
company also offers consulting services for marketing production
design through third party contractors.


RAPID PAYROLL: Unsecured Creditors to Get 100% of Allowed Claim
---------------------------------------------------------------
Rapid Payroll Inc. delivered an Amended Disclosure Statement
describing its Amended Chapter 11 Plan of Reorganization to the
U.S. Bankruptcy Court for the Central District of California.

The Plan is co-proposed by the Debtor's corporate parent Paychex
Inc.

With the exception of Paychex of New York LLC, an affiliate, the
Debtor proposes to pay 100% of the allowed claim amounts of the
holders of Class 1 General Unsecured Claims.  Additionally, the
Debtor proposes to pay the General Unsecured Claimants interest
from May 4, 2006, to the date of payment, at whatever interest
rate may be applicable to any judgment underlying the claimants'
claims.

Paychex of New York holds a general unsecured claim totaling
$23,361,474.  Pursuant to an agreement with the Debtor, upon
confirmation of the Plan, PoNY will defer receipt of any
consideration on account of its claim until all other Class 1
Claimants have been paid.

General Unsecured Claimants, excluding PoNY, will also receive the
source code for licensed software.

Furthermore, General Unsecured Claimants who have been granted
relief under Sec. 362(a) of the Bankruptcy Code will be permitted
to pursue their claims against the Debtor to a final, non-
appealable judgment.  In the event that the final non-appealable
judgment in favor of any Class 1 Claimant exceed the amount paid
to any claimant under the Plan, Paychex will, within 30 days of a
claim becoming a final allowed claim, provide for payment of the
amount by which judgment exceeds the amount paid to any claimant
under the Plan.

Prior to the effective date of the Plan, the Debtor may seek
reconsideration under Rule 3008 of the Federal Rules of Civil
Procedure, as to those claims for which the Bankruptcy Court has
allowed prepetition interest.

The Debtor has no secured creditors.  Paychex Inc., the 100% owner
of the Debtor, will retain its prepetition interest in the Debtor.

Distributions under the Plan will be funded by the Debtor's
$3,336,678 cash on hand as of Sept. 30, 2006.  The amount will be
supplemented by the liquidation of the Debtor's assets estimated
at $43,000.  The Debtor has also obtained the commitment of its
affiliates to fund the difference between its cash on hand and the
amounts necessary to fund the Plan.

                        About Rapid Payroll

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC serves as the Debtor's counsel.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between
$10 million and $50 million.


REMOTEMDX INC: Hansen Barnett Raises Going Concern Doubt
--------------------------------------------------------
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about RemoteMDx Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Sept. 30, 2006.  Thee auditing firm pointed to
the company's recurring operating losses and accumulated deficit.

RemoteMDx Inc. reported a $24.4 million net loss on $1.1 million
of sales for the year ended Sept. 30, 2006, compared with an
$11.5 million net loss on $861,868 of sales for the year ended
Sept. 30, 2005.

The increase in revenues is due primarily to the company beginning
to generate revenue from TrackerPAL, a tracking device, which is
being used to monitor convicted offenders in the criminal justice
system.

The increase in net loss is due primarily to expenses associated
with the development of the TrackerPAL device for parolees,
related increase in selling, general and administrative expenses
and interest expense.

The increase in selling, general and administrative expenses is
attributable primarily to an increase in non-cash compensation
expense, while the increase in interest expense resulted primarily
from the issuance of common stock and options granted in
connection with debt instruments.

At Sept. 30, 2006, the company's balance sheet showed
$12.2 million in total assets, $6.2 million in total liabilities,
$3.6 million in series A preferred stock, and $2.3 million in
total stockholders' deficit.

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?1803

                          About RemoteMDx

Headquartered in Sandy, Utax, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- together with its subsidiaries,  
markets and sells patented wireless location technologies and
related monitoring services, as well as develops, markets, and
sells personal security, senior supervision, and monitoring
services in the United States.  The company's products include
MobilePAL, a mobile emergency response device that locates persons
in distress and dispatch the closest emergency services to their
location, and TrackerPAL, a tracking device, which is used to
monitor convicted offenders in the criminal justice system.  The
company also sells medical diagnostic stains and equipment to
laboratories throughout the United States.


ROYAL YACHT: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Royal Yacht Club, LLC
        964-182nd Avenue East
        Saint Petersburg, FL 33708

Bankruptcy Case No.: 06-07320

Type of Business: The Debtor owns a resort consisting of 86 units
                  and 2 penthouses.  The Debtor acts as a leasing
                  agent for 29 of the resort units.

Chapter 11 Petition Date: December 21, 2006

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Total Assets: $19,175,000

Total Debts:  $7,218,000

Debtor's Five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Joseph Jorgensen                   Loans                 $500,000
13030 Gulf Boulevard
Saint Petersburg, FL 33708

Martin & Gloria Drillich           Loans                 $500,000
964-182nd Avenue East
Saint Petersburg, FL 33708

Tom Lyons/Global Connections       Loans                 $400,000
5320 College Boulevard
Overland Park, KS 66211

Romano Construction                Renovations           $290,000
13710-49th Street, North, Unit G
Clearwater, FL 33762

Martin Drillich                    Salaries              $178,000
964-182nd Avenue East
Saint Petersburg, FL 33708


SAINT VINCENTS: Inks Stipulation with DCI Resolving Objection
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
Affiliates and Dialysis Clinic, Inc., in a stipulation approved by
the U.S. Bankruptcy Court for the Southern District of New York,
agree that:

   (1) payment has been sent to DCI for postpetition charges
       incurred during the month of August 2006;

   (2) immediately after the Staten Island closing date, the
       Debtors will pay DCI:

         (i) $63,917 for September 2006;
        (ii) $59,602 for October 2006; and
       (iii) $55,812 for November 2006;

   (3) the Debtors will pay all invoices for services rendered by
       DCI subsequent to November 2006 and prior to the Staten
       Island Closing Date in the ordinary course of business;
       and

   (4) DCI's objection is resolved in its entirety.

                      DCI's Objection

The Debtors had delivered to the Court a corrected second amended
schedule of contracts and leases to be assumed in connection with
the sale of their Staten Island Hospital and other related
assets.

A full-text copy of the five-page Corrected Second Amended
Assumption Schedule is available for free at:

              http://ResearchArchives.com/t/s?1812
   
DCI a creditor and party-in-interest, objected to the corrected
second amended assumption schedule as it fails to account for
various postpetition invoices that remain due and payable pursuant
to the terms of an acute dialysis agreement dated September 28,
2001.  

Andrew H. Sherman, Esq., at Sills Cummis Epstein & Gross, P.C.,
in New York, said DCI does not object to the amount listed on the
Corrected Schedule for prepetition defaults but wants to make
sure that the Debtors satisfy all postpetition obligations prior
to an assumption and assignment.

Mr. Sherman disclosed that the Debtors must promptly cure or
provide adequate assurance that they will cure:

   (a) $319,190 for prepetition services;

   (b) $237,708 for postpetition services through November 2006;
       and

   (c) any unpaid amounts for December 2006 through the actual
       date of assumption and assignment.

                        About SVCMC

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


SANTA FE: Hearing on Exclusive Period Extensions Moved to Feb. 27
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware adjourned, to Feb. 27, 2007, the hearing to consider
Santa Fe Minerals Inc. and its sole shareholder, 15375 Memorial
Corporation's request to extend their exclusive periods to file a
chapter 11 plan and solicit acceptances of that plan.

Judge Gross also ordered that the Debtors exclusive periods are
extended to include the Hearing Date and up to a time after the
Hearing Date when the Court acts upon the request.

                  Exclusive Periods Extension

The Debtors had asked the Court to extend their exclusive period
to file a plan until Mar. 14, 2007, and exclusive period to
solicit acceptances of that plan until May 13, 2007.

The Debtors disclose that the bulk of their activity has consisted
of litigation including:

    * Adversary Proceeding No. 06-50822 commenced by Santa Fe
      against BEPCO, L.P., fka Bass Enterprises Production
      Company, wherein Santa Fe seeks, inter alia, to
      preliminarily enjoin Bass from taking further actions to
      assert for itself claims that are property of the Debtors'
      estates and with respect to which Santa Fe submits Bass'
      post-petition actions constituted willful violations of the
      automatic stay;

    * the request of GlobalSantaFe Corporation, Entities Holdings,
      Inc. and GlobalSantaFe Corporate Services, Inc., to
      intervene in the Adversary; and

    * Bass' motions to dismiss, abstain, stay, convert, appoint a
      trustee, appoint and examiner, etc.

The Debtors further disclose that its request to enter into a
management agreement and obtain credit from GlobalSantaFe
Corporate and application to retain a special counsel drew
objections from Bass.

The Debtors relate that hearings have been scheduled for Jan. 24
and 25, 2007, regarding the Bass matters.

The Debtors say however that despite their attention being
diverted to the litigation, they have begun formulating and
drafting a proposed plan of reorganization.

The Debtors submit that they be given time until after the January
hearings to file a plan of reorganization.

                    About Santa Fe Minerals

Headquartered in Houston, Texas, 15375 Memorial Corporation is the
sole shareholder of Santa Fe Mineral, Inc.  Santa Fe Minerals is a
Wyoming based corporation dissolved in 2000.  Under Wyoming law,
creditors of a dissolved corporation can recover their debts from
the dissolved corporation's shareholders, up to the value of the
assets that each shareholder received at the dissolution.

15375 Memorial and Santa Fe Minerals filed for chapter 11
protection on Aug. 16, 2006 (Bankr. D. Del. Case Nos. 06-10859 &
06-10860).  John D. Demmy, Esq., at Stevens & Lee, P.C.,
represents the Debtors.  No Official Committee of Unsecured
Creditors have been appointed in the Debtors' cases.  When the
Debtors filed for protection from their creditors, they estimated
their assets between $100,000 to $500,000 and liabilities of more
than $100 million.


SCIENTIFIC GAMES: S&P Rates Proposed $200 Mil. Senior Loan at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and its '2' recovery rating to Scientific Games Corp.'s
proposed $200 million senior secured term loan E due Dec. 23,
2009, reflecting the expectation lenders would likely achieve
substantial (80%-100%) recovery of principal in upon a payment
default.  Proceeds from the proposed term loan will be used to
refinance amounts outstanding under the company's existing
revolving credit facility.

All other ratings on the New York City-headquartered lottery and
pari-mutuel operator were affirmed, including its 'BB' corporate
credit rating.  The outlook is stable. Scientific Games had about
$882 million in debt outstanding as of Sept. 30, 2006.


SECURITY AVIATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Security Aviation, Inc.
        6121 South Airpark Place
        Anchorage, AK 99502

Bankruptcy Case No.: 06-00559

Type of Business: The Debtor provides air charter services.
                  See http://www.securityaviation.biz/

Chapter 11 Petition Date: December 21, 2006

Court: District of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Cabot C. Christianson, Esq.
                  Christianson & Spraker
                  911 West 8th Avenue, Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907) 258-2026

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
AVCARD                                     $273,065
P.O. Box 847901
Baltimore, MD 21279

American Air Network, Inc.                  $77,620
3600 W. Int'l Airport Rd., #6
Anchorage, AK 99502

Bank of America                             $51,982
P.O. Box 60069
City of Industry, CA 91716

BCI Aircraft Leasing, Inc.                  $37,000
100 E. Thousand Oaks Blvd., Ste. 295
Thousand Oaks, CA 91360

Universal Weather & Aviation, Inc.          $11,512

Helicopter Specialists                      $11,075

Mikunda Cottrell & Co.                      $10,305

Richmond & Quinn                             $8,372

Jackson Wade & Blenck, LLC                   $6,768

Flight Explorer                              $4,380

Morris Communications                        $4,084

Hot Wire Communications                      $3,813

Kropp Holdings                               $3,578

Universal Avionics Systems Corp.             $2,750

Advantage Flight Solutions, LLC              $2,329

Alaska Business Publishing                   $2,315

Marketing Solutions                          $2,281

World Fuel Services                          $1,537

WSI Corporation                              $1,434

Comtrsys, Inc.                               $1,425



SERACARE LIFE: Hires FBG as Special Balloting & Noticing Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave SeraCare Life Sciences, Inc., and the Ad Hoc Committee of
Equityholders Committee authority to employ Financial Balloting
Group LLC as special balloting and noticing agent.

As reported in yesterday's Troubled Company Reporter, the Debtor
and the Ad Hoc Committee, as Joint Plan Proponents, submitted to
the Court an Amended Disclosure Statement explaining their Amended
Joint Plan of Reorganization.

The Plan Proponents say that they have filed a joint motion to
approve solicitation and voting procedures, setting forth proposed
solicitation and noticing procedures to facilitate consideration
of the Joint Disclosure Statement and the Joint Plan.  The Plan
Proponents relate that FBG will assist them in distributing
required documents to holders of the Debtor's public equity
securities and to assist the Plan Proponents in performing other
Joint Plan-related solicitation services, such as noticing,
consultation and vote tabulation services, with respect to holders
of the Debtor's public equity securities.

As special balloting and noticing agent, FBG is expected to:

    a. provide advice to the Plan Proponents and their counsel
       regarding all aspects of Joint Plan solicitation, including
       timing issues, voting, tabulation and subscription
       procedures, and documents needed for the solicitation;

    b. review the voting portions of the Joint Disclosure
       Statement, ballots, subscription forms, and other
       documents, particularly as they relate to beneficial owners
       of securities held in "street name;"

    c. work with the Plan Proponents to request appropriate
       information from the transfer agent for the common stock of
       the Debtor and The Depository Trust Company;

    d. in connection with the rights offering, establish an
       interest bearing account to receive subscription funds, and
       work with DTC to establish the rights offering on DTC's
       ASOP system;

    e. mail appropriate documents to registered holders of
       securities;

    f. coordinate the distribution of voting and subscription
       documents to "street name" holders of voting securities by
       forwarding the appropriate documents to the banks and
       brokerage firms, or their agents, holding the securities,
       who in turn will forward them to beneficial owners for
       voting and action;

    g. distribute copies of master ballots to the appropriate
       nominees, after the initial distribution of documents, so
       that firms may cast votes on behalf of beneficial owners;

    h. prepare a certificate of service for filing;

    i. handle requests for documents from parties in interest,
       including brokerage firms and bank back-offices and
       institutional holders;

    j. respond to telephone inquiries from security holders
       regarding the Joint Disclosure Statement and the voting
       procedures;

    k. if requested to do so, FBG will make telephone calls to any
       known beneficial owners or registered holders of bonds to
       confirm receipt of Joint Plan documents and respond to
       questions about the voting procedures;

    l. receive and examine all ballots and master ballots cast by
       common stockholders and other voting parties, if any.  FBG
       will date and time-stamp the originals of all such ballots
       and master ballots upon receipt;

    m. tabulate all ballots and master ballots received prior to
       the voting deadline in accordance with established
       procedures, and prepare a vote certification for filing.

    n. undertake other duties as may be agreed upon by the Plan
       Proponents and FBG.

In accordance with the Engagement Letter, FBG will be compensated
through:

    A. Balloting and Tabulation

       * For balloting services, FBG will charge a project fee of
         $15,000 for the solicitation of the holders of common
         stock.

       * For the mailing to any registered holders of voting
         securities, FBG will charge at $1.75 - $2.25 per
         solicitation package, depending on the complexity of the
         mailing, with a minimum charge of $500 per file.

       * FBG will charge a minimum fee of $2,000 to respond to 250
         telephone calls from security holders within a 30-day
         solicitation period.  If more than 250 calls are received
         within the solicitation period, FBG will charge the
         Debtor $8 per additional call.  In addition, FBG will
         charge $8 per call for calls made to security holders.

       * FBG will charge $125 per hour for the tabulation of
         ballots and master ballots, plus set up charges of $1,000
         for each tabulation element (e.g., each CUSIP, ISIN or
         plan class).  FBG also will charge its customary hourly
         rates of $65 to $410 for any time spent by senior
         executives reviewing and certifying the tabulation and
         dealing with special issues that may develop in the
         solicitation process.

       * FBG will charge the Debtor for consulting services at
         FBG's customary hourly rates.

    B. Notice Mailings

       * With respect to mailings to registered record holders of
         equity securities, FBG will charge $0.50 - $0.65 per
         holder, for up to two paper notices included in the same
         envelope, with a minimum of $250 per file.

       * With respect to mailings to holders of common stock in
         "street name," FBG will charge a fee of $3,500.

    C. Out of Pocket Expenses

       * Consistent with FBG's policy, FBG will charge the Debtor
         for reasonable charges and disbursements incurred in the
         rendition of services.

The Debtor and the Ad Hoc Committee assures the Court that FBG is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological   
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., Peter W. Lianides, Esq., and Sean A.
O'Keefe, Esq., at Winthrop Couchot represent the Debtor.  The
Official Committee of Unsecured Creditors selected Henry C.
Kevane, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, as its counsel.  Thomas E. Patterson,
Esq., and Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff &
Stern LLP, Mark I. Bane, Esq., and D. Ross Martin, Esq., at Ropes
& Gray LLP, represent the Ad Hoc Committee of Equityholders.  When
the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


STT LAND: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------
Debtor: STT Land LLC
        620 Newport Center Drive, 14th Floor
        Newport Beach, CA 92660

Bankruptcy Case No.: 06-12444

Type of Business: The Debtor invests in stock and real estate
                  property.

Chapter 11 Petition Date: December 26, 2006

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Alan J. Friedman, Esq.
                  Irell & Manella
                  840 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 760-0991

Debtor's financial condition as of December 26, 2006:

      Total Assets: $12,829,800

      Total Debts:   $6,386,619

Debtor's Five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
M.N. Patel                         Loan                  $944,354
60 Shoreridge
Newport Coast, CA 92657
Tel: (949) 719-9200

PBP Hotel Corporation              Loan                  $430,107
620 Newport Center Drive
14th Floor
Newport Beach, CA 92660
Tel: (949) 610-8000

Tarsadia Hotels                    Management Fee         $47,000
620 Newport Center Drive
14th Floor
Newport Beach, CA 92660

Solana Vista Consulting            Consulting Fee         $35,000
12625 High Bluff Drive
San Diego, CA 92130

Gary Greene                        Invoice                 $7,640
4590 MacArthur Boulevard
Suite 600
Newport Beach, CA 92660


SUNSCAPE CONDOS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sunscape Condominiums, LLC
        7222 West Deer Springs Way
        Las Vegas, NV 89131

Bankruptcy Case No.: 06-14048

Chapter 11 Petition Date: December 27, 2006

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Ambrish S. Sidhu, Esq.
                  Zachariah Larson, Esq.
                  Larson & Stephens
                  810 South Casino Center Boulevard, Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169

Total Assets: $1,301,000

Total Debts:  $1,357,136

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Home Depot Supply             Business expense          $154,955
Attn: Bankruptcy Dept./
Managing Agent
P.O. Box 509058
San Diego, CA 92150-9058

Rodney A. Johnson             1515 E. Reno Avenue       $105,689
Attn: Bankruptcy Dept./       Unit B101
Managing Agent                Clark County
                              APN: 162-26-212-013
                              Value of Security:
                              $161,000
                              Senior lien:
                              $62,186

Realty Management, Inc.       Business expense          $105,582
Attn: Bankruptcy Dept./
Managing Agent
630 Trade Center Drive
Las Vegas, NV 89119

The Painting Co., LLC         Business expense           $67,839

Metro Marketing & Sales       Business expense           $61,600

State of Nevada               Sate per unit fee          $44,000
                              for Reserve Study
                              Contributions for
                              Condo conversions

Aguilar Landscaping           Business expense           $37,938

Cabiles Air, Inc./            Business expense           $32,000
Extreme Air, Inc.

Color Country Construction    Business expense           $28,128

Nevada Associated Services    Collection Agency          $28,000
                              for back HOA dues

Westcoast Shutter & Blinds    Business expense           $18,468

Mr. Electric                                             $16,585

Metro Seminars                Business expense           $13,200

Redesigning Surfaces, Inc.    Business expense           $12,250

Tempe Decorating Center       Business expense            $9,089

Rodney A. Johnson             151 E. Reno Avenue          $7,220
Trustee of the Jerelyn A.     Unit B101
Johnson Trust                 Clark County
                              APN: 162-26-212-013
                              Value of Security:
                              $161,000
                              Senior lien:
                              $167,875

Albert & Katherine Mitchell   1515 E. Reno Avenue         $5,415
                              Unit B101, Clark
                              County
                              APN: 162-26-212-013
                              Value of Security:
                              $161,000
                              Senior lien:
                              $175,095

Lillian Qhieng                                            $5,400

Wholesale Paint               Business expense            $4,750

Lone Star Enterprises, LLC    Business expense            $4,572


TANK SPORTS: Inks Definitive Pact to Buy Redcat Motors
------------------------------------------------------
Tank Sports signed a definitive agreement with Darin and Michelle
Oreman of Hexagon Financial, LLC to acquire LowPrice.com, Inc.,
dba Redcat Motors.

Through the acquisition of Redcat, the company will be able to
strengthen off-road vehicle sales and increase market share.  
After the acquisition, the company can fully utilize its
manufacturing resources to improve the product cost, quality, and
research ability of Redcat, as well as to support sales and
service of its market, which includes more than 300 dealers
nationwide.

The acquisition, the company disclosed, will combine its product
supply chain and on-road sales network with Redcat's efficient
management system and off-road sales network, which will improve
both companies' competitiveness in the market.

The company also disclosed that the acquisition is an important
part of its "World Class Brand, Made in China" strategy, providing
a combined dealer base of more than 500 dealers nationwide and a
broader product offering.

                      About Redcat Motors

Redcat Motors imports and distributes off-road power-sports
products from China.  The company has 5 regional warehouse
locations and a dealership network of over 300 dealers.  Important
operational procedures are conducted online using a tier 1 ERP
system, which includes ordering inventory from China, arranging
ocean freights and shipments to U.S. contract warehouses.  Redcat
Dealers also place orders through the company's website, and
access availability of product and monitor inventory levels.
Product offering includes ATV's & off-road motorcycles.

                    About Hexagon Financial

Based in Phoenix, Arizona, Hexagon Financial, LLC, provides
venture capital and management support for high growth companies
in niche markets 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.


THOMAS EQUIPMENT: Retains IRG as New Corporate Relations Agency  
---------------------------------------------------------------
Thomas Equipment, Inc., has retained The Investor Relations Group,
Inc. to serve as its new corporate communications and investor
relations agency.

"The Investor Relations Group will focus on introducing our
Company to key decision makers in both the investment community
and the media in order to properly and effectively communicate our
messages," Michael S. Luther, chairman, chief executive officer
and chief restructuring officer, said.  "IRG has a great deal of
experience working with small-cap companies and we feel that their
knowledge and contacts within this arena will provide an excellent
match for our communication needs."

IRG will strive to increase investor and industry awareness of
Thomas Equipment and its products within the U.S. and world
markets by introducing the company and its management to pre-
qualified fund managers and analysts, as well as financial and
industry media sources.

               About The Investor Relations Group

The Investor Relations Group, Inc. is a full-service corporate
communications company that, among other related offerings,
produces all client press releases, manages shareholder
communications and acts as primary contact for the investing
community.  IRG also houses a public relations arm that
specializes in building awareness of its companies within the
financial and trade media, as well as the public at large.  IRG
arranges one-on-one meetings for its portfolio companies with pre-
qualified money managers.

                     About Thomas Equipment

Headquartered in Milwaukee, Wisconsin, Thomas Equipment, Inc.
(Other OTC: THME) -- http://www.thomas-equipment.com/--  
manufactures skid steer and mini skid steer loaders as well as
attachments, mobile screening plants and six models of mini
excavators.  The Company distributes its products through a
worldwide network of distributors and wholesalers.  In addition,
the Company's wholly owned subsidiaries manufacture specialty
industrial and construction products, a complete line of potato
harvesting and handling equipment, fluid power components,
pneumatic and hydraulic systems, spiral wound metal gaskets, and
packing material.

At March 31, 2006, Thomas Equipment Inc.'s balance sheet showed a
stockholders' deficit of $31,289,000, compared to a $67,129,000
deficit at June 30, 2005.


TRI-NATIONAL: Panel Hires Foley & Lardner as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tri-National
Development Corp., obtained authority from the U.S. Bankruptcy
Court for the Southern District of California to retain Foley &
Lardner, LLP, as its bankruptcy counsel.

The Committee says that it previously obtained Court approval to
retain Victor A. Vilaplana, Esq., at Seltzer Caplan McMahon Vitek,
as its counsel.  On Oct. 2, 2006, Mr. Vilaplana resigned from
Seltzer Caplan and joined Foley & Lardner.  The Committee tells
the Court that it is in its best interest to substitute Seltzer
Caplan for joined Foley & Lardner.

Foley & Lardner is expected to:

    a. render legal advice with respect to the powers and duties
       of the Committee;

    b. prepare all motions, applications, orders, reports,
       statements, schedules and other legal documentation in
       connection with the Debtor's bankruptcy proceedings;

    c. represent the Committee at all hearings, conferences,
       meetings and proceedings.

The Committee discloses that Mr. Vilaplana will bill $5005 per
hour.  Katherine Soby, Esq., at Foley & Lardner, will bill $295
per hour while paralegals bill $90 per hour.

To the best of the Committee's knowledge, Foley & Lardner does not
represent any interest adverse to the Debtor or its estate.

Headquartered in San Diego, California, Tri-National Development
Corp is an international real estate development, sales and
management company.  The Debtor filed for chapter 11 protection on
October 23, 2001. (Bankr. S.D. Cal. Case No. 01-10964).  Colin
W. Wied, Esq., at C. W. Wied Professional Corporation represents
the Debtor.  On Sept. 23, 2002, the Court appointed Douglas Wilson
as the chapter 11 trustee.  Mr. Wilson is represented by
Christopher V. Hawkins, Esq., and James P. Hill, Esq., at
Sullivan, Hill, Lewin, Rez & Engel, APLC.  When the Debtor filed
for protection from its creditors, it estimated $50 million to
$100 million in assets and $10 million to $50 million in debts.


TUBE CITY: S&P Rates Proposed $250 Million Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its senior secured
bank loan rating of 'BB-' and a recovery rating of '1' to the
proposed first-lien $140 million term loan due in 2014 of Tube
City IMS Corp. (B+/Stable/--).  The '1' recovery rating indicates
the likelihood of full recovery of principal in the event of a
payment default.

Standard & Poor's also assigned its 'B-' subordinated debt rating
to the company's proposed $250 million senior subordinated notes
due 2015.  The ratings are based on preliminary terms and
conditions and are predicated on the completion of the acquisition
of the company by Onex Partners and the related financings,
substantially in the form currently anticipated.

Proceeds from the first-lien term loan, the subordinated notes,
approximately $215 million in equity, and $46 million to be
borrowed on a new $165 million senior secured asset-based
revolving credit facility (unrated) will be used to refinance
existing debt, make modest additional capital expenditures, and
pay transaction expenses.  The deal is expected to close late this
month and is valued at approximately $635 million, including
transaction costs.  Pro forma for the acquisition, total debt
adjusted for debt-like obligations will be around $460 million and
debt to EBITDA for the 12-month period ended Sept. 30, 2006, about
5x.

On Dec. 11, 2006, Standard & Poor's affirmed its 'B+' corporate
credit rating on Glassport, Pennsylvania-based Tube City IMS and
removed it from CreditWatch where it had been placed on Nov. 14,
2006, with negative implications following the announcement that
Onex was acquiring the company.

The ratings on Tube City, a provider of on-site services to the
North American steel industry, reflect the company's vulnerable
business risk profile because of its limited diversity, exposure
to the cyclical steel industry, customer concentration risk, and
very aggressive financial policies.  The ratings also reflect the
company's stable revenues and cash flow provided through long-term
contracts, a favorable niche business position, and good margins.

Ratings List

Tube City IMS Corp.

  Corporate Credit Rating         B+/Stable/--

Ratings Assigned

    Sr Scrd Term Loan             BB- (Recov rtg: 1)
    Sr Sub Notes                  B-


TUSCAN SQUARE: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fifth Avenue Restaurant Acquisition Corp.
        dba Tuscan Square
        16 W. 51st Street
        New York, NY 10020

Bankruptcy Case No.: 06-13096

Type of Business: The Debtor owns and operates a restaurant and
                  marketplace in Rockefeller Center in New York
                  City under the name "Tuscan Square."  The
                  restaurant can accommodate parties, banquets,
                  and special events.  The marketplace includes
                  a gourmet market, a bakery, and an espresso bar.

Chapter 11 Petition Date: December 26, 2006

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Alan D. Halperin, Esq.
                  Halperin Battaglia Raicht LLP
                  555 Madison Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 765-9100
                  Fax: (212) 765-0964

Debtor's
Financial
Advisor:          NachmanHayesBrownstein Inc.

Total Assets: $1,280,717

Total Debts:  $1,753,057

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
RCPI Landmark Properties LLC     Lease                 $578,000
c/o Tishman Speyer Properties
45 Rockefeller Plaza
New York, NY 10111

Internal Revenue Service         Payroll Taxes         $148,597
Philadelphia, PA 19255-0030

                                 Federal                 $2,527
                                 Unemployment Tax

Sysco Food Services                                     $11,271
20 Thedore Conrad Drive
Jersey City, NJ 07305

Sea Breeze Fish Market                                   $7,492

Farm Produce                                             $7,192

West Conn Meat Co.                                       $6,527

Charmer Industries                                       $5,897

Peerless Importers                                       $5,125

Helix Electrical Corp.                                   $5,061

Westbury Fish Co.                                        $4,354

Southern Wines                                           $3,696

Gramarcy Produce                                         $3,541

North Atlantic Harvest                                   $3,518

Con Edison                                               $3,500

Dairyland                                                $3,500

Seastar                                                  $3,260

Seacrest Linens Supply                                   $3,097

Cremosa Food                                             $3,060

Farm Fresh                                               $2,896


USG CORPORATION: Adopts New Shareholder Rights Plan
---------------------------------------------------
USG Corporation, according to a regulatory filing with the
Securities and Exchange Commission, has adopted a new shareholder
rights plan with a 15% share ownership trigger to protect
stockholders from coercive takeover practices or takeover bids
that are inconsistent with their best interests.

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 its emergence from bankruptcy.
As a result, the reorganization rights plan expired on
Dec. 31, 2006.

The new plan took 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 also imposes a significant penalty upon any person or
group that acquires 15% or more of USG's outstanding common stock
without the prior approval of the company's board.

The new plan is similar to the rights plan that USG had in effect
from the 1980s through its emergence from bankruptcy.

As part of Berkshire Hathaway, Inc.'s commitment to backstop the
$1,800,000,000 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.

USG's board of directors 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, manufactures  
and distributes 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.  
(USG Bankruptcy News, Issue No. 127; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


USG CORPORATION: Board Declares Dividend Distribution
-----------------------------------------------------
USG Corporation's board of directors has declared a dividend of
one preferred share purchase right for each outstanding share of
USG's common stock, par value $0.10 per share.  The dividend is
payable to stockholders of record on that Jan. 2, 2007.

The terms of the rights are set forth in a Rights Agreement, dated
as of Dec. 21, 2006, between USG and Computershare Investor
Services LLC, as rights agent.

If the rights become exercisable, each right would allow its
holder to purchase from USG 1-1/100 of a share of the company's
Junior Participating Preferred Stock, Series D, for a purchase
price of $200.  Each fractional share of preferred stock would
give the stockholder approximately the same dividend, voting and
liquidation rights, as does one share of the common stock.  Prior
to exercise, however, a right does not give its holder any
dividend, voting or liquidation rights.

The rights will not be exercisable until the earlier of:

   * 10 days after a public announcement by USG that a person or
     group has become an acquiring person; and

   * 10 business days, or a later date determined by USG's board,
     after a person or group begins a tender or exchange offer
     that, if completed, would result in that person or group
     becoming an acquiring person.

An "acquiring person" is an individual or group that becomes the
Beneficial Owner of 15% or more of the then-outstanding Common
Shares of the company.

The rights will expire on Jan. 2, 2017, unless earlier redeemed or
exchanged.  USG's board may redeem all of the rights for a
redemption price of $0.001 per right at any time before the date
of the first public announcement or disclosure by USG that a
person or group has become an acquiring person.  Once the rights
are redeemed, the right to exercise rights will terminate, and the
only right of the holders of rights will be to receive the
redemption price.  The redemption price will be adjusted if USG
declares a stock split or issue a stock dividend on its common
stock.

USG's board may also adjust the purchase price of the preferred
shares, the number of preferred shares issuable, and the number of
outstanding rights to prevent dilution that may occur as a result
of certain events, including among others, a stock dividend, a
stock split or a reclassification of the preferred shares or the
common stock.  No adjustments to the purchase price of less than
1% will be made.

The Rights Agreement became effective on December 31, 2006.

A full-text copy of the Rights Agreement is available free of
charge at http://ResearchArchives.com/t/s?17fb

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, manufactures  
and distributes 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.
(USG Bankruptcy News, Issue No. 127; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Wants Remaining Objections to Questionnaire Overruled
-----------------------------------------------------------------
W.R. Grace & Co. asks the U.S. Bankruptcy Court for the District
of Delaware for a "final order" overruling the remaining
substantive objections to the Questionnaire that fall into these
broad categories:

   (a) attorney-client privilege or attorney work product;

   (b) confidentiality;

   (c) doctor-patient privilege;

   (d) Rule 408 of the Federal Rules of Evidence or state law
       equivalents; and

   (e) similar objections related to ultimate admissibility of
       evidence.

     Grace Wants Closure to Questionnaire Objection Process

In November 2004, W.R. Grace & Co. sought the Court's permission
to serve a Questionnaire seeking discovery of asbestos personal
injury claimants to gather information relevant and necessary to a
valid estimation of liability for those claims.

Despite nearly universal agreement in the legal community that
there has been rampant fraud and abuse in the "diagnosis" of
asbestos-related disease in the context of litigation, the
Official Committee of Asbestos Personal Injury Claimants and its
constituents have resisted the discovery at every turn, James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, PC, in Wilmington, Delaware, relates.

Mr. O'Neill tells the Court that Grace has been diligent and
dogged in its efforts to obtain relevant information, and in its
refusal to surrender to concerted efforts by asbestos personal
injury firms and the PI Committee to obstruct and delay the
Questionnaire discovery process.  Grace believes that analysis of
the data supporting the underlying prepetition claims will
demonstrate that its liability for those claims is "orders of
magnitude lower than the estimations that undoubtedly will be put
forward by the PI Committee."

Despite the delays and difficulty, Grace has not given up because
it has a duty to its constituents and to the Court to obtain
information about the claims, Mr. O'Neill says.

              Grace's Additional Motions to Compel

To address all the Remaining Objections regarding the PI
Questionnaire, Grace filed with the Court a series of motions
seeking to compel several law firms to respond to the
Questionnaire.

Grace informs the Court that the law firms' objections to the PI
Questionnaire are representative of the objections of all the
other firms representing hundreds of PI claimants.

The firms subject to the Motions to Compel are:

   * Hartley & O'Brien, PLLC;
   * Provost Umphrey L.L.P.;
   * the Law Offices of Peter G. Angelos, P.C.;
   * Kelley & Ferraro L.L.P.;
   * Ferraro & Associates, P.A.;
   * Goldberg Persky & White P.C.;
   * Michael B. Serling, P.C.;
   * Cooney & Conway;
   * Lipsitz Ponterio;
   * Thornton & Naumes LLP;
   * Alwyn H. Luckey, P.A.;
   * James F. Humphreys & Assocs., L.C.;
   * Edward O. Moody, P.A.;
   * Foster & Sear L.L.P.;
   * Motley Rice LLC;
   * Williams Bailey Law Firm, L.L.P.;
   * Morris, Sakalarios & Blackwell, PLLC;
   * Baron & Budd P.C.;
   * LeBlanc & Waddell; and
   * Silber Pearlman LLP.

Grace asserts that the Firms' objections to the Questionnaire are
unfounded, and, thus, should be overruled.

Specifically, Mr. O'Neill argues that none of the objections of
the firms' Claimants to the Questionnaire are justified on these
grounds:

   (1) The Ferraro Claimants refused to answer questions
       relating to any judgment, verdict, or settlement of an
       asbestos or silica-related lawsuit, and those relating to
       the amount of any settlement of an asbestos or silica-
       related claim, since those questions are precluded by
       Section 90.408 of the Florida Statute.  Like its
       counterpart in the Federal Rules of Evidence, the Florida
       Statute addresses the admissibility, but not the
       discoverability, of certain settlement assessments.

   (2) The Kelly & Ferraro Claimants refused to answer questions
       relating to asbestos or silica-related claims, on the
       grounds that the questions are precluded by the decision
       in Fantozzi v. Sandusky Cement Products (1992), 64 Ohio
       St. 3d 601, which has no relationship to the issues in
       Grace's case.

   (3) The Hartley, Moody, and Baron Claimants have withheld
       documents and information relating to the medical bases
       of their alleged diseases and their relationship between
       their counsel and the doctors responsible for their
       diagnoses, on the grounds of an alleged "consulting
       expert privilege."  The Hartley Claimants have not met
       their burden of establishing that the consulting expert
       privilege applies to the information sought by the
       Questionnaire.

   (4) The Hartley, Goldberg, Cooney & Conway, Lipsitz,
       Thornton, Humphreys, and Moody Claimants refused to
       answer questions relating to their relationship with
       their counsel and the doctors responsible for their
       diagnoses, on the grounds that they seek to discover
       information protected by the attorney-client privilege or
       information-protected by the attorney work product.  Mr.
       O'Neill points out that the questions posed in the
       Questionnaire seek only facts and not privileged
       information.

   (5) The Hartley, Goldberg, and Cooney & Conway, Thornton,
       Humphreys, Moody, and Morris Claimants refused to answer
       certain questions on the grounds that it seeks disclosure
       of settlements reached with other defendants that are
       subject to binding confidentiality agreements, which do
       not immunize facts concerning a settlement from
       discovery.

   (6) The Goldberg Claimants refused to answer questions
       relating to the settlement of asbestos and silica-related
       litigation on the grounds that the information is not
       discoverable at present stage of the litigation under
       relevant state law.  Although void of critical
       specificity that would allow the Court to assess the
       claim's merits, Goldberg's objection appears to be a
       variety of relevance objection that should be rejected as
       the Court has already deemed the discovery sought to be
       relevant to the proceeding at hand, Mr. O'Neill asserts.

   (7) The Goldberg Claimants refused to answer questions
       relating to non-litigation asbestos and silica-related
       claims on the grounds that providing the information
       would chill settlement discussions with other defendants.
       The Claimants cite no support for that proposition and
       there is no bar to the discovery of information relating
       to settlements.

   (8) The Cooney & Conway Claimants refused to answer questions
       relating to non-litigation asbestos and silica-related
       claims, on state law relevance grounds, including the
       admissibility of exposure evidence at trial under
       Illinois law.  Mr. O'Neill asserts that the objection is
       unfounded as the Court has already ruled that those
       questions are relevant to the estimation and, further,
       the admissibility of the evidence at trial is not at
       issue at this time.

   (9) The Lipsitz Claimants refused to answer questions
       relating to settlement amounts in asbestos and silica-
       related litigation, on the grounds that the information
       is irrelevant under New York state law.  Mr. O'Neill
       states that the estimation proceeding is governed by
       federal law, and the New York law does not preclude
       discovery into those matters.

  (10) The Thornton Claimants refused to answer subparts of
       questions relating to their relationship with their
       counsel and the doctors responsible for their diagnoses
       with the diseases, on grounds of physician-patient
       privilege.  Mr. O'Neill contends that majority of the
       Claimants' claims are brought pursuant to Massachusetts
       law, which does not recognize the physician-patient
       privilege.  Moreover, even if the privilege were
       recognized, the Claimants have put their medical
       condition, diagnosis, and treatment squarely "at issue;"
       thus, the privilege is waived and the requested
       information must be produced.

  (11) The Humphreys Claimants object to questions relating to
       whether the doctors involved were the Claimants' personal
       physicians on the grounds that the information is
       protected from disclosure under the Health Insurance
       Portability and Accountability Act of 1996.  Grace
       clarifies that it is seeking information from the
       Claimants themselves rather than from their physicians;
       Grace also points out that HIPAA allows for the disclosure
       of medical records in litigation pursuant to a Court
       Order.

  (12) The Humphreys Claimants object to questions relating to
       their non-Grace asbestos exposure on the mistaken belief
       that Grace has not produced its historical exposure
       records in response to discovery requests from the PI
       Committee.

  (13) The Moody Claimants have limited their responses to the
       Questionnaire to only those claims or litigation relating
       to personal injury asbestos claims on the grounds that
       the questions, as written, are overbroad.  Mr. O'Neill
       recounts that the Court has previously found the
       questions to be appropriate and the Claimants have not
       provided any particularized grounds for refusing to
       provide information regarding silica-related claims and
       litigation.

  (14) The Morris Claimants refused to answer the Questionnaire
       on grounds that Grace failed to provide certain discovery
       in response to requests posed to it by the PI Committee
       in connection with the estimation.  Mr. O'Neill contends
       that the Claimants' objection is frivolous as Grace has
       not withheld the information claimed by the Claimants,
       and, even if true, the failure would not excuse the
       Claimants of their obligations to provide discovery as
       ordered by the Court.

  (15) The Morris Claimants refused to answer certain questions
       because the Questionnaire exceeds the number of
       interrogatories permissible under Rule 33(a) of the
       Federal Rules of Civil Procedure.  Mr. O'Neill points out
       that the Questionnaire is not simply a set of
       interrogatories, but a hybrid discovery tool -- part
       interrogatory, part document request, and part deposition
       by written question.  However, even if Rule 33(a) is
       applied, parties are allowed to exceed the interrogatory
       limit with the Court's permission.

          Roberts Wilson Claimants Want Questionnaires
                     Submitted By December 30

On behalf of several PI claimants, Roberts Wilson, Jr., P.A., asks
the Court to extend the time for it to submit completed
Questionnaires to the Debtors until Dec. 30, 2006.

Roberts Wilson III, Esq., tells the Honorable Judith K. Fitzgerald
of the U.S. Bankruptcy Court for the District of Delaware that the
firm was on the impression that all of its 374 previously
submitted claims were settled prepetition asbestos PI claims.  
"This is because claimants' counsel had entered into a settlement
agreement that included all of these claimants before [the date of
filing for bankruptcy]," he explains.

Mr. Wilson notes that the Robert Wilson Claimants received a
letter from Grace's counsel, dated Nov. 8, 2006, informing them
that only 68 of the 376 claims conformed to the Debtors' records
as Settled Prepetition Asbestos PI Claims.

Mr. Wilson asserts that it would be impossible for the Robert
Wilson Claimants to sufficiently complete 308 Questionnaires
within one week and comply with the Debtors' requirements.

                  Hearing on Motions to Compel

Following the Debtors' discussion with the PI Committee and the
Debtors' agreement with several PI claimants represented by (i)
Stutzman, Bromberg, Esserman & Plifka, P.C., and (ii) Montgomery
McCracken Walker & Rhoads LLP, Judge Fitzgerald had set a hearing
on Dec. 5, 2006, in Pittsburgh, Pennsylvania, to consider the
Motions to Compel.  All firms have until January 12, 2007, to
provide supplemental information to the Questionnaire.

Judge Fitzgerald clarifies that the schedule does not apply to
Motions to Compel challenging the sufficiency of any response to
the Questionnaire.  The Debtors may file those requests at the
appropriate time after the PI claimants have completed
supplementation of their Questionnaire responses.

Claimants who submit proofs of claim for non-settled asbestos
personal injury claims on or before Nov. 15, 2006, but who have
not completed the Questionnaires, will complete and return the
Questionnaires on or before January 12.

The Debtors, the PI Committee, and the Stutzman and MMWR Firms
continue to engage in discussions regarding a protocol that
requires non-mesothelioma cancer claimants to produce certain
chest x-rays to the Debtors.

Grace hopes that the series of Motions to Compel will bring
closure to the Questionnaire objection process.  Grace also
anticipates to timely receive all the information requested in the
Questionnaire and required by Court order.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.  (W.R. Grace
Bankruptcy News, Issue No. 119; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wants Satisfied Claims Expunged or Reduced
------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates reviewed their books
and records, and identified certain claims that have been fully
satisfied after their bankruptcy filing.  The Debtors had served,
on Dec. 14, 2004, a notice of claims previously satisfied upon
claimholders who had received postpetition payments and ask the
U.S. Bankruptcy Court District of Delaware to:

   -- expunge 56 Satisfied Postpetition Claims totaling
      approximately $844,000; and

   -- reduce the amounts of 60 Satisfied Postpetition Claims,
      originally asserting $ 2,725,100, to $2,345,287.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, PC, in Wilmington, Delaware, relates that the
December 2004 Notice informed the claimants that, if they disputed
the Debtors' information with respect to payment of their claims,
the claimants should file with the Court a response to the Notice
by January 14, 2005.  However, no responses were received, and the
Debtors did not seek any Court order in connection with the
Notice.

Mr. O'Neill states that the Notice included list of 116 proofs of
claim that had been paid, either full or in part, by the Debtors
after the Petition Date.

In addition, the Debtors have determined that certain claims that
have been partially satisfied by postpetition payments could not
be verified or reconciled with their books and records.

The Fully Satisfied Claims, totaling $5,089, are:

Claimant                               Claim No.   Claim Amount
--------                               ---------   ------------
Farwest Freight Systems                  1409          $3,752
FedEx Freight                            1201             848
Ikon Office Solutions Central District     12             489

The Partially Satisfied Claims are:

Claimant                Claim No.  Orig. Amount  Reduced Amount
--------                ---------  ------------  --------------
Central Freight Lines       308       $5,872            $547
Instrument Assoc., Inc.      55          718             690
Longacre Master Fund Ltd. 15469      511,195         507,032
                           1761      383,465         383,322
RJMS Corp.                 3386        3,726           3,530
The Standard Register Co.  1224       14,327           9,960
Xtra Lease Inc.            3214        2,702           2,699

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.  (W.R. Grace
Bankruptcy News, Issue No. 119; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WASTE SERVICES: Buys Charlotte Landfill and Pro Disposal Business
-----------------------------------------------------------------
Waste Services, Inc., completed the acquisition of the SLD
construction and demolition waste landfill in Charlotte County,
Florida and the Pro Disposal roll-off collection and transfer
business, with operations in Collier and Lee Counties.

The landfill, which has a permitted capacity of 15.8 million cubic
yards, commenced operations in December.  The company has also
completed the amendment to its senior secured credit facility,
which provided for an additional $100 million in term loans, as
well as a reduction in the interest rate payable on all of the
term loans to LIBOR plus 2.75%.

David Sutherland-Yoest, Waste Services Chairman and Chief
Executive Officer, stated "We are excited by the prospects of
these businesses in the southern Gulf coast area of Florida and
are confident they will generate the $12 to $13 million of
annualized EBITDA as previously indicated."

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 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.


WASTE SERVICES: S&P Lifts Rating on $60 Million Senior Loan to B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Waste
Services Inc.'s $60 million senior secured revolving credit
facility to 'B' from 'B-' and revised the recovery rating to '1'
from '3'.  The ratings were removed from CreditWatch with positive
implications, where they were placed Dec. 15, 2006.

The $60 million senior secured revolving credit facility is part
of the company's $305 million senior secured credit facilities,
which include a $245 million senior secured tranche D term loan
due 2011.  The tranche D term loan is also rated 'B' with a '1'
recovery rating.

The corporate credit rating on Waste Services is 'B-' and the
outlook is positive.

The ratings on Boca Raton, Florida-based Waste Services reflect
the company's highly leveraged financial risk profile, including
substantial debt usage; and its vulnerable business risk profile
due to an acquisitive growth strategy and modest scale of
operations relative to its peers.  These factors are only
partially offset by favorable industry characteristics, including
high barriers to entry and recession resiliency; some geographic
diversity; and the ownership of several permitted, well-
positioned, long-lived landfills.

Ratings List

Waste Services Inc.

Corporate credit rating                        B-/Positive/--
$245 mil sr sec tranche D term loan due 2011   B
  Recovery rating                               1
$160 million senior subordinated notes         CCC

  
Ratings Revised
                                            To    From

$60 mil sr sec revolving credit fac        B     B-/Watch Pos
  Recovery rating                           1     3/Watch Pos


WASTEQUIP INC: S&P Rates Proposed $381 Million Senior Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on waste handling equipment manufacturer Wastequip
Inc. following the announcement that Odyssey Investment Partners
LLC has entered into a definitive agreement to acquire the company
from equity sponsor DLJ Merchant Banking Partners.

In addition, Standard & Poor's assigned its 'B+' bank loan rating
and '1' recovery rating to the company's proposed $381 million
senior secured credit facility, indicating that borrowers can
expect to recover a full (100%) amount of the principal in the
event of a payment default.

Pro forma for the acquisition, Wastequip had roughly $446 million
of total debt at Dec. 31, 2006.  The outlook is stable.

"The ratings affirmation reflects Wastequip's highly leveraged
financial risk profile and aggressive financial policy, which we
expect to continue following this recent transfer of equity
ownership," said Standard & Poor's credit analyst James Siahaan.  
The affirmation also reflects the company's fair operating
performance and the stable growth characteristics of the waste
management industry, helping to partially offset the increased
leverage.


WCA WASTE: Buys Southwest Dumpster and Sunrise Disposal
-------------------------------------------------------
WCA Waste Corporation disclosed the completion of two tuck-in
acquisitions.

The company acquired Southwest Dumpster, Inc. located in Ft.
Myers, Florida, which marks its entry into the collection business
in the Ft. Myers market where it also owns and operates a transfer
station.  Southwest operates nine routes and generates
approximately $4.2 million of annual revenue.  The waste will be
immediately internalized into one of two company owned landfills
located in Florida.

WCA also acquired Sunrise Disposal located in Springfield,
Missouri.  Sunrise operates six routes servicing approximately
7,300 customers and generates approximately $1.3 million of annual
revenue.  The waste will be internalized into the company owned
Black Oak Landfill.

"Our previously announced capital plan allows WCA to continue with
its growth strategy of acquiring tuck-in collection operations and
pursuing new market opportunities," Tom Fatjo, chairman and chief
executive officer, stated.  "We are actively pursuing additional
acquisition opportunities and look forward to reporting our
progress in the near future."

Headquartered in Houston, Texas, WCA Waste Corporation
(Nasdaq:WCAA) -- http://www.wcawaste.com/-- is an integrated  
company engaged in the transportation, processing, and disposal of
non-hazardous solid waste.  The Company's operations consist of
twenty landfills, twenty-one transfer stations/material recovery
facilities and twenty-four collection operations located
throughout Alabama, Arkansas, Colorado, Florida, Kansas, Missouri,
New Mexico, North Carolina, South Carolina, Tennessee and Texas.   
The Company's common stock is traded on the NASDAQ National Market
System under the symbol "WCAA."

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Moody's Investors Service confirmed its B1 Corporate Family Rating
for WCA Waste Corporation.  Additionally, Moody's revised its
probability-of-default rating to B3 for $150 million of senior
unsecured notes due 2014 issues by WCA Waste Systems, Inc.  
Further, Moody's assigned an LGD5 rating to those bonds,
suggesting noteholders will experience a 76% loss in the event of
a default.  


WESTERN IOWA: U.S. Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------
The United States Trustee for Region 13 asks the U.S. Bankruptcy
Court for the District of Nebraska to convert Western Iowa
Limestone, Inc.'s Chapter 11 case to Chapter 7 liquidation.

The Trustee tells the Court that the Debtor:

    * no longer has any operations;
    * has no ability to reorganize; and
    * has not filed a chapter 11 plan.

The Trustee contends that the conversion is further warranted
given the Debtor's failure to:

   (1) pay all quarterly fees due, as required by Section
       1930(a)(6) of the Bankruptcy Code; and

   (2) file all operating reports with the U.S. Trustee.  

The U.S. Trustee's records indicate that the operating reports for
January through October 2006 are delinquent.

Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a
construction company and a producer of limestone.  The Company
filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb.
Case No. 05-85930).  Richard D. Myers, Esq., and Alan E. Pedersen,
Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent
the Debtor in its restructuring 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
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


WOOD FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wood Family Enterprises, Inc.
        16203 Chasemore Drive
        Spring, TX 77379

Bankruptcy Case No.: 06-35755

Chapter 11 Petition Date: December 29, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Weldon L. Moore, III, Esq.
                  Creel & Moore, L.L.P.
                  8235 Douglas Avenue, Suite 1100
                  Dallas, TX 75225

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.


* SEC's Proposed Rule on Management's Financial Internal Control
----------------------------------------------------------------
The Securities and Exchange Commission is proposing an
interpretive guidance for management regarding its evaluation of
internal control over financial reporting.

The interpretive guidance sets forth an approach by which
management can conduct a top-down, risk-based evaluation of
internal control over financial reporting.

The proposed guidance is intended to assist companies of all sizes
to complete their annual evaluation in an effective and efficient
manner, and it provides guidance on a number of areas commonly
cited as concerns over the past two years.

In addition, the SEC is proposing an amendment to its rules
requiring management's annual evaluation of internal control over
financial reporting to make it clear that an evaluation that
complies with the interpretive guidance is one way to satisfy
those rules.

Further, the SEC is proposing an amendment to its rules to revise
the requirements regarding the auditor's attestation report on the
assessment of internal control over financial reporting.

The SEC said that comments should be received on or before
Feb. 27, 2007.

For electronic comments:

   * Use the Commission's Internet comment form --
     http://www.sec.gov/rules/proposed.shtml-- or

   * Send an e-mail to rule-comments@sec.gov  
     Please include File Number S7-24-06 on the subject line; or

   * Use the Federal eRulemaking Portal --
     http://www.regulations.gov Follow the instructions for
     submitting comments.

For paper comments:

Send paper comments in triplicate to:

      Nancy M. Morris
      Secretary,
      Securities and Exchange Commission
      100 F Street, NE
      Washington, DC 20549-1090

The SEC that all submissions should refer to File Number S7-24-06.  
This file number should be included on the subject line if e-mail
is used.

A full-text copy of SEC's proposed rule on management's report on
internal control over financial reporting is available for free at
http://ResearchArchives.com/t/s?1808


* Veteran Corporate Counsel John Mullan Joins Sheppard Mullin
-------------------------------------------------------------
John Mullan has joined the Los Angeles office of Sheppard, Mullin,
Richter & Hampton LLP as part of the firm's Corporate practice
group.  Mr. Mullan was most recently corporate vice president and
secretary with Northrop Grumman Corporation in Los Angeles.

"We're very pleased to welcome John to the firm and to the Los
Angeles office," said Randy Short, head of the firm's Corporate
practice group.  "As in-house counsel of client Northrop Grumman,
we have worked closely with John for years.  He is an excellent
business lawyer who will be a valuable addition to our practical
approach to assisting clients.  We are thrilled to have him join
the Corporate group."

"I am excited about this relationship with a premier firm and am
looking forward to working closely with Sheppard Mullin's practice
groups and clients," Mr. Mulan commented.  "Having previously
practiced with a law firm, as well as in-house, I've gained
valuable perspective from both sides and am familiar with the
challenges each faces."

Mr. Mullan joined Grumman Corporation more than 30 years ago and
was deputy general counsel at the time of its acquisition by
Northrop in 1994.  He has held a number of in-house legal
positions at Northrop Grumman throughout the years, and has served
as corporate vice president and secretary since 1999.

Previously, Mr. Mullan was an attorney with a registered
investment advisor, a real estate development company and a law
firm in New York.  He earned an LL.B. from Columbia University, an
LL.M. in Taxation from New York University, a BA (cum laude) from
St. Johns University, and was a Woodrow Wilson Fellow at Stanford
University.

            Aerospace & Defense M&A Practice Launched

In related news, Sheppard Mullin recently launched an Aerospace
and Defense M&A practice, led by Los Angeles-based Corporate
partner Larry Braun.  "Our attorneys have 100+ years combined
experience serving aerospace and defense industry clients and have
worked on all types of corporate transactions, including M&A,
joint ventures, and public and private offerings," commented Mr.
Braun.  "Whether it is a private equity firm or a technology
company, our clients know they can depend on the group's
professionals to understand the business challenges and legal
issues in which industry participants compete."

          About Sheppard, Mullin, Richter & Hampton LLP

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 490 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.  
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment, Media and
Communications; Finance and Bankruptcy; Government Contracts;
Intellectual Property; Labor and Employment; Litigation; Real
Estate/Land Use; Tax/Employee Benefits/Trusts & Estates; and White
Collar Defense.


* Huron Consulting Group Agrees to Acquire Glass & Associates
-------------------------------------------------------------
Huron Consulting Group Inc., a leading provider of financial and
operational consulting services, announced Thursday it has entered
into a definitive agreement to acquire Glass & Associates, Inc., a
leading turnaround and restructuring firm.

"Since Huron opened its doors in 2002, turnaround and
restructuring services have been part of our balanced portfolio of
service offerings and our financial success.  The addition of the
world class executives and their team at Glass provides additional
avenues for growth for our Corporate Advisory Services practice,"
said Gary E. Holdren, chairman and chief executive officer, Huron
Consulting Group.

"By joining forces with Huron, we will be able to provide our
clients with services that extend far beyond our current core
competencies in restructuring and turnarounds," said John
DiDonato, president, Glass & Associates, Inc.

Under the terms of the purchase agreement, Huron will acquire
Glass & Associates for a purchase price at closing of
approximately $30 million in cash.  Additional purchase
consideration will be payable in cash to shareholders of Glass if
specific performance targets are met.  The acquisition is subject
to various closing conditions and closing is expected to occur
next week.  Glass had unaudited 2006 calendar year revenues of
approximately $24 million.  Huron expects that the acquisition
will be accretive to 2007 earnings and will provide guidance
updates when it releases results for the fourth quarter and full
year 2006.

With the acquisition of Glass, Huron continues to expand its
position in the consulting and restructuring marketplace.  Huron
expects the auto, healthcare, industrial manufacturing, and retail
industries to continue to face credit challenges which will drive
demand for services in the upcoming years.  In joining Huron,
DiDonato will lead Huron's Corporate Advisory Services practice
and will be based in New York.  In addition, Dalton T. Edgecomb,
Sanford R. Edlein, and Shaun Martin will join the Company as
managing directors.

In connection with this acquisition and the acquisition of
Wellspring Partners LTD, Huron also said it has amended its credit
agreement so that the maximum amount of principal that may
be borrowed under the unsecured revolving credit facility is
increased from $75 million to $130 million.  No other key terms of
the credit agreement, which was originally entered into on
June 7, 2006 and expires on May 31, 2011, were modified under the
amendment, and the balance of the credit facility will remain
available for future working capital requirements and other
corporate purposes.

                     About Glass & Associates

Founded in 1985, Glass & Associates provides advice and leadership
to troubled businesses in the United States and Europe.  The
firm's executives work closely with management to create and
implement strategies that secure the future of the distressed
company.  Glass identifies underlying operational issues - not
just financial problems - to maximize the organization's value to
shareholders, creditors and employees.  Glass will bring a team of
approximately 35 revenue generating professionals and a complement
of independent contractors.  

                 About Huron Consulting Group

Huron Consulting Group (NASDAQ: HURN) --
http://www.huronconsultinggroup.com/-- helps clients effectively  
address complex challenges that arise in litigation, disputes,
investigations, regulatory compliance, procurement, financial
distress, and other sources of significant conflict or change.  
The company also helps clients deliver superior customer and
capital market performance through integrated strategic,
operational, and organizational change.  Huron provides services
to a wide variety of both financially sound and distressed
organizations, including Fortune 500 companies, medium-sized
businesses, leading academic institutions, healthcare
organizations, and the law firms that represent these various
organizations.


* BOOK REVIEW: Learning Leadership: The Abuse of Power in
               Organizations
---------------------------------------------------------
Author:     Abraham Zaleznik
Publisher:  Beard Books
Paperback:  552 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798282X/internetbankrupt

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership.  Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities.  The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."

This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Mr. Zaleznik's definition of the essentials of leadership comes
from his study of notable (and sometime notorious) leaders.  Some
tales are cautionary.  The Fashion Shoe Company illustrates the
problems that can occur when a leader allows action to overcome
thought.  The Brandon Corporation illustrates the opposite
leadership failing -- allowing thought to inhibit action.  Taken
together, the two examples suggest that balance is needed for good
leadership.

Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders.  Frederick Winslow Taylor is seen
by the author as an obsessed leader.  From his behavior in the
Sicilian campaign in World War II, General Patton is characterized
as a leader who violated the code binding leaders and those they
lead.

With his training in psychoanalysis and his experience in the
business field, Mr. Zaleznik's leadership dissections and
discussions are instructive.  The reader will find Learning
Leadership -- The Abuse of Power in Organizations to be an
engaging text on the human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  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 $775 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 ***