TCR_Public/070109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 9, 2007, Vol. 11, No. 7

                             Headlines

ADELPHIA COMMS: Plan Expected to Become Effective on January 17
ADELPHIA COMMS: Bondholders Object to 5th Amended Plan Changes
ADVANCED MARKETING: Organizational Meeting Scheduled on Friday
AES CORP: Increases Revolving Credit Facility to $750 Million
AIR AMERICA: CACI International Can Pursue Defamation Suit

ARAMARK CORP: Buyout Prompts Moody's Low-B Ratings on Debentures
ASARCO LLC: Has Until May 11 to Remove Civil Actions
ASARCO LLC: 3 Subsidiaries Want Until Jan. 26 to File Schedules
BALDOR ELECTRIC: S&P Places Corporate Credit Rating at BB-
BLUEGREEN CORP: S&P Revises Outlook to Stable From Positive

CAROLINA COUNTRY: Case Summary & 20 Largest Unsecured Creditors
CC FUNDING: S&P Holds Rating on 2003-2 Class B-5 Debenture at B
CENTENNIAL COMMS: Posts $33.4 Mil. Net Loss in Qtr. Ended Nov. 30
CHARMING CASTLE: Court Okays Burr & Forman as Committee Counsel
CHASE MORTGAGE: Fitch Holds Low-B Ratings on Various Certificates

CMS ENERGY: Unit Gets $25MM Claim Award from American Arbitration
CMS ENERGY: Inks MOU to Settle Securities Class Action Suits
COLLINS & AIKMAN: Wants Second Stipulation on Lear Pact Approved
COMPLETE RETREATS: Court OKs $98MM Asset Sale to Ultimate Resort
COMPLETE RETREATS: Court Approves $3.14 Mil. Real Property Sale

DAIMLERCHRYSLER: Chrysler Arm to Double International Sales
DAIMLERCHRYSLER: Chrysler's '06 Sales Outside North America Up 15%
DANA CORP: Completes Asset Sale to Hendrickson USA for $31 Million
DANA CORP: Unions Will Appeal Judge Lifland's Officers' Pay Order
DANA CORP: DCC Finalizes Forbearance Agreement with Noteholders

DELPHI CORP: Highland Capital Offers $4.7 Bil. Equity Commitment
DELPHI CORP: GM Says Highland Rival Offer Could Delay Delphi Deal
DELPHI CORP: Equity Purchase and Commitment Agreement Draws Fire
DELPHI CORP: Ct. OKs $4.495B Replacement Credit Pact From JPMorgan
DIRECTV GROUP: S&P Holds Corporate Credit Rating at BB

DLJ COMMERCIAL: Fitch Holds Junk Rating on Class B-8 Certificates
DOGGIEDAY HOLDINGS: Case Summary & 22 Largest Unsecured Creditors
DURA AUTOMOTIVE: Creditors Committee Taps Kramer Levin as Counsel
DURA AUTOMOTIVE: Panel Taps Chanin Capital as Financial Advisors
DURA AUTOMOTIVE: Auction Sets Bond Price at 24.125% of Face Value

EFREN REYNOSO: Case Summary & Six Largest Unsecured Creditors
ENESCO GROUP: Bank Lenders Limit Credit Facility Advances
FAIRCHILD SEMICONDUCTOR: To Appeal $8.4-Mil. ZTE Lawsuit Judgment
FAIRCHILD SEMICONDUCTOR: Launching Tender Offer for System General
FORD MOTOR: Partners with Microsoft on In-Car Digital Systems

FORD MOTOR: Strong Brazilian Ops Spurs Group to Invest $1 Billion
FOREST OIL: Acquiring Houston Exploration in $1.5 Billion Deal
FORT JAMES: Moody's Completes Withdrawal of Ratings
FRANK GRILLO: Voluntary Chapter 11 Case Summary
GAP INC: Goldman Sachs Hiring Sparks Rumors on Strategic Options

GAP INC: December Sales Down 4%; Comparable Store Sales Down 8%
GENERAL MOTORS: Says Highland Rival Offer Could Delay Delphi Deal
GENERAL MOTORS: Awards Lithium-Ion Battery Development Contracts
GMAC MORTGAGE: Fitch Holds Low-B Ratings on 3 Certificate Classes
GOODYEAR TIRE: Fitch Removes Ratings from Watch Negative

GREENMAN TECH: Sept. 30 Balance Sheet Upside-Down by $11.4 Million
INFRASOURCE SERVICES: Changes Status, Amends CEO's Management Pact
INSTITUTE FOR CANCER PREVENTION: Court Confirms Trustee's Plan
ISTAR FINANCIAL: Consent Solicitation for Notes Ends Today
J.C.'S GRADING: Case Summary & 19 Largest Unsecured Creditors

JAMES URBAN: Voluntary Chapter 11 Case Summary
JOHN B. SANFILIPPO: Posts $4.8 Mil. Net Loss in 1st Fiscal Quarter
JOHN ESSMAN: Case Summary & 17 Largest Unsecured Creditors
JOHNSFIELD II: Case Summary & Two Largest Unsecured Creditors
JP MORGAN: Moody's Affirms Low-B Ratings on Six Cert. Classes

KEARNY INDUSTRIAL: Case Summary & 5 Largest Unsecured Creditors
KEYSTONE TRUCK: Case Summary & 40 Largest Unsecured Creditors
KIMBERLY BODNAR: Case Summary & 18 Largest Unsecured Creditors
KINDER MORGAN: S&P Lowers Corporate Credit Rating to BB-
K-TEL INTERNATIONAL: Grant Thornton Raises Going Concern Doubt

LAIDLAW INT'L: Earns $40.1 million in Fiscal Quarter Ended Nov. 30
LENOX GROUP: Marc Pfefferle is Interim Chief Executive Officer
LENOX GROUP: Poor Performance Cues Moody's Ratings Downgrade
LENOX GROUP: Weak Performance Cues S&P's Negative CreditWatch
MANARIS CORP: Unit Inks Technology License Agreement with iMetrik

MANUFACTURERS & TRADERS: Fitch Holds BB Rating on Class B-4 Certs.
MARION TOWN: Mayor Says Town Can't Pay $350K Sewage Treatment Fee
MCCLINTOCK DIARY: Case Summary & 13 Largest Unsecured Creditors
MEDICALCV INC: Posts $3.1 Mil. Net Loss in Quarter Ended Oct. 31
MESABA AVIATION: Shareholder Opposes Northwest's Purchase Proposal

MICHELEX CORP: Wins More Time to Complete Ag-Pro Purchase
MIDLAND OIL: Case Summary & 30 Largest Unsecured Creditors
MILLS CORP: Secures March 31 Senior Term Loan Maturity Extension
MIRANT CORP: Has Until February 15 to File Chapter 11 Plan
MORGAN STANLEY: Moody's Hold Low-B Ratings on Six Cert. Classes

MORGAN STANLEY: Moody's Holds Junk Rating on Class N Certificates
MORGAN STANLEY: Fitch Holds Rating on Class H Certificates at BB+
MORTGAGE ASSET: Fitch Holds Low-B Ratings on Various Certificates
MORTGAGE ASSET: Fitch Holds Rating on Class B-I-4 Certs. at BB
MT. PLEASANT: Case Summary & Eight Largest Unsecured Creditors

NEWCOMM WIRELESS: Court Sets Feb. 28 Auction for All Assets
NEWPARK RESOURCES: Secures New $100 Mil. Revolving Line of Credit
NORTHWEST AIRLINES: MAIR Shareholder Balks at Mesaba Purchase Bid
OMEGA HEALTHCARE: Earns $14.6 Million in Quarter Ended Sept. 30
ON ASSIGNMENT: Buys Oxford Global for $200 Million

ORION DIVERSIFIED: Posts $9,758 Net Loss in Quarter Ended Oct. 31
RADIO ONE: $30 Million Entercom Sale Cues S&P's CreditWatch
RAYMOND PEDDEN: Case Summary & 15 Largest Unsecured Creditors
RESIDENTIAL ASSET: Fitch Lifts Rating on Class B-2 Certs. to BB-
ROO GROUP: Posts $3.7 Million Net Loss in Quarter Ended Sept. 30

SAMSONITE CORP: Earns $8.9 Million in Quarter Ended October 31
SANKOFA SHULE: Moody's Affirms Caa3 Rating with Negative Outlook
SCOTTISH RE: Shareholder To Vote Against MassMutual/Cerberus Deal
SMITTY INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
SONTRA MEDICAL: To Sell 6 Million Common Shares for $600,000

SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
SOUTHERN DATA: Case Summary & 20 Largest Unsecured Creditors
STRUCTURED ASSET: Fitch Places Class B5 Certs. on Watch Negative
TECHNICAL OLYMPIC: Shareholder Class Action Filed in S.D. Fla.
TERASEN INC: S&P Pares Corporate Credit Rating to BB- from BBB

TOWER AUTOMOTIVE: Court Okays Increased Equity Investors Payments
TOWER AUTOMOTIVE: Wants to Employ Pay Foley & Lardner as an OCP
TYRINGHAM HOLDINGS: Disclosure Statement Hearing Set for Jan. 24
UNITED HOUSING: Case Summary & 41 Largest Unsecured Creditors
US MORTGAGE: Case Summary & 17 Largest Unsecured Creditors

VICTORIA INGENIERO: Voluntary Chapter 11 Case Summary
WALTER BEARD: Case Summary & 20 Largest Unsecured Creditors
WASTEQUIP INC: Moody's Places Corporate Family Rating at B2
WEIGHT WATCHERS: S&P Holds Corporate Credit Rating at BB
WILLIAM LEACH: Case Summary & 41 Largest Unsecured Creditors

WINNING EDGE: Posts $668,468 Net Loss in Quarter Ended October 31

* David Sweet's 3-Attorney Team Joins Buchanan Ingersoll & Rooney

* Large Companies with Insolvent Balance Sheets

                             *********

ADELPHIA COMMS: Plan Expected to Become Effective on January 17
---------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York has entered an order confirming
the first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.

Under the Federal Rules of Bankruptcy Procedure, the order is
subject to a stay pending appeal, which will expire on Jan. 16,
2007.  If no additional stay is issued, the ACOM Debtors expect
the Plan to become effective on Jan. 17, 2007.

The Plan was jointly proposed by the ACOM Debtors, the Official
Committee of Unsecured Creditors, and bank lender agents Wachovia
Bank, N.A., the Bank of Montreal, and the Bank of America, N.A.

The ACOM Debtors intend to set the close of business on
Jan. 10, 2007, as the record date for distributions for holders of
claims in the Bank Claims Classes, Trade Claims Classes, and Other
Unsecured Claims Classes.

The ACOM Debtors also intends to set the record date for holders
of claims in Notes Claims Classes and holders of Equity Interests
as the close of business on Jan. 17, 2007.

The record dates are subject to change if the Plan is not
effective on or about Jan. 17, 2007.

Judge Gerber had said, in a 267-page bench decision, that he is
confirming the Plan.

The Plan will distribute the approximately $15,000,000,000 in
value remaining after the ACOM Debtors sold substantially all of
their assets to Time Warner and Comcast, and after the
distribution of the first $2,600,000,000 in value under the
confirmed Joint Venture Plan of Reorganization for the Century-TCI
and the Parnassos Debtors.

The Debtors' counsel -- Marc Abrams, Esq., at Willkie Farr &
Gallagher LLP, in New York -- and the Creditors Committee's
counsel -- David Friedman, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York -- advised the Court that creditors have
overwhelmingly voted to accept the Fifth Amended Plan.

Judge Gerber accedes that the Fifth Amended Plan has secured the
assent of:

   (a) over $10,000,000,000 in claims, representing approximately
       84% of the claims in the ACOM Debtors' Chapter 11 cases;

   (b) in both number and amount, of "30 of the 30 classes" who
       voted on the Plan.

After having reviewed all of the requirements of Section 1129, the
reasonableness of the settlement of the interdebtor disputes,
Judge Gerber has determined that the Plan fully conforms to the
requirements of the Bankruptcy Code.

                      No Cramdown Situation

Judge Gerber notes that satisfaction of some of the Section
1129(a) requirements is disputed in connection with the Plan.
Section 1129(a), Judge Gerber explains, has two requirements for
ensuring that the Plan has the requisite support:

   (a) Section 1129(a)(10) provides that if any class of claims
       is impaired under the Plan, at least one class of claims
       has accepted it, without including any acceptance by an
       insider; and

   (b) Section 1129(a)(8) requires that all of the classes of
       impaired claims and interests have accepted the Plan.

However, Section 1129(b) states that if the only deficiency in the
plan is the inability to satisfy Section 1129(a)(8), the plan can
be confirmed if the additional requirements of Section 1129(b) are
satisfied.  Those requirements include, most significantly, that
the plan "does not discriminate unfairly," and that it be "fair
and equitable", Judge Gerber states.  This scenario is
colloquially referred to as "cramdown."

In accordance with the decision in Heins v. Ruti-Sweetwater, Inc.
(In re Ruti-Sweetwater, Inc.), 836 F.2d 1263 (10th Cir. 1988),
Judge Gerber rules that the 30 of 30 accepting classes satisfy
Section 1129(a)(8).  Thus, a cramdown situation does not exist,
and the additional requirements of Section 1129(b) are
inapplicable, Judge Gerber declares.

                      Propriety of Settlement

Judge Gerber notes that Section 1123(b)(3), which describes what a
plan may contain, expressly includes settlements.

The Settlement of Intercreditor Issues that the Plan contains is
one of its most important, and controversial features, Judge
Gerber says.  All parties agree that while a plan may contain a
settlement, that settlement must pass muster for fairness, under
standards articulated by the Supreme Court, the Second Circuit and
lower courts.

The Plan has been vigorously opposed by a group of bondholders of
Senior Notes of Adelphia Communications Corp. who "vociferously"
oppose the Settlement, Judge Gerber notes.  The ACC Bondholders
have argued that the Plan is unconfirmable notwithstanding the
overwhelming support for it.

The Plan Proponents have contended that months of exposure to the
Motion in Aid litigation in connection to the Intercreditor
Issues, and the events that preceded it, dramatically increased
Judge Gerber's ability to understand the issues and to form
informed views as to the MIA's outcome possibilities and
settlement fairness.

In response, the ACC Bondholders asserted that Judge Gerber must
examine the controversy as if he was a "visiting judge" who had
come in to the case as an outsider, and had read only the record.

The ACC Bondholders are:

        -- Aurelius Capital Management, LP,
        -- Catalyst Investment Management Co., LLC,
        -- Drawbridge Global Macro Advisors LLC,
        -- Drawbridge Special Opportunities Advisors LLC,
        -- Elliott Associates, LP,
        -- Farallon Capital Management LLC,
        -- Noonday Asset Management LP, and
        -- Perry Capital LLC;

Judge Gerber disagrees with the ACC Bondholders' argument because
it runs flatly inconsistent with the long-time practice in
judicial consideration of settlements and if ever accepted, would
represent a sea of change in the manner in which settlements are
evaluated -- requiring the individual with more knowledge than
anyone of the propriety of the settlement to abandon the benefits
of his or her expertise with respect to the matter to be decided.

According to Judge Gerber, the approval of settlements is a matter
within the discretion of the bankruptcy court.  The exercise of
discretion, at least in the context of settlements, typically
involves consideration of the applicable law with respect to the
underlying issues to be litigated, the facts that are put forward
or alleged with respect to the underlying controversy, and the
consideration of judicially prescribed factors to be taken into
account in exercising one's discretion for considering approval of
the settlement.

In the bankruptcy context, Judge Gerber adds, it also includes
judicial experience, knowledge of the past proceedings in the case
and the alternatives for its future, and consideration of what is
best for the future of the parties and the estate.

Judge Gerber states that there is nothing in the law that requires
a court approving a settlement to approach the case with blinders,
and to disregard its knowledge of the case, and the litigants'
"strategies, positions and proofs."

A. Assent to Settlement

Judge Gerber rejects the ACC Bondholders' contentions that:

   (a) only the now-dormant ACC Senior Notes Committee was
       empowered to propose the Settlement;

   (b) only an "independent fiduciary" could propose the
       Settlement; or

   (c) nobody could propose the Settlement.

Judge Gerber further rejects the ACC Bondholders' argument that
the ACOM Debtors, with the assent of the affected classes, did not
have the power to propose the Settlement.

Judge Gerber contends that the ACOM Debtors have always had the
rights of debtors and debtors-in-possession, which include the
right to propose settlements in a reorganization plan, under
Section 1123(b)(3), or under Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

Judge Gerber also notes that Tudor Investment Corporation and
Highfields Capital originally were designated by the ACC Senior
Noteholders Committee to be its representatives in the MIA
negotiations, and were the earliest members of the ACC Senior
Noteholders Committee to negotiate a settlement of MIA issues.
They had participated in the settlement discussions with the
knowledge of most of the other members of the ACC Senior
Noteholders Committee.

However, Tudor and Highfields executed a Plan Agreement with,
among others, the ACOM Debtors.  Tudor and Highfields each were
acting in its individual capacity, and not in a fiduciary capacity
as an authorized representative of any other ACC senior
bondholders -- including the ACC Senior Noteholders Committee.

"[W]ith the ACC Senior Noteholders Committee having split and
become disabled, and with at least some members now believing that
the Settlement would be a good thing, it is ludicrous to believe
that dissenters on that committee could prevent ACC Senior
Noteholders from considering the Settlement proposal,"
Judge Gerber says.

Judge Gerber relates that counsel for Tudor and Highfields
determined at closing arguments during the Confirmation Hearing
that the ACC Bondholders, the objectors to the Settlement, are not
an official committee and "do not have ... standing to hold the
majority of the ACC noteholders hostage to their own desires..."

With regards to the ACC Bondholders' argument that only an
independent ACOM fiduciary could propose the Settlement if the
now-paralyzed ACC Senior Noteholders Committee didn't support it,
Judge Gerber asserts that it misses the mark in several respects:

   (a) he has previously ruled that it was unnecessary to appoint
       trustees or nonstatutory fiduciaries to deal with the
       conflicts resulting from the MIA; and

   (b) the ACC Senior Noteholders Committee, before it split, had
       taken exactly the opposite position.

B. Settlement Analysis

In reviewing a compromise, a bankruptcy court need not be aware of
or decide the particulars of each individual claim resolved by the
settlement agreement, or "assess the minutia of each and every
claim," Judge Gerber explains.  Rather, the court "need only
canvass the issues and see whether the settlement falls 'below the
lowest point in the range of reasonableness.'"

The expense and delay occasioned by a continued litigation of the
MIA would prejudice many parties-in-interest, most particularly,
the creditors of ACOM.  As the MIA continued, administrative
expenses would continue to accrue or have to be paid in cash.
Interest on secured bank debt would have to continue to be paid.

After looking initially solely at the Settlement's economic terms,
Judge Gerber finds that the Settlement is plainly reasonable, well
within the range of reasonableness, fair and equitable, and in the
best interests of the ACOM estate.

                 Classification of Certain Claims

The ACC Bondholders have objected to classification of ACC Trade
Claims and Allowed Other Unsecured Claims in two separate classes,
arguing that creditors comprising either class are general
unsecured creditors of equal rank and priority.  The ACC
Bondholder Group further argued that the placement of the those
claims in two separate classes is arbitrary, and suggested that
the only reasonable conclusion for segregating these substantially
similar claims into two classes is the Plan Proponents' desire to
gerrymander an accepting impaired class of ACC claims.

In response, the Plan Proponents ask the Court to reject
allegations of gerrymandering, arguing that Claims and Equity
Interests were not classified separately "solely to create an
impaired assenting class".  Rather, they argue, the Plan's
classification structure was created with a view towards
recognizing and respecting legal rights and obligations, and
maximizing and protecting value for all creditors of each of the
Debtors.

Judge Gerber points out that although Section 1122(a), by its
terms, doesn't require that all similarly situated claims be
classified together, rulings in In re One Times Square Assocs.
Ltd. P'ship, 159 B.R. 695, 703 (Bankr. S.D.N.Y. 1993), has made
clear that separate classification of substantially similar
unsecured claims is permissible only when there is a reasonable
basis for doing so or when the decision to separately classify
"does not offend one's sensibility of due process and fair play."

When considering assertions of gerrymandering, courts in the
Second Circuit in Boston Post Rd. Ltd. P'ship v. FDIC (In re
Boston Post Rd. Ltd. P'ship), 21 F.3d 477, 483 (2d Cir. 1994),
have inquired whether a plan proponent has classified
substantially similar claims in separate classes for the sole
purpose of obtaining at least one impaired assenting class,
Judge Gerber states.

Judge Gerber notes that the classification structure in the Plan
is based on the requirement that the ACOM Debtors recognize:

   (a) the similar legal character of the claims and equity
       interests grouped together; and

   (b) the different legal character of those Claims and Equity
       Interests that are classified separately.

Accordingly, Judge Gerber finds that the Plan complies with
Section 1122 of the Bankruptcy Code and relevant Second Circuit
case law.

                    Plan Proposed in Good Faith

Judge Gerber finds that the Plan plainly satisfies Section
1129(a)(3), which requires the Plan to have been proposed in good
faith and not by any means forbidden by law.

"I have seen, first hand, how [the ACOM Debtors and the Creditors
Committee] have balanced . . . their responsibilities as
fiduciaries to maximize value and bring these cases to a
successful end, with the demands that have been placed upon them
by feuding individual creditor groups with parochial desires to
maximize the return on their individual investments in these
cases," Judge Gerber relates.  "Likewise, the bank agents acted
vigorously, but always properly, in addressing the concerns in
their domain."

                  Equal Treatment under the Plan

The ACC Noteholders have argued that the solicitation process has
been irreparably tainted by offers of special consideration to
some, but not all members of the Senior Notes class.  Thus, they
say, the Plan violates Section 1123(a)(4).

Judge Gerber contends that neither the Bankruptcy Code nor its
legislative history precisely defines the standards of "equal
treatment."  However, courts in See In re AOV Industries Inc.,
792 F.2d 1140, 1154 (D.D.C. 1986), have held that the statute does
not require identical treatment for all class members in all
respects under a plan, and that the requirements of Section
1123(a)(4) apply only to a plan's treatment on account of
particular claims or interests in a specific class -- not the
treatment that members of the class may separately receive under a
plan on account of the class members' other rights or
contributions.

Judge Gerber notes that the exculpation and release provisions of
the Plan are separate and independent provisions negotiated and
agreed to as part of the Settlement -- available to any and all
who also support the Settlement.  All holders of ACC Senior Notes,
including members of the ACC Bondholders, were entitled to avail
themselves of the protection afforded by the release and
exculpation provisions.

Thus, Judge Gerber finds that the exculpation and release
provisions under the Plan have no bearing on the Plan's treatment
of claims.

Equal treatment of claims is all that is required by Section
1123(a)(4), Judge Gerber explains.  "I hold that the treatment of
each ACC Senior Note claim under the Plan is the same whether the
holder of [that] claim voted to accept or to reject the Plan, and
that the requirements of section 1123(a)(4) are satisfied."

                    Best Interests of Creditors

As opposed to the ACC Bondholders' contentions, Judge Gerber finds
that the Plan easily meets the requirements of the Best Interests
test.

"No dissenting creditor is receiving less than it would receive in
the event of a liquidation of the Debtor against whom that
creditor has a claim," Judge Gerber states.

                Possible Payment More Than In Full

The bulk of the consideration that was paid for the Time
Warner/Comcast acquisition was in cash, but a major portion of it
was in TWC stock -- whose value is in some respects subjective,
and which is subject to fluctuations in value.  Most unsecured
creditors will be paid at least in part in TWC stock.

Judge Gerber disagrees with the ACC Bondholders' contentions that
some creditors might be getting paid more than par plus accrued,
due to the increased value of TWC stock since the Sale
Transaction, will be contrary to law, and makes the Plan
unconfirmable.

Among others, Judge Gerber points out that the "fair and
equitable" requirement of Section 1129(b) of the Code prohibits
payment of more than par plus accrued in any instance where
Section 1129(b) applies, that is any situation where cramdown is
proposed.  However, there is no cramdown situation in the ACOM
Debtors' cases.

Judge Gerber adds that at the $6,500,000,000 valuation for TWC
stock that he has found, dissenting creditors do much better under
the Plan than they would under a liquidation proceeding.

                  Classes Where No Creditor Voted

Judge Gerber disagrees with the ACC Bondholders' argument that the
Plan Proponents had to proceed by cramdown because there were
classes for six ACOM Debtors wherein no creditor voted and they
cannot be said to have accepted the Plan.

Judge Gerber notes that the Plan adopts a presumption that if no
holders of Claims or Equity Interests eligible to vote in a
particular Class vote to accept or reject the Plan, the Plan will
be deemed accepted by the holders of those Claims or Equity
Interests in that Class.  The presumption was explicit and well
advertised, appearing in both the Plan and the Second Disclosure
Statement Supplement.  Judge Gerber upholds the Plan presumption
with respect to the non-voting creditors in those classes.

Judge Gerber points out that case law at the Circuit Court of
Appeals level -- "the only law at that high a level" -- supports
the presumption.  He refers to the Ruti-Sweetwater case, in where
the Tenth Circuit affirmed a bankruptcy court's decision that "a
non-voting, non-objecting creditor who is the only member of a
class . . . is deemed to have accepted the Plan for purposes of
[Section] 1129(b)."

                     Forfeited Rigas Sub Debt

The Plan cancels $567,000,000 in Subordinated Note Claims
purportedly purchased by James Rigas and Michael Rigas that they
later forfeited to the U.S. Government under the ACOM Debtors'
court-approved settlement with the U.S. Department of Justice.  
The Sub Debt class under the Plan covers bona fide third-party
holders of Sub Debt, but expressly excludes the Rigas Sub Debt.  
In connection with the confirmation of the Plan, Judge Gerber has
been asked to decide on the issue.

In a separate opinion, Judge Gerber has determined that the Rigas
Sub Debt was never validly issued, and was not the subject of an
allowed claim and to subordination provisions that would make it
subject to turnover to more senior debt.

Thus, Judge Gerber concludes, the Rigas Sub Debt was properly
cancelled under the Plan, and was not subject to turnover to
holders of ACC Senior Notes.

                Equity Committee's Objection to CVV

Judge Gerber finds that the Official Committee of Equity Security
Holders' various objections to confirmation, principally with
respect to the Contingent Value Vehicle, are without merit and
will be overruled.

Judge Gerber disagrees, among others, with the Equity Committee's
arguments that:

   (a) the Court "lacks jurisdiction" to remove the Equity
       Committee as a plaintiff in the Bank Litigation, to
       transfer the Equity Committee claims to the CVV, or to
       substitute the CVV Trustees as plaintiffs, because the
       reference has been withdrawn;

   (b) the ACOM Debtors can't transfer the Equity Committee
       claims to the CVV; and

   (c) the Plan's proposed distribution of proceeds from the CVV
       violates the Absolute Priority Rule.  

The Equity Committee also objects to the Plan provision providing
that the Equity Committee will terminate on the Plan's effective
date, except for the narrow purpose of final applications for
fees.  Judge Gerber, however, rules that the provision is entirely
appropriate.

Judge Gerber says, "[t]he Equity Committee served responsibly and
well.  But now its job is done."

                           Calyon Issues

Under the Bank Lenders' loan agreements, the secured bank lenders
are entitled to the repayment of their principal, interest, and
attorneys fees.  They also have a contractual right under their
loan agreements to indemnification for losses they may suffer in
connection with their loans, unless they are judicially determined
to have acted in a way that would disqualify them from that
entitlement.

The Plan offers the bank lenders that are a party to the Bank
Lenders Action an additional $80,000,000 -- which totals
$90,000,000 if coupled with the Joint Venture Plan for the
Parnassos and the Century-TCI Debtors -- to pay their post-
effective date indemnification claims.  The amount is in addition
to upwards of $170,000,000 that has been paid to the banks for
their expenses through the effective date.  The amount is
satisfactory to all except for one of the approximately 400 bank
lenders.

Calyon New York Branch has voted against the Plan and raised
objections to confirmation, notwithstanding the acceptance of the
Plan by each of the classes in which it is a member.

Calyon asserts that the amount it would get is insufficient to
fund its desired expenditures in its litigation defense, and that
it must be provided the funds, which would range from $4,000,000
to $39,000,000, that it wishes to spend on the defense of the Bank
Lenders Action.

Judge Gerber says that consistent with past practice in the Court
and elsewhere, he estimating Calyon's future expenses for the
purposes of establishing a fair reserve, and not for the purposes
of ultimate allowance.

With respect to estimation and the means to do it, Judge Gerber
states that he takes guidance from the decision in Ralph Lauren
Womenswear, 197 B.R. 771 (Bankr. S.D.N.Y. 1996).  Neither the
Bankruptcy Code nor the Federal Rules of Bankruptcy Procedure
prescribes any method for estimating a claim.

"Here we are talking about a prediction as to the future, where
the fact that some future fees will have to be paid is certain (or
nearly so), but the amount is highly uncertain," Judge Gerber
explains.  "There is also uncertainty as to whether the future
fees, to the extent incurred, will be reasonable."

Judge Gerber states that Section 506(b) limits oversecured
lenders' claims for fees and costs to an amount sufficient to pay
"reasonable" expenses.

The Plan Proponents propose to estimate Calyon's post-effective
date indemnification claims against the ACOM Debtors in an amount
not to exceed approximately $632,000, which represents Calyon's
pro rata share of the $12,000,000 LIF that was consensually
established under the Plan for Calyon and the other non-
administrative agent banks.  However, Calyon objects to its
$632,000 pro rata share of that $12,000,000 fund.

After analyzing the record to determine a reasonable amount to
reserve to award Calyon for its LIF, Judge Gerber estimates
Calyon's claim for post-effective date indemnification claims to
$700,000, bringing its LIF to a total of approximately $1,330,000.

A full-text copy of Judge Gerber's 267-page Decision is available
for free at http://ResearchArchives.com/t/s?1823

A full-text copy of the proposed Confirmation Order is available
for free at http://ResearchArchives.com/t/s?1822

A full-text copy of Judge Gerber's Decision on Rigas Sub Debt is
available for free at http://ResearchArchives.com/t/s?1824

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.
(Adelphia Bankruptcy News, Issue No. 160; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Bondholders Object to 5th Amended Plan Changes
--------------------------------------------------------------
The ACC Bondholders Group objects to the proposed modifications to
Adelphia Communications Corp. and its debtor-affiliates' Fifth
Amended Plan of Reorganization.

The ACC Bondholders ask the U.S. Bankruptcy Court for the Southern
District of New York, based on the material nature of the
modifications, to either:

   (a) deny the proposed modifications and confirmation of the
       Plan; or

   (b) direct the Plan Proponents to re-solicit the votes of all
       ACOM creditors based on the modified form of Plan.

The ACC Bondholders are:

        -- Aurelius Capital Management, LP,
        -- Catalyst Investment Management Co., LLC,
        -- Drawbridge Global Macro Advisors LLC,
        -- Drawbridge Special Opportunities Advisors LLC,
        -- Elliott Associates, LP,
        -- Farallon Capital Management LLC,
        -- Noonday Asset Management LP, and
        -- Perry Capital LLC;

During the course of the confirmation hearing for the Fifth
Amended Plan of Reorganization, the Plan Proponents announced, "in
various formats and guises", several material modifications to the
Plan that adversely impact the ACOM creditors, relates Sylvia A.
Mayer, Esq., at Weil, Gotshal & Manges LLP, in New York, on behalf
of a group of Adelphia Communications Corp. bondholders.

Ms. Mayer asserts that the ACOM creditors who voted to accept the
Plan should be notified of the proposed Plan modifications,
informed of the higher valuation and intent to determine
contractual subordination rights, and afforded an opportunity to
reconsider their acceptance.

Ms. Mayer argues that the modifications:

   (a) further reduce funds originally promised to be made
       available for the ACOM creditors, rather than set aside
       for various litigation indemnification funds, from
       $175,000,000 to $77,000,000 million;

   (b) continue to force the ACOM creditors to pay, out of the
       residual value otherwise available to them, the
       professional fees of other creditors whose interests are
       adverse to those of the ACOM creditors, and with no notice
       or opportunity to reconsider their vote, increase this
       requirement by $4,175,000;

   (c) recognize the material undervaluation of the TWC Stock and
       attempt a purely cosmetic fix to bring the highest point
       under the collar in line with the Plan Proponents' own
       expert's valuation -- a valuation known by the Debtors,
       yet not disclosed, before the vote was complete; and

   (d) potentially strip all holders of ACOM Senior Notes of the
       benefit of contractual subordination provisions, without
       notice and an opportunity to be heard, in the context of
       the Plan.

Ms. Mayer asserts that other than announcements in open court and
certain Court filings, no notice has been given to the ACOM
creditors, especially to accepting ACC creditors, of the proposed
modifications to the Plan, which adversely impact their
recoveries.

Ms. Mayer contends that while the ACC Bondholder Group actively
participated in the Confirmation Hearing as an objecting party and
made clear that each of its members voted to reject the Plan,
other ACC creditors -- particularly the ACC Accepting Creditors --
have not been similarly involved.

Ms. Mayer points out that pursuant to Sections 1125 and 1127(a) of
the Bankruptcy Code and Rule 3019 of the Federal Rules of
Bankruptcy Procedure, those ACC creditors who voted to accept the
Plan -- 10 to 20 days prior to any public announcement of the
materially adverse Plan modifications -- must be re-solicited.

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.
(Adelphia Bankruptcy News, Issue No. 160; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MARKETING: Organizational Meeting Scheduled on Friday
--------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in
Advanced Marketing Services, Inc. and its debtor-affiliates'
chapter 11 cases at 10:00 a.m., on Friday, Jan. 12, 2006, at the
Double Tree Hotel, 700 King Street, Salon L in Wilmington,
Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,  
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Chun I. Jang, Esq., Mark D. Collins, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  The Debtors' exclusive period to file a
chapter 11 plan expires on Apr. 28, 2007.


AES CORP: Increases Revolving Credit Facility to $750 Million
-------------------------------------------------------------
AES Corporation disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on Dec. 6 and Dec. 26,
2006, it entered into amendments for its senior secured credit
facility.

The amendments are part of a single plan and increase the size of
the revolving credit facility from $650 million to $750 million.

The amendment was entered into by:

    * AES Corp., as borrower;

    * AES Hawaii Management Company, Inc., AES New York Funding,
      L.L.C., AES Oklahoma Holdings, L.L.C., and AES Warrior Run
      Funding, L.L.C., as Subsidiary Guarantors;

    * Citicorp Usa, Inc., as Agent and as a Revolving Fronting
      Bank;

    *  Citibank N.A., as Collateral Agent;

    * Bank of America, N.A., Deutsche Bank Trust Company Americas,
      Lehman Commercial Paper, Inc., UBS AG, Stamford Branch,
      Union Bank California, N.A., CALYON - New York Branch, and
      Societe Generale - New York Branch, as Revolving Fronting
      Banks; and

    * Barclays Bank PLC, as a Committing Bank.

A full-text copy of Amendment No. 9 to the Third Amended and
Restated Credit and Reimbursement Agreement, dated as of Dec. 29,
2006, is available for free at:

           http://ResearchArchives.com/t/s?182c

A full-text copy of Amendment No. 8 to the Third Amended and
Restated Credit and Reimbursement Agreement, dated as of Dec. 6,
2006, is available for free at:

          http://ResearchArchives.com/t/s?182d

AES Corp. (NYSE:AES) -- http://www.aes.com/-- is a global   
power company.  The Company operates in South America, Europe,
Africa, Asia and the Caribbean countries.  Generating 44,000
megawatts of electricity through 124 power facilities, the company
delivers electricity through 15 distribution companies.

AES's Latin America business group is comprised of generation
plants and electric utilities in Argentina, Brazil, Chile,
Colombia, Dominican Republic, El Salvador, Panama and Venezuela.
Fuels include biomass, diesel, coal, gas and hydro.  The group
also pursues business development activities in the region.  AES
has been in the region since May 1993, when it acquired the CTSN
power plant in Argentina.

                           *     *     *

The company's senior secured term loan due 2011 and senior secured
revolving credit facility due 2010 carry Moody's Ba1 rating.


AIR AMERICA: CACI International Can Pursue Defamation Suit
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has allowed CACI International Inc. to pursue its defamation suit
against Air America Radio, aka Piquant LLC, and Randi Rhodes, a
host at Air America, the Associated Press reports.  CACI is
seeking $1 million in compensatory damages and $10 million in
punitive damages.

According to AP, the suit arose from statements Ms. Rhodes made on
her show allegedly accusing CACI employees of raping and murdering
Iraqi civilians at the Abu Ghraib prison.

Claims against CACI are covered by Air America's insurance policy,
AP reports.  CACI says any damages would be paid out of that
policy and not from the company's assets.

Arlington, Va.-based CACI is an information technology-consulting
firm.  The company generates most of its revenue from government
contracts.  A CACI subsidiary company provided civilian
interrogators for the U.S. military in Iraq.

                         About Air America

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


ARAMARK CORP: Buyout Prompts Moody's Low-B Ratings on Debentures
----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
proposed financing of the leveraged buyout of Aramark Corporation.  

Moody's concurrently downgraded to B3 from B2 the rating on the
existing 5% senior notes due 2012 of Aramark Services, Inc., a
wholly-owned subsidiary of Aramark Corporation.  This concludes a
review for possible downgrade initiated on May 1, 2006.

The rating outlook is stable.

Ratings Assigned:

   * Aramark

      -- $600 million secured revolving credit facility due 2013,
         Ba3, LGD3, 32%;

      -- $3.660 billion secured term loan due 2014, Ba3, LGD3,
         32%;

      -- $250 million secured synthetic letter of credit facility
         due 2013, Ba3, LGD3, 32%;

      -- $1.7 billion senior unsecured notes due 2015, B3, LGD5,
         80%;

      -- $570 million senior subordinated notes due 2016, B3,
         LGD6, 93%;

      -- Corporate family rating at B1; and,

      -- Probability of Default rating, B1.

These ratings are subject to Moody's review of final
documentation.

Ratings Downgraded:

   * Aramark

      -- Corporate Family Rating, to B1 from Ba3;

      -- Probability of Default rating, to B1 from Ba3;

      -- Senior unsecured shelf registration, to B3, LGD6, 96%
         from B2, LGD6, 96%; and,

      -- Senior subordinated shelf registration, to B3, LGD6,
         97% from B2, LGD6, 97%.

Ratings Downgraded:

   * Aramark Services:

      -- $250 million senior unsecured notes due 2012, to B3,
         LGD6, 96% from B2, LGD6, 96%;

      -- Senior unsecured shelf registration, to B3, LGD6, 96%
         from B2, LGD6, 96%; and,

      -- Senior subordinated shelf registration, to B3, LGD6,
         97% from B2, LGD6, 97%.

Ratings affirmed:

   * Aramark Services

      -- $300 million senior unsecured notes due 2007, Baa3;
      -- $31 million senior unsecured notes due 2007, Baa3; and,
      -- $300 million senior unsecured notes due 2008, Baa3.

The review of the ratings was initiated on May 1, 2006, after the
dislcosure that the company had received a proposal to be acquired
in a leveraged buyout led by its chairman and private equity
investors GS Capital Partners, J.P. Morgan Capital Partners, CCMP
Capital Partners, Thomas H. Lee Partners and Warburg Pincus LLC.

On Aug. 8, 2006, the board of directors of ARAMARK approved a
definitive merger agreement.  The merger is valued at
approximately $8.6 billion, including the assumption or repayment
of approximately $2.1 billion of existing debt, and is expected to
close in the first quarter of 2007.

The merger is expected to be financed with a $3.66 billion secured
term loan, $1.7 billion of senior unsecured notes, $570 million of
senior subordinated notes and an equity contribution of
$2.1 billion.  The company has received commitments to increase
the size of its receivable securitization facility from
$225 million to $250 million and expects to have $225 million
outstanding at closing.

Moody's will withdraw the ratings on the senior notes due 2007-
2008 upon the closing of the buyout since these notes are expected
to be redeemed by the company.  The existing corporate family
rating of ARAMARK will also be withdrawn upon the closing of the
buyout.  The senior notes due 2012 will remain outstanding after
the consummation of the buyout.  The downgrade of the senior notes
due 2012 reflects the structural subordination of these notes to
high levels of secured and guaranteed debt in the post-acquisition
capital structure.  The provisional ratings of ARAMARK will be
converted into definitive ratings upon the closing of the buyout.

The B1 Corporate Family Rating is supported by the large size of
the company, significant geographic, customer and service line
diversification and good growth fundamentals.  Financial strength
will weaken significantly post-merger because of the approximately
$4.5 billion in incremental debt needed to fund the buyout.  The
ratings are constrained by cash flow, leverage and interest
coverage metrics that are weak for the B1 rating category.

The stable outlook reflects Moody's expectation of 2%-4% organic
revenue growth and modest EBIT margin improvement over the next
12-24 months.  Cash flow, leverage and interest coverage metrics
are expected to remain weak for the rating category during this
period.

Aramark Corporation, headquartered in Philadelphia, Pennsylvania,
is one of the largest U.S. providers of food and support services
to a variety of end markets across the country, including
businesses, the educational and healthcare sectors, sports and
entertainment venues and correctional institutions.  The company
also operates the second largest uniform and career apparel rental
services and sales business in the U.S., catering to a diversified
client portfolio through an extensive national service network.  
For the twelve month period ending Sept. 30, 2006, revenues were
approximately $11.6 billion.


ASARCO LLC: Has Until May 11 to Remove Civil Actions
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi further extends until May 11, 2007, the period
within which ASARCO LLC and its debtor-affiliates may remove civil
actions.

As reported in the Troubled Company Reporter on Dec. 18, 2006, the
Debtors were parties to a myriad of lawsuits in various state and
federal courts.  The issues involved in many of those lawsuits are
complex and many require individual analysis of each case.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth,
& Holzer, P.C., asserted that the Debtors need additional time to
review the lawsuits at issue to determine whether removal of the
various cases is in the best interest of the bankruptcy estates.

                         About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: 3 Subsidiaries Want Until Jan. 26 to File Schedules
---------------------------------------------------------------
Debtors AR Sacaton LLC, ASARCO Exploration Company Inc., and
Southern Peru Holdings LLC ask the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to extend the time
for them to file their schedules of assets and liabilities,
statement of financial affairs and lists of leases until
Jan. 26, 2007.

The Subsidiary Debtors explain that due to the administrative load
on ASARCO LLC's employees, they need more time to compile and
verify the accuracy of the data needed for the preparation and
filing of their Schedules.

The Subsidiary Debtors also ask the Court to schedule the meeting
of creditors shortly after the date they are ordered to file their
Schedules.

                         About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BALDOR ELECTRIC: S&P Places Corporate Credit Rating at BB-
----------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Fort Smith, Arkansas-based Baldor Electric Co.

At the same time, Standard & Poor's assigned its 'BB' bank loan
ratings and recovery ratings of '1' to the company's proposed
$1 billion seven-year, senior secured term loan and $200 million
five-year revolving credit facility, indicating the expectation of
full recovery of principal in the event of a payment default.

Also, the company's proposed $550 million 10-year senior
unsecured notes were rated 'B' and the proposed $150 million
three-year mandatory redeemable preferred stock was rated 'B-'.
The rating on the preferred stock applies to the company's
obligation to service the preferred stock until conversion, as
well as its obligation to issue common shares under the conversion
terms.  The rating does not pertain to the safety of principal.  
The preferred stock value depends on the market value of the
company's common shares, and is not addressed by the credit
rating.

Proceeds from the financing will be used to acquire the Power
Systems business from Rockwell Automation and to refinance
existing debt.  Total balance sheet debt following the transaction
will be approximately $1.55 billion.  

"The ratings reflect Baldor's aggressive financial profile
following the proposed acquisition of Rockwell Automation's Power
Systems business and the highly competitive and cyclical industry
in which the company operates.  This is somewhat offset by the
company's leading share in the domestic industrial electric motors
market and good operating margins," said Standard & Poor's
credit analyst Dan Picciotto.

After the acquisition, Baldor Electric will design and manufacture
motors, power transmission systems, drives, and generators.  The
company will have leading domestic share in the industrial
electric motor market offered under the Baldor and Reliance
brands.


BLUEGREEN CORP: S&P Revises Outlook to Stable From Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bluegreen Corp. to stable from positive.  

The outlook revision reflects Standard & Poor's expectation that
ratings are unlikely to be raised over the intermediate term given
increased leverage at Bluegreen to fund aggressive growth in the
timeshare and residential home sites businesses.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the Boca Raton, Florida-based timeshare
developer.  Total lease adjusted debt, including $470 million in
off-balance-sheet securitized obligations, was about $775 million
as of September 2006.  This compares to total lease adjusted debt
of about $630 million at December 2005.  

Standard & Poor's believes that including off-balance-sheet
securitized obligations more accurately reflects the capital
necessary to sustain current cash flow levels.

The ratings on Boca Raton, Florida-based Bluegreen reflect the
capital-intensive nature of the timeshare industry, reliance on
the capital market's appetite for debt backed by the company's
timeshare receivables, and a highly leveraged capital structure.
     
Higher leverage is due primarily to an increase in debt to finance
notes receivable and inventory investments, but also partly a
result of flat EBITDA during 2006 due to higher expenditures
related to new offsite sales locations and new marketing
alliances.

In addition, Bluegreen has experienced lower sales year to date in
2006 in its Communities business due to earlier-than-expected
sellouts of developments in 2005.  While the timeshare marketing
investments would reasonably be expected to produce increased
sales levels, and the inventory shortfalls in the Communities
business may be temporary, Standard & Poor's expects that
Bluegreen will continue to have sizable financing needs over the
intermediate term to fund its growth objectives.  Bluegreen
expects to develop new timeshare inventory during the next several
years, with investments in Las Vegas, Williamsburg, Virginia, and
Wisconsin Dells, Wisconsin.  

Bluegreen has also made significant investments in 2006 in
inventory for its Communities business, spending about $80 million
year to date.


CAROLINA COUNTRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carolina Country Barbecue, Incorporated
        P.O. Box 2727
        Gastonia, NC 28053

Bankruptcy Case No.: 07-30017

Chapter 11 Petition Date: January 4, 2007

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Geoffrey A. Planer, Esq.
                  P.O. Box 1596
                  Gastonia, NC 28053
                  Tel: (704) 864-0235

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First National Bank of        Bank loan               $2,756,000
Shelby                        Value of Collateral:
529 S. New Hope Rd.           $1,378,000   
Gastonia, NC 28054            

Internal Revenue Service      Trade debt              $1,131,196
P.O. Box 21126
Philadelphia, PA 19114

Wesley, Mark and D. Norman    Trade debt                $956,138
Morris
c/o Fred W. DeVore, III
831 E. Morehead St.
Suite 245
Charlotte, NC 28202

NC Dept. of Revenue           Trade debt                $184,000
Bankruptcy Unit
P.O. Box 1168
Raleigh, NC 27602

Tyson Meat Company            Trade debt                 $28,000
2545 E. Ozark Ave.
Gastonia, NC 28054

City of Gastonia              Trade debt                 $27,820
Tax Collector
P.O. Box 9000
Gastonia, NC 28053

First Gaston Bank             Bank loan                  $25,000
c/o Mark Heavner, Attorney
P.O. Box 488
Gastonia, NC 28053

BB&T Insurance Services Inc.  Trade debt                 $24,688
c/o Gerald H. Groon, Jr.
Attorney
P.O. Box 26268
Raleigh, NC 27611

Mecklenburg Co. Tax           Trade debt                 $16,338
Collector
P.O. Box 32247
Charlotte, NC 28232

Douglas P. Arthurs            Trade debt                 $10,550
Arthurs & Foltz, Attorney
at Law
P.O. Box 2206
Gastonia, NC 28053

Prime Rate Premium            Trade debt                  $8,500
Finance Corp., Inc.
P.O. Box 100507
Florence, SC 29501

Starr Electric                Trade debt                  $3,827
1808 Norland Road
P.O. Box 18726
Charlotte, NC 28218

NCO Financial Systems         Trade debt                  $2,692
For BellSouth Advertising
3850 N. Causeway Blvd.
Suite 300
Metairie, LA 70002

Bradford and Bradford, PA     Trade debt                  $2,280
Attorney at Law
P.O. Box 977
York, SC 29745

McCannon Rogers Driscoll &    Trade debt                  $2,214
Assoc.
P.O. Box 339
Gastonia, NC 28053

Chicago Title Co.             Trade debt                  $2,200
P.O. Box 1076
Gastonia, NC 28053

Receivables Control Corp.     Trade debt                  $1,160
For Ecolab Inc.
P.O. Box 9658
Minneapolis, MN 55440

York Chester Investment Co.   Trade debt                      $0
209 W. 2nd Avenue
Gastonia, NC 28052

UMC Investments               Trade debt                      $0
c/o Paul I. Klein, Esq.
P.O. Box 221648
Charlotte, NC 28222

City County Tax Collector     Trade debt                      $0
P.O. Box 31577
Charlotte, NC 28231


CC FUNDING: S&P Holds Rating on 2003-2 Class B-5 Debenture at B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from CC Funding Corp.'s series 2003-1 and 2003-2.  

At the same time, ratings were affirmed on 11 other classes from
these series.

The upgrades reflect positive collateral performance that had
significantly increased current and projected credit support
levels for the respective classes as of the December 2006
remittance period.  Significant principal prepayments and the
shifting interest structure of the transactions have allowed the
level of available credit support to build.  The projected
credit support multiples for the upgraded classes range from 1.94x
to 2.17x the original percentages at the new rating levels. Total
delinquencies to date have been low for the 2003 vintage: 3.54%
for series 2003-1 and 5.22% for series 2003-2.  Cumulative losses
to date are 0% for series 2003-1 and 0.03% for series 2003-2, and
the pools have paid down to 13.59% and 16.42% of their original
sizes, respectively.  
     
The affirmations reflect actual and projected credit support
levels that are sufficient to maintain the current ratings.  The
overall performance of both pools remains positive.

These transactions utilize a senior subordinate structure; each
class is supported only by the rated and unrated classes
subordinate to it.  The underlying collateral for these
transactions consists primarily of prime, 30-year, negatively
amortizing, adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.
   
                         Ratings Raised
    
                        CC Funding Corp.
                        
                                       Rating
                                       ------
             Series    Class       To         From
             ------    -----       --         ----
             2003-1    B-1         AA+        AA
             2003-1    B-2         AA-        A
             2003-1    B-3         A-         BBB
             2003-2    B-1         AA+        AA
             2003-2    B-2         A+         A

                        Ratings Affirmed

                        CC Funding Corp.

            Series      Class              Rating
            ------      -----              ------
            2003-1      A-1, A-2, A-NA     AAA  
            2003-1      B-4                BB
            2003-1      B-5                B
            2003-2      A-1, A-2, A-NA     AAA
            2003-2      B-3                BBB
            2003-2      B-4                BB
            2003-2      B-5                B


CENTENNIAL COMMS: Posts $33.4 Mil. Net Loss in Qtr. Ended Nov. 30
-----------------------------------------------------------------
Centennial Communications Corp. reported a $33.4 million net loss
for the second fiscal quarter ended Nov. 30, 2006, compared with
$8.2 million of net income for the same period in 2005.

Centennial Communications Corp. reported income from continuing
operations of $1 million for the second fiscal quarter of 2007 as
compared to income from continuing operations of $9.9 million in
the second fiscal quarter of 2006.  The second fiscal quarter of
2007 included $2.9 million of stock-based compensation expense.   
Consolidated adjusted operating income from continuing operations
for the second fiscal quarter was $88.2 million, as compared with
$87.7 million for the prior-year quarter.

"We have a strong history of growing retail cash flow in each of
our businesses, and continue to take important steps to reassert
our market leadership in both the U.S. and Puerto Rico,"
Centennial chief executive officer Michael J. Small said.  

"We operate great networks, have recently enhanced our direct
distribution channels and continue to showcase the continuity and
power of our brand.  Our successful unlimited offering in Puerto
Rico builds on our heritage of bringing simplicity and value to
our customers."

Centennial reported fiscal second-quarter consolidated revenue
from continuing operations of $229.2 million, which included
$121.5 million from U.S. wireless and $107.7 million from Puerto
Rico operations.  Consolidated revenue from continuing operations
grew 6 percent versus the fiscal second quarter of 2006.  The
company ended the quarter with 1,058,700 total wireless
subscribers, which compares with 992,200 for the year-ago quarter
and 1,041,500 for the previous quarter ended Aug. 31, 2006.  The
company reported 387,500 total access lines and equivalents at the
end of the second fiscal quarter, which compares with 324,100 for
the year-ago quarter.

U.S. wireless operations revenue was $121.5 million, a 10%
increase from last year's second quarter.  Retail revenue
increased 17% from the year-ago period primarily driven by a 9%
increase in total retail subscribers, and supported by strong
feature, data and access revenue.  Roaming revenue decreased 21%
from the year-ago quarter as a result of a 20% decline in total
roaming traffic.

Puerto Rico wireless operations were $78.9 million, unchanged from
the prior-year second quarter.

Puerto Rico broadband operations were $31.8 million, an 11% year-
over-year increase.  

                  About Centennial Communications

Headquartered in Wall, New Jersey, Centennial Communications Corp.
(NASDAQ: CYCL) -- http://www.centennialwireless.com/-- provides   
regional wireless and integrated communications services in the
United States and the Puerto Rico with approximately 1.1 million
wireless subscribers and 387,500 access lines and equivalents.  
The U.S. business owns and operates wireless networks in the
Midwest and Southeast covering parts of six states.  Centennial's
Puerto Rico business owns and operates wireless networks in Puerto
Rico and the U.S. Virgin Islands and provides facilities-based
integrated voice, data and Internet solutions.  Welsh, Carson,
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial.

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
Fitch assigned Centennial Communications Corp.'s issuer default
rating at 'B-' and senior unsecured notes rating at 'CCC/RR6'.
The rating outlook is stable.


CHARMING CASTLE: Court Okays Burr & Forman as Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
approved the application of the Official Committee of Unsecured
Creditors in Charming Castle LLC's chapter 7 case to retain Burr &
Forman LLP as its counsel, nunc pro tunc to Oct. 23, 2006.

As counsel, Burr & Forman will:

   a) assist the Committee in analyzing the reorganization or
      liquidation efforts of the Debtor;

   b) give legal advice with respect to its duties and powers in
      the Debtor's chapter 11 case;

   c) assist in its investigation of the acts, conduct, assets,
      liabilities and continuance of the business, and any other
      matter relevant to the case or to the formulation of a plan
      of reorganization or liquidation;

   d) participate in the formulation of the plan;

   e) assist in requesting the appointment of a trustee or
      examiner, if necessary; and

   f) perform other legal services as required in the interest of
      the creditors.

The firm's professionals bill:

        Professional                Position           Hourly Rate
        ------------                --------           -----------
        Robert B. Rubin, Esq.       Partner               $400
        Derek F. Meek, Esq.         Partner               $285
        Jennifer B. Kimble, Esq.    Associate             $190
        Julie Crawford, Esq.        Paralegal             $150

To the best of the Committee's knowledge, Burr & Forman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/-- manufactures mobile
homes.  The Company filed for chapter 11 protection on Oct. 5,
2006 (Bankr. N.D. Ala. Case No. 06-71420).  Robert L. Shields,
III, Esq., at the Shields Law Firm represents the Debtor.  On Dec.
11, 2006, the Court converted the Debtor's case into chapter 7.  
Robert A. Morgan serves as trustee and is represented by William
Dennis Schilling in Birmingham, Alabama.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
less than $50,000 but estimated debts between $10 million and
$50 million.  The Debtor's exclusive period to file a chapter 11
plan expires on Feb. 2, 2007.


CHASE MORTGAGE: Fitch Holds Low-B Ratings on Various Certificates
-----------------------------------------------------------------
Fitch Ratings affirmed these Chase Mortgage Finance Trust
transactions:

Series 2002-S4:

   -- Class A at 'AAA'.

Series 2002-S8:

   -- Class A at 'AAA';
   -- Class M at 'AAA';
   -- Class B-1 at 'AAA';
   -- Class B-2 at 'AA';
   -- Class B-3 at 'A'; and,
   -- Class B-4 at 'BBB'.

Series 2003-S1:

   -- Class A at 'AAA';
   -- Class M at 'AAA';
   -- Class B-1 at 'AA+'; and,
   -- Class B-4 at 'BB'.

Series 2003-S5:

   -- Class A at 'AAA';
   -- Class B-1 at 'A+';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB'; and,
   -- Class B-4 at 'B'.

Series 2003-S6:

   -- Class A at 'AAA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB'; and,
   -- Class B-4 at 'B'.

Series 2003-S7:

   -- Class A at 'AAA'.

Series 2003-S8:

   -- Class A at 'AAA';
   -- Class B-1 at 'A'; and,
   -- Class B-4 at 'B'.

Series 2003-S12:

   -- Class A at 'AAA';
   -- Class M at 'AA-';
   -- Class B-1 at 'A'; and,
   -- Class B-4 at 'B'.

Series 2003-S13:

   -- Class A at 'AAA'.

Series 2004-S1:

   -- Class A at 'AAA'.

Series 2004-S3:

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB'; and,
   -- Class B-4 at 'B'.

Series 2004-S4

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB'; and,
   -- Class B-4 at 'B'.

The affirmations, affecting approximately $2.1 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, all of the
above transactions have experienced growth in CE and have suffered
minimal to no losses to date.

The collateral for the above transaction consists of 15-year and
30-year fixed-rate mortgage loans extended to prime borrowers and
secured by first liens on one to four-family residential
properties.  The loans were originated or acquired by Chase
Manhattan Mortgage Corporation and are serviced by Chase Home
Finance, LLC, which is rated 'RPS1' by Fitch.

As of the December 2006 distribution date, the pool factors  range
from 5% to 70%.  In addition, the transactions are seasoned from
32 months to 58 months.


CMS ENERGY: Unit Gets $25MM Claim Award from American Arbitration
-----------------------------------------------------------------
CMS Energy Corporation's indirect wholly owned subsidiary,
Dearborn Industrial Generation LLC, received a $25 million award
from the American Arbitration Association regarding disputes with
Duke/Flour Daniel and others pertaining to the construction of the
Dearborn Industrial Generation Project, a 710 megawatt natural
gas-fueled cogeneration facility located in Dearborn, Michigan.

In October 2001, DFD, the primary construction contractor for the
DIG Project, presented the Dearborn Industrial Generation, LLC,
developer of the DIG Project, with a change order to their
construction contract and filed an action in Michigan state court
against DIG, claiming contractual damages in the amount of
$110 million, plus interest and costs.  DFD also filed a
construction lien for the $110 million.  DIG contested both of the
claims made by DFD.

The company disclosed that, in addition to drawing down on three
letters of credit totaling approximately $30 million that it
obtained from DFD, DIG filed an arbitration claim against DFD
asserting in excess of an additional $75 million.  The judge in
the Michigan state court case entered an order staying DFD's
prosecution of its claims in the court case and permitting the
arbitration to proceed and the claims of both parties to be
considered.  The arbitration hearing concluded on Sept. 28, 2006.

The AAA arbitration panel awarded DIG approximately $25 million,
including interest, on its various claims against DFD presented in
the arbitration.  The panel also awarded DFD approximately
$5 million on its claims and credited DFD approximately
$30 million, plus $2 million in interest, for the three letters of
credit DIG drew against DFD.  The result is a net amount due DFD,
inclusive of interest, in the amount of approximately $12 million,
which is payable upon entry of judgment in Wayne County Circuit
Court and within the applicable time periods contained in the
Michigan Court Rules.

The company has previously accrued a liability of approximately
$30 million on the matter and has recorded fourth quarter pre-tax
earnings of approximately $18 million because of the arbitration
result.

CMS Energy Corporation -- http://www.cmsenergy.com/-- is a  
Michigan-based company that has as its primary business operations
an electric and natural gas utility, natural gas pipeline systems,
and independent power generation.  Through its regulated utility
subsidiary, Consumers Energy Co., the company provides natural gas
and electricity to almost 60% of nearly 10 million customers in
Michigan's lower-peninsula counties.

                           *      *      *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service lowered its Corporate Family Rating for
CMS Energy Corp. to Ba2 from Ba1, in connection with its new
Probability-of-Default and Loss-Given-Default rating methodology.


CMS ENERGY: Inks MOU to Settle Securities Class Action Suits
------------------------------------------------------------
CMS Energy Corporation's special committee of independent
directors and its full board of directors approved a memorandum of
agreement regarding the settlement of shareholder class action
lawsuits linked to round-trip energy trading that took place at
CMS Marketing, Services and Trading Company, its former Texas-
based subsidiary.

The lawsuits alleged that the company violated U.S. securities
laws and regulations by making allegedly false and misleading
statements about its business and financial condition,
particularly with respect to revenues and expenses recorded in
connection with round-trip trading by CMS Marketing between 2000
and 2002.

The special committee of independent directors and the company's
full board of directors, both judged that it was in the best
interests of shareholders to eliminate the business uncertainty.
The company expects the MOU to lead to a detailed stipulation of
settlement that will be presented to the assigned federal judge
and the affected class in the first quarter of 2007.

The District Court appointed Andover Brokerage LLC and Herbert
Steiger as lead plaintiffs and the law firms of Entwistle &
Cappucci LLP and Milberg Weiss Bershad Hynes & Lerach LLP as
plaintiffs' co-lead counsel, and the law firms of Mantese, Miller,
and Shea, PLLC, and Elwood S. Simon & Associates as plaintiffs'
liaison counsel for the Class action suits.

                         Terms of the MOU

Under the terms of the MOU, the litigation will be settled for a
total of $200 million, including the cost of administering the
settlement and any attorney fees the court awards.  The company
will make a payment of $123.5 million plus an amount equivalent to
interest on the outstanding unpaid settlement balance beginning on
the date of preliminary approval of the Court and running until
the balance of the settlement funds is paid into a settlement
account.  Of the amount, the company's insurers will pay
$76.5 million.

The company disclosed that it has established a $123.5 million
reserve and taken a resulting pre-tax charge to 2006 earnings in
the fourth quarter.

The company says that, in entering the MOU, it makes no admission
of liability under the Actions.

The company further disclosed that the settlement amount can be
paid and its liquidity needs for continuing operations can be met
from cash from operations and available cash.

A full text-copy of the MOU may be viewed at no charge
at http://ResearchArchives.com/t/s?1821

CMS Energy Corporation -- http://www.cmsenergy.com/-- is a  
Michigan-based company that has as its primary business operations
an electric and natural gas utility, natural gas pipeline systems,
and independent power generation.  Through its regulated utility
subsidiary, Consumers Energy Co., the company provides natural gas
and electricity to almost 60% of nearly 10 million customers in
Michigan's lower-peninsula counties.

                           *      *      *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service lowered its Corporate Family Rating for
CMS Energy Corp. to Ba2 from Ba1, in connection with its new
Probability-of-Default and Loss-Given-Default rating methodology.


COLLINS & AIKMAN: Wants Second Stipulation on Lear Pact Approved
----------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates ask the Honorable
Steven W. Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan to approve a second stipulation between the
Debtors and Lear Corporation and its affiliates and subsidiaries
resolving the remaining disputed prepetition debt, which will mark
the end of the dispute.

Before filing for bankruptcy, the Debtors and Lear provided each
other with certain automotive component parts.  It was agreed on
the first stipulation that the prepetition Lear receivable owed
to the Debtors was $4,441,028.  The Debtors also believed that
they were owed an additional $866,622 from Lear on account of
prepetition shipments to Lear.

It was also agreed in the First Stipulation that Lear was owed
$331,899.  At the time of the First Stipulation, Lear asserted
that it continued to be owed on account of prepetition shipments
to the Debtors an additional $88,209 from the Debtors.  Both
parties have reconciled and agreed that the additional receivable
is due to Lear.

On Nov. 3, 2006, Lear filed a motion seeking a declaration that
the automatic stay did not prohibit it from recouping the
prepetition amounts owed to Lear against prepetition amounts that
Lear owed the Debtors.

Under certain agreements, the Debtors transferred certain accounts
to Carcorp Inc., who in turn assigned substantially all accounts
receivable to General Electric Capital Corporation.

GECC alleged that under the terms of the Agreements, around
$1,776,305 of the Lear Receivable was assigned to GECC.  It was
agreed in the First Stipulation that $1,323,907 was owed in
respect to the assigned accounts.

On Dec. 22, 2005, GECC filed a complaint for declaratory
judgment and related relief against the Debtors and Lear seeking
payment of the portion of the Lear Receivable assigned to GECC.

In accordance with the First Stipulation, Lear paid the Debtors
$2,697,683 and paid GECC $1,323,907.

On Oct. 13, 2006, the Court approved a stipulation regarding a
Receivables Transfer Agreement between the Debtors and GECC.  

The Debtors and Lear now agree that $513,168 of the disputed
prepetition debt is actually owed by various other customers of
the Debtors or is otherwise not payable by Lear; and $273,272 is
based on invoices that were paid by Lear, and therefore, were not
properly categorized as part of the Lear Receivable.  The
remaining Disputed Prepetition Debt is $79,512.

Pursuant to the Second Stipulation, the Debtors and Lear have
agreed that:

     * Lear will pay $39,756 to the Debtors within five business
       days from the entry of Court order, and the payment will
       absolve Lear of any and all liability for any debt on
       account of the Lear Receivable or the Disputed Prepetition
       Debt; and

     * Lear may recoup the Reserve and apply it in full
       settlement of the Additional Receivable.

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)


COMPLETE RETREATS: Court OKs $98MM Asset Sale to Ultimate Resort
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut has
approved an Asset Purchase Agreement and a Management Contract by
and between the Debtors and Ultimate Resort, LLC.  The Hon. Alan
H.W. Shiff authorized the transfer, conveyance, and assignment of
the Acquired Assets to Ultimate, free and clear of all liens,
claims, encumbrances, and other interests on the closing of the
Sale.

Judge Shiff does not exempt the transfer of real estate in Florida
from stamp and similar taxes under Section 1146(a) as per the
request of the Florida Department of Revenue.  The Court explains
that it has not found any authority for a Section 1146(a)
exemption in a case where a plan had not been filed as of the time
of the Sale.

           Contracts & Liabilities Assumed by Ultimate

The Court also authorized the Debtors to assume and assign the
Assumed Contracts and the Assumed Liabilities to Ultimate.  Each
of the Assumed Contracts will, upon assignment to Ultimate, be
deemed to be valid and binding on Ultimate and in full force and
effect and enforceable in accordance with their terms, Judge
Shiff says.

The Debtors and the non-Debtor party to an Assumed Contract will
endeavor in good faith to resolve any disputed cure amount
objections, Judge Shiff rules.  If a resolution cannot be
reached, the Court directs the Debtors to promptly schedule a
hearing to address the unresolved Cure Objections.

Pursuant to agreements between the Debtors and the applicable
non-Debtor parties, the cure amounts for the Debtors' contracts
with 16 counterparties are:

    Counterparty                           Cure Amount
    ------------                           -----------
    Akira, LLC                                $49,503
    Angela Meyer                               13,709
    BDL Associates                             20,587
    Ben and Holly Gill                         30,141
    Chris Laukenmann                           19,193
    Curtis D. Stoldt                           15,080
    David Stephens                             39,205
    Dennis Gurevich                            21,798
    Doug and Cynthia Harmon                    39,508
    F-4 Crystal Springs, LLC                   20,564
    Kiawah Island Golf Resort                  78,451
    Moshe Kedan                                23,208
    Paul J. Morrissey                          13,709
    Susan Bergeron                             31,161
    Thrall Enterprises, Inc.                   13,866
    Trump International Management Corp.      246,994

Except for the right to enforce the Debtors' obligation to pay the
Cure Amounts, each non-Debtor party to an Assumed Contract is
forever barred, precluded, estopped, and permanently enjoined from
asserting against the Debtors or Ultimate any default existing as
of the date of the Sale Hearing.

The Court permits the Debtors to reject certain executory
contracts and unexpired leases since those contracts or leases are
not going to be either assumed by the Debtors or assumed and
assigned to Ultimate in connection with the Sale.

A nine-page list of the Rejected Contracts is available for free
at http://ResearchArchives.com/t/s?1826

A full-text copy of the Ultimate Asset Sale Order is available
for free at http://ResearchArchives.com/t/s?1827

                Debtors File Management Agreement

In connection with the proposed sale of substantially all of
their assets to Ultimate Resort, LLC, the Debtors delivered to
the Court their management agreement with Ultimate.

Pursuant to the Management Agreement, Ultimate will fund
operating disbursements with respect to the Debtors' destination
club business from Dec. 29, 2006, until the Closing Date of
the Ultimate Asset Purchase Agreement.

Specifically, Ultimate will be responsible for funding any
disbursements set forth in the Budget that are up to, but in no
event in excess of:

   -- 10% more than the amount of total disbursements for any
      line item forecasted in the Budget for the applicable time
      period if that forecasted line item disbursement is equal
      to or more than $50,000 in the forecasted week; or

   -- 20% more than the amount of total disbursements forecasted
      in the Budget for the applicable time period if that
      forecasted line item disbursement is less than $50,000 in
      the forecasted week.

Under the Management Agreement, the Debtors and Ultimate will
continue, consistent with the practices developed in connection
with the execution of the APA, to cooperate with regard to the
day-to-day operations and management of the Business.  Moreover,
the Debtors will continue to own the Acquired Assets and be
responsible for all liabilities they incur, including without
limitation the Assumed Liabilities.

The Management Agreement will commence as of the Funding Date and
will remain in effect until the Management Termination Date,
unless terminated earlier in accordance with its provisions.  The
Management Termination Date will occur on the earliest of:

   (a) the APA Closing Date;

   (b) the date on which the APA terminates by its terms;

   (c) the date on which the Ableco DIP Facility or any successor
       terminates or is accelerated in accordance with its terms;

   (d) the date on which the Debtors' bankruptcy case is
       converted to a proceeding pursuant to Chapter 7 of the
       Bankruptcy Code;

   (e) at the option of the non-breaching party, upon a breach of
       the Management Agreement's terms, if that breach is not
       cured within 10 days after notice of the breach is given;
       or

   (f) a later date as the parties may mutually agree in writing.

During the term of the Management Agreement, Ultimate is entitled
to the benefits of all the Debtors' licenses, contracts, leases
and agreements, and the Debtors will cooperate in making those
licenses, contracts, leases and agreements available to Ultimate.

The Management Agreement permits Ultimate, in its sole discretion,
to contract with third parties and former employees at its own
expense for assistance.  In addition, Ultimate will have the right
to collect amounts under the Consent Documents on or after the
Funding Date.

A full-text copy of the Ultimate Resort Management Agreement is
available for free at http://ResearchArchives.com/t/s?1828

                       Payment to Patriot

On the closing of the Sale, Judge Shiff permits the Debtors to
pay in full all outstanding secured DIP financing obligations
owed to The Patriot Group LLC.

As reported in the Troubled Company Reporter on Nov. 27, 2006, in
connection with the closing of the Debtors' DIP Financing with
Ableco Finance LLC on Nov. 15, 2006, the Debtors paid all of
the amounts due and owing to The Patriot Group LLC except for
$3,500,000.  Patriot agreed that the Debtors could delay repaying
the remaining DIP amount in exchange for an $875,000 financing
fee.  If the Debtors pay the DIP Obligation by Nov. 30, 2006,
Patriot agreed that the Debtors would only be obligated to pay a
$175,000 financing fee.

Ultimate Resort permits the Debtors to utilize $3,675,000 of the
$10,000,000 Deposit to pay the outstanding secured DIP financing
obligations owed to Patriot, Mr. Daman states.

In exchange, the Debtors agree to substitute Ultimate Resort for
Patriot with all of the protections and security interests that
Patriot currently has, as a DIP lender, with respect to the amount
of the Remaining Patriot DIP Obligation that will be repaid from
the Deposit.  To the extent Ultimate Resort will be entitled to a
return to all or a portion of its Deposit under the terms and
conditions of the APA, Ultimate Resort would be granted a second
priority lien and superpriority administrative expense claim for
$3,675,000.

At the Closing, the entire amount of the Deposit will be deemed
applied to the final $98,000,000 Purchase Price.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford, Conn.,
serves as counsel to the Official Committee of Unsecured
Creditors.  No estimated assets have been listed in the Debtors'
schedules, however, the Debtors disclosed $308,000,000 in total
debts.

The Debtors' exclusive period to file a plan expires on
Feb.18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Court Approves $3.14 Mil. Real Property Sale
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Complete Retreats LLC and its debtor-affiliates to sell
the Princeville Property to Gary P. Siracuse for $1,290,000, and
the Bluffton Property to Thomas Gibbons for $550,000, free and
clear of all liens, claims, and encumbrances.

    Property Address            Proposed Buyer    Purchase Price
    ----------------            --------------    --------------
    7447 Royal Street East      Ladd Tanner         $1,300,000
    Unit 351
    Park City, Utah

    4165 Kamalani Lane          Gary P. Siracuse     1,290,000
    Princeville, Hawaii

    14 West Cottage Circle      Thomas Gibbons         550,000
    Bluffton, South Carolina

The Park City Property includes two 1,475-square foot houses.
Each of the houses has two bedrooms and two bathrooms.

The Princeville Property includes a nearly 2,500-square foot
house with three bedrooms, three and a half bathrooms, and a
nearly 500-square foot garage.  The Princeville Property is
located on the Princeville Mallon Golf Course.

The Bluffton Property, which includes a 2,131-square foot house
with four bedrooms and four bathrooms, is located in a community
resort development known as the Belfair Plantation.  Amenities at
the Bluffton Property and the Belfair Plantation include views of
a golf course and the Colleton River, a health and fitness
center, an indoor lap pool, an outdoor pool, tennis courts, a
basketball court, a volleyball court, and an athletic field.

The Hon. Alan H.W. Shiff directs the Debtors to pay $25,800 to CIT
Capital USA, Inc., and $64,500 to Century 21 All Islands, in full
satisfaction of the brokers' fees in connection with the sale of
the Princeville Property.

Judge Shiff also directs the Debtors to pay $5,500 to CIT Capital
and $33,000 to Corabett Thomas Realty for the brokers' fees in
connection with the sale of the Bluffton Property.

Pursuant to the Ableco DIP Facility, the Court directs the
Debtors to pay Ableco Finance, LLC, 100% of the Net Cash Proceeds
from the sale of the Princeville Property and the Bluffton
Property.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford, Conn.,
serves as counsel to the Official Committee of Unsecured
Creditors.  No estimated assets have been listed in the Debtors'
schedules, however, the Debtors disclosed $308,000,000 in total
debts.

The Debtors' exclusive period to file a plan expires on
Feb.18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DAIMLERCHRYSLER: Chrysler Arm to Double International Sales
-----------------------------------------------------------
Chrysler Group, DaimlerChrysler A.G.'s U.S. unit, aims to double
its international sales in the next five years, following a
decline in its U.S. results for 2006, Bloomberg News reports.

Chrysler CEO Tom LaSorda said the unit wants to be less dependent
on its U.S. sales, which fell seven percent in 2006.  U.S. sales
account for around 80% of Chrysler Group's sales.

Mr. LaSorda said the company would focus on increasing sales
outside North America adding vehicle features like right-hand
drive and diesel engines.  The company sold 200,000 vehicles
outside North America in 2006.

Chrysler's plans also include:

   -- adding a Taiwan-built cargo van in Mexico; and
   -- manufacturing Sebring sedans in China for domestic sale.

In a TCR report on Jan. 5, Chrysler 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.

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., Bloomberg
News reports.

"Their plan is realistic," John Novak, an analyst at Morningstar
Inc. in Chicago, told Bloomberg.  "I think they are a little late
to the game, but they can catch up."

                       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: Chrysler's '06 Sales Outside North America Up 15%
------------------------------------------------------------------
Chrysler Group's sales continued to gain momentum outside North
America and increased 15% over 2005.  It was the highest amount of
growth in the last 10 years, and the total sale of almost 207,000
vehicles made it the number-two sales year during that same time
period.

"It is clear that the road to long-term health for our company
must include an aggressive strategy for international expansion,"
Chrysler Group president and chief executive officer Tom LaSorda
said.

By the end of 2007, Chrysler Group will have doubled the number of
vehicles available outside North America when compared with 2003,
tripled the number of right-hand-drive offerings and quadrupled
the number of models with a diesel option.

Supported by the strategy to offer more vehicles that meet the
needs of global customers, each of Chrysler Group's three brands
outperformed 2005 sales totals.  Chrysler brand sales increased 6%
with a total of 90,807 units, while the Jeep(R) brand was up 2% to
85,591 units.  The expansion of the Dodge brand in markets outside
North America helped raise its year-over-year sales 185% and close
the year with 30,527 units.

For the month of December, International sales were up 25% (20,845
units) compared with the same month in 2005 (16,667 units), and
the year finished upholding the trend of monthly year-over-year
sales gains, now at 19 consecutive months.

Additionally, for the month of December, all major regions posted
sales gains.  Western European sales, which account for more than
half of Chrysler Group's global sales, increased 20% for the year,
and all markets in that region made gains over 2005.  Sales in
Italy, the top-selling market with 21,260 units sold in 2006,
increased 12%; while the U.K. sales growth of 40% was the most
significant of all International markets, and secured it as the
number-two selling market outside North America.

Jeep Grand Cherokee was the highest volume vehicle outside North
America in 2006 with 39,208 units sold; and much like in the U.S.,
Chrysler Group minivans contributed to a significant portion of
the year's sales (35,716 units), making it the second-best seller.
New models were also an important factor in the sales success.
After being on the market only seven full months, Dodge Caliber
sold 17,722 units and accounted for roughly 9% of all Chrysler
Group sales outside North America.

"Many of Chrysler Group's new vehicles are beginning to make their
way to International markets," Chrysler Group Executive Director
for International Sales and Marketing Thomas Hausch said.

"This arrival of the product offensive, along with the investment
that the Company and our dealers made to continuously improve
facilities, vehicle quality and increase customer satisfaction are
drivers of this year's sales accomplishments.  And we will keep
working on these areas to support our continued profitable growth
moving into 2007."

Chrysler Group sells and services vehicles in more than 125
countries around the world, and Chrysler Group sales outside North
America currently account for approximately 8% of the company's
total global sales.  Vehicles available range across all three
Chrysler Group brands, with limited availability on some trucks
and SUV models.  The Company's operations outside North America
have been experiencing year-over-year sales increases since 2004,
and will continue to increase the number of product offerings,
powertrain options, and RHD availability through 2007.

                       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: Completes Asset Sale to Hendrickson USA for $31 Million
------------------------------------------------------------------
Dana Corporation and its subsidiary, Dana Canada Corporation, have
completed the sale of their trailer axle manufacturing assets to
Hendrickson USA, L.L.C., a subsidiary of The Boler Company, and
its affiliates.  The U.S. and Canadian assets, which include
trailer axle production equipment, inventory, and related assets
at facilities in Lugoff, S.C., USA, and Barrie, Ontario, Canada,
were sold for a combined $31 million, subject to inventory
adjustments at closing.

Additionally, a Chinese affiliate of Hendrickson has established a
$2 million escrow for the purchase of certain trailer axle
production equipment, inventory and related assets from Dana's
Chinese subsidiary Dana (Wuxi) Technology Co. Ltd.  Dana expects
that the sale of the Wuxi assets will close in the first quarter
of 2007.

"The sale of the trailer axle assets enables Dana's Commercial
Vehicle group to concentrate its resources on its core products
and competencies - drive and steer axles, driveshafts, brakes and
tire inflation systems for commercial vehicles," Dana Heavy
Vehicle Products President Nick Stanage said.

In conjunction with these transactions, Bendix Spicer Commercial
Vehicle Foundation Brake LLC, a joint venture in which Dana has an
interest, has entered into an agreement to supply certain of
Hendrickson's requirements for Bendix(R) brake products and
systems through 2013.

Toledo, Ohio-based Dana Corp. -- 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).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

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.  

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.


DANA CORP: Unions Will Appeal Judge Lifland's Officers' Pay Order
-----------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America and the United Steel,
Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union notify the U.S.
Bankruptcy Court for the Southern District of New York that they
will take an appeal to the U.S. District Court for the Southern
District of New York from Judge Burton Lifland's order approving
the employment agreements of Michael Burns and other Senior
Executives and the long-term incentive plan.

Toledo, Ohio-based Dana Corp. -- 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).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

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.  

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.  (Dana Corporation Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: DCC Finalizes Forbearance Agreement with Noteholders
---------------------------------------------------------------
Dana Corporation and non-debtor Dana Credit Corporation finalized
and executed on Dec. 18, 2006, a Settlement Agreement, which
resolves certain intercompany claims.  

On the same date, DCC and the holders of approximately 95% of the
outstanding principal amount of the DCC Notes finalized and
executed a Forbearance Agreement.

Taken together, the Settlement and Forbearance Agreements
provide, among other things, that:

   (a) the Forbearing Noteholders will forbear from exercising
       their rights or remedies under any of the DCC Note
       documents or applicable law for a period of 24 months
       during which DCC will endeavor to sell its remaining
       portfolio assets in an orderly manner and will use the
       proceeds to pay down the DCC Notes;

   (b) the Forbearing Noteholders release the Debtors from all
       claims they may have against the Debtors;

   (c) DCC will have an allowed general unsecured claim for
       $325,000,000 against Dana Corp. in exchange for DCC's
       release of all other claims it may have against the
       Debtors that arose before the effective date of the
       Settlement Agreement;

   (d) until the effective date of a plan of reorganization, DCC
       will provide the Ad Hoc Committee of DCC Noteholders, the
       Official Committee of Unsecured Creditors, the Official
       Committee of Equity Security Holders and the Official
       Committee of Non-Union Retirees with notice and
       opportunity to object before any sale or transfer of the
       Intercompany Claim to a third party;

   (e) the applicable Debtors will make timely cash payments to
       the applicable DCC entities of all rental or other amounts
       that become due after the effective date of the Settlement
       Agreement under any lease of real or personal property
       between them, net of any amounts owed by the DCC entities
       to the Debtors;

   (f) DCC consents to the release to Dana Corp. of the currently
       escrowed proceeds from the sale of certain real estate
       properties and waives any right to receive any portion of
       the proceeds from the escrow accounts; and

   (g) the time for the Debtors to assume or reject unexpired
       leases of non-residential real property between the
       Debtors, as lessees, and DCC, as lessor, is extended until
       the date of entry of an order confirming a plan.

A full-text copy of the DCC Settlement and Forbearance Agreements
is available for free at

   http://bankrupt.com/misc/dana_dccsettlement&forbearance.pdf

In a regulatory filing with the Securities and Exchange
Commission, Michael L. DeBacker, vice president, general counsel
and secretary of Dana Corp., related that DCC intended to pay
approximately $155,000,000 to the Forbearing Noteholders on
Dec. 28, 2006.  The amount includes a principal payment of
approximately $125,000,000, thereby reducing DCC's current
outstanding debt from $392,000,000 to $267,000,000.

Holders of DCC Notes who have not signed the Forbearance
Agreement may obtain information about becoming Forbearing
Noteholders by contacting counsel for the Ad Hoc Committee:

                  Matthew Cantor, Esq.
                  Kirkland & Ellis, LLP
                  153 East 53rd Street
                  New York, New York 10022
                  Tel. No.: 212-446-4846

                          About Dana Corp.

Toledo, Ohio-based Dana Corp. -- 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).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

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.  

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.  (Dana Corporation Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DELPHI CORP: Highland Capital Offers $4.7 Bil. Equity Commitment
----------------------------------------------------------------
Highland Capital Management L.P. and certain of its affiliates and
related entities have sent a letter to the Board of Directors of
Delphi Corporation that outlines Highland Capital's opposition to
the proposal by a group of investors led by Cerberus Capital
Management L.P. and Appaloosa Management L.P. made on Dec. 18,
2006, and offers a superior alternative proposal and up to a
$4,700,000,000 equity commitment.

Highland Capital believes that, unlike the Appaloosa/Cerberus
deal, its proposal is fair to all groups that currently make up
Delphi's capital structure, allows participation by all equity
holders through a rights offering and will promote good and
independent corporate governance for the company.

Under the Appaloosa/Cerberus deal, Appaloosa, Cerberus, and other
select parties would purchase $1,200,000,000 in convertible
preferred securities and $200,000,000 in common stock that would
not be available to other equity holders, in addition to any
unsubscribed shares from a $2,000,000,000 rights offering.  
Highland Capital believes this inside deal would give Appaloosa
and Cerberus disproportionate equity ownership at the expense of
current stockholders and would immediately deliver a value
transfer of approximately $1,000,000,000 to the Appaloosa/
Cerberus group.  Certain debt holders would also receive cash and
equity worth more than 100 cents on the dollar, also at the
expense of the common stockholders.  In addition, Appaloosa and
Cerberus would have effective control of the board through their
right to name six of the 12 directors of Delphi, including the
board's chairman.

Highland Capital does not believe a compressed timeframe is
conducive to the process required for a board of directors to
consider a proposal of this complexity and magnitude.

Highland Capital urges the Delphi Board of Directors to reject the
Appaloosa/Cerberus proposal consistent with its fiduciary duties.  
Under the Highland Capital Proposal:

     * All existing stockholders will be able to participate in
       a $4,700,000,000 rights offering.  There will be no
       convertible preferred shares.

     * All existing stockholders with more than 0.5% of the
       common shares will have the right to purchase any
       unsubscribed shares in the rights offering.  Highland
       Capital will commit to purchase any shares that remain
       unsubscribed.

     * All debt holders and general unsecured claimants will be
       able to receive par value plus accrued interest.
       Bondholders will also have the option of continuing to
       hold their bonds.

     * The terms as proposed for the negotiated deal between
       General Motors Corporation and Delphi, including cash
       distribution, share allocation and funding of pension
       obligations, will not change.

     * A six-member panel will nominate the company's 12-member
       board.  A majority of the panel will be composed of
       certain participants in the rights offering and a
       representative from the Official Committee of Equity
       Security Holders.  The panel will also include one
       representative from management and one representative from
       GM.

     * Steve Miller and Rodney O'Neal will hold the same
       management positions as in the Appaloosa/Cerberus deal.
       Mr. Miller and Mr. O'Neal will also sit on the board.

     * The exit and DIP financing under the Appaloosa/Cerberus
       deal will not change.

     * Delphi will maintain the same amount of leverage and debt
       as in the Appaloosa/Cerberus deal such that there will be
       no change in the company's credit profile.

Highland Capital believes its commitment should be considered by
the Delphi Board and its financial advisors in an orderly and
contemplative fashion consistent with the Board's fiduciary duty
to exercise due care.  

A full-text copy of Highland Capital's letter sent to the Board
of Directors of Delphi:

     December 21, 2006

     Via Facsimile and Federal Express

     Board of Directors
     Delphi Corporation
     5725 Delphi Drive
     Troy, Michigan 48098


               Proposal and Commitment Letter for up to
                $4.7 Billion Common Equity Commitment

     Gentlemen:

     Highland Capital Management, L.P., is an SEC-registered
     investment adviser specializing in credit, alternative
     investing and equity investments.  Highland Capital
     currently manages approximately $35,000,000,000 in leveraged
     loans, high yield bonds, structured products, distressed
     assets, equity investments and other assets for banks,
     insurance companies, pension plans, foundations, and
     endowments.  Currently, certain of Highland Capital's
     affiliates and related entities collectively are the second
     largest beneficial stockholder in Delphi Corporation with
     aggregate holdings of approximately 8.8% of the currently
     issued and outstanding common stock, par value $0.01 per
     share of Delphi.  Highland Capital has reviewed the proposal
     recently made by Appaloosa Management, L.P., Cerberus
     Capital Management, L.P., Harbinger Capital Partners Master
     Fund I, Ltd., Merrill Lynch & Co., and UBS Securities, LLC,
     and supported by Delphi.  Highland Capital believes that the
     Appaloosa/Cerberus Proposal is deficient and not in the best
     interests of Delphi and its various creditors, stockholders
     and other parties-in-interest, including, most importantly,
     its common stockholders for a number of reasons, including
     that the existing common stockholders would be significantly
     diluted and are not entitled to participate in the entire
     transaction.

     Highland Capital, on behalf of itself, certain of its
     affiliates and related entities as may be designated(1),
     submits this proposal and commitment for a purchase of
     common equity to Delphi and certain of its United States
     subsidiaries and affiliates that are Chapter 11 Debtors in
     Possession in the United States Bankruptcy Court for the
     Southern District of New York.  We believe this Commitment
     is superior to the Appaloosa/Cerberus Proposal.  We believe
     this Commitment also provides an alternative that is in the
     best interests of the Company and its various creditors,
     stockholders and other parties in interest, including, most
     importantly, its common stockholders.

     Pursuant to this Commitment, the Plan Investor will purchase
     up to $4,700,000,000 of new common stock, par value
     $0.01 per share, of the reorganized Company to support the
     Company's transformation plan announced on March 31, 2006,
     and a plan of reorganization supported by the Plan Investor
     to be filed by the Company and confirmed in the Company's
     Chapter 11 Case No. 05-44481.  Subject to the agreement of
     the Company to file and seek confirmation of the Plan, the
     Plan Investor commits to enter into agreements on
     substantially the same terms and subject to the same
     applicable conditions as those set forth in the Equity
     Purchase and Commitment Agreement and the Plan Framework
     Support Agreement that were filed with the Bankruptcy Court
     on December 18, 2006, except as otherwise specified herein.
     Subject to the Company's agreement to move forward with
     respect to this Commitment, the Plan Investor covenants and
     agrees to proceed along a similar path to plan confirmation
     as described in, and proposed by, the filings made with the
     Bankruptcy Court on December 18, 2006, relating to the
     Appaloosa/Cerberus Proposal.

                          Superior Offer

     This Commitment is clearly superior to the Appaloosa/Cerberus
     Proposal and is in the best interests of the company and its
     creditors, stockholders and other parties in interest.  This
     Commitment also maximizes the value of the Company and
     provides significant benefits to the Company and its various
     stakeholders by maintaining fairness to all the existing
     stakeholders in the Company, when compared to the
     Appaloosa/Cerberus Proposal.  Some of the benefits of this
     Commitment include:

          * The ability of the Board of Directors to submit a
            proposal to the Court that is consistent with its
            fiduciary duties to all of its stakeholders and one
            that should ensure the support of the Equity
            Committee in the Chapter 11 cases;

          * The ability of the Company to obtain $4,700,000,000
            of capital without offering a "sweetheart"
            $1,200,000,000 preferred stock deal to the
            Appaloosa/Cerberus Group that significantly dilutes
            the existing stockholders and results in this new
            insider group taking control of the Company through
            its acquisition of almost 30% of the Company's equity
            and its acquisition of veto rights;

          * The ability to proceed with a rights offering that
            does not guarantee an allocation of equity (6,300,000
            shares) to a control group;

          * The ability to endorse the management of the Company
            as announced on December 18, 2006, while at the same
            time ensuring that this management will report to an
            independent board that is not subject to the
            Appaloosa/Cerberus Group;

          * A transaction that accepts the negotiated deal
            between the Company and General Motors Corporation
            and that should be equally supported by this
            stakeholder and the other statutory committees;

          * A transaction that offers existing stockholders the
            ability to capture the economic value of the
            enterprise, rather than allowing the taking of this
            value by the Appaloosa/Cerberus Group; and

          * A transaction that we believe will be embraced by the
            market because it supports and is reflective of the
            current value of the Company.

                            Commitment

     Subject to the preparation and execution of definitive
     documents reflecting this Commitment as detailed herein, the
     following would be the principal terms under which Highland
     Capital will commit to the equity investment in the Company
     and to support the Plan:

     A. Equity Purchase and Rights Offering

     The Company will conduct a Rights Offering by offering
     and selling shares of its Common Stock to its existing
     stockholders on the terms and subject to the conditions set
     forth in an Equity Purchase and Commitment Agreement to be
     entered into by the Company and the Plan Investor similar in
     form and substance to the one agreed to with the
     Appaloosa/Cerberus Group, except as provided herein.  The
     Plan Investor will purchase any shares of Common Stock that
     are unsubscribed in the Rights Offering up to $4,700,000,000
     and receive a fee in the amount of 2.5% of the Rights
     Offering.  Subject to compliance with all applicable laws,
     all existing holders of Common Stock holding a minimum of
     0.5% of the currently issued and outstanding shares of
     Common Stock of the Company will be given the option to
     participate in the Backstop and earn their pro-rata share of
     the Backstop Fee.  As more particularly to be set forth in
     the New Equity Agreement, the Rights Offering will provide
     (i) that the existing Stockholders will receive the right to
     acquire new common stock of the Company either as part of
     confirmation of a Plan or subject to the effectiveness of a
     registration statement to be filed with the Securities and
     Exchange Commission, (ii) that the Rights Offering be
     subject to prior approval of the Bankruptcy Court and
     satisfaction of certain other terms and conditions similar
     in scope to those set forth in the Equity Agreement, and
     (iii) that the Rights will entitle the eligible Stockholders
     to purchase their pro rata share of the Common Stock at a
     discount to the anticipated business enterprise value of the
     reorganized Company and would be transferable by the
     original eligible Stockholders.  The Rights Offering may be
     reduced to $4,200,000,000 by the Plan Investor, subject to
     and on the terms specified herein.

     No preferred stock in the reorganized Company will be
     offered or purchased pursuant to this Commitment by
     Highland.

     B. Plan of Reorganization Framework

     The Plan Investor will enter into a Plan Framework Support
     Agreement similar to the Plan Framework Support Agreement
     entered into with the Appaloosa/Cerberus Group, except as
     provided herein.  The New Plan Agreement will outline the
     Company's proposed framework for the Plan and the treatment
     of claims and interests under the Plan will be as follows:

          * All senior secured debt will be refinanced and paid
            in full and all allowed administrative and priority
            claims will be paid in full;

          * Trade and other unsecured claims and unsecured funded
            debt claims will be reinstated pursuant to terms
            satisfactory to the Plan Investor or be satisfied in
            full with cash.  The framework requires that the
            amount of allowed trade and unsecured claims not
            exceed $1,700,000,000;

          * As is the case in the Appaloosa/Cerberus Proposal, in
            exchange for GM's financial contribution to the
            Company's transformation plan, and in satisfaction of
            GM's claims against the Company, GM will receive
            7,000,000 shares of Common Stock in the reorganized
            Company, $2,630,000,000 in cash, and an unconditional
            release of any alleged estate claims against GM.  In
            addition, as with other customers, certain GM claims
            would flow-through the Chapter 11 cases and be
            satisfied by the reorganized Company in the ordinary
            course of business.  Any other terms relating to GM
            as outlined in the Company's announcement dated
            December 18, 2006, will also be accepted by Highland;
            and

          * All subordinated debt claims will be satisfied in
            full with cash.  In the event the Plan Investor
            determines to reduce the Rights Offering to
            $4,200,000,000, the claims of the Preferred Holders
            would be satisfied with $450,000,000 of common stock
            in the reorganized Company, at a deemed value of $45
            per share and the balance in cash.

     As a result of the Plan and the Rights Offering, holders of
     existing equity securities in the Company will effectively
     receive 3,000,000 out of a total of 135,300,000 shares of
     Common Stock in the reorganized Company, at a deemed value of
     $45 per share, and rights to purchase approximately
     125,300,000 shares of Common Stock in the reorganized Company
     for $4,700,000,000 at a deemed exercise price of $37.23 per
     share.  In the event the Plan Investor determines to reduce
     the Rights Offering to $4,200,000,000, holders of existing
     equity will receive rights to purchase approximately
     115,300,000 shares of common stock in the reorganized Company
     for $4,200,000,000 at a deemed exercise price of $36.56 per
     share.

     C. Refinance of DIP Facility

     Pursuant to the New Plan Agreement, the Plan Investor
     will support the Company with its announced efforts to
     refinance successfully in full its existing $2,000,000,000
     DIP facility and $2,500,000,000 prepetition revolver and
     term loan facilities with JPMorgan Chase Bank, N.A., and
     other lenders as announced by the Company on December 18,
     2006.

     D. Improved Corporate Governance Structure

     Because no preferred stock in the reorganized Company
     possessing veto rights will be issued and there will be no
     transfer of control pursuant to this Commitment, the common
     equity holders will be protected from a corporate governance
     perspective post-confirmation of the Plan.  The executive
     management team as announced on December 18, 2006, will be
     left in place post-confirmation.  Highland Capital will also
     accept the terms of the Appaloosa/Cerberus Proposal that the
     Company be governed by a 12 member Board of Directors, 10 of
     whom would be independent directors and two of whom would be
     the new executive chairman and a new chief executive officer
     and president.

     However, with respect to the appointment of post-
     confirmation directors, a board selection panel of six
     members will be created to choose the members of the
     reorganized Company Board.  The Panel will consist of the
     Plan Investor and a maximum of two other significant
     stockholders of the reorganized Company, one representative
     from GM, one management representative, and one
     representative from the Equity Committee.  This Panel will
     provide representation by all significant stakeholders,
     without granting control of this process to the
     Appaloosa/Cerberus Group.

     Similar to the Appaloosa/Cerberus Proposal, the new
     Board of Directors will satisfy all New York Stock
     Exchange/NASDAQ independence requirements.  Executive
     compensation for the reorganized Company will be on market
     terms and reasonably acceptable to the Plan Investor, and
     the overall executive compensation plan design will be
     described in the Company's disclosure statement and
     incorporated into the Plan.

     E. Pension Funding

     The Plan Investor will support the Company's earlier
     commitment to preserve its salaried and hourly defined
     benefit U.S. pension plans and will include an arrangement
     to fund approximately $3,500,000,000 of its pension
     obligations similar to that proposed by the
     Appaloosa/Cerberus Group.

                              Other

     Please note that the undersigned has devoted substantial time
     and resources to preparing this Commitment in a very short
     time frame given the timetable endorsed by the Company in
     connection with the Appaloosa/Cerberus Proposal.  The
     undersigned is prepared to proceed expeditiously to complete
     final documentation reflecting this Commitment and take
     appropriate action to move forward toward the full
     formulation and implementation of the transactions
     contemplated by this Commitment, including supporting the
     Debtors' efforts to obtain entry of any approval order
     required by the Bankruptcy Court.

     This Commitment is subject to, and expressly conditioned on
     in a manner consistent with the Appaloosa/Cerberus Proposal,
     among other items, (1) the execution and delivery by all
     signatories thereto of definitive documentation reflective of
     the matters set forth herein; (2) the completion of limited
     confirmatory due diligence; and (3) the entry by the
     Bankruptcy Court of an order, in form and substance,
     reasonably satisfactory to Highland Capital approving the
     transactions set forth herein.  We are willing to proceed
     with the due diligence review immediately and will execute an
     appropriate confidentiality agreement as required or
     requested, by the Board.

     Due to the financial strength of our organization and
     our position in the financial community, please be advised
     that we can provide, or cause to be provided, funds to
     satisfy the financial requirements of this Commitment and
     are in a position to consummate this transaction
     expeditiously.

     Please note, moreover, that the material terms and
     conditions of this Commitment are as set forth herein, but
     this Commitment does not and cannot encompass all matters to
     be addressed in the definitive documentation.  Those matters
     that are not addressed or definitively set forth herein are
     subject to further negotiations and future agreement of the
     parties.

     At a minimum, we believe this Commitment sets forth a
     transaction that should be considered by the Board of
     Directors and its financial advisors, and requires the
     members of the Board to do so in an orderly and
     contemplative fashion consistent with their fiduciary duties
     to exercise due care.  We believe the timetable that has
     been proposed by the Appaloosa/Cerberus Group as reflected
     in the Bankruptcy Court filings is not conducive to the
     process required by the Board to adequately assess these
     types of proposals.  Therefore, we would respectfully
     request that the Board fully consider and discuss both
     proposals with its advisors before proceeding with a
     transaction that is not in the best interests of all
     stakeholders of the Company.  To the extent the Board
     determines to proceed in accordance with the existing
     timetable, we are also willing to take the requisite action
     necessary to proceed.

     We are available at any time to meet with the Board or
     representatives of the Board regarding this Commitment and
     look forward to the opportunity to address any questions or
     concerns you might have.

     Very truly yours,

     Highland Capital Management, L.P.

     By: [signature]
     Name: Patrick H. Daugherty
     Title: Secretary

          cc: Mr. Robert "Steve" Miller, Chairman
              Mr. Rodney O'Neal, President and CEO

     (1) This proposal and commitment is not being made by or on
         behalf of, among other entities, Highland Credit
         Strategies Fund.

                      About Highland Capital

Based in Dallas, Texas with offices in New York and London,
Highland Capital Management L.P. is an SEC-registered investment
adviser specializing in credit, alternative investing and equity
investments.  Highland Capital currently manages approximately
$35,000,000,000 in leveraged loans, high yield bonds, structured
products, distressed assets, equity investments and other assets
for banks, insurance companies, pension plans, foundations, and
endowments.

                         About Delphi Corp.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--  
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Corporation Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: GM Says Highland Rival Offer Could Delay Delphi Deal
-----------------------------------------------------------------
Delphi Corp. and General Motors Corp.'s reorganization deal with
Appaloosa Management LP and Cerberus Capital Management could be
delayed by a rival offer from Highland Capital Management LP,
Reuters quotes Rick Wagoner, GM's CEO, as saying.

Under Appaloosa and Cerberus' $3.4 billion offer, GM will receive
7 million shares of Reorganized Delphi's common stock, $2.63
billion in cash, and a release of claims by Delphi against GM.

Highland's proposed funding fund, on the other hand, amounts to
approximately $4.7 billion.

Delphi became a fully independent company on May 28, 1999, after
it was spun-off from GM.

                     About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed US$1.5 billion secured term loan of General Motors Corp.  
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.

                         About Delphi Corp.

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


DELPHI CORP: Equity Purchase and Commitment Agreement Draws Fire
----------------------------------------------------------------
Three parties-in-interest objected to the U.S. Bankruptcy Court
for the Southern District of New York's approval of Delphi Corp.
and its debtor-affiliates' Equity Purchase and Commitment
Agreement:

1. Committee of Delphi Trade Claim Holders,

2. International Union of Electronic, Electrical, Salaried,
   Machine and Furniture Workers, Communications Workers of
   America, and

3. Official Committee of Equity Security Holders.

                      Delphi Trade Committee

The Committee of Delphi Trade Claim Holders asserts that Court
approval of the Equity Purchase and Commitment Agreement is
premature.  "The obligations of the [Plan] Investors are not
binding until several material conditions are met, including
confirmation and effectiveness of a chapter 11 plan," Thomas M.
Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., in New York,
notes.  "Delphi offers no meaningful justification for ramming
this through during Christmas and New Years."

The Delphi Trade Committee believes that the Debtors are agreeing
to pay excessively large Commitment Fees without a true
commitment being provided by the Proposed Investors.  The Debtors
are obligating themselves to pay a break up fee upon mere entry
into an alternative transaction, Mr. Kennedy points out.

Mr. Kennedy contends that:

   * the difference in the dictated $35 per share purchase price
     of the common stock from the "treatment" value of $45 per
     share either overstates creditor recoveries or provides the
     Plan Investors an additional $63,000,000 "pricing" fee and
     the opportunity for a further $567,000,000;

   * the difference in the $35 per share conversion price of the
     preferred stock from the $45 per share treatment value
     either overstates creditor recoveries or provides Plan
     Investors an additional pricing fee of $342,900,000;

   * if the $45 per share price is used by Delphi to treat its
     creditors, then the EPCA yields fees, on the common equity,
     of between $118,125,000 and $685,125,000; and

   * if the $35 per share price is what Delphi is paying, then
     Delphi is satisfying in full the trade claims with inflated
     equity rendering the Chapter 11 Plan illusory and not
     confirmable.

In addition, the limited termination rights of the EPCA appear to
provide full commitment fees to certain Plan Investors with
absolutely no commitment, even one arguably to negotiate
agreement in good faith, Mr. Kennedy argues.  The EPCA also
dictates critical plan provisions making it an improper sub rosa
plan, and provides protection under Section 1125(e) of the
Bankruptcy Code without approval of a disclosure statement, Mr.
Kennedy contends.

The terms of the proposed Chapter 11 Plan for the Trade Claims
provide treatment that violates the Bankruptcy Code and
discriminates against trade creditors, Mr. Kennedy further
asserts.  The EPCA also values Delphi with two markedly different
valuations and the $1,700,000,000 limitation on allowed trade and
unsecured claims potentially further reduces creditor recoveries.

2. IUE-CWA

The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers, Communications Workers of America
complains that despite repeated invitations to do so, the Plan
Investors did not meet with their representatives to discuss
their plans and intentions regarding the operations of Delphi.

Consequently, the IUE-CWA objects to the Debtors' request in
order to protect its membership and their claims, as well as to
ensure that a post-bankruptcy Delphi is adequately capitalized
and fairly structured.

Among other, the IUE-CWA contests:

   -- the payment of more than $100,000,000 in commitment fees to
      the Plan Investors when they have nothing at risk;

   -- the payment of $13,000,000 of expenses of the Plan
      Investors before they have committed to full participation
      in the Framework Agreements;

   -- the payment of an alternative transaction fee to the Plan
      Investors in certain circumstances;

   -- certain unacceptable terms of the Framework Agreements,
      including the extraordinarily broad corporate governance
      powers to be granted to the Plan Investors, in their
      capacity as holders of a series of convertible preferred
      stock to be issued by Reorganized Delphi; and

   -- the Debtors' indemnification obligations to the Plan
      Investors.

3. Equity Committee

The Official Committee of Equity Security Holders asks the Court
to deny the Debtors motion.

According to the Equity Committee, its input on the Framework
Agreements was limited to periodic review of already negotiated
drafts of the Agreements and an opportunity to provide the
Debtors with written comments on the drafts.  Some comments were
incorporated, albeit in unilateral form, while others were
unilaterally rejected or ignored by the Debtors, Plan Investors,
and General Motors Corporation, Debra M. Torres, Esq., at Fried,
Frank, Harris, Shriver & Jacobson LLP, in New York, relates.

As a result, the Framework Agreements leave open several of the
most critical elements of a restructuring, including specific
commitments by GM to contribute towards the Debtors' labor and
manufacturing transformation costs, and provide the Debtors with
ongoing business.

Ms. Torres notes that GM will be free to terminate the Plan
Framework Support Agreement for any reason or no reason at all.   
If GM terminates the PSA, the Plan Investors may immediately
terminate the EPCA, Ms. Torres says.

The Plan Investors may themselves terminate the PSA for any
reason or no reason at all on or after April 1, 2007, or if they
determine in their sole discretion that one or more conditions
have arisen.  Ms. Torres points out that many of the conditions
triggering the Plan Investors' unilateral termination rights do
not involve any breach of the Framework Agreements by the
Debtors.

The Equity Committee also objects to the Plan Investors'
entitlement to nonrefundable commitment fees totaling $76,000,000
if the EPCA is terminated for any reason.

The Debtors' request, Ms. Torres argues, fails to address the
possibility that the Debtors could pay a $100,000,000 Alternative
Transaction Fee to the Plan Investors even if (a) the Plan
Investors terminate the Investment Agreement as a result of
action by GM, rather than the Debtors; (b) at the time of the
termination no Alternate Transaction has been considered by or
even proposed to the Debtors; and (c) it takes the Debtors as
much as two years to identify and enter into an Alternate
Transaction.  "Payment of the Alternative Transaction Fee under
such circumstances would be an unjustifiable waste of the
Debtors' estates," Mr. Torres contends.

The Equity Committee asserts that the Debtors offer to current
equity holders of rights to purchase newly issued common shares
of the reorganized Debtors would significantly diminish the
potential value of the rights to equity holders, and instead
improperly benefit the Plan Investors.

Additionally, the Rights Offering is conditioned on approval by
the Securities and Exchange Commission of a Rights Offering
Registration Statement and the Registration Statement becoming
effective.  "Given that the Rights are to be issued to equity
holders who hold a claim against or interest in the Debtors, and
that the New Equity Shares will be purchased pursuant to the
exercise of the Rights, the Debtors' decision to embark upon the
burdensome, expensive registration process instead of the far
simpler Section 1145 process is puzzling, to say the least," Ms.
Torres says.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--  
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Corporation Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Ct. OKs $4.495B Replacement Credit Pact From JPMorgan
------------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorizes Delphi Corp. and its
debtor-affiliates to enter into the Replacement Credit Agreement.  
The Debtors may borrow money and obtain letters of credit totaling
$4,495,820,240 from JPMorgan Chase Bank, N.A., and a syndicate of
financial institutions.

Judge Drain permits the Debtors to:

   (i) use the proceeds of borrowings under the Replacement
       Credit Agreement to irrevocably repay in full all
       obligations due and payable to JPMorgan Chase Bank, N.A.,
       the Existing DIP Agent and the Existing DIP Lenders under
       the Existing DIP Facility;

  (ii) cancel or "cash collateralize" all outstanding letters of
       credit issued pursuant to the Existing DIP Credit
       Agreement in accordance with its provisions; and

(iii) pay or secure all of their hedging obligations permitted
       under the Existing DIP Credit Agreement and indebtedness.

The Court allows the Debtors to increase the amount of the pre-
default carve-out from $5,000,000 to $10,000,000 if the Court
approves the Appaloosa ECPA.

The Howard County Objection has been consensually resolved by the
parties prior to the hearing and is hereby deemed withdrawn.  No
other objections to the Debtors' request were filed.

A full-text copy of the 40-page Replacement DIP Order is
available for free at http://ResearchArchives.com/t/s?1834

                      Howard County Objection

Howard County, Indiana, filed a proof of claim for certain unpaid
taxes for at least $7,081,152.  The Debtors designated the claim
as Claim No. 2557.

Howard County opposed the Refinancing Motion to the extent that
it sought to, inter alia, extinguish reclassify, limit, subvert,
and subordinate Howard County's claim and any past, present,
future lien in favor of Howard County under applicable law
including, but not limited to, Indiana law and the Bankruptcy
Code.

                  Debtors Revised Proposed Order

John Wm. Butler, Jr., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, informed the Court that Howard County's
objection has been resolved when Howard County understood that
the refinancing does not adversely affect, in any material
respect, the current priority of its tax liens that secure
outstanding tax claims against the Debtors relative to other
liens.

Specifically, those tax liens will have the same priority
relative to the first priority DIP liens as they currently have
relative to the existing DIP liens, and will have the same
priority relative to the Second Priority DIP Liens as they
currently have relative to the liens held by the Prepetition
Secured Lenders, Mr. Butler noted.

Moreover, since filing the Refinancing Motion, the Debtors have
engaged in constructive discussions with the counsel of certain
parties-in-interest and have made various changes to the Proposed
Order based on those discussions.

To address concerns based on the Debtors' undertaking to pay the
Transaction Expenses of the Plan Investors, the Debtors and the
Replacement DIP Lenders have agreed to increase the amount of the
pre-default carve-out from $5,000,000 to $10,000,000.

The Proposed Order was also amended to clarify that:

   -- it preserves the relative priority between the new Tranche
      C term loan and the Setoff Claims; and

   -- both the DIP Lenders and the Prepetition Secured Lenders
      will receive the fees, expenses, and indemnities to which
      they are entitled under their respective loan documents.

The Debtors also amended the Replacement Credit Agreement that
was filed on Dec. 26, 2006.  The two significant changes to
the Replacement Credit Agreement related to:

   (i) the carve-out, and

  (ii) provisions governing whether the Debtors can undergo a
       change of corporate control without being in default under
       the terms of the credit agreement.

To resolve issues raised by certain parties-in-interest, the
section of the Replacement Credit Agreement, which provided that
the occurrence of a change in control solely as a result of any
change in ownership of the stock of Delphi would trigger a
default was deleted.

A full-text copy of the Replacement Credit Agreement dated
January 9, 2006, is available for free at:

               http://ResearchArchives.com/t/s?1835

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--  
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Corporation Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DIRECTV GROUP: S&P Holds Corporate Credit Rating at BB
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
satellite direct-to-home TV provider The Directv Group Inc.,
including the 'BB' corporate credit rating.

The outlook is stable.

The affirmation comes after the recent report that Liberty Media
LLC would be acquiring News Corp.'s 38.4% interest in El Segundo,
California-based Directv, in a transaction valued at approximately
$11 billion.

"Liberty's CEO has publicly stated that Directv's balance sheet,
currently modestly leveraged and having $2.3 billion in cash and
short-term investments, could handle more debt," said Standard &
Poor's credit analyst Naveen Sarma.

"However, our affirmation of the ratings on Directv is based on
our belief that, though Liberty will be Directv's largest
shareholder and will have board representation, it will only have
influence over, not direct control of, Directv's financial
policy."

Conversely, although the rating agency recognizes that Directv is
a significant investment for Liberty, Standard & Poor's views it
as only part of Liberty's investment portfolio.

Accordingly, Standard & Poor's does not impute credit support to
Directv from its higher rated, prospective major shareholder.

Despite modest leverage, the 'BB' corporate credit rating on
Directv is constrained by business risk.  The rating reflects the
intensely competitive U.S. pay-TV industry and some concern about
the company's longer-term competitive position arising from its
inability to provide the high-speed data, voice, and advanced two-
way video services available from cable TV companies and likely to
be offered by telephone companies over the next few years.

Tempering factors include healthy subscriber growth, scale
advantages from the company's position as the second-largest
multichannel TV provider, modest leverage, significant cash and
growing, sizable discretionary cash flow.


DLJ COMMERCIAL: Fitch Holds Junk Rating on Class B-8 Certificates
-----------------------------------------------------------------
Fitch upgrades DLJ Commercial Mortgage Corp's, series 1999-CG1
commercial mortgage pass-through certificates:

   -- $15.5 million class B-2 to 'AAA' from 'AA'.

In addition, Fitch affirms these classes:

   -- $6.8 million class A-1A at 'AAA';
   -- $686.2 million class A-1B at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $58.9 million class A-2 at 'AAA';
   -- $65.1 million class A-3 at 'AAA';
   -- $18.6 million class A-4 at 'AAA';
   -- $46.5 million class B-1 at 'AAA';
   -- $37.2 million class B-3 at 'A-';
   -- $21.7 million class B-4 at 'BBB-';
   -- $9.3  million class B-5 at 'BB+';
   -- $12.4 million class B-6 at 'B+; and,
   -- $12.4 million class B-7 at 'B-'.

Fitch affirms the $12.4 million class B-8 at 'C', however the
distressed recovery rating has been lowered to 'DR5' from 'DR4'
due an increase in Fitch expected losses on the specially serviced
loans.

The $4.3 million class C is not rated by Fitch.

The upgrade of class B-2 is a result of increased credit
enhancement due to additional paydown and defeasance since Fitch's
last rating action in July 2006.  Eighty-one loans have been fully
defeased, including the Winston Hotel portfolio, the largest loan
in the deal.

As of the December 2006 distribution date, the pool's aggregate
principal balance has been reduced 18.8% to $1 billion from
$1.24 billion at issuance.  To date, the transaction has realized
$20.8 million in losses.  There are currently two assets in
special servicing with losses expected to deplete class C and
severely impact class B-8.

The largest specially serviced asset is a retail property located
in Roanoke Rapids, North Carolina and is currently real estate
owned.  The trust took title to the property in November 2006 and
is preparing to market the property.  The property is currently
37% occupied.

The second specially serviced asset is a retail property located
in Joliet, Illinois and is currently in foreclosure.  The loan
transferred to the special servicer due to declining cash flow,
major deferred maintenance issues, and environmental concerns.  
The property is currently 33% occupied.


DOGGIEDAY HOLDINGS: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: DoggieDay Holdings, Inc.
             400 Tremont Street
             Boston, MA 02116

Bankruptcy Case No.: 07-10036

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      DoggieDay Affiliate Network, Inc.       07-10038
      DoggieDay Group, Inc.                   07-10040
      Pathocon, Inc.                          07-10039

Type of Business: The Debtors provide pet care services and
                  supplies.  See http://www.doggieday.com/

Chapter 11 Petition Date: January 3, 2007

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Ashley D. Forest, Esq.
                  400 Tremont Street
                  Boston, MA 02116
                  Tel: (617) 504-2364

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Consolidated List of Debtors' 22 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Massachusetts Dept. of Revenue   Judgment              $550,000
c/o Andrew Zalkis
P.O. Box 9565
100 Cambridge Street
Boston, MA 02114
                                 Taxes                  $45,000

Internal Revenue Service         Taxes                 $350,000
c/o Patrick Dillon
1250 Hancock Street
Quincy, MA 02169

Bank of America                  Bank Loan             $110,000
100 Federal Street
Boston, MA 02110

Marci Haberkorn                  Trade                 $110,000
25 Church Street
Dedham, MA 02026-4315

Union Construction               Trade Debt             $85,000
140 Reservation Road
Hyde Park, MA 02136

Gadsby & Hanna                   Trade                  $72,000

American Express                 Trade                  $45,000

Jeffrey Stoler                   Convertible Note       $30,000

Berkeley Florist                 Trade                  $30,000

Francorp                         Trade                  $24,000

University Inn LLC               Trade Debt             $20,000

Andrew Levitt                    Judgment               $15,000

Nstar Electric                   Trade Debt             $13,000

RW Sullivan & Associates         Trade Debt             $13,000

Grocery Associates               Trade                  $12,000

Plourde Bogue and Moylin         Trade Debt             $11,000

Cubellis Associates              Trade                  $10,000

Albany Street Florist            Trade                   $9,000

Cupp & Cupp Floral Supply        Trade                   $7,000

International Marketing          Trade                   $6,037
Services

DJ & Amy Morse                   Trade Debt              $4,500

Gary W. Cruikshank               Trade                   $3,000


DURA AUTOMOTIVE: Creditors Committee Taps Kramer Levin as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in DURA Automotive
Systems Inc. and its debtor affiliates' Chapter 11 cases, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Kramer Levin Naftalis & Frankel LLP as its
counsel, effective as of Nov. 7, 2006.

Nicholas W. Walsh, chairperson of the Committee, explains that the
Creditors Committee selected Kramer Levin primarily because the
firm's Corporate Restructuring and Bankruptcy Department has
extensive experience in the fields of bankruptcy and creditors'
rights and, in particular, has represented official creditors
committees in some of the largest and most complex Chapter 11
reorganization cases of recent years, including Dana Corporation,
Genuity Inc., Bethlehem Steel Corporation, and Adelphia Business
Solutions Inc., among others.

In addition to acting as primary spokesman for the Committee,
Kramer Framer Levin's services will also, without limitation,
assist, advise, and represent the Committee with respect to:

    a. The administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs including
       all issues in connection with the Debtors, the Committee
       or the Chapter 11 cases;

    b. The preparation on behalf of the Committee of necessary
       applications, motions, memoranda, orders, reports and
       other legal papers;

    c. Appearances in Court and at statutory meetings of
       creditors to represent the interests of the Committee;

    d. The negotiation, formulation, drafting and confirmation of
       a plan or plans of reorganization and matters related
       thereto;

    e. The investigation, if any, as the Committee may desire
       concerning, among other things, the assets, liabilities,
       financial condition, sale of any of the Debtors'
       businesses, and operating issues concerning the Debtors
       that may be relevant to the Chapter 11 Cases;

    f. Communications with the Committee's constituents and
       others at the direction of the Committee in furtherance of
       its responsibilities, including, but not limited to,
       communications required under Section 1102 of the
       Bankruptcy Code; and

    g. The performance of all of the Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules
       and the performance of  other services as are in the
       interests of those represented by the Committee.

Kramer Levin will bill:

          Professional                    Hourly Rate
          ------------                    -----------
          Partners                       $500 to $795
          Counsel                        $505 to $855
          Associates                     $295 to $545
          Legal Assistants               $190 to $220

Kramer Levin will also seek reimbursement of out-of-pocket
expenses.

Thomas Moers Mayer, Esq., a member at Kramer Levin, assures the
Court that:

   (i) the firm is a "disinterested person" within the meaning of
       Section 101(14) of the Bankruptcy Code;

  (ii) neither Kramer Levin nor its professionals have any
       connection with the Debtors, the creditors or any other
       party-in-interest; and

(iii) Kramer Levin does not hold or represent any interest
       adverse to the Committee in the matters for which it is to
       be retained.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Panel Taps Chanin Capital as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in DURA Automotive
Systems Inc. and its debtor affiliates' Chapter 11 cases seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Chanin Capital Partners as its financial
advisors, nunc pro tunc to Nov. 10, 2006.

Nicholas W. Walsh, chairperson of the Committee, relates that
Chanin Capital has diverse experience and extensive knowledge in
the field of bankruptcy.  The firm has advised debtors and
creditors committees in numerous restructuring transactions,
including some of the largest and most complicated cases like in
ATX Communications, Inc.; Birch Telecom, Inc.; Cable & Wireless
USA, Inc.; Converse, Inc.; and Neoplan USA.

Mr. Walsh tells the Court that the Committee needs Chanin
Capital's assistance in collecting and analyzing financial and
other information in relation to the Debtors' Chapter 11 cases.

Chanin Capital will:

   (a) analyze and evaluate the liquidity position, assets and
       liabilities, and financial condition of the Debtors;

   (b) review and analyze the Debtors' financial and operating
       statement;

   (c) review and analyze the Company's business and financial
       projections;

   (d) evaluate the Company's debt capacity in light of its
       projected cash flows;

   (e) assist in the determination of an appropriate capital
       structure for the Company;

   (f) determine a theoretical range of values for the Company on
       a going concern basis;

   (g) assist the Committee in identifying and evaluating
       candidates for the potential acquisition of certain assets
       of the Company;

   (h) analyze proposed sales of assets of the Debtors, the terms
       and options and related issues, including available
       strategic alternatives;

   (i) review, analyze and monitor the Debtor-In-Possession
       financing and other financing alternatives;

   (j) advise the Committee on tactics and strategies for
       negotiating with the Company and other purported
       stakeholders;

   (k) determine a theoretical range of values for any securities
       to be issued or distributed in connection with the Chapter
       11 case, including without limitation any securities to be
       distributed under a plan;

   (l) advise and assist the Committee in the review and analysis
       of the Debtors' business plan;

   (m) advise and assist the Committee in the review of all
       plans;

   (n) assist with a review of the Debtors' short-term cash
       management procedures and monitoring of cash flow;

   (o) assist with a review of the Debtors' employee benefit
       programs;

   (p) assist and advise the Committee with respect to the
       Debtors' management of their supply chain, including
       critical and foreign vendors;

   (q) assist with a review of the Debtors' performance of
       cost/benefit evaluations with respect to the affirmation
       or rejection of various executory contracts involving
       vendors and customers;

   (r) assist in the evaluation of the Debtors' operations and
       identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

   (s) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan;

   (t) assist in the review of potential claims levels and the
       Debtors' reconciliation process;

   (u) assist with various tax matters;

   (v) provide testimony in any proceeding before the Court; and

   (w) provide the Committee with other appropriate general
       restructuring advice.

Chanin Capital will be paid $150,000 per month and will be
reimbursed for expenses incurred in connection with the
engagement.  A $1,500,000 transaction fee will also be paid to the
firm on the effective date of a plan of reorganization.

Brent Williams, managing director at Chanin Capital, discloses
that the firm represents certain Committee members or parties-in-
interest in the Debtors' Chapter 11 cases.  Chanin Capital,
however, has not identified any material relationships with any
party that would otherwise affect its judgment or ability to
perform services for the Committee.  

Chanin Capital assures the Court that it has not and will not
provide any professional services to the Debtors, any of the
creditors, other parties-in-interest with regard to any matter
related to the Debtors' Chapter 11 cases.

Mr. Williams assures the Court that Chanin Capital is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Auction Sets Bond Price at 24.125% of Face Value
-----------------------------------------------------------------
In an auction held on Nov. 28, 2006, Dura Automotive Systems
Inc.'s $400,000,000 of 8.625% notes have been given a redemption
price of 24.125 cents on the dollar by credit-default swap
dealers, Bloomberg News reports.  The redemption rate will be used
by up to 327 banks and investors to cash-settle credit-default
swaps based on the notes.

Another auction set a value of 3.5% of face value for Dura's
$523,000,000 of 9% subordinated notes, according to Bloomberg's
Shannon D. Harrington

Credit-default swaps are financial instruments based on bonds and
loans that are used to speculate on a company's ability to repay
debt.  

Twelve dealers participated in the auctions, which were run by
Creditex Group Inc. and Markit Group Ltd.  According to the
International Swaps and Derivatives Association, the bidders were
Bank of America, Barclays, Bear Stearns, Citigroup, Credit
Suisse, Deutsche Bank, Goldman Sachs, JP Morgan, Lehman Brothers,
Merrill Lynch, Morgan Stanley, and UBS.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EFREN REYNOSO: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Efren Reynoso
        fdba East Coco Wheels
        dba Paradise Custom Wheels
        2717 Lincoln Lane
        Antioch, CA 94509-4903

Bankruptcy Case No.: 06-42533

Type of Business: The Debtor operates an auto shop that
                  specializes in exotic wheels, window tinting
                  and auto & motorcycle detailing.

Chapter 11 Petition Date: December 28, 2006

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  Law Offices of Ruth Elin Auerbach
                  711 Van Ness Avenue #440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Pavel Flider and Anna Flider                       $2,986,851
   c/o George L. Cohn, Esq.
   2850 Artesia Boulevard, Suite 201
   Redondo Beach, CA 90278

   Home Depot                                               $316
   P.O. Box 6028
   The Lakes, NV 88901

   Antioch Community Credit Union                           $220
   301 G. Street                                  Secured value:
   Antioch, CA 94509                                     $44,155

   Target National Bank                                      $89
   P.O. Box 59317
   Minneapolis, MN 55459

   76 Proclean Gasolines                                     $88
   P.O. Box 688929
   Des Moines, IA 50368

   Chevron Credit Bank                                       $33
   P.O. Box 2001
   Concord, CA 94529


ENESCO GROUP: Bank Lenders Limit Credit Facility Advances
---------------------------------------------------------
Enesco Group Inc. reported that the lenders under its senior
credit facility with Bank of America N.A. and LaSalle Bank N.A.
have elected to allow future advances under the credit facility
only on a limited discretionary basis.

The company continues to seek refinancing for the senior credit
facility and to pursue other restructuring alternatives.  The
company said there could be no certainty as to whether it will be
successful in achieving its goals.

Enesco Group, Inc. --- http://www.enesco.com/-- is a world  
leader in the giftware, and home and garden decor industries.
Serving more than 44,000 customers worldwide, Enesco distributes
products to a wide variety of specialty card and gift retailers,
home decor boutiques, as well as mass-market chains and direct
mail retailers.  Internationally, Enesco serves markets
operating in the United Kingdom, Canada, Europe, Mexico,
Australia and Asia.  With subsidiaries located in Europe and
Canada, and a business unit in Hong Kong, Enesco's international
distribution network is a leader in the industry.  Enesco's
product lines include some of the world's most recognizable
brands, including Border Fine Arts, Bratz, Circle of Love,
Foundations, Halcyon Days, Jim Shore Designs, Lilliput Lane,
Pooh & Friends, Walt Disney Classics Collection, and Walt Disney
Company, among others.

                          Credit Default

As reported in the Troubled Company Reporter on Aug. 15, 2006,
Enesco is continuing to aggressively pursue long-term debt
financing.  Enesco previously had agreed to obtain a commitment
for long-term financing by Aug. 7, 2006.  Because Enesco has not
obtained a commitment, the company is in default of its current
credit facility agreement.

Enesco is working with the lenders for possible additional loans
or terms and conditions, but has been advised that the lenders are
not committing to waive the default.


FAIRCHILD SEMICONDUCTOR: To Appeal $8.4-Mil. ZTE Lawsuit Judgment
-----------------------------------------------------------------
Fairchild Semiconductor says it will appeal a judgment by the
Intermediate People's Court of Shenzhen, Guangdong Province,
People's Republic of China, in favor of Zhongxing Telecom Ltd.  
The company will appeal to the Higher People's Court of Guangdong
Province.

The judgment ordered Fairchild to pay RMB65,733,478 or
approximately $8.4 million at current exchange rates to ZTE.
Fairchild Semiconductor maintains that the product liability
claims are invalid.

The lawsuit relates to alleged defects in products shipped in late
2002 and early 2003.  The company did not sell the allegedly
defective products to ZTE directly.  Among other defenses,
Fairchild has argued that limitations on damages in its contract
with its distributor at the time of shipment should limit any
damages recovery by ZTE.

Fairchild expects to record a charge of approximately $8.2 million
in the fourth quarter 2006 related to this legal proceeding.

                          About Fairchild

Fairchild Semiconductor -- http://www.fairchildsemi.com/--     
supplies power products to electronic applications in the
computing, communications, consumer, industrial and automotive
segments.  Fairchild's 9,000 employees design, manufacture and
market power, analog & mixed signal, interface, logic, and
optoelectronics products.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service confirmed Fairchild Semiconductor
Corp.'s Ba3 corporate family rating in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


FAIRCHILD SEMICONDUCTOR: Launching Tender Offer for System General
------------------------------------------------------------------
Fairchild Semiconductor expects to launch a tender offer to
acquire 100% of the outstanding shares of Taipei-based System
General Corporation for NTD93 per share in cash through a wholly
owned Fairchild subsidiary.

"We are excited to announce this deal with System General - a
leading supplier of analog power management semiconductors for
AC/DC offline power conversion in computers, LCD monitors,
printers, chargers, and consumer products," Fairchild president
and chief executive officer Mark Thompson said.  

"We believe System General has one of the top Asia-based power
analog management teams and their growing portfolio of pulse width
modulated controllers, desktop PC power supply supervisor and
combo ICs, and power factor correction controllers, coupled with
their customer relationships and strong local field applications
support has made them a significant competitor in the Taiwan and
China AC/DC power conversion market.

"When combined with Fairchild's global infrastructure, process and
package capabilities, worldwide customer access, and manufacturing
scale, we will possess a leading position in the AC/DC offline
power conversion market with the opportunity to accelerate our
growth and margin improvement," Mr. Thompson said.

System General's net revenue through the first eleven months of
2006 was NTD1,138 million, or approximately $35 million.  In the
proposed transaction, approximately 250 System General employees
will join Fairchild, including the current management team.  
System General will continue normal operations under its name
after the closing of the tender offer and prior to the share swap
described below and will operate as an independent business within
Fairchild during that time.

After the completion of the transaction, System General will be a
wholly owned Fairchild subsidiary, and Fairchild and System
General's management will work together to combine the power
conversion businesses of each company and form a single business
unit targeting worldwide AC/DC offline power conversion
applications.  Fairchild expects the acquisition to be neutral to
Fairchild's earnings per share in 2007 and to be accretive to
earnings per share in 2008 and beyond.

"Acquiring System General is a natural extension of Fairchild's
business strategy to invest aggressively to expand our sales and
margins by pursuing fast-growing power analog markets," Mr.
Thompson said.  

"Over two thirds of the worldwide power management IC market is in
Asia, with six of the top 10 worldwide power supply OEMs located
in Taiwan.  The AC/DC offline power conversion market, which
consists of isolated PWM controllers, PFC controllers, and AC/DC
offline regulators measured over $1.5 billion in 2005, and this
combination of Fairchild and System General places us as a leader
in this fast growing segment.

"The combination is especially synergistic--System General is
strong in PWM controllers in Taiwan and China, while Fairchild is
a leading provider of AC/DC offline regulators with strong sales
in Korea and China.  System General's management has a proven
track record of servicing key OEMs in Taiwan and China, with an
experienced, technical field sales force and industry leading
innovative products.  

"Fairchild expects to continue building upon the R&D design center
System General has created in Taiwan to strengthen System
General's technical and innovation capabilities.  We expect the
acquisition of System General to further accelerate the growth of
Fairchild's overall AC/DC power conversion business, and we expect
the margin profile of this business to continue to expand over
time."

The transaction is structured as a tender offer for all
outstanding shares of System General followed by a share swap and
merger.  The tender offer may be extended or withdrawn to the
extent permitted under applicable law.  The closing of the tender
offer is subject to customary closing conditions, including tender
of a majority of the outstanding System General shares.

Shareholders owning 30.88% of the outstanding shares of System
General common stock have entered into agreements under which they
have agreed to tender their shares to Fairchild.  Assuming the
tender offer is completed, it is expected that System General and
a subsidiary of Fairchild will conduct a share swap which will
provide any remaining shareholders of System General with
preferred shares of such subsidiary that have redemption rights
effectively equivalent to NTD93 per original System General share.

After redemption of the preferred stock, the Fairchild subsidiary
would be merged into System General, with System General as the
surviving corporation in the merger.  Completion of the share swap
and merger will be subject to approval by System General's
shareholders after the tender offer closes and is expected to take
place by the end of Fairchild's second quarter, 2007.  The
purchase price, depending upon final shares tendered and the
exchange rate at the time of the closings of the tender offer and
share swap, is anticipated to be approximately $200 million in the
aggregate.

Deutsche Bank is acting as an exclusive financial advisor to
Fairchild in this transaction.

                          About Fairchild

Fairchild Semiconductor -- http://www.fairchildsemi.com/--     
supplies power products to electronic applications in the
computing, communications, consumer, industrial and automotive
segments.  Fairchild's 9,000 employees design, manufacture and
market power, analog & mixed signal, interface, logic, and
optoelectronics products.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service confirmed Fairchild Semiconductor
Corp.'s Ba3 corporate family rating in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


FORD MOTOR: Partners with Microsoft on In-Car Digital Systems
-------------------------------------------------------------
Ford Motor Company has launched a new factory-installed, in-car
communications and entertainment system that is designed to change
the way consumers use digital media portable music players and
mobile phones in their vehicles.

The Ford-exclusive technology based on Microsoft Auto software,
called Sync, provides consumers the convenience and flexibility to
bring into their vehicle nearly any mobile phone or digital media
player and operate it using voice commands or the vehicle's
steering wheel or radio controls.

Sync offers consumers two ways to bring electronic devices into
their Ford, Lincoln, and Mercury vehicles and operate them
seamlessly through voice commands or steering wheel controls:

   * Bluetooth, for wireless connection of phones and phones that
     play music.

   * A USB 2.0 port for command and control and charging of
     digital media players -- including the Apple iPod and
     Microsoft Zune -- as well as PlaysForSure music devices and
     most USB media storage devices.  Supported formats include
     MP3, AAC, WMA, WAV, and PCM.

Sync will debut this calendar year on the 2008 Ford Focus, Fusion,
Five Hundred, Edge, Freestyle, Explorer, and Sport Trac; Mercury
Milan, Montego, and Mountaineer; and Lincoln MKX and MKZ.  The
technology will be on all Ford, Lincoln, and Mercury vehicles in
the near future.

"Ford and Microsoft share a vision for a future where drivers are
safely connected to the people, information and entertainment they
care about while they are on the road," Microsoft Corporation
Chairman Bill Gates said.

                        About Ford Motor Co.

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

                         *     *     *

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

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

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


FORD MOTOR: Strong Brazilian Ops Spurs Group to Invest $1 Billion
-----------------------------------------------------------------
Ford Motor Co. will invest around $1 billion into its Brazilian
operations until 2011, BBC News reports.

The investment will cover:

   -- product development plans,
   -- Sao Paulo site expansion, and
   -- acquisition of off-road vehicle firm Troller.

The company, which commenced takeover talks with Troller in
November, did not disclose the final acquisition price, BBC
relays.

Dominic Di Marco, Ford's top honcho in Canada and South America,
said the company is confident in Brazil, BBC says.  The company
increased its market share in Brazil despite a sluggish sales
performance in the U.S.

                        About Ford Motor Co.

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

                           *     *     *

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

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

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


FOREST OIL: Acquiring Houston Exploration in $1.5 Billion Deal
--------------------------------------------------------------
Forest Oil Corp. has entered into a definitive agreement to
acquire 100% of the outstanding stock of The Houston Exploration
Company in a stock and cash transaction totaling approximately
$1.5 billion plus the assumption of net debt estimated to be
$100 million at Dec. 31, 2006.

Forest Oil worked with JANA Partners LLC, the holder of 14.7% of
the outstanding shares of Houston Exploration, with the result
that JANA has agreed to vote in favor of the transaction.  JANA
has also agreed not to propose any extraordinary transactions with
Forest or to seek to influence the management or control of Forest
for a year following the close of the transaction.

"We are undertaking this significant acquisition to further
strengthen our onshore North American asset base and to add
drilling inventory for our proven acquire and exploit strategy,"
Forest president and chief executive officer H. Craig Clark
stated.  

"This strategy has provided us with superior risk weighted returns
over the last several years.  This acquisition will add in excess
of 3,200 drill sites to our existing inventory.  Furthermore,
these assets are located in tight gas sand basins in which we have
extensive experience and have recently benefited from new
technological applications like horizontal drilling and fracture
stimulation.

"We believe that our stated organic growth goals can be achieved
in the foreseeable future within our existing free-cash flow
model.  In order to reduce our leverage and to further narrow our
geographic focus, we will seek to sell our Alaskan entity in
2007."

The transaction positions Forest as one of the top independent
onshore North American exploration and production companies.   
The acquisition will also create a highly concentrated and
complementary set of oil and natural gas assets focused in all
regions of Texas.  

On a pro forma basis at Dec. 31, 2005, the Company would have
estimated proved reserves of approximately 2 trillion cubic feet
of natural gas equivalents of which approximately 69% would be
classified as proved developed and approximately 70% would be
natural gas.

"Over the past year, we have made significant progress in
improving Houston Exploration's operations and creating a more
focused asset portfolio," Houston Exploration chairman, president,
and chief executive officer William G. Hargett said.  

"Our agreement with Forest builds on this solid foundation and
represents a successful conclusion to the strategic review that
our Board and management team began last year to enhance
shareholder value and develop an even stronger future for our
company.  

"The transaction with Forest not only provides immediate value to
Houston Exploration's shareholders, but also affords them the
opportunity to participate in the upside potential created by
our combination.  I am confident that together with Forest, we
will have the financial and operational strength needed to
continue capturing the opportunities in our industry," Mr. Hargett
concluded.

"Given the current environment, we believe this is a good deal and
we have confidence that Forest Oil is the right company to
maximize the value of these assets" JANA Managing Partner Barry
Rosenstein stated.  

"Forest Oil has a strong track record of keeping F&D costs and
operating expenses low, and its disciplined management team has
maintained some of the most favorable cost controls in the
industry during the inflationary period of the last several years.  
In addition, we believe there are significant synergies,
particularly given Forest Oil's demonstrated expertise in
analogous acquisitions and the direct overlapping acreage
positions in the combined portfolio."

                       Transaction Details

Under the terms of the agreement, Houston Exploration shareholders
will receive total consideration equal to 0.84 shares of Forest
common stock and $26.25 in cash for each share of Houston
Exploration common stock outstanding of Forest common stock and
cash of $740 million.  This represents $52.47 per share of
consideration to be received by the Houston Exploration
shareholders based on the closing price of Forest shares on
Jan. 5, 2007.  

The exact amount of the total cash and stock consideration to be
received by each Houston Exploration shareholder will be
determined by elections and an equalization formula.  It is
anticipated that the transaction will be tax free to Houston
Exploration and the stock portion of consideration will be
received tax free by its shareholders.  The cash component of the
acquisition is expected to be financed with a new $1.4 billion
revolving credit facility, which has been underwritten by JPMorgan
Chase Bank, N.A.

The boards of directors of Forest Oil and Houston Exploration have
unanimously approved the transaction.  The transaction is subject
to regulatory approvals and other customary conditions, as well as
both Forest Oil and Houston Exploration shareholder approval.

Forest Oil management and its board of directors will continue in
their current positions with Forest, and it is anticipated that
Forest will create a new business unit to be located in Houston.

Credit Suisse Securities LLC acted as the financial advisor and
Vinson & Elkins LLP acted as the legal advisor to Forest in
transaction.

Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/--  
is engaged in the acquisition, exploration, development, and
production of natural gas and crude oil in North America and
selected international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada. Forest's common stock trades on the New York
StockExchange under the symbol FST.

                           *     *     *

On Sept. 9, 2006, Moody's Investor Service downgraded Forest Oil
Corp.'s Ba3 rating on 8% Senior Unsecured Global Notes due 2008 to
B1.


FORT JAMES: Moody's Completes Withdrawal of Ratings
---------------------------------------------------
Moody's Investors Service completed the withdrawal of ratings for
debt instruments issued or guaranteed by Georgia-Pacific
Corporation's subsidiary companies, Fort James Corporation and
Fort James Operating Company by withdrawing the ratings on four
remaining debt instruments.  GP does not provide segmented or
legal entity financial disclosure to facilitate risk assessment of
instruments issued or guaranteed by subsidiary companies, and
accordingly, maintenance of the ratings is not practicable.  

This step completes the rating actions contemplated in Moody's
Dec. 11, 2006, press release.

Withdrawals:

   * Fort James Operating Company

      -- Senior Secured Pass-Through, Withdrawn, previously rated
         B1

   * Effingham County Industrial Dev. Auth.

      -- Senior Unsecured Revenue Bonds, Withdrawn, previously
         rated B1

   * Green Bay Redev. Auth.

      -- Senior Unsecured Revenue Bonds, Withdrawn, previously
         rated B1

   * Butler (City of) Al.

      -- Senior Unsecured Revenue Bonds, Withdrawn, previously
         rated B1

Georgia-Pacific Corporation, headquartered in Atlanta, Georgia, is
a privately owned global leader in tissue and other consumer
products, and has significant operations in building products and
paper-based packaging.


FRANK GRILLO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Frank Michael Grillo
        4141 Crane Boulevard
        Jackson, MS 39216

Bankruptcy Case No.: 06-02940

Chapter 11 Petition Date: December 21, 2006

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  P.O. Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002

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.


GAP INC: Goldman Sachs Hiring Sparks Rumors on Strategic Options
----------------------------------------------------------------
The Gap Inc. hired Goldman Sachs Group Inc. last month, CNBC's
David Faber reported.

According to reports, analysts speculated that Goldman Sachs's
involvement with the clothing company could mean that Gap is
either up for sale, will spin off its brands, or will undergo a
leveraged buyout.

The announcement also renewed speculation that Gap chief executive
officer Paul Pressler and other senior executives' tenure are at
an end, Reuters said.

The company's shares surged yesterday to 11% before closing up at
over 7% at $20.26 per share.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an  
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  The outlook is stable.


GAP INC: December Sales Down 4%; Comparable Store Sales Down 8%
---------------------------------------------------------------
Gap Inc. discloses on Jan. 4, 2007, net sales of $2.34 billion for
the five-week period ended Dec. 30, 2006, which represents a 4%
percent decrease compared with net sales of $2.44 billion for the
same period ended Dec. 31, 2005.  The company's comparable store
sales for December 2006 decreased 8% compared with a 9% decrease
in December 2005.

Comparable store sales by division for December 2006 were:

    * Gap North America: negative 9% versus negative 10% last year

    * Banana Republic North America: positive 2% versus negative
      5% last year

    * Old Navy North America: negative 10% versus negative 10%
      last year

    * International: negative 8% versus negative 3% last year.

"Although Banana Republic continued to make good progress in its
turnaround, we continued to experience negative traffic trends at
Gap and Old Navy," said Sabrina Simmons, senior vice president,
corporate finance, Gap Inc.  "Given the weak traffic trends, we
needed to take significant action on promotions and markdowns at
these two brands which drove Gap Inc.'s overall merchandise
margins significantly below last year.  We expect continued margin
pressure into January as we work to clear remaining holiday
product at Gap and Old Navy."

Based on its holiday sales performance, the company said that it
is revising its fiscal 2006 guidance.  The company now expects
full-year earnings per share to be $0.83 to $0.87 versus previous
guidance of $1.01 to $1.06.  Full-year operating margins are now
expected to be about 7% and free cash flow is now expected to be
about $650 million for the year.

The company reiterated that it expects the percent increase in
inventory per square foot at the end of the fourth quarter of
fiscal 2006 to be in the low-single-digits versus prior year.

"We are clearly disappointed with Gap and Old Navy's holiday sales
and overall performance for the year," said Paul Pressler,
president and CEO, Gap Inc.  "Given that we did not gain the
traction we had expected, the management team, with the active
involvement of our board of directors, is currently reviewing Gap
and Old Navy's brand strategies.  We are committed to making the
necessary changes to improve performance."

Year-to-date net sales of $14.75 billion for the 48 weeks ended
Dec. 30, 2006, decreased 2% compared with net sales of
$15.07 billion for the same period ended Dec. 31, 2005.  The
company's year-to-date comparable store sales decreased 7%
compared with a 5% decrease in the prior year.

As of Dec. 30, 2006, Gap Inc. operated 3,184 store locations
compared with 3,126 store locations last year.

                          About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an  
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  The outlook is stable.


GENERAL MOTORS: Says Highland Rival Offer Could Delay Delphi Deal
-----------------------------------------------------------------
Delphi Corp. and General Motors Corp.'s reorganization deal with
Appaloosa Management LP and Cerberus Capital Management could be
delayed by a rival offer from Highland Capital Management LP,
Reuters quotes Rick Wagoner, GM's CEO, as saying.

Under Appaloosa and Cerberus' $3.4 billion offer, GM will receive
7 million shares of Reorganized Delphi's common stock, $2.63
billion in cash, and a release of claims by Delphi against GM.

Highland's proposed funding fund, on the other hand, amounts to
approximately $4.7 billion.

Delphi became a fully independent company on May 28, 1999, after
it was spun-off from GM.

                         About Delphi Corp.

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

                     About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed US$1.5 billion secured term loan of General Motors Corp.  
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GENERAL MOTORS: Awards Lithium-Ion Battery Development Contracts
----------------------------------------------------------------
General Motors Corp. has awarded advanced battery development
contracts to two suppliers to design and test lithium-ion
batteries for use in the Saturn Vue Green Line plug-in hybrid SUV.

One contract has been awarded to Johnson Controls - Saft Advanced
Power Solutions LLC, a joint venture between Tier 1 automotive
supplier Johnson Controls and Saft.

Another agreement was signed with Cobasys, in partnership with
A123Systems.  Cobasys, based in Orion, Mich., is a joint venture
between Chevron Technology Ventures LLC, a subsidiary of Chevron
Corp., and Energy Conversion Devices Inc.  A123Systems, based in
Watertown, Mass., is a manufacturer of high power lithium-ion
batteries.

The two test batteries, one from Cobasys - A123Systems and the
other from Johnson Controls - Saft, will be evaluated in prototype
Saturn Vue Green Line plug-in hybrids beginning later this year.
While both are lithium-ion batteries, the chemistry differs
significantly.  The suppliers also use unique methods in the
design and assembling of the battery packs.

GM announced in November at the 2006 Greater Los Angeles Auto Show
its intention to produce a Saturn Vue Green Line plug-in hybrid
that has the potential to achieve double the fuel efficiency of
any current SUV.

In addition to plug-in technology and a lithium-ion battery pack
when ready, the Vue Green Line will use a modified version of GM's
2-mode hybrid system, powerful electric motors and highly
efficient electronics to achieve significant increases in fuel
economy.

GM is co-developing the 2-mode hybrid system with DaimlerChrysler
and BMW Group for use in front-, rear- and four-wheel drive
applications in an array of car and truck models.  The 2-mode
system debuts later this year in the Chevrolet Tahoe/GMC Yukon
Hybrid SUVs.

                    About Johnson Controls Inc.

Johnson Controls Inc., headquartered in Milwaukee, Wis., had sales
of $32 billion in fiscal year 2006 and employs approximately
136,000 people.  Johnson Controls' power solutions business
provides more than 110 million starter batteries globally each
year.

                About Saft Advanced Power Solutions

Saft Advanced Power Solutions LLC, headquartered in Paris, employs
4,000 people and had annual sales of more than $700 million in
2005.  Saft is a world leader in high performance batteries and
has a decade of experience in lithium-ion development and
manufacturing.  Saft provided lithium-ion batteries for the
Chevrolet Sequel fuel cell concept vehicle.

                About Johnson - Saft Joint Venture

Saft and Johnson Controls formed the battery joint venture last
year.  Now, more than 150 people work for the joint venture, based
also in Milwaukee.  

                           About Cobasys

Cobasys has facilities in both Michigan and Ohio with
approximately 400 employees to the design, manufacture and
integrate advanced energy storage systems for both transportation
and stationary power markets.  It's headquarters features one of
the world's largest Energy Storage System development and test
facilities required for the validation of battery systems.  
Cobasys is presently supplying nickel-metal hydride systems for
the Saturn Vue Green Line hybrid SUV and will be supplying NiMH
systems for the 2007 Saturn Aura Green Line hybrid sedan.

                         About A123Systems

A123Systems, which employs 250 people, was started in 2001 to
commercialize technology developed at the Massachusetts Institute
of Technology.  A123Systems has quickly grown to be one of the
world's largest suppliers of high power lithium-ion batteries.  By
the end of 2007, A123Systems will have the annual capacity to make
20 million lithium-ion batteries for use in power tools.  It also
sells batteries for stationary backup power, jet engine auxiliary
power units, and hybrid trucks and buses.

                     About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed US$1.5 billion secured term loan of General Motors Corp.  
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GMAC MORTGAGE: Fitch Holds Low-B Ratings on 3 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken action on these GMAC Mortgage Corporation
Home Equity Issues:

GMAC Mortgage, Series 2005-J1:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 affirmed at 'BB'; and,
   -- Class B-2 affirmed at 'B'.

GMAC Mortgage, Series 2005-AR5:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB'; and,
   -- Class B-1 affirmed at 'BB'.


The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.0 billion of outstanding certificates as detailed above.  There
have been no cumulative losses experienced to date and the CE for
each class has increased nominally since closing.

The underlying collateral consists of both fixed-rate and hybrid
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.  As of the December 2006
distribution date, series 2005-AR5 is 16 months seasoned and
series 2005-J1 is 13 months seasoned.  The pool factors are 86%
and 94%, respectively.  The loans were sold by GMACM to
Residential Asset Mortgage Products, the depositor.  The
depositor, a special purpose corporation, deposited the loans in
the trust, which then issued the certificates.  GMAC Mortgage
Corporation, the servicer for the aforementioned transactions, is
rated a 'RPS1' by Fitch.

Fitch will continue to monitor these deals.


GOODYEAR TIRE: Fitch Removes Ratings from Watch Negative
--------------------------------------------------------
Fitch Ratings affirmed ratings for The Goodyear Tire & Rubber
Company and removed the ratings from Rating Watch Negative.  

The ratings were placed on Rating Watch Negative on
Oct. 18, 2006, when the company reported a $975 million drawdown
of its bank revolver.  

These are Goodyear's debt and recovery ratings:

   -- Issuer Default Rating 'B';
   -- $1.5 billion first lien credit facility 'BB/RR1';
   -- $1.2 billion second lien term loan 'BB/RR1';
   -- $300 million third lien term loan 'B/RR4';
   -- $650 million third lien senior secured notes 'B/RR4'; and,
   -- Senior unsecured debt 'CCC+/RR6'.

Goodyear Dunlop Tires Europe B.V.

   -- EUR505 million European secured credit facilities 'BB/RR1'.

The Rating Outlook is Negative.

The removal of Goodyear's ratings from Rating Watch Negative comes
after the ratification of a new union contract by the United
Steelworkers on Dec. 29, 2006.  The new contract runs for three
years and covers approximately 12,600 employees at 12 tire and
engineered products plants in the United States who had been on
strike since Oct. 5, 2006.  A separate contract covering workers
in Canada has also been approved.

The Negative Rating Outlook reflects concerns about weak operating
results and higher levels of debt associated with costs of the
strike and the new contract.  Prior to October when Fitch placed
the ratings on Negative Watch, the Rating Outlook had been Stable.  
During the strike, Goodyear borrowed $975 million under its bank
revolver and issued $1 billion of senior unsecured notes to
support its liquidity and to replace $515 million of debt
scheduled to mature by March 2007.  On a pro forma basis, proceeds
from the new debt increased Goodyear's cash balances from
$1.3 billion at Sept. 30, 2006, to approximately $2.7 billion.  
This amount is adjusted to exclude cash designated for the
$515 million of near-term debt maturities and does not reflect the
impact of strike-related costs that Goodyear previously estimated
at up to $35 million per week.

Goodyear's cash balances would be available to fund a $1 billion
Voluntary Employees' Beneficiary Association trust to be
implemented under the new master contract.  The VEBA trust will be
funded with $700 million in cash and $300 million in cash or
common stock at the company's option.  Goodyear will transfer to
the trust all USW retiree medical obligations, thereby reducing
its projected benefit obligation for post-retirement benefits by
more than half.  It expects the VEBA trust arrangement to improve
cash flows related to these benefits by $145 million annually.

Goodyear's operating results and cash flow have been pressured by
high raw material costs and by declining tire volumes in North
America.  The company is addressing these trends through better
pricing and by transitioning toward a more favorable product mix.
Volume declines in original equipment tires reflect lower vehicle
production, while lower volumes for consumer replacement tire
volumes include the impact of weaker demand as well as Goodyear's
decision to exit certain segments of the low-margin private label
tire business.  The planned closure of the Tyler Texas plant after
2007, along with three other announced closures, should allow
Goodyear to reach its targeted capacity reduction for private
label tires and support its focus on higher-margin premium tires.

The Rating Outlook could eventually be changed to Stable once
Goodyear returns to normal operations and begins to realize
expected cost reductions.  Any upward revisions in the ratings
and/or Outlook over the longer term would also depend on the
company's ability to generate sufficient cash flow to reduce debt
and leverage and its ability to maintain its competitive position.  
Cash flow should benefit from Goodyear's expected cost savings
that were announced concurrently with the new labor union
agreement.  

However, ongoing cash requirements for capital expenditures and
pension contributions are substantial, and Goodyear's capacity to
reduce debt may be limited until market conditions improve and
Goodyear makes further progress in realizing projected cost
savings.  The company estimates that contributions to funded
pension plans will total $550 million to $575 million in 2006,
$550 million to $600 million in 2007 and $200 million to
$250 million in 2008.  These cash requirements will be partly
offset by a reduction in OPEB cash outflows estimated by Goodyear
at $145 million annually.

Goodyear's ongoing cost reduction efforts will be facilitated by
its new agreement with the USW.  The company has scheduled a
conference call on Jan. 9 in which it will address specifics of
the new contract.  Under Goodyear's cost reduction plan initiated
in 2005, the company targeted cost savings in excess of
$1 billion by 2008.  

By comparison, the company estimates the new labor contract will
support savings, relative to costs in 2006, of $610 million
through 2009.  The contract provides for a lower wage structure
for new hires and more flexibility in making productivity
improvements.  These benefits should support stronger operating
results, but Goodyear still faces a highly competitive environment
in which its North American cost structure may leave it at a
disadvantage relative to its peers despite expected cost
reductions.  The new contract provides more job security for union
workers and provides for the closure of the Tyler, Texas plant at
the end of 2007.  Goodyear will be required to make capital
investments in USW plants of at least $550 million during the life
of the labor contract.


GREENMAN TECH: Sept. 30 Balance Sheet Upside-Down by $11.4 Million
------------------------------------------------------------------
GreenMan Technologies Inc. filed its financial statements for the
year ended Sept. 30, 2006, with the Securities and Exchange
Commission on Dec. 15, 2006.

At Sept. 30, 2006, GreenMan Technologies Inc.'s balance sheet
showed $9.5 million in total assets and $20.9 million in total
liabilities, resulting in an $11.4 million stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
$3.5 million in total current assets available to pay $7.5 million
in total current liabilities.

GreenMan Technologies Inc. reported a $3.7 million net loss on
$17.6 million of net sales for the year ended Sept. 30, 2006,
compared with a $15.2 million net loss on $18.3 million of net
sales for the same period in 2005.

Net sales from continuing operations for the fiscal year ended
Sept. 30, 2006, decreased $703,000 or 4% to $17.6 million as
compared to last year's net sales from continuing operations of
$18.3 million, mainly resulting from the completion of the Iowa
scrap tire cleanup project during fiscal 2005 which accounted for
approximately $1.2 million of revenue and 1.25 million passenger
tire equivalents during fiscal 2005.

The decrease in net loss is mainly attributable to the
$1.1 million operating income in fiscal 2006 compared with a
$25,775 operating loss in fiscal 2005, the $6 million loss on
disposal of discontinued operations in fiscal 2005, absent in
fiscal 2006, and the $5.1 million decrease in loss from
discontinued operations, partly offset by the $896,192 increase in
other expense.

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?1820

                         About GreenMan

Based in Lynnfield, Massachusetts, GreenMan Technologies, Inc.
(OTCBB: GMTI) -- http://www.greenman.biz/-- operates facilities  
in Iowa and Minnesota which collect, process and market over 12
million scrap tires in whole, shredded or granular form.  Products
are used as an efficient alternative fuel by pulp and paper
producers and electric utilities, as a substitute for crushed
stone in civil engineering applications, such as road beds,
landfill and septic field construction, or as crumb rubber which
is used for playground and athletic surfaces, running tracks and
landscaping/groundcover applications.


INFRASOURCE SERVICES: Changes Status, Amends CEO's Management Pact
------------------------------------------------------------------
InfraSource Services Inc. has changed its status from a controlled
company to a widely held public company.

The company also amended and restated its management agreement
with David R. Helwig, its chief executive officer and chairman of
the board of directors.

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Mr. Helwig succeeded Ian Schapiro, who had served as interim
chairman since June 2005.

Under the terms of the Management Agreement, Mr. Helwig will
continue to be employed on an "at will" basis, and will receive
annual compensation consisting of base salary, an incentive
compensation bonus, and a long term incentive plan award in the
form of shares of restricted stock or options to acquire shares of
common stock.  The annual target incentive compensation bonus and
long-term incentive plan awards may be adjusted at the discretion
of the company's board of directors.

A full text-copy of the Amended and Restated Management Agreement
may be viewed at no charge at http://ResearchArchives.com/t/s?1825

Headquartered Media, Pennsylvania, InfraSource Services, Inc.
(NYSE: IFS) -- http://www.infrasourceinc.com/-- is a specialty  
contractor servicing electric, natural gas and telecommunications
infrastructure in the United States.  InfraSource designs, builds,
and maintains transmission and distribution networks for
utilities, power producers, and industrial customers.

                           *     *     *

Standard & Poor's assigned BB- long-term foreign and local issuer
credit ratings to the company.


INSTITUTE FOR CANCER PREVENTION: Court Confirms Trustee's Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
conditionally confirmed the chapter 11 plan of liquidation filed
by Hobart G. Truesdell of Walker Truesdell & Associates, Inc, for
Institute for Cancer Prevention.

The Order confirming the Plan was subject to receiving final
approval from the United States Department of Health and Human
Services, National Cancer Institute on a global settlement that
involved the Institutes' former officers, board of trustees,
auditors and financial consultant.  NCI delivered its approval on
Jan. 4, 2007.  The Plan was accepted by all voting creditors and
provides for a full distribution to all administrative and
priority claims and a modest distribution to general unsecured
claims.

"We are very pleased with the court's decision," said counsel for
the chapter 11 trustee, Joseph Malfitano of Young Conaway Stargatt
& Taylor, LLP.  "This was a difficult case and the results
obtained are the direct result of the hard work and dedication of
Mr. Truesdell."

Mr. Truesdell expressed appreciation to the Court, Young Conaway,
and other parties involved in the case for their patience and
support in reaching this milestone.  Mr. Truesdell hopes to make a
distribution to creditors in the first quarter of 2007.

                       About Young Conaway

Young Conaway Stargatt & Taylor, LLP, one of Delaware's largest
law firms, counsels and represents national, international and
local clients, handling sophisticated advisory and litigation
matters involving bankruptcy, corporate law and intellectual
property.  Now in its fifth decade, Young Conaway also guides
regional businesses and individuals through a myriad of
employment, real estate, tax, estate planning, environmental and
banking issues from the firm's offices in downtown Wilmington.

                      About Walker Truesdell

Walker Truesdell & Associates provides comprehensive senior
management, advisory and administrative services to bankrupt
companies and to companies experiencing financial difficulties. In
a bankruptcy case, Walker Truesdell is retained typically as
Trustee, Restructuring Officer, Liquidation Agent or Plan
Administrator.

           About the Institute for Cancer Prevention

Based in New York, the Institute for Cancer Prevention is a non-
profit private research organization devoted to cancer prevention
and control.  The Foundation filed for chapter 11 protection on
Sept. 21, 2004 (Bankr. S.D.N.Y. Case No. 04-16148).
Alan B. Miller, Esq., at Weil, Gotshal & Manges, LLP, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts between $1 million
and $10 million.

After their chapter 11 filing, the Foundation captured headlines
as it was forced to shut the doors of its Manhattan office and
upstate research labs after federal investigators alleged that it
had misspent $5.7 million in federal grants.  Soon after, Hobart
"Hobie" Truesdell, at Walker Truesdell & Associates, was appointed
as the chapter 11 trustee in the troubled case and was charged
with cleaning up the mess and trying to provide a recovery to
creditors in a case where a recovery looked unlikely.  Young
Conaway Stargatt & Taylor, LLP, represents the chapter 11 trustee.


ISTAR FINANCIAL: Consent Solicitation for Notes Ends Today
----------------------------------------------------------
The consent expiration date with respect to a consent solicitation
for iStar Financial Inc.'s consent solicitation for its 7.000%
Senior Notes due 2008, 4.875% Senior Notes due 2009, 6.000% Senior
Notes due 2010, 5.125% Senior Notes due 2011, 6.500% Senior Notes
due 2013 and 5.700% Senior Notes due 2014 will end today,
Jan. 9, 2007, at 5:00 p.m. New York City time, unless terminated
or further extended.

As of 5:00 p.m. New York City time on Jan. 4, 2007, iStar had
received consents from a significant majority in aggregate
principal amount of each of its 7.000% Senior Notes due 2008;
4.875% Senior Notes due 2009; 6.000% Senior Notes due 2010; 5.125%
Senior Notes due 2011; and 6.500% Senior Notes due 2013.

The Company also disclosed that the consent payment per $1,000
principal amount of 5.700% Notes due 2014 will be $7.50 and that
the 2014 Notes will continue to include the covenant entitled
"Offer to Repurchase Upon Change of Control."  All other terms of
the original Consent Solicitation, dated Dec. 20, 2006, remain in
effect and unmodified.  Holders of notes that have validly
provided consents do not need to take any further actions in light
of the extension, or the changes to the solicitation terms of the
2014 Notes.

The Consent Solicitation Statement dated Dec. 20, 2006, contains
all relevant terms and conditions. Holders of Notes who wish to
deliver consents prior to the expiration date of 5:00 p.m. today
may use the original consent form that accompanied the
Dec. 20, 2006 Consent Solicitation Statement.

Only holders of Notes who validly provide consent on or before the
expiration date and do not properly revoke such consent will be
eligible to receive a consent payment.  At any time following the
receipt of the requisite consents from the holders of Notes, and
in accordance with the terms of the Consent Solicitation
Statement, the company may execute and deliver to the trustee
supplemental indentures with respect to the proposed amendments
described in the Consent Solicitation Statement.  Holders may
revoke consents until the earlier of the effective time or the
expiration date.

Citigroup Corporate and Investment Banking is acting as the
solicitation agent for the Consent Solicitation.  Global
Bondholder Services Corporation is acting as the information and
tabulation agent.  Document requests and inquiries should be
directed to:

     Global Bondholder Services Corporation
     Phone: (866) 470-3800

Questions related to the Consent Solicitation should be directed
to:

     Citigroup Corporate and Investment Banking
     Phone: (800) 558-3745.

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/--  
is a publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom-tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.

                           *     *     *

iStar Financial Inc.'s preferred stock carry Moody's Investors
Service's Ba1 rating with a stable outlook.

Fitch Ratings raised the Company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


J.C.'S GRADING: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J.C.'s Grading Service, Inc.
        2520 Spotswood Lane
        Fisherville, KY 40023
        Tel: (502) 968-1892

Bankruptcy Case No.: 06-33595

Type of Business: The Debtor is an excavating
                  and grading contractor.

Chapter 11 Petition Date: December 22, 2006

Court: Western District of Kentucky (Louisville)

Judge: David T. Stosberg

Debtor's Counsel: Stephen J. Tillman, Esq.
                  Rex Dunn, Esq.
                  Sales, Tillman, Wallbaum, Catlett and
                  Satterley, PLLC
                  1900 Waterfront Plaza
                  325 West Main
                  Louisville, KY 40202
                  Tel: (502) 589-5600

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Caterpillar Financial                     $277,545
Services Corp.
P.O. Box 730669
Dallas, TX 75373-0669

Citizens Union Bank                       $129,244
P.O. Box 189, 1854 Midland Trail
Shelbyville, KY 40066

Navistar Financial Corp.                   $72,778
P.O. Box 96070
Chicago, IL 60693

River City Bank                            $33,573
10130 Taylersville Road
Jeffersontown, KY 40299

G.E. Capital Colonial Pacific              $25,703
P.O. Box 642752
Pittsburgh, PA 15264-9752

Chase Card Services                        $21,390

GMAC                                       $18,318

Internal Revenue Service                   $16,000

Bridgefield Casualty Insurance Co.         $10,000

Chella Subramanian                          $5,502

Shelby County                               $5,000

Jefferson County Sheriff                    $4,060

Americon                                    $4,000

Speedway Super America                      $4,000

Albert Oil Co., Inc.                        $3,577

Secura Insurance                            $3,000

Lowes                                       $2,000

Hemingway & Travelstead                     $1,642

Home Depot Credit Services                  $1,128


JAMES URBAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: James R. Urban, Jr.
        23 Saddlebrook Drive
        East Greenwich, RI 02818-2035

Bankruptcy Case No.: 06-11527

Chapter 11 Petition Date: December 27, 2006

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Andrew S. Richardson, Esq.
                  Boyajian Harrington & Richardson
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600

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.


JOHN B. SANFILIPPO: Posts $4.8 Mil. Net Loss in 1st Fiscal Quarter
------------------------------------------------------------------
John B. Sanfilippo & Son Inc. filed its financial statements for
the first fiscal quarter ended Sept. 28, 2006, with the Securities
and Exchange Commission on Dec. 15, 2006.

Johm B. Sanfilippio & Son Inc. reported a net loss of $4.8 million
for the quarter ended Sept. 28, 2006, after accounting for a pre-
tax gain of $3 million from real estate sales of three Chicago
area facilities, in comparison with a net loss for the first
quarter of fiscal 2006 of $1.1 million.

Net sales for the fiscal 2007 first quarter decreased by 3.5% to
approximately $133.8 million from approximately $138.7 million in
the first quarter of fiscal 2006.  Pounds shipped to customers in
the current quarter increased by approximately 4% primarily as a
result of significant increases in pounds of walnuts and cashews
shipped to customers.  Pounds sold increased in all channels
except the consumer channel.

The gross margin for the first quarter of fiscal 2007 decreased to
4.3% of net sales from 9.6% of net sales for the first quarter of
fiscal 2006.  The decline in gross margin primarily was
attributable to a 6.8% decline in the weighted average price per
pound sold while the weighted average cost per pound sold
decreased by 3.1% in the quarterly comparison.  

The weighted average price per pound for almonds sold in the
current quarter declined mainly because the company commenced
shipping against lower priced new crop almond industrial sales
contracts while the company still had high cost old crop almonds
on hand.  Walnut prices declined in part as a result of Fisher
walnut promotional activity that occurred late in the current
quarter at a nominal gross margin.  

Additionally, the final shell out of pecans and one variety of
walnuts near the end of the current quarter led to unfavorable
inventory adjustments in relation to the estimated balances of
these bulk inshell nuts on hand.  These factors coupled with the
decline in net sales led to the decline in gross profit dollars of
approximately $7.6 million.  

Selling and administrative expenses decreased to 8.7% of net sales
for the first quarter of fiscal 2007 from 9.6% in the first
quarter of fiscal 2006.  The decline in operating expenses
occurred because the company recorded a net gain of $3 million
from the sale of its three Chicago area facilities in July.  

Primarily because of the decline in gross profit dollars,
operating income for the current quarter declined by approximately
$5.8 million.  As a result of higher short term borrowing rates,
interest expense in the first quarter of fiscal 2007 increased to
approximately $1.7 million from $1.5 million in the first quarter
of fiscal 2006.

At Sept. 28, 2006, the company's balance sheet showed
$382.2 million in total assets, $206.8 million in total
liabilities, and $175.4 million in total stockholders' equity.

              Noncompliance with Financing Covenants

During the first quarter of fiscal 2007, the company's unfavorable
operating results caused noncompliance with certain restrictive
covenants under its financing facilities.  

Specifically, the company did not achieve the minimum quarterly
earnings before interest, taxes, depreciation and amortization
(EBITDA) requirement under its long-term financing facility, which
is a cross-default under the company's bank credit facility.  

The company received waivers from its lenders on Nov. 13, 2006,
for this event of default.  

The company's announcement on Nov. 22, 2006, that the consolidated
financial statements in its Form 10-K for fiscal 2006 filed on
Sept. 27, 2006, could no longer be relied upon caused a default
pursuant to the company's note agreement and bank credit facility.  

In addition, the company did not file this quarterly report on
Form 10-Q for the quarter ended Sept. 28, 2006, with the
Securities and Exchange Commission by the Nov. 27, 2006, deadline
required in the note agreement, which caused an additional event
of default.  

The company has received waivers from its lenders for these events
of non-compliance.  

As a result of the non-compliance with these restrictive covenants
and the uncertainty relating to the company's ability to comply
with covenants and warranties during future periods, the note
agreement for the first quarter of fiscal 2007 has been classified
as currently due.  

"The current quarter was a difficult quarter as the company
transitioned into a new crop year with high cost old crop almonds
still on hand in a declining price environment," chief executive
officer Jeffrey T. Sanfilippo stated.  

"In November, the company completed the sale of its old crop
almond inventories. The company was also burdened by the impact of
having to increase its final settlement payments to walnut growers
in last year's third quarter after a majority of its walnuts had
been sold at fixed prices.  Consequently, sales of walnuts have
delivered a nominal gross margin for the last three quarters.  As
the company moves into new crop walnut sales contracts, selling
prices should be more in line with walnut acquisition costs, and
walnut gross margins should return to normal levels," Mr.
Sanfilippo explained.

                   About John B. Sanfilippo & Son

John B. Sanfilippo & Son, Inc. (Nasdaq: JBSS) --
http://www.fishernuts.com/-- is a processor, packager, marketer  
and distributor of shelled and in-shell nuts and extruded snacks
that are sold under a variety of private labels and under the
company's Fisher(R), Evon's(R), Snack 'N Serve Nut Bowl(TM),
Sunshine Country(R), Flavor Tree(R) and Texas Pride(TM) brand
names.  The company also markets and distributes a diverse product
line of other food and snack items.


JOHN ESSMAN: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Fredrick Essman
        326 Orchard Hills Drive
        Bryan, OH 43506

Bankruptcy Case No.: 06-33781

Chapter 11 Petition Date: December 26, 2006

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Steven L. Diller, Esq.
                  124 East Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  Fax: (419) 238-4705

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

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Equity Bank                      Equipment Loan        $1,675,000
539 West 1-30
P.O. Box 540
Mount Vernon, TX 75457

National City                    Personal Loan           $350,000
535 South Main
Plymouth, MI 48170

CIT                              CNC Lathe -             $150,000
P.O. Box 27248                   Machinery used          Secured:
Tempe, AZ 85285                  in John Essman Co.      $100,000

National City Private Line       Credit Card              $95,594
P.O. Box 856176                  Purchases
Louisville, KY 40285

American Express -               Credit Card              $51,919
Business Capital                 Purchases
P.O. Box 360002
Fort Lauderdale, FL 33336

Capital One Bank                 Credit Card              $51,806
                                 Purchases

Star Bank                        2003 Ford Excursion      $28,000
                                                         Secured:
                                                          $20,000

Siemans Financial                Machinery                $25,000

Wells Fargo Business Line        Business Line of         $24,962
                                 Credit

Bank of America -                Credit Card              $23,008
Platinum VISA                    Purchases

VW Credit, Inc.                  Repossession of          $14,641
                                 2001 Audi S8

American Express -               Credit Card              $13,563
Platinum Card                    Travel Expenses

Citibusiness Platinum Card       Credit Card              $12,373
                                 Purchases

VISA N/C Bank                    Credit Card              $11,500
                                 Purchases

National City Bank               Personal Loan            $18,288
Montpelier

American Express                 Credit Card               $8,221
                                 Purchases

St. Luke Hospital                Medical Bills               $900


JOHNSFIELD II: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Johnsfield II, LLC
        P.O. Box 249
        Shelby, NC 28151

Bankruptcy Case No.: 06-40745

Chapter 11 Petition Date: December 21, 2006

Court: Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: R. Keith Johnson, Esq.
                  312 West Trade Street
                  Builders Bldg., Suite 600
                  Charlotte, NC 28202
                  Tel: (704) 372-3867

Total Assets: $1,885,708

Total Debts:  $1,164,334

Debtor's 2 Largest Unsecured Creditors:

      Entity                              Claim Amount
      ------                              ------------
   Charles B. Camp, Sr.                       $243,987
   101 Park Circle Dr.
   Shelby, NC 28150

   Craig, Barry & Poston, CPA                     $783
   5 North Lafayette St.
   Shelby, NC 28150


JP MORGAN: Moody's Affirms Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C2:

   Class A-1, $67,099,721, Fixed, affirmed at Aaa
   Class A-2, $100,000,000,  WAC, affirmed at Aaa
   Class A-3, $431,388,000,  WAC, affirmed at Aaa
   Class A-1A, $266,214,442, WAC, affirmed at Aaa
   Class X, Notional, affirmed at Aaa
   Class B, $24,581,000, WAC, affirmed at Aa2
   Class C, $10,350,000, WAC, affirmed at Aa3
   Class D, $24,580,000, WAC, affirmed at A2
   Class E, $9,056,000,  WAC, affirmed at A3
   Class F, $11,644,000, WAC, affirmed at Baa1
   Class G, $7,762,000,  WAC, affirmed at Baa2
   Class H, $11,643,000, WAC, affirmed at Baa3
   Class J, $6,469,000, WAC, affirmed at Ba1
   Class K, $5,175,000, WAC, affirmed at Ba2
   Class L, $2,587,000, WAC, affirmed at Ba3
   Class M, $3,881,000, WAC, affirmed at B1
   Class N, $2,588,000, WAC, affirmed at B2
   Class P, $2,587,000, WAC, affirmed at B3
   Class RP-1, $5,743,132, Fixed, affirmed at A2
   Class RP-2, $4,455,879, Fixed, affirmed at A3
   Class RP-3, $4,703,427, Fixed, affirmed at Baa1
   Class RP-4, $5,099,506, Fixed, affirmed at Baa2
   Class RP-5, $7,723,523, Fixed, affirmed at Baa3

As of the Dec. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.2%
to $1.03 billion from $1.06 billion at securitization.  The
Certificates are collateralized by 129 mortgage loans ranging in
size from less than 1% to 12.5% of the pool, with the top 10 loans
representing 48.6% of the pool.  The pool includes three shadow
rated investment grade loans comprising 24.7% of the pool. Two
loans, representing 2.3% of the pool balance, have defeased and
are collateralized by U.S. Government securities.

Three loans have been liquidated from the pool, resulting in an
aggregate loss of approximately $500,000.  Currently one loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's is not projecting a loss from this loan.  Twenty three
loans, representing 9.6% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 and partial year 2006
operating results for approximately 98.6% and 60%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 88.5%, compared to 91.2% at securitization.  Although
the overall performance has improved since securitization, the
pool has experienced greater LTV dispersion. Based on Moody's
analysis, 17.9% of the pool has a LTV greater than 100%, compared
to 12.5% at securitization.

The largest shadow rated loan is the Somerset Collection Loan at
$125.5 million (12.5%), which is a 50% pari passu interest in a
$251.0 million first mortgage loan.  The loan is secured by the
borrower's interest in a 1.4 million square foot regional mall
located in Troy, Michigan.  The mall is the dominant mall in its
trade area and is anchored by Macy's, Nordstrom, Saks Fifth Avenue
and Neiman Marcus.  The property is 97.7% occupied, essentially
the same as at securitization.  The property is also encumbered by
a B Note which is held outside the trust.  The loan is interest
only for its entire 10-year term.  Moody's current shadow rating
is A2, the same as at securitization.

The second shadow rated loan is the Republic Plaza Loan at
$106.0 million (10.6%), which represents the pooled portion of a
$133.7 million first mortgage loan.  The non-pooled portion is in
the trust and supports non-pooled Classes RP-1, RP-2, RP-3, RP-4
and RP-5. The loan is secured by a 1.3 million square foot Class A
office building located in downtown Denver, Colorado.  The
property is 86.0% occupied, compared to 79.9% at securitization.
The largest tenants include Teacher's Insurance and Annuity
Association of America and Duke Energy Field Services.  The
property is also encumbered by a B Note that is held outside the
trust.  Moody's current shadow rating of the pooled portion of the
loan is A1, the same as at securitization.

The third shadow rated loan is the Amerige Heights Town Center
Loan at $16.5 million, (1.6%), which is secured by a 97,000 square
foot community shopping center located in Fullerton, California.  
The property is 97.9% occupied, compared to 100% at
securitization.  The property is anchored by Albertsons.  The
property is part of a larger retail center that is anchored by
Target, Ross, Linen-n-Things and Old Navy.  Moody's current shadow
rating is Baa3, the same as at securitization.

The top three conduit loans represent 15.5% of the outstanding
pool balance.  The largest conduit loan is the Hometown America
Portfolio VII Loan at $97.7 million, (9.8%), which is secured by
13 manufactured housing communities located in Florida, Michigan,
Massachusetts, New Jersey, Colorado and Illinois.  The portfolio
totals 3,900 pads.  Moody's LTV is 82.5%, compared to 89.3% at
securitization.

The second largest conduit loan is the Robert Duncan Plaza Loan at
$41.1 million (4.1%), which is secured by a 322,600 square foot
Class A office building located in downtown Portland, Oregon.  The
anchor tenant is the GSA, which leases 96.6% of the premises under
several leases expiring in September 2011.  The property is 98.4%
occupied, essentially the same as at securitization.  Moody's LTV
is 78.5%, compared to 85% at securitization.

The third largest conduit loan is the Shoppes at English Village
Loan at $31.6 million (3.1%), which is secured by a 103,000 square
foot lifestyle retail center located approximately 30 miles
northwest of downtown Philadelphia in North Wales, Pennsylvania.  
The center is 98.5% occupied, compared to 96.2% at securitization.  
The largest tenants are Talbots, Iron Hill Brewery & Restaurant
and Bombay Co. KIDs.  Moody's LTV is 92.1%, compared to 96.9% at
securitization.

The pool's collateral is a mix of retail, multifamily, office and
mixed use, industrial and self storage  and U.S. Government
securities.  The collateral properties are located in 33 states.
The highest state concentrations are Michigan, California,
Colorado, Florida, and Texas.  All of the loans are fixed rate.


KEARNY INDUSTRIAL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kearny Industrial Associates, LP
        40 Marshall Street
        Kearny, NJ 07032

Bankruptcy Case No.: 07-10169

Chapter 11 Petition Date: January 4, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Daniel J. Yablonsky, Esq.
                  Yablonsky & Associates LLC
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

      Entity                              Claim Amount
      ------                              ------------
   S&A Realty Corp.                           $609,000
   c/o Fox Rothschild, LLP
   997 Lenox Drive - Bldg. 3
   Lawrenceville, NJ 08648

   Quality Tax Holdings                       $400,000
   c/o Scarinci & Hollenbeck, LLC             Value of
   1100 Valley Brook Ave.                  Collateral:
   Lyndhurst, NJ 07071                      $6,000,000

   Waters, McPherson, McNeill                 $385,000
   300 Lighting Way
   NJ 07096

   New Jersey Department of                         $0
   Environmental Protection

   US EPA                                           $0


KEYSTONE TRUCK: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Keystone Truck Equipment, Inc.
             440 West Butler Avenue
             New Britain, PA 18901

Bankruptcy Case No.: 06-16067

Debtor affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Keystone Truck Equipment Sales             06-16069
      & Service, Inc.

Type of Business: The Debtors sell truck equipment parts and
                  accessories.  See http://www.keystonetruck.com/

Chapter 11 Petition Date: December 22, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Douglas J. Smillie, Esq.
                  Fitzpatrick Lentz and Bubba P.C.
                  P.O. Box 219
                  Center Valley, PA 18034
                  Tel: (610) 797-9000
                  Fax: (610) 797-6663

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Keystone Truck Equipment,  $1 Million to      $100,000 to
Inc.                       $100 Million       $1 Million

Keystone Truck Equipment   $100,000 to        $100,000 to
Sales & Service, Inc.      $1 Million         $1 Million

A. Keystone Truck Equipment, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Freedom International         Trade debt                $327,780
6601 New State Road
Philadelphia, PA 19135

Bayshore Ford Truck Sales     Trade debt                $171,124
P.O. Box 627
New Castle, DE 19720

DMF                           Trade debt                $109,435
665 Pylant Street
Atlanta, GA 30306

Elliott Equipment Company     Trade debt                $101,094
4427 S. 76th Circle
Omaha, NE 68127

Grove U.S., L.L.C.            Trade debt                 $78,855
75 Remittance Drive
Suite 3051
Chicago, IL 60675

Knapheide Manufacturing       Trade debt                 $60,859
Co., Inc.
Dept. 4365
Carol Stream, IL 60122

Eaton Corporation             Trade debt                 $11,483
P.O. Box 905473
Charlotte, NC 28290

TriCounty Electrical Supply   Trade debt                  $5,205
175 Jacksonville Road
Warminster, PA 18974

Tommy Gate Company            Trade debt                  $3,587
P.O. Box 31001
Pasadena, CA 91110

Lanescan, LLC                 Trade debt                  $2,654
207B
Carter Drive
West Chester, PA 19382

Miller Electric Mfg. Co.      Trade debt                  $2,491
75 Remittance Drive
Suite 1462
Chicago, IL 60675

Pioneer Consoliated Corp.     Trade debt                  $2,346
P.O. Box 55393
Boston, MA 02205

Whelen Engineering Co.        Trade debt                  $2,211
Route 145
Chester, CT 06412

Pennsylvania Dept. of                                     $1,936
Revenue
Dept. 280406
Harrisburg, PA 17128

Vanner, Inc.                  Trade debt                  $1,856
4282 Reynolds Drive
Hilliard, OH 43026

Beth Allen Ladder Company     Trade debt                  $1,631
2124 W. Broad Street
Bethlehem, PA 18018

Matweld, Inc.                 Trade debt                  $1,623
P.O. Box 2816
Paducah, KY 42002

Nelson Wire Rope              Trade debt                    $449
3051 Penn Avenue
Hatfield, PA 19440

FedEx Freight East            Trade debt                    $336
P.O. Box 406708
Atlanta, GA 30384


B. Keystone Truck Equipment Sales & Service, Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kane Steel Co.                Trade debt                  $6,220
P.O. Box 52236
Newark, NJ 07101

Muncie Power Products, Inc.   Trade debt                  $5,219
P.O. Box 548
Muncie, IN 47308

Florig Equipment of           Trade debt                  $5,124
Philadelphia
904 Ridge Pike
Conshohocken, PA 19428

Karas Automotive Paints       Trade debt                  $3,873
Inc.
46 Cedar Hill Road
Chalfont, PA 18914

Northshore Mfg., Inc.         Trade debt                  $3,274
P.O. Box 273
Two Harbors, MN 55616

Grainger                      Trade debt                  $3,156
Dept. 823541867
Palatine, IL 60038

Grove U.S., LLC               Trade debt                  $3,156
75 Remittance Drive
Suite 3051
Chicago, IL 60675

Flotran Pneu-Draulics, Inc.   Trade debt                  $2,857
3527 W. 9th Street
Trainor, PA 1906

ARSCO                         Trade debt                  $1,812
223 Roesch Avenue
Oreland, PA 19075

Buyers Products Company       Trade debt                  $1,715
P.O. Box 74237
Cleveland, OH 44194

TruckLite Co., Inc.           Trade debt                  $1,557
Dept. #78279
P.O. Box 78000
Detroit, MI 48778

Safety Kleen Systems, Inc.    Trade debt                  $1,500
P.O. Box 382066
Pittsburgh, PA 15250

Tommy Gate Company            Trade debt                  $1,134
P.O. Box 31001
Pasadena, CA 91110

Transportation Safety         Trade debt                    $942
Technologies
P.O. Box 660158
Indianapolis, IN 46266

Kenco Hydraulics Co.          Trade debt                    $930
63 E. Broad Street
Hatfield, PA 19440

Electro-Fast Distribution     Trade debt                    $812
Inc.
P.O. Box 758
Camp Hill, PA 17001

McNichols Co.                 Trade debt                    $776
Box 101211
Atlanta, GA 30392

Ultron Life Corp.             Trade debt                    $708
P.O. Box 201496
Houston, TX 77216

Knapheide Manufacturing Co.   Trade debt                    $699
Dept. 4365
Carol Stream, IL 60122

Scully Welding Supply Corp.   Trade debt                    $655
P.O. Box 1333
Collingdale, PA 19023


KIMBERLY BODNAR: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kimberly Bodnar
        30130 Mulholland Highway
        Cornell, CA 91301

Bankruptcy Case No.: 06-12486

Chapter 11 Petition Date: December 20, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Kenneth B. Rodman, Esq.
                  Law Office of Kenneth B. Rodman
                  223 East Thousand Oaks Boulevard, Suite 405
                  Thousand Oaks, CA 91360
                  Tel: (805) 371-0555
                  Fax: (805) 371-0558

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  Less than $50,000

Debtor's 18 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Citibank                                              $28,547
   P.O. Box 6241
   Sioux Falls, SD

   Portfolio Recoveries                                  $21,403
   120 Corporate Boulevard, Suite 1
   Norfolk, VA 23502

   GMAC                                                  $10,428
   P.O. Box 12699
   Glendale, AZ 85318

   Porsche Financial Srvc.                               $10,213
   4343 Commerce Court, Suite 214
   Lisle, IL 60532

   Wfs Financial                                          $5,215

   Bank of America                                        $2,974

   Chase                                                  $2,567

   Tnb - Target                                           $1,653

   Blmdsnb                                                  $856

   West Asset Management                                    $578

   Prosche Financial Service                                $474

   Mcydsnb                                                  $452

   Grant and Weber                                          $168

   Allied Interstate Inc.                                   $151

   C B Santa Monica Bay D                                   $124

   California Service Bur                                   $104

   Metro Rep Comm Service Inc.                               $84

   Metro Republic                                            $62


KINDER MORGAN: S&P Lowers Corporate Credit Rating to BB-
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Kinder Morgan Inc. to 'BB-' from 'BBB'.

At the same time, Standard & Poor's withdrew its 'A-2' short-term
corporate credit and commercial paper ratings on the company.  The
ratings on KMI were removed from CreditWatch with negative
implications.

Standard & Poor's also lowered its long-term corporate credit
rating on master limited partnership Kinder Morgan Energy Partners
L.P. to 'BBB' from 'BBB+' and removed the rating from CreditWatch
with negative implications.  At the same time, Standard & Poor's
affirmed its 'A-2' short-term and commercial paper ratings on KMP.

The ratings on the companies were originally placed on CreditWatch
on May 30, 2006, after the report of an offer by a group of Kinder
Morgan management and private investors to purchase the
outstanding shares of KMI.

The outlook on all entities is stable.  

KMI and KMP, both based in Houston, Texas, have about
$7.6 billion and $5.6 billion of debt, respectively.

"The significant increase in debt that KMI will issue at closing
to fund the buyout will drop the credit profile well into the
speculative grade area," said Standard & Poor's credit analyst
Todd Shipman.

"The MLP is also affected by the transaction due its close ties
with KMI, but management will be taking steps to insulate the
partnership and preserve its investment-grade rating and the 'A-2'
commercial paper rating," said Mr. Shipman.

KMI has received the necessary shareholder approval to complete
the transaction, but several regulatory approvals are pending. The
buyout is expected to close in the first quarter of 2007.


K-TEL INTERNATIONAL: Grant Thornton Raises Going Concern Doubt
--------------------------------------------------------------
Grant Thornton LLP expressed substantial doubt about K-tel
International Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
June 30, 2006.  

The auditing firm pointed to K-tel's significant recurring losses
from operations and net working capital deficit at June 30, 2006.
During the years ended June 30, 2006, 2005 and 2004, the company
incurred net losses from continuing operations of $1,200,000,
$608,000 and $382,000, respectively.  Additionally, the Company
had a working capital deficit of $12,373,000 at June 30, 2006.

Net sales for the year ended June 30, 2006, were $4,804,000, a
decrease of 20.5% from fiscal 2005 sales of $6,041,000.  This
sales decrease was attributed to reduced domestic music revenue.
The net loss for fiscal 2006 was $1,211,000, compared to a net
loss of $457,000 in fiscal 2005.  Also, in fiscal 2005, the
company recorded and received $350,000 from the settlement of a
lawsuit that involved the discontinued subsidiary, K-tel Consumer
Products, Inc.

At June 30, 2006, the company's balance sheet showed $3,272,000 in
total assets and $15,254,000 in total liabilities, resulting in a
$11,982,000 shareholders' deficit.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?182b

                           About K-tel

Based in Plymouth, Minnesota, K-tel International, Inc., --
http://www.ktel.com/-- licenses its music catalog internationally  
and markets entertainment products mainly derived from its catalog
through retail and direct response marketing channels in the
United States and Europe.  The Company has a focused method of
distribution that targets the strengths of selected individual
retailers and supplies products suited to each retailer's needs.


LAIDLAW INT'L: Earns $40.1 million in Fiscal Quarter Ended Nov. 30
------------------------------------------------------------------
Laidlaw International Inc. reported $40.1 million of net income on
$858.1 million of revenue for the quarter ended Nov. 30, 2006,
compared with a $58.3 million of net income on $846.8 million of
revenue for the same period in 2005.

"We enjoyed a solid first quarter," Laidlaw International
president and chief executive officer Kevin E. Benson said.

"Education Services showed strong revenue growth while its reduced
earnings reflected the investments we are making to improve
operating efficiencies and provide for future margin expansion.
Greyhound continued with its strong performance, but its results
were overshadowed by last year's exceptional first quarter."

An 8% growth in revenue at Education Services, fueled by new
business and price increases, more than offset the impact of a
$25 million reduction of revenue at Greyhound.  The decline in
revenue at Greyhound was due in part to unusually strong
hurricane- related demand in the first quarter of last year, and
fewer passengers this year as a result of price increases and
network changes instituted to improve operating efficiencies and
profitability.

EBITDA of $142 million was down 9% from the prior year and EBITDA
margin decreased to 16.5%.  At Education Services, increases in
spending associated with the development of systems designed to
lower future operating costs, startup costs attributable to driver
shortages in select markets and the large number of new contracts
initiated during the quarter, and higher fuel costs reduced EBITDA
margins and EBITDA as compared to prior year.  Greyhound's EBITDA
was down $9 million as a result of lower revenue due to softer
travel volume and the realization in the first quarter of fiscal
2006 of a one-time gain of $5 million from a business interruption
insurance claim associated with the Sept. 11, 2001, terrorist
attacks.  Public Transit's EBITDA and EBITDA margin declined
slightly as new contract revenue nearly offset the impact of the
loss of a major contract.

As of Nov. 30, 2006, Laidlaw had cash and cash equivalents of
$96 million and debt outstanding of $812 million.  Net capital
expenditures for the first quarter of fiscal 2007 were
$110 million, as compared to $55 million in the prior year, and
reflected the early delivery of vehicles at the Education Services
segment.  

During the quarter, Laidlaw completed its $500 million share
repurchase plan with the purchase of 2.5 million shares for
approximately $69 million.  

                    About Laidlaw International

Headquartered in Arlington, Texas, Laidlaw International, Inc.
(NYSE:LI) -- http://www.laidlaw.com/-- is the largest school bus  
operator in the United States and Canada, providing student
transportation services to more than a thousand school districts,
operating a fleet of approximately 41,000 buses.  The company
transports approximately two million students each school day to
and from school.  Laidlaw filed for chapter 11 protection on June
28, 2001 (Bankr. W.D.N.Y. Case No. 01-14099).  Garry M. Graber,
Esq., at Hodgson Russ LLP, represented the Debtors.  Laidlaw
International emerged from bankruptcy on June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2006,
Moody's Investors Service affirmed Laidlaw International Inc.'s
corporate family rating at Ba2 following the company's
announcement of a $500 million debt-financed share repurchase
program.  Moody's also assigned a Ba2 rating to the company's new
senior secured term loan.  The rating outlook is stable.


LENOX GROUP: Marc Pfefferle is Interim Chief Executive Officer
--------------------------------------------------------------
Lenox Group Inc. disclosed that Susan E. Engel has stepped down as
chairwoman and chief executive officer effective immediately.  
Marc L. Pfefferle, a partner at Carl Marks Advisory Group LLC,
will replace Ms. Engel as interim chief executive officer.

Stewart Kasen, Lead Director of the Board of Lenox Group, will
serve as Board Chairman.

Mr. Pfefferle has 25 years of management consulting, interim
executive and restructuring officer experience.  He previously
served as Chief Restructuring Officer of Oneida Ltd.  He holds
a BS in Engineering and an MBA from Lehigh University and is a
Certified Turnaround Professional and a Certified Fellow in
Production and Inventory Management.

The company also retained a team of professionals from Carl Marks
Advisory Group LLC to assist Mr. Pfefferle in addressing business
improvements and help implement necessary operational changes.

"This year, we took significant steps to strengthen our businesses
and further increase awareness of our brands" Ms. Engel commented.  

"The Company will continue to implement operational changes during
2007.  However, based upon preliminary results for December, it
has become clear that the company's results for 2006 will not meet
our earlier expectations.  The fourth quarter was significantly
impacted at Department 56 by delayed shipping from our overseas
vendors, which resulted in order cancellations and higher than
normal inventory levels.  

"Our retail network, and the Lenox outlet stores in particular,
experienced considerably slower than expected sales and margins as
we shifted their focus to liquidating excess inventory, much of
which came as part of the Lenox acquisition.

"The Board and I decided that this is an appropriate time for the
Company to bring in an individual with substantial operational
expertise and skills that will complement the strengths of the
existing management team," she said.

"During her 12 years with the Company, Susan has worked tirelessly
to invigorate and strengthen our brands while building the company
and guiding the development of creative and innovative products to
meet our customers' needs.  We appreciate her leadership in
starting the company's transformation through the acquisition of
the Lenox brands.  Her decision to step aside to bring in the
experience necessary to realize the acquisition's full potential
demonstrates her professionalism and her concern for all of our
stakeholders," Mr. Kasen said.

"I am pleased to be joining the senior leadership team at Lenox
Group and working with the Company's talented people to maximize
the sales and profit potential of its outstanding brands.  Among
our objectives will be a continued focus on the company's efforts
to improve inventory management and increase the efficiency of the
company's supply chain in addition to simplifying the business to
enhance overall operational effectiveness," Mr. Pfefferle said.

On Dec. 28, 2006, the Company closed the sale of the Hagerstown,
MD facility for approximately $26.3 million, which was used to pay
down outstanding debt under the company's term loan credit
agreement.  Together with the proceeds from the company's Pomona,
New Jersey, facility sale earlier this fall, it reduced its term
debt by $32.9 million, to $48.8 million as of Dec. 30, 2006.

The company has commenced discussions with its lenders in
connection with obtaining appropriate waivers in order to be in
compliance with its loan agreements.  The company believes that,
as of Dec. 30, 2006, it was not in compliance with two financial
covenants under its loan agreements that, without obtaining
appropriate waivers, would give the lenders the right to
accelerate the outstanding amounts owed thereunder.  Total
principal amounts outstanding under its loan agreements were
approximately $96.3 million at Dec. 30, 2006.

The company also announced that it has retained Berenson & Company
LLC to advise the Board on certain financial matters, including
obtaining any waivers and the strengthening of the Company's
balance sheet.

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX) was
formed on Sept. 1, 2005, when Department 56, Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox, Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal and giftware products.  
The Company sells its products through wholesale customers who
operate gift, specialty and department store locations in the
United States and Canada, company-operated retail stores, and
direct-to-the-consumer through catalogs, direct mail, and the
Internet.


LENOX GROUP: Poor Performance Cues Moody's Ratings Downgrade
------------------------------------------------------------
Moody's Investors Service has lowered the debt ratings of Lenox
Group Inc.  The rating outlook remains negative.

The downgrade reflects the company's severely strained financial
condition and liquidity that has resulted from lower-than-expected
earnings and cash flows in 2006, which, in Moody's opinion, has
increased the risk of a restructuring, including the potential for
a distressed exchange, in the near to intermediate term.  

Lenox Group has stated that it likely violated two financial
covenants under its bank agreements as of Dec. 30, 2006.  The
company reported that it has appointed a partner at Carl Marks
Advisory Group LLC as interim CEO, and that it has retained
Berenson & Company, LLC to advise the Board on certain financial
matters, including waiver discussions with its banks.

The weaker-than-expected results in the all-important fourth
quarter stem from delayed shipments from Department 56's overseas
vendors which resulted in order cancellations and higher than
normal inventory levels.

In addition, Lenox's retail network, particularly Lenox outlet
stores, experienced considerably slower-than-expected sales and
margins as it shifted focus to liquidating excess inventory.  

The company had $96.3 million of bank debt outstanding as of
Dec. 30, 2006, down from $212 million at the end of
Sept. 30, 2006.  Debt reduction stemmed mainly from $32.9 million
of asset sales that reduced term debt to $48.8 million, and
seasonal working capital inflows that reduced outstandings under
the borrowing-based revolving credit facility to about
$47.5 million.  Nonetheless, external financing remains tight
given the likely breach of covenants and the company's expected
peak working capital needs later in 2007.

Lenox Group's Caa2 corporate family rating is driven by its poor
operating performance, cash flows and extremely weak liquidity
position, as reflected in the Speculative Grade Liquidity Rating
of SGL-4.

Lenox Group's ratings will face additional downward pressure if
there is further significant erosion in the company's financial
condition, decreased protection for debt holders due to rising
default probability or likely recovery rates, or any deterioration
in its vendor relationships.  Positive rating action is not likely
at this time.

These ratings were downgraded:

   * Lenox Group, Inc.

      -- Corporate Family Rating to Caa2 from B2;

      -- Probability of default rating to Caa2 from B2;

      -- $175 million revolving credit facility to B3, LGD 2, 29%
         from B1, LGD3, 32%; and,

      -- $100 million term loan to Caa2, LGD 4, 57% from B2,
         LGD3, 46%.

The SGL-4 Speculative Grade Liquidity Rating was affirmed

The rating outlook remains negative

Based in Eden Prarie, Minnesota, Lenox Group Inc. was formed in
September 2005 after Department 56, Inc., a leading designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox, Inc., a leading designer, manufacturer and
marketer of fine china, dinnerware, silverware, crystal and
giftware products.  The combined company has proforma revenue
exceeding $500 million.


LENOX GROUP: Weak Performance Cues S&P's Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services reported that its 'B+'
corporate credit rating and other ratings for Prairie,
Minnesota-based collectibles company Lenox Group Inc. remain on
CreditWatch with negative implications, where they initially were
placed on Nov. 3, 2006, reflecting the company's reported weak
third-quarter operating performance and Standard & Poor's
expectations that Lenox will be challenged to meet prior
expectations.

"The CreditWatch update follows the company's announcement today
that Susan E. Engel, chairwoman and chief executive officer, will
step down from her role," said Standard & Poor's credit analyst
Bea Chiem.

Lenox also reported that the company's fiscal 2006 results will be
weaker than anticipated, and that it is seeking a waiver to be in
compliance with financial covenants.

In order to resolve the CreditWatch listing, Standard & Poor's  
will meet with management to assess recovery prospects for the
company's operating performance and ability to improve credit
measures, as well as the company's progress in securing a waiver
from its lenders.

The ratings on Eden Lenox Group Inc. reflect its narrow business
focus, declining channel sales, and leveraged financial profile.


MANARIS CORP: Unit Inks Technology License Agreement with iMetrik
-----------------------------------------------------------------
Manaris Corporation's wholly owned subsidiary, C-Chip Technologies
Corporation (North America), has entered into a technology license
agreement with its technology partner, iMetrik Solutions Inc.

Last spring, C-Chip, in partnership with iMetrik, launched the
Credit-Chip 200G, a GSM-based product developed by iMetrik, with a
complete web-based "locate and disable" platform, for the North
American used car market.  The relationship with iMetrik has been
a key factor in the development of the Credit-Chip product and has
allowed C-Chip to provide its customers with a reliable solution.
To date, C-Chip has shipped in excess of 10,000 units of the
Credit-Chip 200G.

Building upon the relationship, C-Chip has entered into an
agreement with iMetrik whereby iMetrik will have the exclusive
right to manufacture and sell products based on the GSM-based
"locate and disable" technology platform for the "Buy Here Pay
Here" market worldwide.  In exchange, C-Chip will receive
royalties for each product sold by iMetrik.   

"We are very excited with our new arrangement with iMetrik.  The
purpose of consolidating our efforts via a unified sales channel
is to develop economies of scale as well as a more focused sales
strategy," said John Fraser, President and CEO of Manaris.  "We
strongly believe that this will benefit both companies."  

                           About iMetrik

iMetrik Solutions Inc. provides wireless solutions to the Machine-
to-Machine marketplace.  iMetrik's solutions improve the
management of mobile and remote enterprise assets.  The company
offers its clients a complete wireless service delivery chain as a
mobile virtual network aggregator to allow them to efficiently
deploy M2M solutions.

                           About Manaris

Manaris Corporation -- http://www.manariscorp.com/-- through its   
two wholly owned subsidiaries, offers risk mitigation solutions.
C-Chip Technologies (North America) specializes in the high-tech
sector of the security industry, offering technology that allows
business users to access, control, manage and monitor remote
assets at low cost.  Avensys, Inc., enables businesses to monitor
different types of environments, including air, soil and water,
as well as buildings and materials.  Avensys also produces fiber
optic components and sensors.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2006,
PricewaterhouseCoopers LLP expressed substantial doubt about
Manaris Corp.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended June 30, 2006.  

PwC pointed to the Company's recurring losses from operations,
reliance on non-operational sources of financing to fund
operations, and negative working capital at June 30, 2006.  The
auditing firm also cited the Company's failure to comply with
certain covenants and the fund restrictions imposed by a supplier
under a loan arrangement.  


MANUFACTURERS & TRADERS: Fitch Holds BB Rating on Class B-4 Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings on Manufacturers and
Traders Trust Company Mortgage Corp.'s residential mortgage-backed
certificates:

Series 2002-1:

   -- Class A at 'AAA';
   -- Class B-1 at 'AAA';
   -- Class B-2 at 'AAA';
   -- Class B-3 at 'AA'; and,
   -- Class B-4 at 'BBB'.

Series 2003-1:

   -- Class A at 'AAA';
   -- Class B-1 at 'AA';
   -- Class B-2 at 'A';
   -- Class B-3 at 'BBB'; and,
   -- Class B-4 at 'BB'.

The affirmations, affecting approximately $729 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, series 2002-1
and 2003-1 have experienced a growth in CE of at least 2.3x and
1.5x the original CE, respectively.  Both of the transactions have
only suffered minimal losses to date.

The collateral of the above transactions consists primarily of 15-
year to 30-year fixed-rate and adjustable-rate mortgage loans
extended to Prime borrowers and secured by first liens on one to
four-family residential properties.  The loans were originated or
acquired by M&T Bank and are serviced by M&T Mortgage Corp., which
is rated 'RPS2' by Fitch.

As of the December 2006 distribution date, the pool factor for
series 2002-1 is 18% and for series 2003-1 is 64%.  In addition,
series 2002-1 is seasoned 49 months and series 2003-1 is seasoned
37 months.


MARION TOWN: Mayor Says Town Can't Pay $350K Sewage Treatment Fee
-----------------------------------------------------------------
Marion Mayor Elvis Hudson said the town could be forced into
bankruptcy in the event a judge requires it to pay more than
$350,000 of sewage treatment fees to Meridian City, The Meridian
Star reports.

Mr. Hudson's statement follows a December 1 meeting with a
presiding judge -- attended by the attorneys for Marion and
Meridian City -- for a ruling on an unpaid sewerage bill.  

"Meridian was denied contempt of court, court fees and attorney
fees," Mr. Hudson told the source.  "However, the city was granted
$351,000 in sewage treatment costs from July 2003 to December
2006."

Marion's obligation to Meridian relates to the 1986 shut down of
Marion's sewage treatment plant due to lack of maintenance and
repair.  The city of Meridian agreed to treat Marion's sewage at
that time which gave way to a number of disputes over appropriate
charging rate for the services.  

Marion is a small town located in southeastern Massachusetts.


MCCLINTOCK DIARY: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: McClintock Dairy LLC
             1300 Pigs Ear Road
             Grantsville, MD 21536

Bankruptcy Case No.: 07-10077

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      McClintock Family Partnership         07-10079

Chapter 11 Petition Date: January 3, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: William L. Needler, Esq.
                  555 Skokie Boulevard, Suite 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330

                        -- and --

                  Donald Goldbloom, Esq.
                  12590 National Pike
                  Grantsville, MD 21536
                  Tel: (301) 895-5240

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
      McClintock           $1 Million to      $1 Million to
      Dairy LLC            $100 Million       $100 Million

      McClintock Family    $1 Million to      $1 Million to
      Partnership          $100 Million       $100 Million

A. McClintock Dairy LLC's 13 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Larry Reams                                 $97,623
223 Turkeyfoot Trail Road
Markleton, PA 15551

Graham Dairy Supply Inc.                    $60,237
R D Suite 3
P.O. Box 382, Route 66
Greensburg, PA 15601

Renaissance Nutrition                       $44,967
P.O. Box 229
Roaring Spring, PA 16673

Hemley Custom Harvesting                    $32,195
432 Ream Road
New Paris, PA 15554

Casselman Vet Services                      $22,171
P.O. Box 60
Grantsville, MD 21536

John Deere Credit                            $9,324

Card Member Service                          $7,957

Yachere Mobile Feed Service                  $5,574

Agi Service Agency                           $3,066

Grantsville Truck & Trailer                  $2,699

Peters Fuel                                  $1,869

Wagner IBA Dairy Supplies                    $1,700

M M Weaver & Sons Inc.                       $1,265

B. The McClintock Family Partnership does not have any creditors
   who are not insiders.


MEDICALCV INC: Posts $3.1 Mil. Net Loss in Quarter Ended Oct. 31
----------------------------------------------------------------
MedicalCV Inc. reported a $3.1 million net loss for the second
fiscal quarter ended Oct. 31, 2006, compared with a $712,474 net
loss for the same period in 2005.

The company had zero revenue in both periods as the company
discontinued production of its mechanical heart valve products in
November 2004 and the marketing of said product in April 2005.

The increase in net loss in the current quarter is attributable to
increases in sales and marketing expenses and in research and
development expenses, partly offset by the decrease in general and
administrative expenses.  In addition, the company recorded in the
fiscal 2005 quarter an $822,164 income in connection with the
reduction in the fair value of warrants issued in connection with
1,803 shares of 5% series A redeemable convertible preferred stock
issued on April 1, 2005.

Sales and marketing expenses increased $377,575 primarily due to
expanded sales and marketing efforts in preparation for the launch
of the company's minimally invasive system.  

General and administrative expenses decreased $181,656 primarily
due to a $272,034 reversal of an accrual of consulting expenses
related to a proposed public offering of common stock that the
company subsequently decided not to pursue.  This credit was
partially offset by expenses of $205,237 in employee stock-based
compensation and $40,990 in director stock-based compensation.

At Oct. 31, 2006, the company's balance sheet showed $7.6 million
in total assets, $3.8 million in total liabilities, and
$3.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?182f

                        Going Concern Doubt

Lurie Besikof Lapidus & Company, LLP, expressed substantial doubt
about MedicalCV Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ending April 30, 2006.  The auditor pointed to the company's
operating losses and negative cash flows from operations and its
need for additional funds to finance its working capital and
capital expenditure needs.

                        About MedicalCV Inc.

Headquartered in Inver Grove Heights, Minnesota, MedicalCV Inc.
-- http://www.medicalcvinc.com/-- is a cardiothoracic surgery  
device manufacturer.  Previously, its primary focus was on heart
valve disease.  It developed and marketed mechanical heart valves
known as the Omnicarbon 3000 and 4000.  In November 2004, after an
exhaustive evaluation of the business, MedicalCV decided to
explore options for exiting the mechanical valve business.  The
company intends to direct its resources to the development and
introduction of products targeting treatment of atrial
fibrillation.


MESABA AVIATION: Shareholder Opposes Northwest's Purchase Proposal
------------------------------------------------------------------
Riley Investment Management LLC has opposed Northwest Airlines
Corp.'s proposal to acquire Mesaba Airlines Inc.

As a large shareholder of MAIR Holdings, Inc., the owner of Mesaba
Airlines, Riley Investment Management LLC believes that Northwest
Airlines' proposed offer to acquire Mesaba Airlines in exchange
for the allowance of Mesaba $145 million claim against Northwest
is grossly inadequate considering the total value of the Mesaba
estate to be in excess of $300 million.  The company will pursue
all avenues to ensure that such a transaction is not consummated.

The company's contemplated actions may include any or all of
these: filing objections to the creditors' current motion
requesting the termination of exclusivity period for filing a plan
of reorganization, pursuing litigation against various parties to
the transaction, offering our own competing plan of reorganization
if exclusivity is terminated, or entering into discussion with
MAIR Holdings or other regional carriers.

Additionally, Riley would like to note that contrary to what has
been stated in the press, Mesaba Airlines has not agreed to any
terms of the Northwest agreement.  Riley believes this would
require board approval at Mesaba as well as board approval at
MAIR, neither of which has occurred.

Riley believes that Northwest Airlines has destroyed value for
MAIR shareholders, Mesaba and Mesaba's employees, enabling
Northwest to buy Mesaba below fair market value and avoid fairly
paying Mesaba's valid claims in the Northwest bankruptcy.  Its
unions and the press have unfairly criticized MAIR and Mesaba
management for actions Riley believes were forced by Northwest.  
Northwest's bankruptcy filing and request for new RFPs for
additional flying forced Mesaba to subject its employees to new
labor contracts so that Mesaba could make attractive proposals to
Northwest to continue to fly aircraft.  Northwest is now
attempting to purchase Mesaba and use this low cost structure as a
vehicle to continue and buildup Northwest's regional business with
all future value only going to Northwest Airlines.

Riley has provided a timeline of events related to the Mesaba
bankruptcy and Northwest Airlines.

   * Prior to Mesaba bankruptcy filing: Mesaba operates a fleet of
     63 SAAB-340 and 35 Avro-Regional Jet aircraft for NWA.  
     Trailing twelve-month revenue at Mesaba through 9/30/2005 was
     $416MM.

   * Aug. 29, 2005:  Northwest signs a new ASA with Mesaba in
     which MAIR is required to invest $31.7 million into Mesaba.  
     Under the terms, Mesaba would operate 35 AVRO and up to 15
     CRJ-200/440 aircraft along with all of the existing 63 SAAB
     aircraft under a 10-year contract.

   * Sept. 9, 2005: Bryan Ebensteiner, NWA Director of Airlink
     Planning, sends an email to MAIR inquiring whether MAIR had
     made the required $31.7 payment to Mesaba; Mesaba advises NWA
     that it had made the payment.

   * Sept. 12, 2005: After it is ensured that liquidity had been
     provided to Mesaba from MAIR, Northwest fails to make its
     regular semi-monthly payment to Mesaba of $18.5 million for
     the second half of August.

   * Sept. 14, 2005:  Northwest files for bankruptcy.  Riley finds
     it hard to imagine that Northwest management did not know
     that it was contemplating filing for bankruptcy two weeks
     prior when it signed a new ASA with Mesaba.  Shares of MAIR
     drop from $9.50/share to $4.50/share costing MAIR
     shareholders $100 million in value.  A few days after
     Northwest files for bankruptcy, Doug Steenland, CEO of
     Northwest, resigned from the board of directors of MAIR.

   * Sept. 26, 2005: Northwest failed to make the full semi-annual
     payment to Mesaba for the first half of September, reducing
     the payment to $1.9 million.  Total missed payments are
     approximately $36.4 million.

   * Aug. 16, 2006: Mesaba files a $250 million claim against
     Northwest Airlines, which does not include the value of its
     current SAAB business which we value at an additional
     +$100 million.

   * Nov. 27, 2006:  After Northwest's bankruptcy filing, Mesaba
     was forced to seek labor concession with its unions in order
     to continue operations and ensure continued and future
     business with Northwest.

     Labor currently has a $22.7 million claim against Mesaba for
     contract concession.

   * Dec. 20, 2006:  Northwest offers Mesaba a $145 million claim
     in total to purchase the entire company.  In all Riley values
     the offer at 63% of the value of Mesaba prior to filing for
     bankruptcy, which ignores incremental value which would have
     accrued to Mesaba since under the new ASA, where it had
     rights to operate the next 35 CRJ aircraft in Northwest's
     regional fleet.

   * Dec. 22, 2006: Northwest settles with Pinnacle Airlines for a
     $377.5 million claim and awards Pinnacle a new ASA that
     allows it to continue flying for Northwest as a standalone
     public entity.  Terms of the new ASA allow Pinnacle to
     continue to operate all of its existing 124 CRJ-200/440
     aircraft plus up to an additional 17 CRJ-200/440 aircraft for
     10 years.  15 of these CRJ's were originally promised to
     Mesaba when they signed their ASA.  In all, Riley estimates
     the value Pinnacle's award to be worth $530 million, which is
     approximately 135% of the estimated value of its prior
     contract.

In light of the items mentioned, Riley believes that not only is
Northwest Airlines not offering fair value for Mesaba, it also
pursued a strategy of destroying value in order to purchase
Mesaba's at a huge discount to its fair value.  At best, Northwest
and its executives ignored clear conflict of interest issues
(Northwest owns 28% of MAIR and a director of Northwest also sat
on MAIR's board) and at worst, fraud occurred.  Under the proposed
transaction, Northwest stands to reap the entire economic benefit
of Mesaba's labor concessions with cheaper flying costs for
Northwest going forward, but only after Mesaba and therefore MAIR
shareholders pay for the $22.7 million claim owed to Mesaba's
labor unions.

To be clear, Riley is not opposed to Northwest acquiring Mesaba,
as it believes all parties including employees, creditors,
customers and shareholders can be made whole under appropriate
terms.  But Riley is strongly opposed to the offer of
$145 million.  In light of this, we will continue to pursue
any and all strategies that will maximize value for shareholders
of MAIR.

                     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.


MICHELEX CORP: Wins More Time to Complete Ag-Pro Purchase
---------------------------------------------------------
Michelex Corp. signed an extension to the Letter of Intent to
acquire Ag-Pro Ltd. allowing it the extra time needed to raise
additional capital to complete the transaction.

The company disclosed that if the transaction is completed, it
will put the company in the emerging bio-diesel market in the U.S.

The company also disclosed that all its obligations with Wells
Fargo Business Credit have been satisfied after a final payment in
the sum of $256,874.80 that was made on Dec. 15, 2006.  As a
result of the transaction, the company received an aggregate
amount of $728,000 in debt reduction.

Thomas Gramuglia, chief executive officer and president, stated:
"We hope that this ending of the WFBC chapter in the company's
history will bring good fortunes for us in 2007."

With its plastic manufacturing offices in Utah and audio record
production group located in New York, Michelex Corp.
(Pink Sheets:MLXO) provides precision products manufactured with
state-of-the-art equipment.  Michelex Division manufactures,
imports and distributes Optical Media Packaging products.  It also
produces, imports, and distributes a complete line of plastic
injection molded multimedia packaging products.  Michele Audio
Division replicates services for the spoken words industry.  It
also owns a large catalogue of music, which the company intends to
market.

As reported in the Troubled Company Reporter on Dec. 7, 2006, the
company's balance sheet, at Sept. 30, 2006, showed $4.6 million in
total assets and $9.3 million in total liabilities, resulting in a
$4.7 million total stockholders' deficit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Seligson & Giannattasio LLP expressed substantial doubt about
Michelex 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
significant recurring losses and dependence on its ability to meet
its future needs and the success of its future operations on the
realization of a major portion of its assets.


MIDLAND OIL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Midland Oil Co., Inc.
             33330 West 8 Mile Road
             Farmington, MI 48336

Bankruptcy Case No.: 06-59456

Debtor-affiliates filing separate chapter 11 petitions on
December 29, 2006:

      Entity                                Case No.
      ------                                --------
      17785 Grand River, LLC                06-59485
      F & H Oil Co.                         06-59474
      F & J Oil Corporation                 06-59468

Debtor-affiliate filing separate chapter 11 petition on
December 27, 2006:

      Entity                                Case No.
      ------                                --------
      Property Property, LLC                06-59287

Chapter 11 Petition Date: December 29, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Richard F. Fellrath, Esq.
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065

                                Total Assets   Total Debts
                                ------------   -----------
      Midland Oil Co., Inc.         $177,472    $3,859,000

      17785 Grand River, LLC      $1,025,000    $3,745,397

      F & H Oil Co.                 $118,510    $4,053,000

      F & J Oil Corporation         $331,462    $3,989,000

      Property Property, LLC      $1,200,000    $4,482,000

A. Midland Oil Co., Inc.'s Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
La Salle Bank, Midwest N.A.      Bank Loan             $3,000,000
fka Standard Federal Bank, N.A.                          Secured:
2600 West Big Beaver Road                                 $58,919
Troy, MI 48084                                         Unsecured:
                                                       $2,941,081

Julia Beydoun                    Bank Loan               $700,000
26040 Timber Trail                                       Secured:
Dearborn Heights, MI 48127                                $76,392
                                                       Unsecured:
                                                         $700,000

Safiediene Oil Co.               Trade Debt               $81,000
30401 Utica Road
Roseville, MI 48066

Internal Revenue Service                                  $35,000
Kansas City, MO 64999-0030

Martin & Snyder                  Trade Debt               $31,000
8880 Hubbell Avenue
Detroit, MI 48228

State of Michigan                Tax                      $12,000
430 West Allegan
Lansing, MI 48922

B. 17785 Grand River, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
La Salle Bank, Midwest N.A.      Bank Loan             $3,000,000
fka Standard Federal Bank, N.A.                          Secured:
2600 West Big Beaver Road                              $1,025,000
Troy, MI 48084                                         Unsecured:
                                                       $1,975,000

Julia Beydoun                    Debt to former          $700,000
26040 Timber Trail               spouse                  Secured:
Dearborn Heights, MI 48127                             $1,025,000
                                                       Unsecured:
                                                         $700,000

O.W. Larson Co.                  Bank Loan                $24,000
10100 Dixie Highway
Clarkston, MI 48346

City of Detroit                  Tax                      $11,397
c/o LDC Collection System                                Secured:
P.O. Box 310277                                        $1,025,000
Detroit, MI 48231-0277                                 Unsecured:
                                                          $11,397

PM Environmental                 Bank Loan                $10,000
2655 South Chrysler Drive
Hazel Park, MI 48030

C. F & H Oil Co.'s Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
La Salle Bank, Midwest N.A.                            $3,000,000
fka Standard Federal Bank, N.A.                          Secured:
2600 West Big Beaver Road                                 $91,464
Troy, MI 48084                                         Unsecured:
                                                       $2,908,536

Julia Beydoun                                            $700,000
26040 Timber Trail                                       Secured:
Dearborn Heights, MI 48127                                $95,510
                                                       Unsecured:
                                                         $700,000

State of Michigan                                        $165,000
430 West Allegan
Lansing, MI 48922

Armada Oil & Gas                                          $80,000
13530 Michigan Avenue, Suite 400
Dearborn, MI 48126

O.W. Larson Co.                  Construction             $48,000
10100 Dixie Highway
Clarkston, MI 48346

Internal Revenue Service                                  $40,000
P.O. Box 970011
St. Louis, MO 63197-0011

Martin & Snyder                                           $20,000
8880 Hubbell Avenue
Detroit, MI 48228

D. F & J Oil Corporation's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
La Salle Bank, Midwest N.A.      Bank Loan             $3,000,000
fka Standard Federal Bank, N.A.                          Secured:
2600 West Big Beaver Road                                 $55,670
Troy, MI 48084                                         Unsecured:
                                                       $2,944,330

Julia Beydoun                    Bank Loan               $700,000
26040 Timber Trail                                       Secured:
Dearborn Heights, MI 48127                                $55,670
                                                       Unsecured:
                                                         $700,000

Robert Abraham                                            $88,000
509 Kinloch Street
Dearborn Heights, MI 48127

State of Michigan                                         $80,000
430 West Allegan
Lansing, MI 48922

Martin & Snyder                  Trade Debt               $41,000
8880 Hubbell Avenue
Detroit, MI 48228

Safiedine Oil                    Trade Debt               $38,000
30401 Utica Road
Roseville, MI 48066

Chase Bank                       Bank Loan                $25,000
2320 Ford Road
Dearborn Heights, MI 48127

Internal Revenue Service                                  $17,000
Kansas City, MO 64999-0030

E. Property Property, LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
La Salle Bank, Midwest N.A.      Real and Personal     $3,000,000
fka Standard Federal Bank, N.A.  Property                Secured:
2600 West Big Beaver Road                              $1,200,000
Troy, MI 48084                                         Unsecured:
                                                       $1,800,000

G & S Development                Real and Personal       $750,000
181 Woodcrest                    Property                Secured:
Dearborn, MI 48124                                     $1,200,000
                                                       Unsecured:
                                                         $750,000

Julia Beydoun                    Real and Personal       $700,000
26040 Timber Trail               Property                Secured:
Dearborn Heights, MI 48127                             $1,200,000
                                                       Unsecured:
                                                         $700,000

P M Environmental                                          $7,000
2655 South Chrysler Drive
Hazel Park, MI 48030


MILLS CORP: Secures March 31 Senior Term Loan Maturity Extension
----------------------------------------------------------------
The Mills Corporation has disclosed that the lenders and Goldman
Sachs, as administrative agent, have agreed to extend the maturity
date of the company's Senior Term Loan from Dec. 31, 2006, to
March 31, 2007, subject to certain conditions, including that the
company files its 2005 restated financial statements with the
Securities and Exchange Commission by Jan. 31, 2007, and its
audited financial statements for the fiscal year ended Dec. 31,
2006 by March 1, 2007.

The New York Stock Exchange has further granted the company an
additional two-month trading period through March 1, 2007, subject
to reassessment on an ongoing basis.  

Mills also indicated that it is currently targeting filing its
2005 Form 10-K with the SEC by the end of January 2007 and its
Form 10-Qs for the first three quarters of 2006 within 45 days
after the filing of the 2005 Form 10-K.  The company also
disclosed that it does not expect to timely file its 2006 audited
financial statements due to the delay in completing its 2005
audited financial statements.

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,     
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                           *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.  The SEC
initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.

As reported in the Troubled Company Reporter on April 17, 2006,
The Mills Limited Partnership entered into an Amendment No. 3 and
Waiver to its Second Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of Dec. 17, 2004, among Mills
Limited, JPMorgan Chase Bank, N.A., as lender and administrative
agent, and the other lenders.  The agreement provides a
conditional waiver through Dec. 31, 2006, of events of default
under the facility that are associated, among other things, with:
the pending restatement of the financial statements of Mills
Corporation and Mills Limited, and the delay in the filing of the
2005 Form 10-K of Mills Corp. and Mills Limited.


MIRANT CORP: Has Until February 15 to File Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extends the exclusive periods within which the Excluded
Mirant Corp. and its debtor-affiliates may:

     (i) adopt Mirant Corporation's Plan of Reorganization or
         file their own plan until Feb. 15, 2007; and

    (ii) solicit acceptances of their plan or plans until
         April 14, 2007.

The Excluded Debtors are:

   -- Mirant NY-Gen, LLC
   -- Mirant Bowline, LLC
   -- Mirant Lovett, LLC
   -- Mirant New York, Inc., and
   -- Hudson Valley Gas Corporation.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces  
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03- 46590), and emerged under the terms of a confirmed Second
Amended Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White &
Case LLP, represented the Debtors in their successful
restructuring.  When the Debtors filed for protection from their
creditors, they listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.  (Mirant Bankruptcy News, Issue No. 111; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                         *     *     *

Moody's Investors Service assigned its B2 corporate family rating,
effective July 13, 2006, on Mirant Corporation


MORGAN STANLEY: Moody's Hold Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 18 classes of Morgan Stanley Capital I
Trust 2003-IQ6, Commercial Mortgage Pass-Through Certificates,
Series 2003-IQ6:

   Class A-1, $18,423,946, Fixed, affirmed at Aaa
   Class A-2, $45,000,000, Fixed, affirmed at Aaa
   Class A-3, $83,000,000, Fixed, affirmed at Aaa
   Class A-4, $470,824,000, affirmed at Aaa
   Class A-1A, $214,656,967, affirmed at Aaa
   Class X-1, Notional, affirmed at Aaa
   Class X-2, Notional, affirmed at Aaa
   Class X-Y, Notional, affirmed at Aaa
   Class B, $26,191,000, Fixed, upgraded to Aa1 from Aa2
   Class C, $29,932,000, Fixed, upgraded to A1 from A2
   Class D, $11,224,000, Fixed, affirmed at A3
   Class E, $7,483,000,  Fixed, affirmed at Baa1
   Class F, $11,225,000, Fixed, affirmed at Baa2
   Class G, $7,483,000, Fixed, affirmed at Baa3
   Class H, $6,236,000, Fixed, affirmed at Ba1
   Class J, $4,989,000, Fixed, affirmed at Ba2
   Class K, $2,494,000, Fixed, affirmed at Ba3
   Class L, $2,494,000, Fixed, affirmed at B1
   Class M, $2,494,000, Fixed, affirmed at B2
   Class N, $2,495,000, Fixed, affirmed at B3

As of the Dec. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.1%
to $956.6 million from $997.7 million at securitization.  The
Certificates are collateralized by 175 mortgage loans.  The loans
range in size from less than 1% to 12.5% of the pool, with the top
10 loans representing 44% of the pool.  Six loans, representing
3.3% of the pool, have defeased and been replaced with U.S.
Government securities.  The balance of the pool consists of five
shadow rated loans, representing 23.3% of the pool, a group of
shadow rated residential co-op loans, representing 12.7% of the
pool and a conduit component, representing 60.7% of the pool.  
There have been no loans liquidated from the pool and there are no
loans in special servicing.  Thirteen loans, representing 4% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 borrower financials for
91.3% of the performing loans and partial year 2006 borrower
financials for 26.2% of the performing loans.  Moody's loan to
value ratio is 81.8%, compared to 85.4% at securitization. Moody's
is upgrading Classes B and C due to improved overall pool
performance, defeasance and credit support buildup.

The largest shadow rated loan is the Mall at Tuttle Crossing Loan
at $119.9 million (12.5%), which is secured by the borrower's
interest in a 1.1 million square foot regional mall located in
Dublin, Ohio, approximately 15 miles north of Columbus.  Built in
1997, the center is anchored by Kaufman's, Lazarus, Sears, and
J.C. Penney.  All of the above tenants own their respective
buildings and lease the underlying land.  Other major tenants
include The Gap, Finish Line, Express, Abercrombie & Fitch and
Pottery Barn.  As of July 2006, the center's in-line shop
occupancy was 94.7%, compared to 88.7% at securitization.  The
loan is interest only for the first three years but now amortizes
on a 360-month schedule.  The loan sponsor is General Motors Asset
Management.  Moody's current shadow rating is A3, compared to Baa1
at securitization.

The second largest shadow rated loan is the Westshore Plaza Loan
at $32.4 million (3.4%), which represents a 34.7% participation
interest in a $93.9 million first mortgage loan.  The loan is
secured by the borrower's interest in a 1.1 million square foot
super-regional mall located in Tampa, Florida.  Built in 1967 and
renovated in 2000, the mall is anchored by Macy's, J.C. Penney,
Sears and Saks Fifth Avenue.  All of the above tenants own their
respective buildings and lease the underlying land.  Other major
tenants include The Gap, Bath & Body Works, Bebe, Lerner and The
Limited.  As of June 2006, the mall's in-line shop occupancy was
96.9%, compared to 92.3% at securitization.  Cash flow has
increased due to rent and occupancy increases and loan
amortization.  The loan sponsor is Glimcher Realty Trust.  Moody's
current shadow rating is A3, compared to Baa2 at securitization.

The third largest shadow rated loan is the 3 Times Square Loan at
$31.5 million (3.3%), which is secured by a 883,405 square foot,
30-story Class A office building located in the Times Square
submarket of New York City.  The building's anchor tenant is
Reuters Group PLC.  As of March 2006 occupancy was 99%, compared
to 98.8% at securitization.  The loan sponsors are Rudin Times
Square Associates and Reuters Property LLC.  The loan amortizes on
a 218-month schedule.  Moody's current shadow rating is Aaa, the
same as at securitization.

The remaining two shadow rated loans comprise 4.1% of the pool.
The 250 West 19th Street Loan at $20.1 million (2.1%) is secured
by a 200-unit, 16-story, Class B apartment building built in 1986
and located in the Chelsea submarket of New York City.  Moody's
current shadow rating is Aa1, compared to Aa2 at securitization.
The Country Club Mall Loan at $19.1 million (2%) is secured by a
392,139 square foot regional mall located in Cumberland, Maryland.  
Moody's current shadow rating is Baa2, compared to Baa3 at
securitization.

The top three conduit loans represent 14.4% of the pool.  The
largest conduit loan is the 840 North Michigan Avenue Loan at
$59.3 million (6.2%), which is secured by an 87,000 square foot
retail property located on the "Magnificent Mile" in Chicago,
Illinois.  The four-story building was built in 1991 and is
located across from Water Tower Place, a regional mall.  The three
tenants are H&M, Escada and Waterstone.  As of June 2006 the
property was 100% occupied, the same as at securitization. Moody's
LTV is 80.2%, compared to 84.6% at securitization.

The second largest conduit loan is the 88 Sidney Street Loan at
$40.2 million (4.2%), which is secured by a 145,000 square foot,
five-story, Class A biotechnology building located in Cambridge,
Massachusetts adjacent to MIT.  Built in 2002, the property is
100.0% occupied by Alkermes.  Alkermes is a biotechnology company
specializing in the development of products based on sophisticated
drug delivery technologies.  Alkermes posted a $4.2 million letter
of credit as additional support for its lease obligations.  The
loan amortizes on a 300-month schedule.  Moody's LTV is 81.4%,
compared to 85.8% at securitization.

The third largest conduit loan is 609 Fifth Avenue Loan at
$37.9 million (4%), which represents a 37.3% participation
interest in a $101.8 million first mortgage loan.  The loan is
secured by a 148,000 square foot mixed use property located in the
Rockefeller Center submarket of New York City.  The 13-story
building is comprised of approximately 69% office space and 31%
retail space.  Built in 1925 and renovated in 1990, the property
is located at the corner of Fifth Ave and 49th Street.  The major
office tenants are DZ Bank.  The retail tenant is American Girl
Place Inc.  As of March 2006, the property was 98.5% occupied,
compared to 98.6% at securitization.  The loan was interest only
for the first three years, but now amortizes on a 360 month
schedule.  Moody's LTV is 96.4%, compared to 99.9% at
securitization.

The pool collateral is a mix of retail, multifamily and
manufactured housing, office, residential cooperative, U.S.
Government securities and industrial and self storage.  The
collateral properties are located in 25 states and the District of
Columbia.  The top five state concentrations are New York, Ohio,
Illinois, Florida, and Texas.  All of the loans are fixed rate.


MORGAN STANLEY: Moody's Holds Junk Rating on Class N Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of eight classes of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-
WF1:

   Class A-2, $424,866,924, Fixed, affirmed at Aaa
   Class X, Notional, affirmed at Aaa
   Class B, $48,425,000, Fixed, affirmed at Aaa
   Class C, $43,583,000, Fixed, affirmed at Aaa
   Class D, $9,685,000,  WAC, affirmed at Aaa
   Class E, $29,056,000, WAC, upgraded to Aaa from A3
   Class G, $9,685,000,  WAC, upgraded to A1 from Ba1
   Class H, $19,370,000, Fixed, upgraded to Baa2 from Ba2
   Class J, $7,264,000,  Fixed, upgraded to Ba1 from Ba3
   Class K, $8,232,000,  Fixed, upgraded to Ba3 from B1
   Class L, $12,107,000, Fixed, affirmed at B2
   Class M, $4,842,000,  Fixed, affirmed at B3
   Class N, $4,843,000,  Fixed, affirmed at Caa2

As of the Dec. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 33.2%
to $647 million from $968.5 million at securitization.  The
Certificates are collateralized by 223 mortgage loans ranging in
size from less than 1% to 5.6% of the pool, with the top 10 loans
representing 25.5% of the pool.  Twenty two loans, representing
14.1% of the pool, have defeased and have been replaced with U.S.
Government securities.

One loan has been liquidated from the pool, resulting in a
realized loss of approximately $615,000.  Currently there are no
loans in special servicing.  Twenty eight loans, representing
12.7% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial year 2006
operating results for 99% and 74% respectively, of the pool.
Moody's loan to value ratio is 62.8%, compared to 70.1% at Moody's
last full review in January 2006 and compared to 78.5% at
securitization.  Moody's is upgrading Classes E, G, H, J and K due
to increased subordination levels, improved overall pool
performance and defeasance.  Classes C, D and E were upgraded on
December 8, 2006 based on a Q tool based portfolio review.

The top three non-defeased loans represent 11.0% of the
outstanding pool balance. The largest loan is the Silvertree Hotel
& Wildwood Lodge Loan at $29.7 million (4.6%), which is secured by
two adjacent full service hotels located approximately 10 miles
northwest of Aspen in Snowmass Village, Colorado.  The two
properties contain 410 rooms.  Although financial performance has
declined significantly since securitization there has been modest
improvement during the past two years.  For the trailing 12-month
period ending December 2005 RevPAR was $73.75, compared to $65.57
for calendar year 2004 and compared to $82.60 at securitization.  
The loan has been on the servicer's watchlist for several years
due to low debt service coverage.  Moody's LTV is in excess of
100%, the same as at last review.

The second largest loan is the Galleria Palms Apartments Loan at
$26.0 million (4%), which is secured by a 568-unit apartment
complex located in Tempe, Arizona.  As of December 2005 the
property was 97% occupied, compared to 95% at last review. Moody's
LTV is 83.9%, compared to 87.4% at last review.

The third largest loan is the Grapevine Town Shopping Center Loan
at $15.3 million (2.4%), which is secured by a 187,000 square foot
retail center located in approximately 21 miles northwest of
downtown Dallas in Grapevine, Texas.  The property, which is
anchored by Linens-n-Things, Office Depot and Ross Store, is 100%
leased.  Moody's LTV is 66.2%, compared to 73.9% at last review.

The pool's collateral is a mix of multifamily, industrial and self
storage, retail, U.S. Government securities, office, lodging  and
mixed use. The collateral properties are located in 25 states.  
The highest state concentrations are California, Texas, Colorado,
Arizona and Florida.  All of the loans are fixed rate.
Approximately 67% of the loans in the pool mature within the next
12 months.


MORGAN STANLEY: Fitch Holds Rating on Class H Certificates at BB+
-----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Dean Witter Capital I Trust
commercial mortgage pass-through certificates, series 2003-HQ2 as:

   -- $39.6 million class B to 'AAA' from 'AA';
   -- $41.9 million class C to 'AA-' from 'A';
   -- $9.3 million class D to 'A' from 'A-'; and,
   -- $9.3 million class E to 'A-' from 'BBB+'.

In addition, Fitch affirms these classes:

   -- $159.4 million class A-1 at 'AAA';
   -- $522.2 million class A-2 at 'AAA';
   -- Interest-only classes X-1 and X-2 at 'AAA';
   -- $10.5 million class F at 'BBB';
   -- $8.2 million class G at 'BBB-'; and,
   -- $14.0 million class H at 'BB+'.

Fitch does not rate classes J, K, L, M, N, and O.

The upgrades are due to the stable pool performance, scheduled
amortization, and 5% defeasance since Fitch's last review.  As of
the December 2006 distribution date, the pool's aggregate
principal balance has decreased 10.1% to $837.1 million from
$931.6 million at issuance.  A total of six loans have defeased.
There are no delinquent or specially serviced loans.

At issuance, Fitch considered five loans to have investment grade
credit assessments, of which one loan has paid in full.  Fitch
reviewed operating statement analysis reports and other
performance information provided by Wells Fargo Bank, N.A., the
master servicer, for the four remaining credit assessed loans.

1290 Avenue of the Americas is secured by a 43-story class A
office building totaling 2 million square feet, located in midtown
Manhattan, New York.  The whole loan was divided into four pari
passu notes and a subordinate B-note.  The $130 million A-4 and
the $35 million A-5 notes serve as collateral in the subject
transaction.  Occupancy as of June 2006 is 96% compared to 98.7%
at issuance.

Oakbrook Center is secured by the fee interest in 942,039 square
feet of owned retail space, 240,223 sq. ft. of office space in
three buildings, and the ground leases for a 172-room Renaissance
Hotel, Nordstrom, Neiman Marcus, and a Bloomingdale's Home Store
in Oak Brook, Illinois.  The whole loan as of January 2007 has an
outstanding principal balance of $224.7 million and is divided
into four pari passu notes.  In-line occupancy as of June 2006 is
93.9% compared to 94.3% at issuance.

52 Broadway is secured by a 399,935 sq. ft. single tenant office
property in New York City.  The property was 100% occupied as of
March 31, 2006, same as at issuance.

TruServ Portfolio I is secured by three industrial properties
located in Springfield, Oregon, Fogelsville, Pennsylvania, and
Kingman, Arizon.  As of June 30, 2006, the portfolio is 100%
occupied, same as at issuance.


MORTGAGE ASSET: Fitch Holds Low-B Ratings on Various Certificates
-----------------------------------------------------------------
Fitch Ratings affirmed the ratings on Mortgage Asset
Securitization Transactions, Inc.'s residential mortgage-backed
certificates:

Series 2003-6 Total Pools 1, 2, & 5 thru 9:

   -- Class A at 'AAA';
   -- Class 30-B-2 at 'AA';
   -- Class 30-B-4 at 'BBB'; and,
   -- Class 30-B-5 at 'BB'.

Series 2003-6 Total Pools 3 & 4:

   -- Class A at 'AAA';
   -- Class 15-B-2 at 'AA-'; and,
   -- Class 15-B-5 at 'B+'.

Series 2003-7:

   -- Class A at 'AAA'.

Series 2003-9:

   -- Class A at 'AAA'; and,
   -- Class B-3 at 'A-'.

Series 2004-4 Pool 1:

   -- Class A at 'AAA'.

Series 2004-4 Total Pools 2 & 3:

   -- Class A at 'AAA';
   -- Class B-1 at 'AA';
   -- Class B-2 at 'A';
   -- Class B-3 at 'BBB'; and,
   -- Class B-4 at 'BB'.

Series 2004-6 Pool 1:

   -- Class A at 'AAA'; and,
   -- Class I-B-3 at 'BBB'.

Series 2004-6 Total Pools 2 thru 7:

   -- Class A at 'AAA';
   -- Class B-1 at 'AA'; and,
   -- Class B-3 at 'BBB'.
   
Series 2004-8 Total Pools 1, 2, & 3:

   -- Class A at 'AAA'.

Series 2004-9 Total Pools 1, 5, 6, & 7:
   -- Class A at 'AAA'.

Series 2004-9 Total Pools 2 & 4:
   
   -- Class A at 'AAA';
   -- Class 30-B-1 at 'AA';
   -- Class 30-B-2 at 'A';
   -- Class 30-B-3 at 'BBB'; and,
   -- Class 30-B-4 at 'BB'.

Series 2004-9 Pool 3:

   -- Class A at 'AAA'.

Series 2004-10:

   -- Class A at 'AAA'
   -- Class B-1 at 'AA';
   -- Class B-2 at 'A';
   -- Class B-3 at 'BBB'; and,
   -- Class B-4 at 'BB'.

Series 2004-11:

   -- Class A at 'AAA'
   -- Class B-1 at 'AA';
   -- Class B-2 at 'A';
   -- Class B-3 at 'BBB';
   -- Class B-4 at 'BB'; and,
   -- Class B-5 at 'B'.
   
The affirmations, affecting approximately $3.8 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, all of the
above transactions have experienced growth in CE and have suffered
no losses to date.

The collateral of the above transactions consists of conventional,
fully amortizing, jumbo-prime, 10-year to 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties and, in some cases, certificates from
previous MASTR deals.  MASTR 2004-4 Pool 1, is backed by three
certificates: MASTR 2003-10 class 3-A-1, which Fitch does not
rate, and MASTR 2003-11 classes 1-A-1 and 2-A-1, both of which
Fitch rates 'AAA'.  MASTR 2004-6 Pool 2, is backed by a pool of
30-year, fixed-rate mortgage loans and MASTR 2003-8 class 1-A-1,
which Fitch rates 'AAA.'  MASTR 2003-9 Pool 3, is backed by MASTR
2004-6 class 7-A-1, which Fitch rates 'AAA.'  The loans
collateralizing the MASTR transactions were acquired by UBS from
various originators and are master serviced by Wells Fargo Bank
Minnesota, N.A., which is rated 'RMS1' by Fitch.

As of the December 2006 distribution date, the pool factors  range
from 41% to 79%.  In addition, the transactions are seasoned from
25 months to 42 months.


MORTGAGE ASSET: Fitch Holds Rating on Class B-I-4 Certs. at BB
--------------------------------------------------------------
Fitch Ratings affirmed the ratings on Mortgage Asset
Securitization Transactions, Inc. Alternative Loan Trust's
mortgage pass-through certificates:

Series 2004-13 Total 1, 2, 4, & 6:

   -- Class A at 'AAA';
   -- Class B-I-1 at 'AA';
   -- Class B-I-2 at 'A';
   -- Class B-I-3 at 'BBB'; and,
   -- Class B-I-4 at 'BB'.

Series 2004-13 Total 3, 5, & 7-12:

   -- Class A at 'AAA'.

The affirmations, affecting approximately $294 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, both of the
groups of the above transaction have experienced growth in credit
enhancement of at least 1.27x the original CE and have suffered no
losses to date.

The collateral of the above transaction consists of fully
amortizing, 10-year to 30-year fixed-rate mortgage loans extended
to Alt-A borrowers and secured by first liens on one- to four-
family residential properties.  The loans were acquired by UBS
from various originators and are master serviced by Wells Fargo
Bank Minnesota, N.A., which is rated 'RMS1' by Fitch.

As of the December 2006 distribution date, the pool factor for
Total 1, 2, 4, & 6 is 74% and for Total 3, 5, & 7-12 is 66%.  In
addition, the transaction is seasoned 24 months.


MT. PLEASANT: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mt. Pleasant Partners, LLC
        c/o Anthony Warren
        126 West Stonebrook
        Mt. Pleasant, IA 52641

Bankruptcy Case No.: 06-03023

Chapter 11 Petition Date: December 29, 2006

Court: Southern District of Iowa (Davenport)

Judge: Lee M. Jackwig

Debtor's Counsel: James M. Becker, Jr., Esq.
                  Becker Law Office, P.C.
                  201 South Main Street
                  P.O. Box 602
                  Mt. Pleasant, IA 52641
                  Tel: (319) 385-3911
                  Fax: (319) 385-3993

Total Assets:   $838,600

Total Debts:  $2,323,196

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brown Bark I, L.P.               Bank Loan           $1,874,126
c/o David L. Wetsch, Esq.        Secured Value:
974-73rd Street, Suite 20        $817,000
Des Moines, IA 50312
Tel: (515) 223-6000
                                                        $31,059
                                 Secured Value:
                                 $817,000

Stonebrook Partners, Inc.        Trade Debt            $224,100
126 West Stonebrook Drive
Mt. Pleasant, IA 52641

Henry County Treasurer           Trade Debt             $98,381
Courthouse
Mt. Pleasant, IA 52641

Kinney & Sons Excavating         Trade Debt             $65,863
1105 West Washington Street
Mt. Pleasant, IA 52641

TD&T Financial Group, P.C.       Trade Debt             $13,691
204 North Main
Mt. Pleasant, IA 52641

Robin R. Williams dba            Trade Debt              $7,960
Modern Applications Drywall

Lake Cooper Millwork             Trade Debt              $4,473

Cady Insurance                   Trade Debt              $3,544


NEWCOMM WIRELESS: Court Sets Feb. 28 Auction for All Assets
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized NewComm Wireless Services Inc. to sell substantially
all of its assets to PR Wireless Inc. for $103.2 million, subject
to higher and better offers.

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

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

Interested parties have until Jan. 28, 2007, to submit bidder
qualifications, and until 4:00 p.m. Eastern Time on Feb. 21, 2007,
to submit bids.

Auction is scheduled on Feb. 28, 2007, at 9:00 a.m. Eastern Time,
with location to be determined in or around San Juan, Puerto Rico.

The Court will convene a hearing to consider the sale on
March 7, 2007, 9:30 a.m. Atlantic Time, at Jose V. Toledo Federal
Bldg. And United States Courthouse, 300 Calle Del Recinto Sur, in
San Juan, Puerto Rico.

Objections to the proposed sale are due Feb. 21, 2007, at
3:00 p.m. Eastern Time.

For questions and copies of the bidding procedures and the order
approving it are available upon faxed or written request made to
counsel to the Debtor:

     Sonnenschein Nath & Rosenthal LLP
     1221 Avenue of the Americas
     New York City 10020-1089
     Fax: 212-768-6800

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto Rico
market.  The company is a joint venture between ClearComm, L.P.
and Telefonica Larga Distancia.  The company filed for chapter 11
protection on Nov. 28, 2006 (Bankr. D. P.R. Case No. 06-04755).
Carmen D. Conde Torres, Esq., at C. Conde & Assoc. and Peter D.
Wolfston, Esq., at Sonnenschein Nath & Rosenthal LLP represent the
Debtor in its restructuring efforts.  On Dec. 6, 2006, the United
States Trustee for Region 21 appointed a five-member committee of
unsecured creditors.  When the Debtor filed for protection from
its  creditors, it reported assets and liabilities of more than
$100 million.


NEWPARK RESOURCES: Secures New $100 Mil. Revolving Line of Credit
-----------------------------------------------------------------
Newpark Resources Inc. has secured a new $100 million revolving
line of credit with its current bank group led by JP Morgan Chase
Bank, N.A.

The new facility replaces the company's current revolving credit
facility of $70 million.  The maturity date of the new facility is
June 25, 2011, which is a three-year extension of the current
facility.  Additionally, the company may elect to increase the
facility, subject to approval by the board of directors and the
bank group, by $30 million.

Paul Howes, president and chief executive officer, stated, "This
new revolving credit facility gives us the liquidity and
flexibility to capitalize on the robust drilling market and pursue
opportunities in our businesses, both domestically and
internationally, over the next several years."

Additionally, the company disclosed that all items voted upon at
its Dec. 28, 2006, shareholder meeting were approved.  The items
were the election of nine directors, approval of the 2006 Equity
Incentive Plan, approval of an amendment to the 1999 Employee
Stock Purchase Plan and ratification of the appointment of Ernst &
Young LLP as the company's independent auditor for 2006.

Newpark Resources Inc. (NYSE: NR) -- http://www.newpark.com/--
provides drilling fluids, environmental waste treatment solutions,
and temporary worksites and access roads for oilfield and other
commercial markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service confirmed Newpark Resources Inc.'s B1
Corporate Family Rating and its B2 rating on the company's Senior
Secured Guaranteed Term Loan B in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


NORTHWEST AIRLINES: MAIR Shareholder Balks at Mesaba Purchase Bid
-----------------------------------------------------------------
Riley Investment Management LLC has opposed Northwest Airlines
Corp.'s proposal for Mesaba Airlines Inc.

As a large shareholder of MAIR Holdings, Inc., the owner of Mesaba
Airlines, Riley Investment Management LLC believes that Northwest
Airlines' proposed offer to acquire Mesaba Airlines in exchange
for the allowance of Mesaba $145 million claim against Northwest
is grossly inadequate considering the total value of the Mesaba
estate to be in excess of $300 million.  The company will pursue
all avenues to ensure that such a transaction is not consummated.

The company's contemplated actions may include any or all of
these: filing objections to the creditors' current motion
requesting the termination of exclusivity period for filing a plan
of reorganization, pursuing litigation against various parties to
the transaction, offering our own competing plan of reorganization
if exclusivity is terminated, or entering into discussion with
MAIR Holdings or other regional carriers.

Additionally, Riley would like to note that contrary to what has
been stated in the press, Mesaba Airlines has not agreed to any
terms of the Northwest agreement.  Riley believes this would
require board approval at Mesaba as well as board approval at
MAIR, neither of which has occurred.

Riley believes that Northwest Airlines has destroyed value for
MAIR shareholders, Mesaba and Mesaba's employees, enabling
Northwest to buy Mesaba below fair market value and avoid fairly
paying Mesaba's valid claims in the Northwest bankruptcy.  Its
unions and the press have unfairly criticized MAIR and Mesaba
management for actions Riley believes were forced by Northwest.  
Northwest's bankruptcy filing and request for new RFPs for
additional flying forced Mesaba to subject its employees to new
labor contracts so that Mesaba could make attractive proposals to
Northwest to continue to fly aircraft.  Northwest is now
attempting to purchase Mesaba and use this low cost structure as a
vehicle to continue and buildup Northwest's regional business with
all future value only going to Northwest Airlines.

Riley has provided a timeline of events related to the Mesaba
bankruptcy and Northwest Airlines.

   * Prior to Mesaba bankruptcy filing: Mesaba operates a fleet of
     63 SAAB-340 and 35 Avro-Regional Jet aircraft for NWA.  
     Trailing twelve-month revenue at Mesaba through 9/30/2005 was
     $416MM.

   * Aug. 29, 2005:  Northwest signs a new ASA with Mesaba in
     which MAIR is required to invest $31.7 million into Mesaba.  
     Under the terms, Mesaba would operate 35 AVRO and up to 15
     CRJ-200/440 aircraft along with all of the existing 63 SAAB
     aircraft under a 10-year contract.

   * Sept. 9, 2005: Bryan Ebensteiner, NWA Director of Airlink
     Planning, sends an email to MAIR inquiring whether MAIR had
     made the required $31.7 payment to Mesaba; Mesaba advises NWA
     that it had made the payment.

   * Sept. 12, 2005: After it is ensured that liquidity had been
     provided to Mesaba from MAIR, Northwest fails to make its
     regular semi-monthly payment to Mesaba of $18.5 million for
     the second half of August.

   * Sept. 14, 2005:  Northwest files for bankruptcy.  Riley finds
     it hard to imagine that Northwest management did not know
     that it was contemplating filing for bankruptcy two weeks
     prior when it signed a new ASA with Mesaba.  Shares of MAIR
     drop from $9.50/share to $4.50/share costing MAIR
     shareholders $100 million in value.  A few days after
     Northwest files for bankruptcy, Doug Steenland, CEO of
     Northwest, resigned from the board of directors of MAIR.

   * Sept. 26, 2005: Northwest failed to make the full semi-annual
     payment to Mesaba for the first half of September, reducing
     the payment to $1.9 million.  Total missed payments are
     approximately $36.4 million.

   * Aug. 16, 2006: Mesaba files a $250 million claim against
     Northwest Airlines, which does not include the value of its
     current SAAB business which we value at an additional
     +$100 million.

   * Nov. 27, 2006:  After Northwest's bankruptcy filing, Mesaba
     was forced to seek labor concession with its unions in order
     to continue operations and ensure continued and future
     business with Northwest.

     Labor currently has a $22.7 million claim against Mesaba for
     contract concession.

   * Dec. 20, 2006:  Northwest offers Mesaba a $145 million claim
     in total to purchase the entire company.  In all Riley values
     the offer at 63% of the value of Mesaba prior to filing for
     bankruptcy, which ignores incremental value which would have
     accrued to Mesaba since under the new ASA, where it had
     rights to operate the next 35 CRJ aircraft in Northwest's
     regional fleet.

   * Dec. 22, 2006: Northwest settles with Pinnacle Airlines for a
     $377.5 million claim and awards Pinnacle a new ASA that
     allows it to continue flying for Northwest as a standalone
     public entity.  Terms of the new ASA allow Pinnacle to
     continue to operate all of its existing 124 CRJ-200/440
     aircraft plus up to an additional 17 CRJ-200/440 aircraft for
     10 years.  15 of these CRJ's were originally promised to
     Mesaba when they signed their ASA.  In all, Riley estimates
     the value Pinnacle's award to be worth $530 million, which is
     approximately 135% of the estimated value of its prior
     contract.

In light of the items mentioned, Riley believes that not only is
Northwest Airlines not offering fair value for Mesaba, it also
pursued a strategy of destroying value in order to purchase
Mesaba's at a huge discount to its fair value.  At best, Northwest
and its executives ignored clear conflict of interest issues
(Northwest owns 28% of MAIR and a director of Northwest also sat
on MAIR's board) and at worst, fraud occurred.  Under the proposed
transaction, Northwest stands to reap the entire economic benefit
of Mesaba's labor concessions with cheaper flying costs for
Northwest going forward, but only after Mesaba and therefore MAIR
shareholders pay for the $22.7 million claim owed to Mesaba's
labor unions.

To be clear, Riley is not opposed to Northwest acquiring Mesaba,
as it believes all parties including employees, creditors,
customers and shareholders can be made whole under appropriate
terms.  But Riley is strongly opposed to the offer of
$145 million.  In light of this, we will continue to pursue any
and all strategies that will maximize value for shareholders of
MAIR.

                      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.


OMEGA HEALTHCARE: Earns $14.6 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Omega Healthcare Investors Inc. reported $14.6 million of net
income on $35.2 million of revenues for the quarter ended
Sept. 30, 2006, compared with $5.7 million of net income on
$27.1 million of revenues for the same period in 2005.

The $8.1 million increase in revenues was primarily a result of
new investments made throughout 2005 and 2006.  The increase in
operating revenues from new investments was partially offset by a
reduction in mortgage interest income.

The $8.9 million increase in net income in the quarter ended
Sept. 30, 2006, is principally due to the $8.2 million increase in
revenues, the $2.7 million gain on sale of equity securities, the
$1.8 million change in fair value of derivatives, and the
$1.2 million gain on assets sold, partly offset by the
$2.7 million increase in operating expenses and the $3.5 million
increase in interest expense.  

In addition, the company recorded a lower loss from discontinued
operations of $33,000 in the current quarter compared to a
$1.1 million loss from discontinued operations in the prior period
quarter.

The increase in operating expenses was primarily due to
$2.2 million of increased depreciation expense and $3.6 million of
restricted stock expense, partially offset by a 2005 provision for
impairment on real estate properties.

The increase of $3.5 million in interest expense was primarily due
to higher debt and from consolidation of a variable interest
entity in 2006.

The gain on sale of securities in the third quarter of 2006
relates to the company's sale of its remaining 760,000 shares of
Sun's common stock for approximately $7.6 million, realizing a
gain on the sale of these securities of approximately
$2.7 million.

The $1.8 million change in fair value of derivatives relates to
the mark-to-market adjustment to reflect the fair value of the
company's redeemable convertible preferred stock security in
Advocat, a publicly traded company.

At Sept. 30, 2006, the company's balance sheet showed $1.2 billion
in total assets, $716.6 million in total liabilities, and
$466.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?181d

At Sept. 30, 2006, the company had $157.5 million outstanding
under its $200 million revolving senior secured credit facility
and $2.5 million was utilized for the issuance of letters of
credit, leaving availability of $40.0 million.

                      About Omega Healthcare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real  
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,446 beds located in 27
states and operated by 33 third-party healthcare operating
companies.

                           *     *     *

As reported in the Troubled Company Reporter on June 29, 2006,
Fitch upgraded Omega Healthcare Investors' senior unsecured notes
to 'BB' from 'BB-' and its preferred stock to 'B+' from 'B'.
Additionally, Fitch assigned the company's secured credit facility
at 'BB+'.  The Outlook on all Ratings is Stable.


ON ASSIGNMENT: Buys Oxford Global for $200 Million
--------------------------------------------------
On Assignment Inc. signed a definitive agreement to acquire Oxford
Global Resources Inc. for $200 million, of which $190 million is
in cash and $10 million in common stock.

In addition, Oxford shareholders have the opportunity to achieve
an earn-out of up to $12 million based on Oxford's 2007 and 2008
performance.

The Company intends to utilize its existing cash position and a
new $165 million senior secured credit facility it is negotiating
to finance the acquisition.  The new facility is expected to
include a $20 million revolving credit facility and a $145 million
term loan facility.

The company disclosed that it may achieve an annual after tax
savings of approximately $5 million per year over the next 15
years as a result of the election to classify the Oxford
transaction as an asset sale for tax purposes under section
338(h)(10) of the IRS code.  After the closing of the proposed
transaction, On Assignment expects to have approximately
$16 million cash on hand.

Peter Dameris, president and chief executive officer, said,
"Oxford is a well-established, leading player in the large and
growing information technology and engineering staffing sectors.
Oxford employs a disciplined strategy of focusing on temporary
staffing assignments that require high-end skill sets.  

"The acquisition is a significant fit with On Assignment's growth
strategy of operating in strong niche staffing practices with
durable business models that are characterized by high bill rates,
high and sustainable gross margins and low customer concentration.

"As with our recent VISTA acquisition, Oxford adds a growth
segment of the professional staffing business that generates
higher than industry average bill rates and gross margins with a
large, attractive and diverse client base.  On Assignment expects,
with the acquisitions of Oxford and VISTA, to have pro forma
revenues in excess of $520 million for 2006."

Mr. Dameris continued, "When we were on the roadshow for our
recent follow-on offering in November, we discussed a growth
strategy that involved vigorously pursuing growth opportunities in
our core Healthcare and Lab Support staffing businesses, and
augmenting this growth with acquisitions in other complementary,
high-end professional staffing verticals.  

"I feel we have been very successful in growing our core
businesses, having grown consolidated revenues 22% in the first
three quarters of 2006.

"Pro forma for the Oxford and VISTA acquisitions, our Healthcare
(including VISTA) and Lab Support practices will represent roughly
two-thirds of our overall revenues and continue to present us with
exciting growth opportunities in those areas going forward.  

"The acquisition of Oxford will augment the growth we are
experiencing in our core staffing businesses by providing us with
access to the robust IT staffing market, which represents
approximately $17 billion-plus of annual spend, and the
$6 billion-plus technical/engineering market, both with double
digit annual growth.  

"I believe the collective experience of our management team, in
the IT area and in acquisitions, will be invaluable in building
shareholder value from this transaction.  Having successfully
deployed the capital we raised in November, we will now focus the
majority of our resources on operating our existing business and
supporting the two businesses we have agreed to acquire."

UBS Investment Bank is acting as On Assignment's financial advisor
and arranging the financing in this transaction.

                   About Oxford Global Resources

Headquartered in Beverly, Massachusetts, Oxford Global Resources
-- http://www.oxfordcorp.com-- is a leading provider of high-end  
information technology and engineering staffing services. Founded
in 1984, Oxford delivers senior information technology, software
and hardware engineering, mechanical, electrical and validation
engineering and telecommunications engineering professionals to
clients in a wide range of industries. Headquartered in Beverly,
Massachusetts, Oxford has 20 offices throughout the United States
and an office in Ireland to serve the European market.

                        About On Assignment

Headquartered in Calabasas, California, On Assignment, Inc.
(Nasdaq: ASGN) is a diversified professional staffing firm
providing staffing solutions in specialty skills including
Laboratory/Scientific, Healthcare, and Medical, Financial & Health
Information Services.  The company has approximately 60 branch
offices across the United States, the United Kingdom, the
Netherlands, and Belgium.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Calabasas, Calif.-based temporary professional
staffing provider On Assignment Inc.  The rating outlook is
stable.


ORION DIVERSIFIED: Posts $9,758 Net Loss in Quarter Ended Oct. 31
-----------------------------------------------------------------
Orion Diversified Technologies Inc. reported a $9,758 net loss for
the quarter ended Oct. 31, 2006, compared with a $6,799 net loss
for the same period in 2005.  The company had no revenues in both
periods.

At Oct. 31, 2006, the company's balance sheet showed $1.8 million
in total assets, $64,007 in total liabilities, and $1.7 million in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?181b

                        Going Concern Doubt

Bloom & Co. LLP, in Hempstead, New York, expressed substantial
doubt about Orion Diversified Technologies Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended April 30, 2006, and 2005.  The
auditing firm pointed to the company's losses from operations for
several years and net capital deficiency.

                     About Orion Technologies

Based in New York, New York, Orion Diversified Technologies Inc.
(OTC BB: ORDT.OB) was incorporated in 1959.  Previously, the
company was engaged in real estate investment.  Presently Orion
Diversified does not have significant operations.  The company
intends to acquire or merge with a business entity.


RADIO ONE: $30 Million Entercom Sale Cues S&P's CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings,
including the 'BB-' corporate credit rating, on Radio One Inc.
remain on CreditWatch, after the company's disclosure that it
completed the sale of radio station WKAF-FM in Boston to Entercom
Communications Corp. for $30 million.

The ratings were originally placed on CreditWatch with negative
implications on Sept. 7, 2006, reflecting concerns of increasing
leverage and a weakened credit profile.

The Maryland-based radio broadcaster had approximately
$973.5 million in debt as of Sept. 30, 2006.

The company used the majority of proceeds from the sale to reduce
borrowings under its bank credit facility.  Still, current
leverage is meaningfully higher than our target leverage for the
company at the 'BB-' rating level.

"Notwithstanding further noncore asset sales, we believe that
Radio One has limited ability to significantly deleverage in the
intermediate term," said Standard & Poor's credit analyst Michael
Altberg.

In resolving the CreditWatch listing, Standard & Poor's will
assess the company's year-end results and its prospects for
reducing leverage and addressing its narrow margin of covenant
compliance.


RAYMOND PEDDEN: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Raymond A. Pedden
        820 Seal Point Drive
        Redwood City, CA 94065

Bankruptcy Case No.: 06-31234

Chapter 11 Petition Date: December 26, 2006

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: James F. Beiden, Esq.
                  Law Offices of James F. Beiden
                  840 Hinckley Road #245
                  Burlingame, CA 94010 (650) 697-6100

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   MercedesBenz Credit                                   $20,071
   P.O. Box 3415
   Portland, OR 97208

   Drive Financial                                       $18,617
   14101 Myford Road FL2
   Tustin, CA 92780

   Chase Credit card                                     $17,944
   600 Community Drive
   Manhasset, NY 11030

   USAA Savings Bank          Credit card                $10,083

   Wells Fargo Bank           Credit cars                $10,805

   Bank of America            Credit card                 $9,287

   BOA MBNA                   Credit card                 $8,464

   Bank of America            Credit card                 $7,816

   BOA MBNA                   Credit card                 $6,228

   AMEX                       Credit card                 $5,537

   Wells Fargo                                            $5,472

   Bank of America            Credit card                 $5,286

   Chase                      Credit card                 $4,448

   Bank of America            Credit card                 $4,158

   BOA MBNA                   Credit card                 $2,957


RESIDENTIAL ASSET: Fitch Lifts Rating on Class B-2 Certs. to BB-
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Mortgage Products, Inc. issues:

RAMP series 2002-RM1 Group 1:

   -- Classes A-I-1 to A-I-3, AP-1, AV-1 affirmed at 'AAA';
   -- Class M-I-1 affirmed at 'AAA';
   -- Class M-I-2 upgraded to 'AAA' from 'AA+';
   -- Class M-I-3 upgraded to 'AA' from 'A+';
   -- Class B-I-1 upgraded to 'A' from 'A-'; and,
   -- Class B-I-2 upgraded to 'BBB', from 'BB'.


RAMP series 2002-RM1 Group 2:

   -- Classes A-II, AP-II, AV-II affirmed at 'AAA';
   -- Class M-II-1 affirmed at 'AAA';
   -- Class M-II-2 affirmed at 'AA+';
   -- Class M-II-3 affirmed at 'A+';
   -- Class B-II-1 affirmed at 'BBB-'; and,
   -- Class B-II-2 affirmed at 'B+'.


RAMP series 2003-RM1:

   -- Classes A-2 to A-8, A-8A, A-P, A-V affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'A';
   -- Class B-1 upgraded to 'BBB-' from 'BB+'; and,
   -- Class B-2 upgraded to 'BB-' from 'B+'.


RAMP series 2003-RM2 Groups 1 & 2:

   -- Classes A-I-1 to A-I-6, AP-I, AV-I, A-II, AP-II, AV-II
      affirmed at 'AAA';

   -- Class M-1 affirmed at 'AA';

   -- Class M-2 affirmed at 'A';

   -- Class M-3 affirmed at 'BBB';

   -- Class B-1 affirmed at 'BB'; and,

   -- Class B-2 affirmed at 'B'.


RAMP series 2003-RM2 Group 3:

   -- Classes A-III, AP-III, AV-III affirmed at 'AAA';
   -- Class M-III-1 affirmed at 'AAA';
   -- Class M-III-2 affirmed at 'AA+';
   -- Class M-III-3 affirmed at 'AA-';
   -- Class B-III-1 affirmed at 'A'; and,
   -- Class B-III-2 affirmed at 'BBB'.

The upgrades reflect an improvement in the relationship of credit
enhancement to future loss expectations and affect about
$3.35 million of outstanding certificates, as of the
Dec. 26, 2006 distribution date.  The affirmations reflect
satisfactory CE relationships to future loss expectations and
affect about $333 million of outstanding certificates.

The collateral in the 2002-RM1 and 2003-RM2 transactions consists
of 15 and 30 year fixed-rate mortgage loans secured by first liens
on one- to four- family residential properties.  The collateral in
the 2003-RM1 transaction consists of 30 year fixed-rate mortgage
loans secured by first liens on one- to four- family residential
properties. Residential Funding Company, LLC, is the master
servicer for these loans.

As of the Dec. 26, 2006 distribution date, the transactions were
seasoned from a range of 43 to 48 months and the pool factors  
ranged from 16.51% to 40.77%.  The upgraded classes benefit from
CE three to more than four times the original levels.


ROO GROUP: Posts $3.7 Million Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
ROO Group Inc. has filed an amendment to its quarterly report on
form 10-QSB for the quarter ended Sept. 30, 2006, originally filed
with the Securities and Exchange Commission on Nov. 20, 2006.  

The amendment was made to correct the presentation in the
company's Consolidated Statement of Operations and Comprehensive
Loss, and Consolidated Statements of Cash Flows for placement
agent fees and the value of placement agent warrants.  These have
been corrected as an offset against the proceeds of an
Aug. 23, 2005, private placement.

ROO Group, reported a net loss before income taxes of $3,745,000
for the three months ended Sept. 30, 2006, compared to $3,512,000
for the three months ended Sept. 30, 2005, an increase of $233,000
or 7%.  For the nine months ended Sept. 30, 2006, the company
incurred a  $9,579,000 net loss before income taxes, compared to
$6,975,000 for the same period in the prior year.

Total net revenue increased by $625,000 from $1,605,000 for the
three months ended Sept. 30, 2005 to $2,230,000 for the three
months ended Sept. 30, 2006.  The company generated $6,024,000 of
revenue for the nine months ended Sept. 30, 2006, an increase of
27% compared to revenues of $4,742,000 of revenues recorded for
the same period in the prior year.  Management attributes the
overall revenue increase principally on increasing sales revenue
from operations.

At Sept. 30, 2006, the company's balance sheet showed $9,220,000
in total assets, $3,980,000 in total liabilities and stockholders'
equity of $5,117,000.  As of Sept. 30, 2006, the company had
working capital of approximately $1,811,000 with a cash balance of
$2,269,000.   

A full-text copy of ROO Group's quarterly report is available for
free at http://researcharchives.com/t/s?1829

                              New CEO

In December, ROO Group disclosed the appointment of Lou Kerner as
its new Chief Financial Officer.  Mr. Kerner will work with senior
management to develop new business opportunities for the company.  
He will be based in New York.

"Lou's global experience in both the technology and financial
sectors will be a great asset to ROO as we accelerate the
company's current global momentum." Said Robert Petty, CEO and
Chairman.

Former CFO Robin Smyth will continue to focus his time on
expanding the company's international operations in Europe and the
Asia Pacific regions.  As Executive Director, Mr. Smyth will
continue to work toward strengthening ROO Group's global presence
by expanding additional international operations.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 29, 2006,
Moore Stephens, P.C., in New York, raised substantial doubt about
ROO Group'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 and negative cash flows from operations.

                         About ROO Group

ROO Group Inc. -- http://www.roo.com/-- provides digital media  
solutions and technology that enables the activation, marketing
and distribution of digital media video content over the Internet
and emerging broadcasting platforms such as set top boxes and
wireless.  ROO offers turnkey video solutions for businesses
seeking to improve their web presence with video broadcasts or
broadcast their own latest video clips.


SAMSONITE CORP: Earns $8.9 Million in Quarter Ended October 31
--------------------------------------------------------------
Samsonite Corp. reported $8.9 million of net income on
$285.9 million of net sales for the quarter ended Oct. 31, 2006,
compared with a $3 million net loss on $248.7 million of net sales
for the same period in 2005.
   
Sales in all geographic areas increased.  Sales from Asian
operations increased 43.9%, followed by European operations, Latin
America, and North America, with increases of 13.5%, 11.5%, and
7.1%, respectively.  In absolute terms, the biggest contributors
to the increase in sales were Asian operations followed by
European operations, with increases of $15.1 million and
14.5 million, respectively.  The increase in sales in Asian
operations is primarily driven by increased travel and geographic
expansion in the region, particularly in China and India.  

Licensing revenues decreased to $3.2 million in the third quarter
of fiscal 2007 from $3.4 million in the third quarter of fiscal
2006, a decrease of $200,000 primarily due to the termination of
one of the company's license agreements.

Consolidated gross margin increased by 2.2 percentage points, to
50.7% in the third quarter of fiscal 2007 from 48.5% in the third
quarter of fiscal 2006.

Operating income increased to 25.6 million in the quarter ended
Oct. 31, 2006, compared with $6.9 million in the prior quarter.

Income tax expense increased to $7.2 million in the third quarter
of fiscal 2007 from a benefit of $400.000 in the third quarter of
fiscal 2006.  

At Oct. 31, 2006, the company's balance sheet showed $653 million
in total assets, $668.3 million in total liabilities, and
$20.1 million in minority interests in consolidated subsidiaries,
resulting in a $35.4 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?181f

At Oct. 31, 2006, the company had cash and cash equivalents of
$71.5 million and working capital of $182.9 million.  

Cash availability under the company's senior credit facility was
$35 million in the U.S., and EUR22 million for its European
subsidiary at Oct. 31, 2006.  At Oct. 31, 2006, the company had
$4.6 million of letters of credit outstanding under the U.S.
portion of the facility, which reduced the net availability on the
U.S. line of credit to $30.4 million.  At Oct. 31, 2006, no
amounts were outstanding under the European portion of the
facility.

                          About Samsonite

Samsonite Corp. (OTCBB: SAMC.OB) -- http://www.samsonite.com/--  
designs, manufactures and distributes luggage and related consumer
products.   The company's sells its products using a number of
brand names, including SAMSONITE(R) Black Label, SAMSONITE(R),
AMERICAN TOURISTER(R), LACOSTE(R) and TIMBERLAND(R).

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Standard & Poor's Ratings Services assigned a BB- rating on
Samsonite Corporation's senior secured facility.

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's affirmed its B1 corporate family rating for Samsonite
Corp.


SANKOFA SHULE: Moody's Affirms Caa3 Rating with Negative Outlook
----------------------------------------------------------------
Moody's Investors Service confirmed the Caa3 rating on Sankofa
Shule, Michigan, Full Term Certificates of Participation and
removed the rating from Watchlist.

At this time Moody's has also assigned a negative outlook to the
credit, reflecting continuing financial pressures that create
significant additional risk for bondholders.  The certificates are
outstanding in the amount of $2.455 million.  The Caa3 rating
incorporates the school's tenuous financial position given its
precipitous enrollment decline at the beginning of the 2006-2007
school year as well as the increased likelihood that the school's
charter will not be renewed beyond its scheduled expiration date
of June 30, 2007.

In addition, the rating reflects a still fully funded debt service
reserve fund that could cover at least a portion of the debt
service payments due in the next year.  Moody's will continue to
monitor Sankofa's enrollment situation as well as the charter
reauthorization process over the next several months and expects
to review the rating again in three to four months.

The loss of students at Sankofa Shule has had a severely negative
impact on the school's enrollment-driven state aid payments which
make up close to 90% of the school's operating revenues.  The
certificates are secured by a pledge of 20% of Sankofa's state
aid.  At current enrollment levels, pledged revenues would not be
sufficient to cover debt service.  This situation creates concerns
that the school will have difficulty meeting its scheduled debt
service payments.  The presence of a fully funded debt service
reserve in the amount of maximum annual debt service does provide
some near-term cushion and the school does expect to use at least
a portion of the reserve for the next debt service payment on July
1, 2007.  

Of further concern is the likelihood that Sankofa's charter,
authorized by the Central Michigan University board of trustees
and scheduled to expire on June 30, 2007, will not be renewed.  
CMU has indicated in writing that it cannot currently justify
reauthorizing the charter contract given Sankofa's recent
enrollment declines and weakening financial position.

After significant delay, a revised fiscal year 2007 budget for
Sankofa was finally adopted on Dec. 18, 2006.  On the revenue
side, state aid was revised downward to $803,119 from $1,394,250.
State aid reflects a blended enrollment figure using attendance
figures from February of the prior fiscal year plus September of
the current fiscal year.  The original budget for fiscal year 2007
incorporated an enrollment figure of 195, similar to fiscal year
2006.  

However, the blended figure was approximately 109 due to the
severe enrollment falloff at the beginning of the new school year.  
With no improvement in enrollment since early fall the blended
figure for fiscal 2008 would be even lower.  The fiscal year 2007
budget results in an operating deficit of approximately $127,000
with draws on the General Fund balance as well as a portion of the
debt service reserve.

Sankofa Shule, located in Lansing, Michigan, is a public school
academy operating as a charter school.  The school has its own
independent board which oversees operations although CMU provides
fiscal and administrative oversight, for which it charges a fee of
3% of state school aid.  The school's charter has been renewed
twice: in August 2000 for five years and in August 2005, but only
through June 2007.  Sankofa Shule began operation in 1995 with 111
students in grades kindergarten to four, eventually expanding to
grade nine.  Enrollment fell far short of initial projections that
called for 200 students by fiscal 2001.  

After a dispute over fees, among other issues, the school's
original director and management team were replaced during the
2001-2002 school year, after which enrollment dropped to 129 in
January 2002.  The school continued to have turnover problems,
although fiscal year 2006 enrollment reached a high of
196 students.  The recent, and steepest, enrollment drop to
82 students followed the departure of the school's second
director.  A third director was hired during the summer of 2006.

The school's COPs are secured by a pledge of 20% of state aid
school payments that are distributed by the State of Michigan  
directly to the trustee via CMU within ten days of receipt.  The
state aid payments are not subject to annual appropriation.
Revenues in excess of the amount required to pay debt service on
the certificates and replenish the debt service reserve, if
necessary, are returned to the school for operations.  The debt
service reserve fund is maintained at the required amount of
$234,575.  Legal provisions also include a pledge of the asset, a
building that is completed and occupied by the school, as well as
the land.

Key facts:

   -- Enrollment fiscal year 2006: 196

   -- Enrollment fiscal year 2007: 82

   -- Blended enrollment count fiscal year 2007: 108.75

   -- Debt Service Coverage by Pledged Revenues, FY2005: 1.09x

   -- Debt Service Coverage by Pledged Revenues, FY2006: 1.22x

   -- Projected Debt Service Coverage by Pledged Revenues,
      FY2007: 0.68x

   -- Unrestricted Cash and Investments, FY 2006: $83,071

   -- Unrestricted Net Assets, FY 2006: $168,000

   -- State aid as % of General Fund Revenues, FY 2006: 87.8%

   -- Debt Service Funds, FY2006: $302,788


SCOTTISH RE: Shareholder To Vote Against MassMutual/Cerberus Deal
-----------------------------------------------------------------
In a letter to the Board of Directors of Scottish Re Group
Limited, Grace Brothers Ltd. strongly urged the Board to
immediately reconsider alternatives to the transaction disclosed
in November between the company, Mass Mutual Capital Partners LLC,
and affiliates of Cerberus Capital Management, L.P.

Grace Brothers, as beneficial owner of ordinary shares of Scottish
Re, has formally advised the Board that it intends to vote against
the MassMutual/Cerberus transaction when the transaction is
submitted for stockholder approval.

Grace Brothers strongly believes that the value of the company
would be higher without this dilutive transaction, and that
meaningful alternatives exist to maximize stockholder value,
including as one example a rights offering in which all
shareholders were allowed to participate in recapitalizing the
Company on a pro rata basis.

Grace Brothers further believes that even if such a rights
offering would only raise enough capital to allow the company to
undergo an orderly liquidation or a runoff of its assets, the
value to existing stockholders would be higher than that resulting
from the proposed MassMutual/Cerberus transaction.

In its letter, Grace Brothers further indicated its disapproval of
the course of action taken by management and its investment
bankers.  Instead of seeking the best value for existing
stockholders, management has accepted a highly dilutive
transaction that carries an onerous break-up fee of over
$30,000,000, with the stated goal of rebuilding Scottish Re as a
"growth" insurance company.  Regardless of whether that can be
achieved, the transaction almost certainly maximizes returns for
new investors at the expense of existing shareholders, and Grace
Brothers is at a loss to understand how this course of action is
consistent with management's fiduciary duties.  The extreme equity
dilution as well as other costs associated with the announced
transaction make it highly unlikely that the current shareholders
will benefit from the transaction.

Even with payment of the ill-advised break-up fee, however, Grace
Brothers believes other financing alternatives are a better choice
from the point of view of the company's owners, the current
stockholders.

                     About Scottish Re Group

Scottish Re Group Limited -- http://www.scottishre.com/--   
provides reinsurance of life insurance, annuities and annuity-type
products through its operating companies in Bermuda, Charlotte,
North Carolina, Dublin, Ireland, Grand Cayman, and Windsor,
England.  At March 31, 2006, the reinsurer's balance sheet showed
$12.2 billion assets and $10.8 billion in liabilities

                           *     *     *

Moody's Investors Service continues to review the ratings of
Scottish Re Group Ltd. with direction uncertain following the
announcement by the company that it has entered into an agreement
to sell a majority stake to MassMutual Capital Partners LLC, a
member of the MassMutual Financial Group and Cerberus Capital
Management, L.P., a private investment firm.  

Ratings under review include Scottish Re Group Limited's senior
unsecured debt which is rated at Ba3 and preferred stock rated at
B2.

Standard & Poor's Ratings Services has also revised the
CreditWatch status of its ratings on Scottish Re Group Ltd.,
Scottish Re's operating companies, and dependent unwrapped
securitized deals to positive from negative.  Scottish Re has a
'CCC' counterparty credit rating, and Scottish Re's operating
companies have 'B+' counterparty credit and financial strength
ratings.  These ratings were placed on CreditWatch negative on
July 31, when Scottish Re announced poor second-quarter results
and that liquidity was tight.  

Fitch Ratings added that Scottish Re Group Ltd.'s ratings remain
on Rating Watch Negative following the announcement that SCT has
entered into an agreement which will result in a new equity
investment into the company of $600 million.  SCT's ratings were
placed on Rating Watch Negative on July 31, due to concerns
regarding the company's ability to repay $115 million of senior
convertible notes that are expected to be put to the company on
Dec. 6.  Ratings on Rating Watch Negative include the company's BB
issuer default rating and the BB- rating on its 4.5% $115 million
senior convertible notes.

A.M. Best Co. has downgraded the Financial Strength Rating to B
from B+ and the issuer credit ratings to "bb+" from "bbb-" of the
primary operating insurance subsidiaries of Scottish Re Group
Limited.  A.M. Best has also downgraded the ICR of Scottish Re to
"b" from "bb-" and all of Scottish Re's debt ratings.  All ratings
remain under review with negative implications.


SMITTY INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Smitty Investment Group, LLC
        dba SIG Management
        4816 Lakes Edge Place
        Garden City, ID 83714

Bankruptcy Case No.: 07-00020

Chapter 11 Petition Date: January 4, 2007

Court: District of Idaho (Boise)

Debtor's Counsel: Joseph M. Meier, Esq.
                  Cosho Humphrey, LLP
                  P.O. Box 9518
                  800 Park Blvd., Ste. 790
                  Boise, ID 83707
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bradshaw Trust                Money Loaned              $876,157
3529 Plantation River Dr.
Boise, ID 83703

Bradshaw Trust                Money loaned              $691,622
3529 Plantation River Dr.
Boise, ID 83703

Reginald Gardner              Money loaned              $564,100
P.O. Box 817
Marsing, ID 83639

BoDo Partners, LLC            Lease arrearage           $543,290
c/o Terry Copple
P.O. Box 1583
Boise, ID 83701

Lola Pershall                 Money loaned              $350,000
P.O. Box 817
Marsing, ID 83639

Robert C. Clauson             Money loaned              $300,000
1998 W. Idaho Blvd.
Emmett, ID 83617

Jack Helm                     Money loaned              $200,000
3897 W. Elm Road
Vale, OR 97918

Robert Smith                  Money loaned              $190,000
2505 E. Meadow Wood Ct.
Meridian, ID 83642

NEC Financial Services        Leased                    $169,172
300 Frank W. Burr Blvd.       communications
Teaneck, NJ 07666             equipment and
                              proceeds

Joe and Wilma Rinke           Money loaned              $165,000
1201 Fox Run Road
Homedale, ID 83628

Van H. Allen                  Money loaned              $100,000
1614 S. Loggers Pond Pl. #31
Boise, ID 83706

Joe and Wilma Rinke           Money loaned              $100,000
1201 Fox Run Road
Homedale, ID 83628

Rocky Mountain                                           $48,000
c/o Terry Copple
P.O. Box 1583
Boise, ID 83701

Finch Brown                   Equipment,                 $42,323
P.O. Box 7542                 Inventory, fixtures
Boise, ID 83707               & computer equipment

ADT Security Services                                    $32,213
909 South Latah
Boise, ID 83705

Cole Poe Architects           Notice only -              $22,153
519 W. Front St.              Debtor disputes
Boise, ID 83702               liability.  Debt of
                              $22,153 owed by
                              Mountain West
                              Realtors, LLC

Reed DeMordaunt               Judgment entered           $22,000
c/o Saetrum Law Offices       10/10/06 in Case
P.O. Box 7425                 No. CVOC0614267
Boise, ID 83707

American Express              Credit card                $21,506
c/o United Recovery Systems   purchases
P.O. Box 722929
Houston, TX 77272

Frontier Communications       Unpaid                     $18,833
c/o Jeffrey Wilson            communications
P.O. Box 1544                 bill for phone in
Boise, ID 83701               McCall, Idaho.
                              Judgment entered
                              10/2/06 in Case No.
                              CVOC0609383

Farmers & Merchants State     Credit line                $11,000
Bank
703 E. First Street
P.O. Box 738
Meridian, ID 83642


SONTRA MEDICAL: To Sell 6 Million Common Shares for $600,000
------------------------------------------------------------
Sontra Medical Corporation entered into a definitive common stock
and warrant purchase agreement with Sherbrooke Partners LLC and
certain members of the company's board of directors and management
team to issue 6,000,000 shares of common stock for $0.10 per share
and two-year warrants to purchase 1,500,000 shares of common stock
at an exercise price of $0.21 per share in exchange for $600,000.

The closing of the transaction is subject to several conditions,
including:

    (i) completion of delisting of the company's common stock from
        the NASDAQ Capital Market, expected to occur on
        Jan. 18, 2007;

   (ii) satisfactory completion by Sherbrooke Partners of due
        diligence of the company;

  (iii) participation in the financing by certain members of the
        management team and board of directors of the company; and

   (iv) other customary closing conditions.

The purchasers will own approximately two-thirds of the company's
outstanding common stock upon completion of the financing.  The
parties expect that the financing will close on or about
Jan. 18, 2007.

In connection with the transaction, Thomas W. Davison, PhD, acting
chief executive officer, resigned from all positions, including as
a member of the Board.  Harry G. Mitchell, acting chief financial
officer, will become the interim chief executive officer.

The company expects Walter Witoshkin, chief executive officer of
Quantrx Biomedical Corporation, will be elected to its Board upon
closing of the financing.

Michael Wigley, chairman of the Board, commented, "We are excited
that Sherbrooke Partners sees the strength of our technology and
that we have this opportunity to continue Sontra's business and to
remain focused on the development and on-going clinical
evaluations of our Symphony Continuous Transdermal Glucose
Monitor.  Harry G. Mitchell will lead the Sontra team to further
develop our technology, continue our clinical studies, and obtain
the necessary financing that we will require in the future.  
Sontra has developed an operating plan that should enable the
Company to continue operations for approximately one year with its
current cash and the amounts the Company expects to receive in
this financing."

Mr. Wigley, chairman and also the largest current stockholder,
along with other members of the Board and management will invest
approximately $120,000 in the financing transaction, as required
by Sherbrooke Partners as a closing condition.

The common stock and warrants to purchase common stock were
offered and will be issued solely to accredited investors in a
transaction that will be exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D of the Securities Act.

As reported in the Troubled Company Reporter on Dec. 29, 2006, the
company disclosed that it will cease operations because it has
been unable to raise additional capital.  Sontra previously said
that it had sufficient cash to continue operations until
Dec. 31, 2006.

In connection with Sontra's decision to cease operations, Sontra
has elected to voluntarily delist from the Nasdaq Capital Market.
The company has provided a voluntary delisting notice to the
Nasdaq Stock Market.

                       About Sontra Medical

Based in Franklin, Massachusetts, Sontra Medical Corporation
(Nasdaq: SONT) -- http://www.sontra.com/-- develops platform  
technology for transdermal science.  In addition, the company owns
technology for transdermal delivery of large molecule drugs and
vaccines.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2006-EQ2 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by EquiFirst Corporation originated
adjustable-rate and fixed-rate subprime residential mortgage
loans.  The ratings are based primarily on the credit quality of
the loans and on the protection against credit losses provided by
subordination, excess spread, overcollateralization, an interest
rate swap agreement, interest rate cap agreements, and mortgage
insurance provided by Mortgage Guaranty Insurance Corp.  After
taking into account the benefits of mortgage insurance, Moody's
expects collateral losses to range from 4.9% to 5.4%.

Ocwen Loan Servicing, LLC will service the securitized mortgage
loans and Wells Fargo Bank, N.A. will act as master servicer.
Moody's has assigned Ocwen Loan Servicing, LLC its servicer
quality rating of SQ2- as a primary servicer of subprime
residential mortgage loans.  Moody's has assigned Wells Fargo
Bank, N.A. its top servicer quality rating of SQ1 as a master
servicer of residential mortgage loans.

These are the rating actions:

   * Soundview Home Loan Trust 2006-EQ2

   * Asset-Backed Certificates, Series 2006-EQ2

                   Class A-1, Assigned Aaa
                   Class A-2, Assigned Aaa
                   Class A-3, Assigned Aaa
                   Class A-4, Assigned Aaa
                   Class M-1, Assigned Aa1
                   Class M-2, Assigned Aa2
                   Class M-3, Assigned Aa3
                   Class M-4, Assigned A1
                   Class M-5, Assigned A2
                   Class M-6, Assigned A3
                   Class M-7, Assigned Baa1
                   Class M-8, Assigned Baa2
                   Class M-9, Assigned Baa3
                   Class M-10,Assigned Ba1

The Class M-10 certificate was sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


SOUTHERN DATA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Southern Data Solutions, Inc.
        2029B Airport Boulevard Box 103
        Mobile, AL 36606

Bankruptcy Case No.: 07-10028

Chapter 11 Petition Date: January 4, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: C. Michael Smith, Esq.
                  Paul and Smith, P.C.
                  150 South Dearborn St.
                  Mobile, AL 36602
                  Tel: (251) 433-0588
                  Fax: (251) 433-0594

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Edwin Rivera                  Network Access            $124,509
2695 Edmund Drive             Royalty
Gulf Breeze, FL 32563         ($14,770) and loan
                              for working capital
                              and business
                              development
                              ($109,739)

PC Connection, Inc.           Computer equipment         $36,843
730 Milford Road
Merrimack, NH 03054

Quickware                     Qtern software             $33,945
2432 West Peoria Avenue       provider
Suite 1266
Phoenix, AZ 85029

Integrated Data Services      Programming                $21,671
                              contract labor

GMAC                          2002 Chevrolet C           $19,698
                              1500 Suburban
                              (black)
                              Secured Value:
                              $15,000

CompUSA, Inc.                 Contract labor:            $14,625
                              Technical services

GMAC                          2003 Saturn Vue             $8,989
                              Secured Value:
                              $8,000

DP Solutions                  Computer equipment          $8,643

AT&T Wireless                 Cellular telephone          $8,102

BellSouth Communication       Network routers             $7,520
Systems, Inc.

Stone, Granade & Crosby P.C.  Professional                $5,570
                              services: Legal

Comstor/Wescon                Computer equipment          $4,862

Capital One Bank              Revolving charge            $3,903
                              for computer
                              equipment

Merritt-Pearson Partnership   Office rent                 $3,160

Alltel                        Cellular telephone          $2,315

Southern Light LLC            Equipment hosting           $1,800

Office Depot                  Revolving charge            $1,779
                              for office supplies

Intermedia Communications     Data circuits               $1,687
Inc.

BP Oil                        Revolving charge            $1,495
                              for gasoline and
                              automotive
                              purchases

Joseph K. Necaise             Employee travel             $1,391
                              expenses


STRUCTURED ASSET: Fitch Places Class B5 Certs. on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed one class of Structured Asset Securities
Corp. residential mortgage-backed certificates on Rating Watch
Negative and affirmed 11 classes, as:

Series 2002-AL1:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2003-AL1:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB'; and,
   -- Class B4 affirmed at 'BB'.
   -- Class B5 rated 'B' is placed on Rating Watch Negative.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $527.9 million of certificates.  Then
negative rating action, affecting approximately $7.6 million of
outstanding certificates, reflects deterioration in the
relationship between CE and expected losses.

As of the December 2006 distribution date, series 2002-AL1 is 58
months seasoned, and series 2003-AL1 is 46 months seasoned.
Cumulative losses as a percent of the original collateral balance
are 0.73% and 2.87%, respectively.  All classes in series 2002-AL1
and classes A, B1, B2 and B3 in series 2003-AL1 have experienced
slight to moderate growth in CE since the closing date.  Classes
B4 and B5 of series 2003-AL1 have experienced a deterioration of
credit support due to higher-than-expected delinquencies and
losses.

Approximately 4.73% of the pool is more than 60 days delinquent.
Monthly losses have averaged approximately $495 thousand for the
past six months.  Class B4 currently has 6.18% of credit support
remaining.  Class B5 currently has 2.66% of credit support
remaining.  Fitch will continue to closely monitor these
transactions.

The pool factor is 42% for series 2002-AL1 and 49% for series
2003-AL1.

The underlying collateral consists of fully amortizing, fixed-
rate, first and junior lien disaster home loans.  The mortgage
loans were originated by the U.S. Small Business Administration to
borrowers who incurred losses in a federally recognized disaster.  
The mortgage loans are master serviced by Aurora Loan Services,
Inc., which is rated 'RMS1-' by Fitch.


TECHNICAL OLYMPIC: Shareholder Class Action Filed in S.D. Fla.
--------------------------------------------------------------
The law firm of Schiffrin Barroway Topaz & Kessler LLP has given
notice that a class action lawsuit was filed in the U.S. District
Court for the Southern District of Florida on behalf of all
securities purchasers of Technical Olympic USA Inc. from Aug. 1,
2005, through Nov. 6, 2006, inclusive.

Shareholders of the company may contact Schiffrin Barroway Topaz &
Kessler, LLP (Darren J. Check, Esq. or Richard A. Maniskas, Esq.)
toll-free at 1-888-299-7706 or 1-610-667-7706.

The complaint charges TOUSA and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.  
More specifically, the complaint alleges that the company failed
to disclose and misrepresented the following material adverse
facts, which were known to defendants or recklessly disregarded by
them.  The complaint alleges that, throughout the Class Period,
defendants failed to disclose:

   (1) that the company's debt related to its joint venture
       involving Transeastern Properties, Inc. was not "non-
       recourse" debt;

   (2) as such, the company would be liable for full repayment of
       its Transeastern Joint Venture debt upon the occurrence of
       certain triggering events, including a declaration of
       bankruptcy by the joint venture;

   (3) that, due to a severe slowdown in the housing market, the
       Transeastern Joint Venture was experiencing significant
       losses and would be unable to meet its projections; and

   (4) that, as a consequence of the foregoing, the company would
       likely lose its investment in the Transeastern Joint
       Venture, including any loans or receivables owed to it.

On June 5, 2006, before the market opened, TOUSA disclosed that
the company's second quarter net sales had been negatively
impacted due to decreased demand.  On this news, shares of TOUSA
stock fell $1.61 per share, or 8.9%, to close, on June 5, 2006, at
$16.48 per share.  TOUSA shares continued to fall the next day,
shedding an additional $1.30 per share, or 7.9%, to close, on
June 6, 2006, at $15.18 per share.

On Sept. 27, 2006, while the market was open, TOUSA declared that
the company had met with the lenders to the Transeastern Joint
Venture to update them on the financial position of the joint
venture and the Florida housing market conditions.  TOUSA also
reported that the Florida housing market had severely slowed,
which "negatively impacted the joint venture's ability to meet its
projections."  On this news, shares of TOUSA's stock sank $1.47,
or 12.1%, to close, on Sept. 27, 2006, at $10.71, on heavy trading
volume.

On Nov. 6, 2006, after the market closed, the company shocked
investors when it revealed in a Form 8-K filed with the SEC that a
declaration of bankruptcy by the Transeastern Joint Venture would
trigger the Company's obligation to repay its debts related to the
joint venture in full.  On this news, shares of the company's
stock plunged an additional $3.79, or 35.1%, to close, on Nov. 7,
2006, at $7.00, on unusually heavy trading volume.

Plaintiff seeks to recover damages on behalf of class members and
is represented by the law firm of Schiffrin Barroway Topaz &
Kessler which prosecutes class actions in both state and federal
courts throughout the country.

Members of the class may, not later than Feb. 12, 2007, move the
Court to serve as lead plaintiff of the class.

             About Schiffrin Barroway Topaz & Kessler

Schiffrin Barroway Topaz & Kessler -- http://www.sbtklaw.com/--  
is a driving force behind corporate governance reform, and has
recovered billions of dollars on behalf of institutional and
individual investors from the United States and around the world.

                           About TOUSA

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
(NYSE:TOA) -- http://www.tousa.com/-- is a homebuilder in the
United States, operating in various metropolitan markets in 10
states located in four major geographic regions: Florida, the Mid-
Atlantic, Texas, and the West.  TOUSA designs, builds, and markets
high-quality detached single-family residences, town homes, and
condominiums to a diverse group of homebuyers, such as "first-
time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title, Inc.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Moody's Investors Service downgraded all of the ratings of
Technical Olympic USA, Inc., including its corporate family rating
to B1 from Ba3, senior unsecured notes to B2 from Ba3 and its
senior subordinated notes to B3 from B2.

At the same time, Moody's lowered the Loss-Given Default
assessment and rate on the senior unsecured notes to LGD4, 58%
from LGD4, 53%, and on the subordinated notes to LGD5, 88% from
LGD5, 87%.  The ratings remain on review for downgrade, an action
that was commenced on Sept. 27, 2006.


TERASEN INC: S&P Pares Corporate Credit Rating to BB- from BBB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Terasen Inc. to 'BB-' from 'BBB' after the downgrade of
its parent, Houston, Texas-based Kinder Morgan Inc., to 'BB-' from
'BBB'.

At the same time, the senior unsecured debt rating on Terasen was
lowered to 'BB-' from 'BBB-', and the subordinated debt rating to
'B-' from 'BB+'. The ratings on Terasen were removed from
CreditWatch, where they were placed May 30, 2006.

The outlook is stable.

The ratings on Terasen Gas Inc. remain on CreditWatch with
negative implications, where they were placed May 30, 2006.  TGI
has about CDN$1.5 billion of total debt outstanding.

"The corporate credit rating on Terasen was equalized with the
rating on KMI, reflecting Standard & Poor's consolidated rating
methodology," said Standard & Poor's credit analyst Joe Morin.

"The ratings on TGI remain on CreditWatch with negative
implications pending final review of the degree of regulatory
insulation afforded TGI.  Our view that the ratings on TGI will
remain in the investment-grade category is unchanged; as such, the
rating on TGI will either be lowered one notch or affirmed at the
current level," Mr. Morin added.

By separating the corporate credit ratings on TGI and parent KMI,
Standard & Poor's acknowledges the wide differential in the stand-
alone credit profiles of the parent and its subsidiary.

Standard & Poor's believes that a strong degree of insulation is
provided by the British Columbia Utilities Commission at this
rating level and that, in general, regulators are more likely to
intercede to prevent credit deterioration below the investment-
grade level.

Standard & Poor's has concluded that TGI will remain in the 'BBB'
category, as S&P believes that the utility's credit profile would
be unlikely to suffer significant deterioration from the parent's
activities.  The separation is substantiated by management actions
that have been consistent with maintaining the utility's
investment-grade credit quality during the time KMI has controlled
TGI.  

More importantly, explicit conditions established in BCUC's order
approving KMI's purchase help support investment-grade ratings.
The specific conditions that help insulate the utility from KMI
include an obligation to maintain a minimum common equity in its
capital structure, a requirement for BCUC approval of dividends
under certain circumstances, and restrictions on financial and
other transactions between the utility and KMI. The stable outlook
on Terasen reflects the outlook on parent KMI. KMI is projected to
rapidly deleverage its balance sheet in the next three years in
order to reach financial metrics that correspond to the ratings.

Standard & Poor's considers the deleveraging plan to be achievable
through a combination of asset sales, partial sales of equity
interests in major subsidiaries, and commitments by KMI
shareholders to back up the plan with new equity if the timing or
realization of sale proceeds fall short of projections.  Any
meaningful delays in debt reduction or the emergence of
fundamental problems in the business prospects of either KMI or
Kinder Morgan Energy Partners L.P., could imperil the outlook or
ratings on KMI.


TOWER AUTOMOTIVE: Court Okays Increased Equity Investors Payments
-----------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York authorizes Tower Automotive Inc.
and its debtor-affiliates to increase the payments permitted by
the Diligence Payment Order up to an aggregate of $2,000,000 to
induce Prospective Equity Investors and Prospective Lenders to
complete the due-diligence necessary to confirm the terms of an
Equity Raise or DIP Facility refinancing.

The Debtors may pay amounts in excess of the Increased Due-
Diligence Amount with either consent of the Creditors Committee
or further Court ruling after notice and a hearing.  If the
Debtors exceed the Increased Due-Diligence Amount, they will file
a notice stating the new expenditure amount.

The Debtors will give the Creditors Committee five days advance
notice of any disbursement of the Increased Due-Diligence Amount.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
reminded the Court that the Debtors have spent the past several
months formulating, negotiating and drafting their proposed
Chapter 11 Plan.  As part of their Plan, the Debtors will likely
need a substantial equity investment, possibly raised through a
rights offering, to emerge from bankruptcy.

The Debtors are in discussions with numerous parties who may be
willing to underwrite, or "backstop" a rights offering as well as
parties who may be willing to provide other forms of equity
investments, Mr. Cieri related.

As previously reported, the Debtors sought and obtained a Court
order authorizing them due diligence payments to prospective
equity investors in the aggregate amount not to exceed
$1,000,000.

Mr. Cieri noted that since the Diligence Payment Order was
entered, several parties have performed substantial due diligence
and have incurred significant fees in connection with it.  Most
significantly, the Debtors have participated in active and
intense negotiations with a group of their current senior
bondholders with respect to a commitment letter and term sheet
for a backstop to the Equity Raise.

Given that the Equity Raise currently contemplated by the Debtors
is in the range of hundreds of millions of dollars, Mr. Cieri
continued, the diligence parties must perform to evaluate whether
the investment is substantial.  Accordingly, the diligence fees
incurred by these Prospective Equity Investors are collectively
reaching the $1,000,000 cap provided for in the Diligence Payment
Order.

Furthermore, since the Debtors' postpetition credit facility will
expire on Feb. 2, 2007, they have begun negotiations with their
existing lenders to extend or refinance the DIP Facility, Mr.
Cieri noted.  The DIP Lenders are beginning the necessary due
diligence in connection with the negotiations.  Moreover, the
Debtors are commencing discussions with other parties who could
refinance the DIP Facility.

According to Mr. Cieri, the Debtors have given the Official
Committee of Unsecured Creditors a notice of all invoices
received, and they have received no objection to the
reimbursement requests.  The Debtors propose giving the Creditors
Committee five days advance notice of any disbursements by the
Debtors of any portion of the Increased Due-Diligence Amount.

The Debtors believe that:

    (a) the request is necessary to attract the participation of
        the Prospective Equity Investors and Prospective Lenders;

    (b) by obtaining the authority to advance funds to Prospective
        Equity Investors and Prospective Lenders, in the Debtors'
        discretion, multiple parties may proceed with due
        diligence efforts on a parallel and competitive basis,
        which will result in financing commitments on the best
        possible terms and conditions;

    (c) An increase in the payment cap to $2,000,000, in the
        aggregate, to the Prospective Equity Investors and
        Prospective Lenders is consistent with amounts normally
        demanded in the marketplace.

                  Creditors Committee's Objection

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, asserted that the request exposes what the Creditors
Committee has come to believe is an inherent flaw in the Debtors'
search for, and negotiations with, Prospective Equity Investors:
the absence of a level playing field and competitive process to
ensure that the Debtors obtain financing on the best possible
terms and conditions for their estates.

Mr. Dizengoff noted that unlike the Debtors' first request for
the initial fee reimbursement, the current request is devoid of
description as to what efforts the Debtors have taken, if any, to
make the process competitive and to explore all possible
financing, sale or other business combination options, including
the Equity Raise.  Rather, the request merely pays lip service to
"multiple parties proceed[ing] with due-diligence efforts on a
parallel and competitive basis."

Additionally, the Debtors concede that instead of negotiating
with "numerous" or "multiple" parties, they have focused their
negotiations on one group of senior bondholders who have already
incurred diligence fees that exceed the $1,000,000 cap authorized
by the Diligence Payment Order.  Mr. Dizengoff said the Creditors
Committee is concerned that the request by the Debtors for the
Increased Due-Diligence Amount will only inure to the further
benefit of the Bondholder Group, and will be used essentially to
tide them over until a request seeking authorization to enter
into a binding commitment is filed.

The Creditors Committee believed that the request should only be
granted with the express limitation that the Increased Due-
Diligence Amount may not be used to reimburse other fees incurred
by the Bondholder Group -- a limitation that is essential to
providing additional Potential Equity Investors with an
opportunity to conduct comparable levels of due diligence and
then submit a competing offer or proposal to the Debtors.  The
fact that one group has already incurred $1,000,000 in due-
diligence fees only serves to underscore this point, Mr.
Dizengoff told Judge Gropper.

With respect to the Debtors' request to use a portion of the
Increased Due-Diligence Amount to reimburse the fees of
Prospective Lenders, the Creditors Committee noted that before
the DIP Facility amendments that the Court approved in October
2006, the Committee took the position with the Debtors that they
should actively seek to extend or refinance their DIP Facility at
that juncture.  The Committee believed that success in the
Debtors' belated extension or refinancing negotiations can only
enhance their ability to attract the best possible offer from
Prospective Equity Investors, and provide parties-in-interest
with much-needed breathing room to negotiate and reach consensus
on a reorganization structure.

Accordingly, the Creditors Committee asked the Court to prohibit
the Debtors' use of the Increased Due-Diligence Amount to
reimburse:

    (a) the fees incurred by the Bondholder Group; and
    (b) the fees of the DIP Lenders.

                       Debtors Answer Back

Mr. Cieri asserted that the Debtors have been providing the
Creditors Committee with frequent updates regarding the status of
negotiations relating to the Equity Raise, including information
regarding which parties were performing due diligence.  Pursuant
to the Diligence Payment Order, the Debtors have timely provided
the Creditors Committee with copies of all the invoices they have
received, and as of Dec. 19, 2006, the Committee has not objected
to payment of any of the invoices.

"While the Debtors acknowledge that the diligence costs incurred
by the Initial Committee Purchasers are substantial, the Debtors
note that, as existing bondholders, the Initial Committed
Purchasers already possessed significant knowledge regarding the
Debtors prior to the beginning of their diligence process,"
Mr. Cieri told Judge Gropper.  "Accordingly, any party performing
due diligence on the Debtors 'from scratch' would likely incur
more due diligence expense."

To ensure that that other parties have a fair opportunity to
participate in the due diligence process so that it will result
in the best terms and conditions possible for the Equity Raise,
the Debtors must have sufficient authority to reimburse additional
parties for their due diligence, Mr. Cieri explained.  He further
asserts that the Diligence Payment Order does not contemplate any
of those payments to Prospective Lenders.

Contemporaneously with the filing of this reply, the Debtors have
filed a request seeking approval to incur certain indemnification
obligations, and pay certain fees to a group of their existing
bondholders, Mr. Cieri said.  The commitment letter and term sheet
-- both contained in the request -- outline the terms and
conditions under which the Initial Committed Purchasers have
agreed to backstop a $250,000,000 rights offering to fund a
Reorganization Plan.

Mr. Cieri assured that if the Court grants the Debtors' request,
the Debtors would continue to provide the Creditors Committee
with copies of invoices before payment, and the Committee would
still have five days to object to any payments.

The Debtors submit that:

    * The remaining issues raised by the Creditors Committee are
      not before the Court; and

    * The fees permitted to be paid under the Diligence Payment
      Order have been a productive use of estate resources as they
      have yielded the Commitment Letter and Term Sheet.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Wants to Employ Pay Foley & Lardner as an OCP
---------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to enter a
ruling supplementing the retention and employment of Foley &
Lardner LLP as their special labor negotiation counsel under
Section 327(e) of the Bankruptcy Code, by permitting the
submission of Excess Ordinary Course Professional Fees to the
Court and other parties-in-interest for approval, despite the
Monthly Fee Cap imposed by the OCP Order.

At this time, the Debtors do not ask the Court that Foley be
permitted to exceed the OCP Order's aggregate case cap of
$450,000 for OCP Work.  The scope of Foley's services will be the
same as previously authorized in the Employment Order.

Following the Court's approval of the Debtors' application to
employ Foley & Lardner LLP, as their special labor negotiation
counsel, the Debtors asked Foley to provide additional services
for matters arising in the ordinary course of the Debtors'
businesses.

Consequently, the Debtors notified the Court and other parties-
in-interest of their intent to employ and compensate Foley as an
"ordinary course professional," within the meaning of the Court's
March 16, 2005, Order authorizing the employment of ordinary
course professionals.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
notes that since their bankruptcy filing, the Debtors' needs for
Foley's issuance on matters arising in the ordinary course of
their businesses have increased.  The Debtors' management
believes that the attorneys at Foley are well-qualified to act on
the Debtors' behalf given their extensive knowledge and expertise
in the specific fields in which they are employed.

Following expiration of the notice period, contemplated by the
OCP Order, in April 2006, Foley was employed, and continues to be
compensated, as an ordinary course professional for "certain
labor and employment and other commercial matters that arise in
the ordinary course of the Debtors' businesses."

The OCP Order provides that the Debtors' payment of the fees,
excluding costs and disbursements, to each of the professionals
will not exceed (a) $25,000 per month, and (b) $450,000, in the
aggregate, over the course of the Debtors' reorganization cases.
Any payments in excess of the fee caps will not be made by the
Debtors without prior authority from the Court.

Mr. Sathy relates that for the month of October 2006, and
possibly November as well, Foley has exceeded the Monthly Fee Cap
by approximately $17,000, largely as a result of services
provided for a recent U.S. Equal Employment Opportunity
Commission investigation involving the Debtors.  Foley will have
to request payment of the first $25,000 of the October and
possibly November bills in accordance with the OCP Order.

The Debtors submit that Foley does not hold or represent any
interest adverse to the Debtors or their estates with respect to
the matters for which Foley is to be employed.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TYRINGHAM HOLDINGS: Disclosure Statement Hearing Set for Jan. 24
----------------------------------------------------------------
The Honorable Douglas O. Tice, Jr., of the U.S. Bankruptcy Court
for the Eastern District of Virginia will convene a hearing at
12:30 p.m., on Jan. 24, 2007, at Judge Tice's Courtroom, 1100 East
Main Street, Room 335 in Richmond, Va., to consider approval of
the Disclosure Statement explaining Tyringham Holdings Inc.'s
Chapter 11 Plan of Reorganization.

                       Overview of the Plan

The Debtor's Plan provides for the liquidation of its assets for
the benefit of creditors.  The Official Committee of Unsecured
Creditors will select a Trustee that will take control of the
liquidation of these assets.  The Trustee will establish a
separate fund, which will contain the sale proceeds deposit.

                       Treatment of Claims

Professional Fee Claims will be paid in full under the Plan.  
However, claims by the Official Committee of Unsecured Creditors
or advisors arising out on and after Oct. 4, 2006, will be
deducted from the creditors' trust.

Bank of America's secured claim will receive an amount equal to
the outstanding principal, interest, fees, and charges under the
DIP financing agreement.  BofA will also receive cash, equal to
the allowed amount of its collateral from Tyringham Holdings Inc.  
On Oct. 11, 2006, the Debtor paid $10,773,915 to BofA from the
sale proceeds.  Thereafter, Tyringham Investments paid $4,496,325
guaranty to BofA.

Investments Secured Loan Claim of Tyringham Investments, totaling
$4.68 million, secured by a second priority lien on all of the
Debtor's assets, will be paid equal to the outstanding principal
under the loan.

Holders of Miscellaneous Secured Claims will be treated as
general unsecured claim.  General Unsecured Claims will receive
a pro-rata distribution from the proceeds of avoidance actions.  
In addition, General Unsecured Claims will be paid between 7%
and 12% from the claim approximately totaling $9,000,000.

Holders of Other Priority Claims against the Debtor will be paid
equal to the allowed claim by the Debtor or the creditor's
trustee.

Holders of Administrative Convenience Claims will be paid a
one-time distribution equal to 25% of the allowed amount of the
claim or $250.

Holders of Equity Interests will get nothing and will be cancelled
under the Plan.

A full-text copy of Tyringham Holdings Inc.'s Disclosure Statement
is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070108011140

                      About Tyringham Holdings

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


UNITED HOUSING: Case Summary & 41 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: United Housing II, LLC
             4001 Presidential Parkway, Suite 1506
             Atlanta, GA 30340

Bankruptcy Case No.: 06-77025

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Zohouri Group Mustang Island, L.P.      06-77027
      Zohouri Group South Padre, L.P.         06-77028

Chapter 11 Petition Date: December 31, 2006

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtors' Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm, Suite 200
                  6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. United Housing II, LLC's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
DeKalb County Tax Commission       2006 Property          $11,015
P.O. Box 10004                     Taxes
Decatur, GA 30031

B. Zohouri Group Mustang Island, L.P.'s 20 Largest Unsecured
   Creditors:

   Entity                           Claim Amount
   ------                           ------------
Nueces County Tax Assessor              $511,850
901 Leopard, Room 301
Corpus Christi, TX 78401

FDZ's                                   $153,248
500 Chicon
Austin, TX 78702

Morris Architects                       $124,584
1001 Fannis, Suite 300
First City Power
Houston, TX 77002

SWA                                      $90,415
P.O. Box 5904
Sausalito, CA 94966

Haynes Boone                             $91,213
901 Main Street, Suite 3100
Dallas, TX 75202

Chase Collaborative                      $24,029

Watershed                                $22,450

Langley & Banack                         $21,751

LG Consulting                            $19,712

Mattox, Terrell & Associates             $18,667

Kreps De Maria                           $15,450

Universal Engineering                    $12,080

ERIS                                     $11,700

Urbas Engineering                        $10,542

Jose Lora                                 $6,037

Holdar Engineering                        $4,345

Browning Bushman P.C.                     $2,457

AFA Systems                               $1,092

Verizon                                     $442

Corpus Christi Association                  $178

C. Zohouri Group South Padre, L.P.'s 20 Largest Unsecured
   Creditors:

   Entity                           Claim Amount
   ------                           ------------
Lyda Swinerton                          $188,517
55 Waugh Drive, Suite 1200
Houston, TX 77007

FD2's                                   $150,248
500 Chico
Austin, TX 78702

Naismith Engineering                    $127,589
4561 Gollihar Road
Corpus Christi, TX 78411

Morris Architects First City            $123,340
1001 Fannis, Suite 300
Houston, TX 77002

SWA                                      $90,825
P.O. Box 5904
Sausalito, CA 94966

John Thobe                               $51,284

Reiss Environmental Consulting           $25,168

Haynes Boone                             $23,282

LG Consulting                            $19,712

Kreps De Maria                           $15,461

Decorative Center Houston                $10,191

David Dearing, Esq.                      $10,103

Jose Lora                                 $6,011

Tony Yzaquirre, Jr.                       $4,735

Chase Collaborative                       $2,003

Manifest Funding Services                 $1,465

Integrus Insurance                        $1,273

MBM Financial Interests, L.P.             $1,238

Inter-Tel                                 $1,250

Browning Bushman, P.C.                    $1,346


US MORTGAGE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: US Mortgage
        5825 West Sahara Avenue
        Las Vegas, NV 89102

Bankruptcy Case No.: 06-13977

Type of Business:

Chapter 11 Petition Date: December 20, 2006

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Terry V. Leavitt, Esq.
                  601 South 6TH Street
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. Bank                                             $3,619,955
P.O. Box 790401
Saint Louis, MO 63179-0401

Wells Fargo Bank Minnesota                            $2,200,000
9062 Old Annapolis
Columbia, MD 21405-1951

Gross Family Trust                                      $348,810
2031 Bannie Avenue
Las Vegas, NV 89102

Licking Family Trust                                    $254,875
3940 Gresham Street 122
San Diego, CA 92109

New York Life                                           $183,368

Gordon and Silver Ltd.                                  $114,119  

Pitney Bowes                                             $16,100

First American Real Estate                                $9,850

Deaner and Deaner                                         $8,588

Michael K. Levy, Esq., P.C.                               $8,100

First American Food Services                              $7,641

Pitney Bowes                  Equipment                   $3,764

System Supply Inc.                                        $3,025

Wells Fargo                                               $1,600

Horizon Business Systems                                  $1,573

Insight                                                   $1,265

Eastman Kodak Company                                     $1,171


VICTORIA INGENIERO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Victoria Ingeniero
        aka Victoria Sigrist
        dba Engie's Convenience Mart
        4500 Robert Way
        Richmond, CA 94803

Bankruptcy Case No.: 06-42512

Chapter 11 Petition Date: December 22, 2006

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


WALTER BEARD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Walter Beard
        2208 Purple Majesty Court
        Las Vegas, NV 89117

Bankruptcy Case No.: 06-14055

Chapter 11 Petition Date: December 28, 2006

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Rodney K. Okano, Esq.
                  Law Office of Rodney K. Okano
                  4180 South Rainbow Boulevard, #804
                  Las Vegas, NV 89103
                  Tel: (702) 566-3600
                  Fax: (702) 564-8200

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Servicing Co.        Conventional Real         $665,600
7485 New Horizon Way          Estate Mortgage
Frederick, MD 21703

Graystone Mortgage            Mortgage                  $316,654
324 Commercial Street
Manchester, NH 03101

Saxon Mortgage Service        Conventional Real         $208,521
4708 Mercantile Drive North   Estate Mortgage
Fort Worth, TX 76137

Amex                          Credit card                 $8,237

American Express              Credit card                 $7,321

Rai/Brendan Diamonds          Charge account              $2,790

Brendan Diamonds              Credit card                 $2,729

Taylor Association            Association fees            $2,440
Management

New Millennium Bank           Credit card                 $1,693

Tangerine Express, Inx        Credit                      $1,637

New Millennium Bank           Credit card                 $1,129

Consolidated Ventures, Inc.   Long distance                 $815
                              service

SKO Brenner American          ADT Security                  $687
                              Services, Inc.

First Premier Bank            Credit card                   $582

Union Bank                    Check, Credit or              $477
                              Line of Credit

Direct TV                     Service                       $360

Allied Coll                   Med102 Radiology              $328
                              Assoc NV Pb

City of Las Vegas             Sewer services                $262
Dept. of Finance &
Business Service

Nevada Professional Co.       Collection Resort             $234
                              Coronado Ranch

EMBARQ                        Phone service                 $196


WASTEQUIP INC: Moody's Places Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Wastequip Inc.  

Additionally, Moody's assigned a Ba3 rating to the company's
proposed $381 million senior secured credit facility.  Moody's has
not rated the Company's $200 million senior subordinated loan and
a $40 million Holdco senior PIK loan.

The rating outlook is stable.

The ratings are subject to review of the final financing
documentation.

Ratings Assigned:

   -- Corporate family rating, B2;

   -- Probability of default rating, B2;

   -- $50 million senior secured revolving credit facility due
      2012, Ba3, LGD3, 30.2%; and,

   -- $331 million senior secured first lien term loan due 2013,
      Ba3, LGD3, 30.2%.

Outlook is stable.

Odyssey Investment Partners, LLC agreed to acquire Wastequip from
DLJ Merchant Banking Partners LLC for $611 million which
represents a 7.9 times multiple of the Company's Pro Forma
Adjusted EBITDA of $77.4 million for the trailing twelve months
ended Dec. 31, 2006.  Odyssey intends to finance the acquisition
with the abovementioned credit facility, senior subordinated loan,
Holdco loan and a $145 million equity contribution.

Wastequip's ratings reflect high pro forma leverage at closing,
modest cash flow generation relative to debt levels and the
operational and financial risks associated with its acquisitive
growth strategy.

On the other hand, the ratings are supported by Wastequip's unique
competitive position as the only supplier with a national
footprint in a fragmented waste equipment industry, its track
record of relatively stable financial results through the economic
cycle and its long-standing relationships with a diverse base of
national, regional and local waste haulers.

The stable outlook reflects Moody's expectation of solid organic
revenue growth and strong operating margins.  Moody's believes
that demand for the Company's products should remain strong
supported by increased spending by the larger haulers coupled with
the positive outlook for non-residential fixed investment and
durable goods shipments.

Wastequip, based in Cleveland, Ohio, is a leading manufacturer of
non-mobile equipment used to collect, process and transport waste
materials.  Pro forma for recent acquisitions, revenues for the
fiscal year ended Dec. 31, 2006, totaled approximately
$523 million.


WEIGHT WATCHERS: S&P Holds Corporate Credit Rating at BB
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating for New York, New York-based commercial weight-loss
service provider Weight Watchers International Inc.

At the same time, all WWI ratings were removed from CreditWatch,
where they were placed with negative implications on
Dec. 20, 2006, reflecting WWI's increasingly aggressive financial
policy after the company's disclosure that it plans to launch a
"modified Dutch auction" self-tender offer for up to 8.3 million
shares of its common stock at a price range between $47.00 and
$54.00 per share.

At the same time, Standard & Poor's assigned its 'BB' rating to
the company's proposed $700 million term loan A-1 and
$500 million term loan B, with a recovery rating of '2',
indicating the expectation for substantial recovery of principal
in the event of a payment default.

Standard & Poor's also lowered the existing bank loan ratings on
WWI's $350 million term loan A and $500 million revolving credit
facility to 'BB' from 'BB+' and the recovery rating on these
facilities to '2' from '1'.

The rating outlook is negative.

Proceeds from the new $1.2 billion of term loans will be used to
finance the tender offer and to repay outstanding debt at wholly
owned subsidiary WeightWatchers.com.  Artal Luxembourg S.A., WWI's
majority shareholder, plans to retain its 55.2% pro rata share of
common stock outstanding following the completion of the Dutch
auction repurchase.  WWI intends to repay the outstanding balance
of WW.com's senior secured credit facilities, which consist of a
$170 million first-lien term loan and a $45 million second-lien
term loan.

Standard & Poor's expects all ratings on WW.com to be withdrawn
upon the completion of the planned refinancing of its existing
senior secured debt.


WILLIAM LEACH: Case Summary & 41 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: William H. Leach Enterprises, Inc.
             3642 Apache Street Northwest
             P.O. Box 830
             Uniontown, OH 44685

Bankruptcy Case No.: 06-62712

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Hartville Redi-Mix, Inc.                   06-62713
      Leach Trucking & Disposal Services, Inc.   06-62714
      W.H.L. Leasing, Inc.                       06-62715

Chapter 11 Petition Date: December 29, 2006

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtors' Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue, Northwest Suite 625
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713

                              Estimated Assets     Estimated Debts
                              ----------------     ---------------
William H. Leach              Less than $10,000    $1 Million to
  Enterprises, Inc.                                $100 Million

Hartville Redi-Mix, Inc.      Less than $10,000    $1 Million to
                                                   $100 Million

Leach Trucking & Disposal     Less than $10,000    $1 Million to
  Services, Inc.                                   $100 Million

W.H.L. Leasing, Inc.          Less than $10,000    $1 Million to
                                                   $100 Million

A. William H. Leach Enterprises, Inc.'s Two Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Alpine Design                                        $250,000
   10689 Cleveland Avenue Northwest
   Uniontown, OH 44685

   Swallen, Lawhun & Co.                                  $3,525
   1201 30th Street Northwest
   Canton, OH 44709


B. Hartville Redi-Mix, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   St. Mary's Cement                                    $538,962
   933 Dearborn Street
   Detroit, MI 48209

   Hilltop Aggregate Inc                                $154,283
   1124 Randolph Road
   Mogadore, OH 44260

   Akron-Canton Waste Oil                               $102,666
   2090 May Road
   Mogadore, OH 44260

   Mcintosh Oil Co                                       $54,970

   Massillon Materials Inc                               $35,081

   Heiser Sand & Gravel                                  $31,014

   Bureau Of Workers Compensation                        $20,862

   Belden Brick Co.                                      $20,840

   Excel Cement Technologies                             $20,839

   Durand Forms Inc.                                     $16,305

   Pauli Electric, Inc.                                  $15,597

   Schory Cement Products                                $14,516

   National Lime & Stone                                 $10,549

   Chas Svec Block Inc                                    $9,485

   Swallen Lawhun & Company                               $8,800

   Ameri Gas                                              $8,212

   Ziegler Tire                                           $8,059

   Degussa Admixtures, Inc.                               $7,601

   Hanson Aggregates Midwest                              $6,990

   Canton Aggregate                                       $6,436


C. Leach Trucking & Disposal Services, Inc.'s 19 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   McIntosh Oil Co                                       $13,178
   Rear 2973 Harrisburg Road, Northeast
   Canton, OH 44705

   National Lime & Stone Company                          $9,931
   551 Lake Cascade Parkway
   Findlay, OH 45839

   Wingfoot Commercial Tire Systems                       $7,699
   1266 Starlight Drive
   Akron, OH 44306

   Ziegler Tire-Canton                                    $7,026

   Rupp Construction, Inc.                                $5,577

   Lynn Truck Parts & Service Center, Inc.                $4,168

   Hanson Aggregates Midwest Inc                          $2,270

   J&J Ringer, Inc.                                       $2,000

   Ohio Edison                                            $1,804

   Tarpco Inc                                             $1,801

   Acuity                                                 $1,176

   Transportation Management Consultants                  $1,130

   Stark C&D Disposal, Inc.                               $1,000

   Hartville Hardware Inc                                   $946

   Speedway Superamerica LLC                                $836

   Harsco Multiserv                                         $766

   B & S Properites                                         $750

   Portable Crushing                                        $726

   Sam Winer Motors Inc                                     $720


WINNING EDGE: Posts $668,468 Net Loss in Quarter Ended October 31
-----------------------------------------------------------------
Winning Edge International Inc. reported a $668,468 net loss on
$2 million of total revenues for the quarter ended Oct. 31, 2006,
compared with a $462,848 net loss on $1.8 million of revenues for
the same period in 2005.

The increase in revenue resulted from increases in revenues from
sports handicapping services and advertising.  Sports handicapping
services revenues increased to $1.6 million from $1.4 million in
the previous quarter.  This increase was primarily the result of
improved utilization of the company's database and lead sources
along with improved training and management of the company's
account representatives.  Advertising revenues increased to
$353,486 from $347,250 in the previous quarter due to the addition
of new sponsors for the company's media properties.

The increase in net loss is mainly due to higher operating and
interest expenses in the current quarter, which more than offset
the increase in total revenues.

At Oct. 31, 2006, the company's balance sheet showed $1.3 million
in total assets and $2.9 million in total liabilities, resulting
in a $1.6 million total stockholders' deficit.

The company's balance sheet at Oct. 31, 2006, also showed strained
liquidity with $1.1 million in total current assets available to
pay $2.8 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?181c

                        Going Concern Doubt

Moore Stephens P.C., in Cranford, New Jersey, expressed
substantial doubt about Winning Edge International Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the year ended July 31, 2006.  The
auditing firm pointed to the company's losses from operations,
working capital deficiency and accumulated deficit.

                       About Winning Edge

Headquartered in Las Vegas, Nevada, Winning Edge International
Inc. (OTC: WNED) primarily develops, produces and markets sports
handicapping analysis and information via television, radio and
the internet.  Majority of sales is related to football and
basketball handicapping.


* David Sweet's 3-Attorney Team Joins Buchanan Ingersoll & Rooney
-----------------------------------------------------------------
Buchanan Ingersoll & Rooney PC disclosed that a three-attorney
team led by shareholder David Sweet has joined the firm in its
Harrisburg office.  Accompanying Mr. Sweet, are shareholder Donna
Kreiser and counsel Eloise Frazier, both Republicans, worked for
former Pennsylvania Governor Tom Ridge and have significant
governmental experience.

All three attorneys join the firm from Pepper Hamilton.

"While their practice is in a market where we've seen recent
growth, it's clear that the addition of this outstanding group
will benefit all of our offices in the commonwealth of
Pennsylvania.  These extremely talented individuals expand our
existing government relations and public finance practices, and
that growth is in line with the strategic goals we've established
on a firmwide basis.  We know this will allow us to serve all our
clients even better."

John Quain, co-head of Buchanan's Harrisburg office and former
chairman of the Pennsylvania Public Utility Commission, indicated
that the firm anticipated demand for the services the three
attorneys have to offer in the region.  "Harrisburg continues to
be a focal point for growth at Buchanan.  We have two centers of
practice here - a law center and a government relations center -
that allow us room to literally grow and develop our practices."

                         About David Sweet

David Sweet is a shareholder in the Harrisburg office of Buchanan
Ingersoll & Rooney PC and is a member of the firm's State
Government Relations Section.  He focuses on administrative and
regulatory matters, legislative advocacy and public finance.

He is a former member of the Pennsylvania House of Representatives
(D-Washington County) from 1977 to 1988 and campaign manager of Ed
Rendell's successful run for Pennsylvania governor in 2002.  He
was chairman of the House Local Government Committee for the 1987-
1988 legislative session.

In 1993 to 1994, Mr. Sweet chaired Pennsylvania Gov. Casey's
Commission on Corrections Planning and the Pennsylvania Chamber of
Business and Industry's State Government Committee.  In 1991, he
received the County Commissioners Association of Pennsylvania's
"Friend of County Government Commendation,"  He also has received
awards from the Pennsylvania League of Cities, the Commission on
Crime and Delinquency, the Economic Development Association and
the Southwestern Pennsylvania Regional Planning Commission.

Mr. Sweet serves on the board of trustees of the University of
Pennsylvania, and is vice chair of the board of Pennsylvania
Partnerships for Children.  He is a member of the American,
Pennsylvania and Washington County Bar Associations, the National
and Pennsylvania Association of Bond Lawyers and the Pennsylvania
Association of Health Care Lawyers.

Mr. Sweet received his J.D. degree from the Dickinson School of
Law, his M.A. degree from the University of Chicago and his B.A.
degree from the University of Pennsylvania.  He is admitted to
practice in Pennsylvania.

                        About Donna Kreiser

Donna Kreiser is a shareholder in the Harrisburg office of
Buchanan Ingersoll & Rooney PC and is a member of the firm's State
Government Relations Section.  She focuses on public and project
finance, economic development and real estate matters.

As former deputy general counsel in the Pennsylvania Governor's
Office of General Counsel, Ms. Kreiser was OGC's chief legal
liaison with the Pennsylvania Housing and Finance Agency, the
Department of Community and Economic Development, the Pennsylvania
Infrastructure Investment Authority and the State Employees'
Retirement System.  She was OGC's liaison on all public finance
transactions, working directly with the issuing agencies.

Ms. Kreiser also was chief counsel to the Pennsylvania Historical
and Museum Commission, counsel to the first lady's staff and the
Governor's Residence and the general counsel's designee on the
Board of Finance and Revenue.

Before joining the OGC, Ms. Kreiser was associate general counsel
and assistant secretary at McCrory Corporation in York,
Pennsylvania.  She coordinated with bankruptcy counsel during
McCrory's Chapter 11 proceeding, including the closing and
disposal of more than 500 stores.

Appointed by Governor Ed Rendell to serve as commissioner on the
Pennsylvania Commission for Women in 2003, she previously served
as chairperson of the Commission, having been appointed by then-
Governor Tom Ridge in 2001.  In 2002, she was appointed by the
Senate of Pennsylvania to serve on the board of trustees of the
Thaddeus Stevens College of Technology in Lancaster.  She is a
member of the Board of School Directors of the Columbia Borough
School District.

Ms. Kreiser is a member of the Pennsylvania and Dauphin County Bar
Associations, the National Association of Bond Lawyers and the
Pennsylvania Association of Bond Lawyers.  She received her J.D.
degree from the University of Pittsburgh School of Law and her
B.A. degree, magna cum laude, from Shippensburg University.  She
is admitted to practice in Pennsylvania.

                       About Eloise Frazier

Eloise Frazier is counsel in the Harrisburg office of Buchanan
Ingersoll & Rooney PC and is a member of the firm's State
Government Relations Section.  She focuses her practice on the
representation of major corporate, health care and environmental
clients and is experienced in public finance.

With more than 15 years of experience in the Pennsylvania
legislature, the Pennsylvania Governor's Office and the U.S.
Attorney General's Office, Ms. Frazier served as deputy general
counsel for legislation in the first year of Pennsylvania Governor
Tom Ridge's administration (1995-96).  She has held various
positions within the Republican Caucus of the House of
Representatives, including several years as director of
legislative programs for the Republican leader.

In addition to her presence in Pennsylvania government,
Ms. Frazier is skilled in legislative and regulatory drafting.

She received her J.D. degree from Dickinson School of Law and her
B.S. degree, with highest honors, from the Pennsylvania State
University.  Ms. Frazier is a member of the Pennsylvania and
Dauphin County Bar Associations and the Pennsylvania Association
of Bond Lawyers.  She is admitted to practice in Pennsylvania.

                        About Buchanan

Buchanan Ingersoll & Rooney PC -- http://www.buchananingersoll.com
-- has more than 550 attorneys and government relations
professionals practicing throughout the United States, with
offices in Harrisburg, Pittsburgh, Philadelphia, Alexandria, New
York, Buffalo, Washington, D.C., Miami, Aventura, Tampa,
Wilmington, Princeton, Newark, Cleveland, San Diego and
Silicon Valley.

Buchanan Ingersoll PC and Klett Rooney Lieber & Schorling PC
merged, effective July 1, 2006, to form Buchanan Ingersoll &
Rooney PC.  Buchanan has undergone a series of acquisitions and
additions during the past two years, including: government
relations boutique Hill Solutions; a group of nine litigators from
Saul Ewing; the 55 attorneys and patent professionals of Burns,
Doane, Swecker & Mathis; a team of IP and business litigators in
San Diego; a group of three government relations professionals in
Washington, D.C.; a group of seven high- profile tax and
immigration lawyers in Miami; and the litigation boutique of
Slotnick, Shapiro & Crocker in New York.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accorda Therapeut.      ACOR         (8)          40        5
AFC Enterprises         AFCE        (40)         157        4
Affymax Inc.            AFFY       (114)          61       53
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (514)      30,128   (1,202)
Armstrong World         AWI      (1,197)       4,721    1,132
Atherogenics Inc.       AGIX       (136)         197      146
Bare Essentials         BARE       (620)         139       42
Blount International    BLT        (107)         441      121
CableVision System      CVC      (5,400)       9,777     (400)
Carrols Restaurant      TAST       (104)         497      (25)
Centennial Comm         CYCL     (1,092)       1,422      112
Charter Comm-a          CHTR     (5,632)      15,198     (999)
Choice Hotels           CHH         (78)         286      (48)
Cincinnati Bell         CBB        (679)       1,889       55
Claymont Stell H        PLTE        (30)         177      112
Clorox Co.              CLX         (55)       3,539      (20)
Compass Minerals        CMP         (74)         671      145
Corel Corp.             CRE         (22)         113       11
Crown Media HL          CRWN       (449)         917      190
Dayton Superior         DSUP       (171)         281       63
Delphi Corp             DPHIQ    (7,756)      17,514    2,250
Deluxe Corp             DLX         (68)       1,296     (188)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Double-Take Soft        DBTK        (54)          19       (2)
Echostar Comm           DISH       (365)       9,352    1,696
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts I        NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Gencorp Inc.            GY          (98)       1,017       (3)
Graftech International  GTI        (157)         875      253
Guidance Software       GUID         (2)          22       (1)
Hansen Medical I        HNSN        (32)          38       33
HealthSouth Corp.       HLS      (1,339)       3,310     (314)
I2 Technologies         ITWO        (46)         208        1
ICO Global C-New        ICOG        (60)         657     (380)
ICOS Corp               ICOS        (18)         285      111
IMAX Corp               IMAX        (33)         243       84
Immersion Corp          IMMR        (22)          47       31
Immunomedics Inc        IMMU        (21)          50       21
Incyte Corp             INCY        (66)         465      295
Indevus Pharma          IDEV       (124)          92       55
Inergy Holdings         NRGP        (19)       1,647      (12)
Investools Inc.         IEDU        (64)         120      (79)
IPG Photonics           IPGP        (31)         115       24
J Crew Group Inc.       JCG         (55)         414      128
Kaiser Aluminum         KALU     (3,105)       1,598      123
Koppers Holdings        KOP         (86)         637      148
Life Sciences           LSR         (25)         205       23
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (62)         269       18
Maxxam Inc.             MXM        (201)         992       26
McMoran Exploration     MMR         (38)         438      (46)
Navisite Inc.           NAVI         (3)         100       (9)
New River Pharma        NRPH        (65)         170      135
Northwest Airlines      NWACQ    (7,718)      13,498      659
NPS Pharm Inc.          NPSP       (182)         237      150
Obagi Medical           OMPI        (51)          50       12
Omnova Solutions        OMN          (2)         366       72
ON Semiconductor        ONNN         (1)       1,417      316
Qwest Communication     Q        (2,576)      21,114   (1,569)
Radnet Inc.             RDNT        (74)         127       (1)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (540)       1,410      164
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (142)         442       16
Sealy Corp.             ZZ         (188)         933       89
Sepracor Inc.           SEPR        (33)       1,352      424
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Town Sports Inte.       CLUB        (25)         417      (55)
Vertrue Inc.            VTRU         (9)         441      (75)
Weight Watchers         WTW        (103)         935      (72)
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (480)       3,641      902

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony G.
Lopez, Robert Max Quiblat, Emi Rose S.R. Parcon, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin and Peter A.
Chapman, Editors.

Copyright 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.

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