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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 10, 2007, Vol. 11, No. 8

                             Headlines

ABFC 2006: Moody's Rates Class B Certificates at Ba1
ABN AMRO: Fitch Holds BB- Rating on Class B4 Certificates
ACCELERATED SCHOOL: Defaults on $9.9 Million Loan From LAUSD
ADVANCED CARDIOLOGY: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MARKETING: Gets Interim Approval on Wells Fargo Financing

ADVANCED MEDICAL: Buyout Plan Prompts S&P's Negative CreditWatch
AIR AMERICA: Selects Paritz & Co. as Accountants
AJAY SPORTS: Taps Schafer and Weiner as Bankruptcy Counsel
AJAY SPORTS: Meeting of Creditors Scheduled on January 29
ALEXANDER GOROVITZ: Voluntary Chapter 11 Case Summary

ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2
AMERICAN EAGLE: Case Summary & Eight Largest Unsecured Creditors
APPLE ORCHARD: Case Summary & 20 Largest Unsecured Creditors
ARCH COAL: BDRS Affirms Issuer Rating at BB (low)
ARCH WESTERN: DBRS Holds Senior Unsec. Debt's Ratings at BB (low)

ARMSTRONG WORLD: Travelers Casualty Withdraws $5-Million Claim
ARMSTRONG WORLD: Sea-Pac Appeals Court's Denial of Lift Stay Plea
ASARCO LLC: Reaches Tentative Agreement with Steelworkers Union
ASARCO LLC: Court Lifts Stay to Allow Release of Mesirow Deposit
ASSET BACKED: Losses Cue S&P to Junk Rating on Class M4 Certs.

BEAR STEARNS: DBRS Holds Low-B Ratings on 6 Certificate Classes
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
BENNETTE AUTO: Case Summary & 19 Largest Unsecured Creditors
BRANFORD PARTNERS: Taps SulmeyerKupetz as Bankruptcy Counsel
BRANFORD PARTNERS: Section 341(a) Meeting Scheduled on January 24

BRICKELL YACHT: Case Summary & Two Largest Unsecured Creditors
C-BASS: S&P Holds Low-B Ratings on Various Certificate Classes
CAL-BAY: Posts $1.3 Million Net Loss in Quarter Ended Sept. 30
CARTER GRANDLE: Case Summary & 20 Largest Unsecured Creditors
CFSB ABS: Losses Cue S&P to Cut Class B Certs.' Rating to D

CHEVY CHASE: Moody's Rates Class B-5 Certificate at B2
CLIENTLOGIC CORP: S&P Lifts Corporate Credit Rating to B+ from B
COLLINS & AIKMAN: Exclusive Plan-Filing Period Extended to May 14
COLLINS & AIKMAN: Can Enter Into New Cananwill Financing Deals
COMPACT-IT INC: Case Summary & 18 Largest Unsecured Creditors

CYBERONICS INC: KPMG Raises Going Concern Doubt
CYGNUS OIL: Defaults on Interest Payment for 7.5% Senior Notes
CYGNUS OIL: Board Appoints R. Gerald Bennett as President & CEO
DANA CORP: Engine Products Biz Bids Must Be Submitted by Feb. 8
DANA CORP: Wants to Implement Re-Sourcing Program of Sypris Parts

DAVID'S BRIDAL: S&P Assigns B Corporate Credit Rating
DELPHI CORP: Appoints Max Rogers as Electronics General Director
DEUTSCHE ALT-A: Moody's Rates Class M-10 Certificates at Ba2
DIRECTV GROUP: EchoStar Comms. Not Ruling Out Possible Merger
DURA AUTOMOTIVE: Panel Taps Young Conaway as Bankruptcy Co-Counsel

DURA AUTOMOTIVE: Gets Ct.'s Final Nod to Pay Foreign Vendor Claims
ECHOSTAR COMMS: DirecTV Merger Plan Not Over Says CEO Ergen
ECHOSTAR COMMS: Extends Multi-Year Service Pact with Windstream
EXIDE TECHNOLOGIES: Wants More Time to Object to Claims
FEDERAL MOGUL: Court Lifts Stay on Use of U.K. Insurance Claims

FINAL ANALYSIS: Board Calls for Bankruptcy Case Dismissal
FINAL ANALYSIS: Creditors' Meeting Scheduled on February 5
FIRST FRANKLIN: S&P Holds Rating on Class B-4 Certificates at BB+
FOAMEX INT'L: Senior Secured Noteholders Accept Amended Plan
FOREST OIL: Moody's Hold Corporate Family Rating at Ba3

FOREST OIL: Buyout Cues S&P to Hold Corp. Credit Rating at BB-
GAP INC: Weak Sales Prompt Fitch's Ratings Downgrade
GLOBAL TEL*LINK: Moody's Rates $100 Mil. Senior Secured Loan at B1
GLOBAL TEL*LINK: S&P Lifts Corporate Credit Rating to B+ from B
GSAA HOME: Moody's Rates Class B-3 Certificates at Ba1

HEADZ GAMEZ: Files for Bankruptcy Protection
HOLLY MARINE: Case Summary & 20 Largest Unsecured Creditors
HOUSTON EXPLORATION: Forest Buyout Cues Moody's Negative Outlook
HOUSTON EXPLORATION: Forest Offer Cues S&P's Negative CreditWatch
HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1

IMPLANT SCIENCES: Completes Two Separate Financing Transactions
INDYMAC HOME: Moody's Rates Class M-11 Certificates at Ba2
INDYMAC RESIDENTIAL: Moody's Rates Class B Certificates at Ba2
INTELSAT CORP: Moody's Rates New $1-Billion Senior Loan at B2
INTERNAL INTELLIGENCE: Wants Access to Lenders' Cash Collateral

INTERNAL INTELLIGENCE: Hires Rabinowitz Trenk as Counsel
INTERNAL INTELLIGENCE: Section 341(a) Meeting Set for January 24
JOSE ORTIZ: Voluntary Chapter 11 Case Summary
JOSEPH NAWORSKI: Voluntary Chapter 11 Case Summary
KOWBOY'S KARS: Voluntary Chapter 11 Case Summary

LEHMAN XS: Moody's Rates Class A-4 Certificates at B2
LEXINGTON RESOURCES: Vaughn Barbon Resigns as Treasurer and CFO
MAGNOLIA ENERGY: Wants Until May 29 to File Chapter 11 Plan
MARCAL PAPER: Court Okays $84.5-Mil. DIP Financing from Highland
MARY HARTSEL: Voluntary Chapter 11 Case Summary

MASTR ASSET: Moody's Places Ba1 Rating on Class M-11 Certificates
MEDGEN INC: Losses & Deficits Cue Auditor to Raise Going Concern
MILLS CORP: Issues Bankruptcy Warning Amidst Accounting Errors
MODERN TECHNOLOGY: Buys Boveran's Assets for $500,000 in Stock
NASDAQ STOCK: Seeks Shareholder Acceptance for Final LSE Offer

NATIONWIDE BEVERAGE: Involuntary Chapter 11 Case Summary
NEWMAN'S MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
NORTHWEST AIRLINES: Pinnacle to Sell Unsecured Claims
ON ASSIGNMENT: Moody's Rates Proposed Credit Facilities at Ba3
PANOLAM INDUSTRIES: Moody's Holds Corporate Family Rating at B2

PHOTOWORKS INC: Sept. 30 Balance Sheet Upside-Down by $2 Million
PIER 1: Posts $72.7 Mil. Net Loss in 3rd Fiscal Qtr. Ended Nov. 25
PINNACLE AIRLINES: Plans to Sell Claims Against Northwest
PRIME MEASUREMENT: Case Summary & 19 Largest Unsecured Creditors
RADNOR HOLDINGS: Court Okays Lazard Freres as Investment Banker

RADNOR HOLDINGS: Plan Filing Period Extended Until April 18
RANDHAWA PETROLEUM: Case Summary & 4 Largest Unsecured Creditors
SAINT VINCENTS: Education Affiliates to Buy Nursing Schools
SAINT VINCENTS: Court OKs Payment of $300,000 Diligence Fees
SBARRO INC: S&P Raises Corporate Credit Rating to B-

SMART DENTAL: Voluntary Chapter 11 Case Summary
SOLUTIA INC: Includes Final Deal with JPMorgan in Amended Plan
SOLUTIA INC: Board Approves Salary Increases for Executives
STELLAR TECH: Sells Series B Stock to Overseas Investors for $250K
STRUCTURED ASSET: DBRS Lowers Class B-2 Certs.' Rating to BB (low)

STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
SWH LLC: Voluntary Chapter 11 Case Summary
TAYC CAPITAL: Fitch Revises Rating Outlook to Stable from Positive
TENFOLD CORP: Richard Bennett Jr. Resigns from the Board
TERWIN MORTGAGE: DBRS Reviews Ratings on 3 Certificate Classes

TOTES ISOTONER: Moody's Places Corporate Family Rating at B2
TOWER AUTOMOTIVE: Can Designate GSCP'S Claims as Confidential
TOWN OF MOFFETT: Chapter 9 Petition Summary
WASHINGTON MUTUAL: Fitch Takes Various Actions on Certificates
WASHINGTON MUTUAL: Moody's Rates Class B-13 Certificates at B2

WERNER LADDER: Court Allows ACE Insurance Program Implementation
WERNER LADDER: Can Assume 17 Warehouse Leases Effective January 3
WYTHE II: Case Summary & Largest Unsecured Creditor
ZEYDOUNI INVESTMENT: Case Summary & 7 Largest Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars

                             *********

ABFC 2006: Moody's Rates Class B Certificates at Ba1
----------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by ABFC 2006-HE1 Trust, and ratings ranging
from Aa1 to Ba1 to mezzanine and subordinate certificates issued
in the securitization.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans, originated or acquired by Accredited Home
Lenders, Inc., Ameriquest Mortgage Company, WMC Mortgage Corp,
Option One Mortgage Corporation, NC Capital Corporation and other
originators.  The ratings are based primarily on the credit
quality of the loans, subordination, overcollateralization, excess
spread and an interest rate swap agreement.

Moody's expects collateral losses to range from 4.7% to 5.2%.

JPMorgan Chase Bank, National Association, Litton Loan Servicing
LP and Option One Mortgage Corporation will service the loans and
Wells Fargo Bank N.A. will act as master servicer.  Moody's has
assigned Wells Fargo Bank N.A. its top servicer quality rating of
SQ1 as master servicer.  Moody's has also assigned JPMorgan Chase
Bank, National Association, Litton Loan Servicing LP and Option
One Mortgage Corporation its top servicer quality rating of SQ1
for subprime loans.

These are the rating actions:

   * ABFC Asset-Backed Certificates, Series 2006-HE1

                   Class A-1,  Assigned Aaa
                   Class A-2A, Assigned Aaa
                   Class A-2B, Assigned Aaa
                   Class A-2C, Assigned Aaa
                   Class A-2D, 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 B,   Assigned Ba1

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


ABN AMRO: Fitch Holds BB- Rating on Class B4 Certificates
---------------------------------------------------------
Fitch Ratings takes these rating actions on ABN AMRO residential
mortgage-backed pass-through certificates:

Series 2003-1:

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B1 affirmed at 'AA'; and,
   -- Class B4 affirmed at 'BB-'.

Series 2003-2:

   -- Class A affirmed at 'AAA'.

Series 2003-3:

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB'; and,
   -- Class B4 affirmed at 'BB'.
   
Series 2003-4P:

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB'; and,
   -- Class B4 affirmed at 'BB'.
   
Series 2003-5:

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A-';
   -- Class B3 affirmed at 'BBB'; and,
   -- Class B4 affirmed at 'BB'.
   
Series 2003-6:

   -- Class A affirmed at 'AAA';
   -- Class M upgraded to 'AA+' from 'AA';
   -- Class B1 affirmed at 'A';
   -- Class B2 affirmed at 'BBB-';
   -- Class B3 upgraded to 'BB+' from 'BB'; and,
   -- Class B4 upgraded to 'B+' from 'B'.
   
Series 2003-7:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'A'; and,
   -- Class B4 affirmed at 'B'.
   
Series 2003-8:

   -- Class A affirmed at 'AAA';
   -- Class M upgraded to 'AA+' from 'AA';
   -- Class B1 affirmed at 'A-';
   -- Class B2 affirmed at 'BBB-';
   -- Class B3 affirmed at 'BB'; and,
   -- Class B4 affirmed at 'B'.
   
Series 2003-9:

   -- Class A affirmed at 'AAA'.
   
Series 2003-10:

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AA';
   -- Class B1 affirmed at 'A';
   -- Class B2 affirmed at 'BBB';
   -- Class B3 affirmed at 'BB'; and,
   -- Class B4 affirmed at 'B'.
   
Series 2003-11:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'A-';
   -- Class B3 affirmed at 'BB'; and,
   -- Class B4 affirmed at 'B'.
   
Series 2003-13:

   -- Class A affirmed at 'AAA';
   -- Class M upgraded to 'AA+' from 'AA';
   -- Class B1 affirmed at 'A';
   -- Class B2 affirmed at 'BBB';
   -- Class B3 upgraded to 'BB+' from 'BB'; and,
   -- Class B4 affirmed at 'B'.

Series Armor MCP 2005-1:

   -- Class B1 affirmed at 'AA+';
   -- Class B2 affirmed at 'AA';
   -- Class B3 affirmed at 'AA-';
   -- Class B4 affirmed at 'A+';
   -- Class B5 affirmed at 'A';
   -- Class B6 affirmed at 'A-';
   -- Class B7 affirmed at 'BBB+';
   -- Class B8 affirmed at 'BBB';
   -- Class B9 affirmed at 'BBB-';
   -- Class B10 affirmed at 'BB+';
   -- Class B11 affirmed at 'BB';
   -- Class B12 affirmed at 'BB-';
   -- Class B13 affirmed at 'B+';
   -- Class B14 affirmed at 'B'; and,
   -- Class B15 affirmed at 'B-'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by ABN AMRO Mortgage Group.  The
mortgage loans consist of 15- and/or 30-year, fixed-rate mortgages
secured by first liens on one- to four-family residential
properties.  As of the December 2006 distribution date, the
transactions are seasoned from a range of 12 to 47 months and the
pool factors range from approximately 25% to 93%.  ABN AMRO
Mortgage Group, rated 'RPS2' by Fitch, currently services all of
the mortgage loans in these transactions.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $4.823 billion of outstanding certificates.  The
upgrades reflect an improvement in the relationship between CE and
future loss expectations and affect approximately
$19.9 million of outstanding certificates.  The CE levels for all
the upgraded classes have at least doubled since closing.  As of
the December 2006 distribution date, all of the pools have
experience little to no losses.

The Armor MCP 2005-1 transaction is a synthetic balance sheet
securitization that references a diversified portfolio of
primarily jumbo, A-quality, first lien residential mortgage loans.  
The ratings are based upon the credit quality of the reference
portfolio, the credit enhancement provided by subordination for
each tranche, the financial strength of LaSalle Bank Corporation,
as the swap counterparty.  The issuers have entered into a credit
default swap with LaSalle, documented under an International Swaps
and Derivatives Association agreement, and receive a premium in
return for credit protection on the reference portfolio.

Fitch will closely monitor these transactions.


ACCELERATED SCHOOL: Defaults on $9.9 Million Loan From LAUSD
------------------------------------------------------------
Accelerated School has defaulted on a $9.9 million loan extended
by the Los Angeles Unified School District, Tony Castro of Los
Angeles Daily News reports.

LAUSD and school officials are discussing possible solutions
including negotiation of the bond's terms, district assistant
general counsel Michelle Meghrouni told the Los Angeles Daily.

Accelerated School borrowed the amount to finish construction of
its school building.  The school building and the 4-acre site
where it sits serves as collateral for the loan.

Under the original terms approved by the school board in 2002, the
loan must be paid within five years.  The money for the loan came
from voter-approved bond funds.

Accelerated School paid $200,000 to LAUSD last month.  The
school's previous payment was in October 2005.  The school's two
former payments, excluding the December payment, totaled about
$1 million.

Los Angeles, Calif.-based Accelerated School is a nationally
recognized charter school.  The school serves 1,200 Latino and
African-American students from pre-kindergarten through high
school.


ADVANCED CARDIOLOGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Advanced Cardiology Center Corp.
        P.O. Box 1838
        Mayaguez, PR 00681-1838

Bankruptcy Case No.: 07-00061

Type of Business: The Debtor filed for chapter 11 protection on
                  April 2, 2004 (Bankr. D. P.R. Case No.
                  04-03656).

Chapter 11 Petition Date: January 8, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 607-3436

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Department of Treasury of PR     Taxes, Interest       $4,680,445
P.O. Box 9022501                 and Penalties
San Juan, PR 00902-2501

Internal Revenue Services        FICA- FUTA            $2,236,501
Philadelphia, PA 19255

Guidant PR Sales Corp.           Trade                   $807,129
P.O. Box 916
San Juan, PR 00978

COSVI-Medicare                   Cost Report for         $617,691
P.O. Box 363428                  2004, 2005, 2006
San Juan, PR 00936-3428

National Outpatient Resources    Collections from        $522,630
Two Sound View Drive             Services provided
Suite 100
Greenwich, CT 06830

State Insurance Fund             Workmens' Compensation  $446,503
P.O. Box 355028                  Insurance
San Juan, PR 00936-5028

Western Medical Alliance         Trade                   $413,500
P.O. Box 195562
San Juan, PR 00936

Johnson & Johnson Med.           Trade                   $369,162
Caribbean
P.O. Box 4987
Caguas, PR 00726

JM Blanco, Inc.                  Trade                   $349,562
P.O. Box 71480
San Juan, PR 00936-8580

Info Medika Inc.                                         $273,502
P.O. Box 11095
Caparra Heights Sta.
San Juan, PR 00922

Deya Elevator Services           Trade                   $255,342
P.O. Box 362411
San Juan, PR 00936

Boston Scientific                Trade                   $250,130
BBVA Building
1738 Amarillo Street, Suite 310
San Juan, PR 00926

Inst. Medicina De Emergencia     Services Provided       $229,150
Urb. Borinquen Gardens

Atlantis Healthcare Group        Trade                   $203,114

Grupo Quirurgico Betances        Services Provided       $190,000

Abbott Vascular                  Trade                   $135,168

Liberty Finance                  Insurance Financing     $122,129

Pedro Ortiz Alvarez Law Office   Services Provided       $118,216

Triple S, Inc.                   Group Health Insurance   $94,648

The Loyalty Consulting Service   Services Provided        $72,300


ADVANCED MARKETING: Gets Interim Approval on Wells Fargo Financing
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware, at a hearing on Jan. 3, 2007, authorized
Advanced Marketing Services, Inc., and its debtor-affiliates, on
an interim basis, to dip their hands into the DIP financing
facility arranged by Wells Fargo Foothill.

The Debtors sought the Court's authority to obtain from Foothill
and the Senior Lenders, though the DIP Loan Facility, cash
advances and other extensions of credit in an aggregate principal
amount of up to $75,000,000.

Judge Sontchi held that the Debtors do not have sufficient
available sources of working capital to operate its business in
the ordinary course of business with the postpetition financing.  
According to Judge Sontchi, the Debtors' ability to maintain
business relationships with its vendors, suppliers, and
customers, to pay its employees, and to otherwise fund its
operations, is essential to the Debtors' continued viability.

Judge Sontchi rules that the DIP Lenders have the right to use
the DIP Obligations to credit bid with respect to any bulk or
individual sale of all or any portion of the Debtors' assets
securing the loan.

The Debtors are prohibited from obtaining postpetition loans or
other financial accommodations other than from the DIP Lenders
unless their DIP Obligations have been indefeasibly paid in full.

                 Loan and Security Agreement

The Debtors are borrowers under a Loan and Security Agreement
dated April 27, 2004, with Wells Fargo Foothill, Inc., as agent,
and a consortium of lenders.  The Senior Facility provides for a
revolving line of credit up to a maximum commitment level of
$90,000,000.

Curtis R. Smith, AMS's vice-president and chief financial
officer, relates that the Senior Lenders have agreed to continue
to provide liquidity to the Debtors through a DIP Loan Facility,
which carries forward many of the terms of the Senior Facility.

Absent immediate and continued availability of credit, the
Debtors' operations will be severely disrupted, and they will be
forced to cease or sharply curtail operations of some or all of
their businesses, which in turn will eliminate the Debtors'
ability to generate operating revenue and the value of their
businesses as a going concern, Mr. Smith says.

Before agreeing to enter into the DIP Loan Facility with Foothill
and the Senior Lenders, the Debtors engaged in numerous
discussions concerning secured and unsecured financing, as well
as equity or other infusions, with several potential investors.
Yet, they received only one proposal for debtor-in-possession
financing other than that offered by the Senior Lenders.  Upon
evaluation, the Debtors determined that the alternate proposal
was not viable.   

"No other prospective lender was willing to provide debtor in
possession financing without at least the type of protections
afforded Senior Lenders under the DIP Loan Facility," Mr. Smith
relates.

                   Terms of the DIP Facility

The DIP Facility provides, among other things, that each Lender
with a Revolver Commitment agrees to make Advances to the Debtors
at any one time in amounts not exceeding the Lender's Pro Rata
Share of an amount equal to the lesser of (i) the Maximum
Revolver Amount -- presently set at $75,000,000 -- less the
Letter of Credit Usage, or (ii) the Borrowing Base less the
Letter of Credit Usage.

     Lender                                 Revolver Commitment
     ------                                 -------------------
     Wells Fargo Foothill, Inc.                  $37,500,000
     LaSalle Business Credit, LLC                 16,500,000
     Marathon Structured Finance Fund, L.P.        8,250,000
     Capitalsource Finance LLC                    12,750,000

The Issuing Lender agrees to issue Letters of Credit for the
account of the Borrowers or to purchase or execute an L/C
Undertaking with respect to letters of credit issued by an
Underlying Issuer for the account of the Borrowers.  The Issuing
Lender will have no obligation to issue an L/C if any of these
events would result after giving effect to the issuance of the
requested L/C:

   (1) the L/C Usage would exceed the Borrowing Base less the
       outstanding amount of Advances; or

   (2) the L/C Usage would exceed $10,000,000; or

   (3) the L/C Usage would exceed the Maximum Revolver Amount
       less the outstanding amount of Advances.

The Borrowing Base under the DIP Loan Agreement determines the
maximum amount that may be borrowed as Advances.  It is a
function of inventory and account values ranging up to 85% of
appraised liquidation values and is subject to various reserves,
including a Dilution Reserve in an amount sufficient to reduce
the advance rate against Eligible Accounts by 1 percentage point
for each percentage point by which Dilution is in excess of 5%.

The interest rate on all Obligations will be calculated based on
Wells Fargo Bank, National Association's prime rate plus 3.50%.

The DIP Agreement was scheduled to close by January 4, 2007.  The
postpetition facility will continue in full force and effect for
a term ending in July 2007.  The Lender Group, upon the election
of the Required Lenders, will have the right to terminate its
obligations under the DIP Loan Agreement immediately and without
notice on the occurrence and during the continuation of an Event
of Default.

The proceeds of the Advances may be used (1) on the Closing Date,
to pay transactional fees, costs, and expenses incurred in
connection with the DIP Loan Agreement, the other Loan Documents,
and contemplated transactions including the funding in whole or
in part of the Carve Out Reserve Fund, and (ii) for the Debtors'
lawful and permitted business and general corporate purposes
including the financing of working capital needs and capital
expenditures, in accordance with the Debtors' 14-week Budget
related to the DIP Loan Facility.

The Budget runs through March 30, 2007, and sets forth the
expenditures that the Debtors critically need to make to allow
them to continue to operate.

The Borrowers agree to pay a variety of fees and charges to
Foothill:

   -- a Letter of Credit fee accruing at 3.50% per annum times
      the Daily Balance of the undrawn amount of all outstanding
      L/C;

   -- on the first day of an each month, an Unused Line Fee equal
      to 0.375% per annum times the result of (a) the Maximum
      Revolver Amount, less (b) the sum of (1) the average Daily
      Balance of Advances that were outstanding during the
      immediately preceding month, plus (2) the average Daily
      Balance of the L/C Usage during the immediately preceding
      month;

   -- a $750,000 closing fee, which will be fully earned, due,
      and payable on the Closing Date;

   -- a $5,000 servicing fee per quarter, due and payable, in
      arrears, on the first day of each quarter, commencing with
      the first day of the quarter immediately following the
      Petition Date; and

   -- certain audit, appraisal and valuation fees and charges
      relating to audits and appraisals performed by personnel
      employed by Foothill.

The postpetition obligations due the Lenders by the Debtors will
be entitled to the super-administrative priority afforded under
Section 364(c)(1) of the Bankruptcy Code.

The Lenders' liens and administrative claims will be subject to a
carve out for (i) the fees payable to the Clerk of the Bankruptcy
Court and to the Office of the United States Trustee relating to
the Bankruptcy Cases; and (ii) Professional Fee Carve Out
Expenses of $2,000,000 prior to a Payoff Event and $3,000,000
afterwards.

Moreover, the Debtors covenant that they will not:

   (a) on any measurement date where the Projected Operating Cash
       Flow is a positive amount, have Actual Operating Cash Flow
       for the relevant period that is both less than 85% of the
       Projected Operating Cash Flow, and at least $2,500,000
       less than Projected Operating Cash Flow, for the period;
       or

   (b) on any measurement date where the Projected Operating Cash
       Flow is a negative amount, have Actual Operating Cash Flow
       for the relevant period that is both less than 115% of
       the Projected Operating Cash Flow, and at least $2,500,000
       less than the Projected Operating Cash Flow, for the
       period.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, clarifies that the terms and covenants set
forth in the Senior Facility are amended and restated in their
entirety by the terms and conditions set forth in the DIP Loan
Agreement.  However, the DIP Loan Agreement does not extinguish
the obligations for the payment of money outstanding under the
Senior Facility, or for the discharge or release of any security.  
Rather, the DIP Loan Agreement provides for the satisfaction of
the prepetition obligations owed to the Senior Lenders through
application of Cash Collateral postpetition -- a "roll-up" of the
prepetition debt.

The Roll-up provision provides that each Senior Lender is
entitled to apply any and all proceeds of the Collateral or the
Senior Collateral or any other consideration it received in
respect of the Senior Obligations in accordance with the Senior
Facility and the Loan Documents, which includes the application
of Senior Collateral -- first, on account of the Senior
Obligations until the Senior Obligations are paid and satisfied,
and then on account of the Postpetition Obligations.  
Furthermore, all outstanding L/C under the Senior Facility are
deemed to be L/C and Obligations under the DIP Credit Agreement.
Mr. Collins says the Debtors have determined that this provision
is appropriate given that the Senior Lenders are substantially
over-secured.

                  Qualified Transaction Timeline

The Debtors agree with the DIP Lenders to file within 10 days
after the Petition Date a qualified transaction motion calling
for the sale of substantially all or a significant portion of
their business, or a refinancing or debt or equity investment or
other recapitalization.

Within 20 days after the filing of the Qualified Transaction
Motion, the Debtors will attempt to obtain approval of
competitive bidding procedures and to identify a "stalking horse"
bidder in the event they pursue a sale.

The DIP Lenders want the Qualified Transaction Motion approved
within 45 days after the filing.  They also want to receive cash
proceeds from the Qualified Transaction within 50 days.

Mr. Collins says the Debtors believe that the Qualified
Transaction provisions are reasonable given the overall benefits
of the DIP Facility, and given that the Senior Lenders were
unwilling to extend financing without those provisions.

Foothill is represented in the Debtors' cases by Paul S. Arrow,
Esq., and William S. Brody, Esq., at Buchalter Nemer, in Los
Angeles, California, and Kurt F. Gwynne, Esq., at Reed Smith,
LLP, in Wilmington, Delaware.

Judge Sontchi will convene a hearing to consider approval of the
Debtors' request on a final basis on January 24, 2007, at 10:00
a.m.  Objections, if any, are due January 22.

                    About Advanced Marketing

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).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., and Alexandra B. Feldman, Esq., at O'Melveny & Myers, LLP,
represent the Debtors.  Chun I. Jang, Esq., Mark D. Collins, Esq.,
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A., are
the Debtors' local counsel.  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.  (Advanced Marketing
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MEDICAL: Buyout Plan Prompts S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Advanced
Medical Optics Inc., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications, reflecting the
company's intention to acquire IntraLase Corp. for $808 million.
      
"While the acquisition is strategically attractive, AMO is paying
a high multiple and using debt to finance the transaction," said
Standard & Poor's credit analyst Cheryl Richer.

"The company's limited debt capacity within constraints of the
current rating reflects the issuance of $500 million of
convertible debentures in mid 2006 to finance a share repurchase
program."

IntraLase provides a complementary technology to AMO's LASIK
business.  It designs, develops, and manufactures a computer-
controlled femtosecond laser that replaces the hand-held
microkeratome blade used during LASIK surgery.  IntraLase's
proprietary laser and disposable patient interfaces are presently
marketed throughout the U.S. and 32 other countries.  AMO's
largely stock-financed acquisition of VISX Inc.  for $1.4 billion
in May 2005 transformed it into the No. 1 laser vision correction
player.  While LVC revenue growth has been bolstered by custom
procedures, AMO believes it can reinvigorate stagnant LASIK demand
by providing the more advanced femtosecond technology.

AMO holds leading positions in its three business segments:

   -- cataract/implants,
   -- eye care, and
   -- LVC

which accounted for 52%, 25%, and 23% of revenues for the first
half of 2006, respectively.  Geographic diversity is demonstrated
by the 57% of sales derived outside the U.S.  

Standard & Poor's will meet with management to review AMO's
prospects for success in the LASIK area and its ability to reduce
debt in a timely manner after the IntraLase acquisition to
determine if a downgrade is warranted.

Standard & Poor's anticipates that the rating, if lowered, would
not fall by more than one notch.


AIR AMERICA: Selects Paritz & Co. as Accountants
------------------------------------------------
Air America Radio, aka Piquant LLC, asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Paritz & Co. P.A. as its accountants, nunc pro tunc to
Dec. 12, 2006.

Paritz will represent the Debtor with respect to all necessary
accounting services that may arise during the Debtor's pending
Chapter 11 case including, but not limited to:

   (i) preparation or assistance in the preparation of monthly
       operating statements;

  (ii) preparation of tax returns or amended tax returns and
       other regulatory reports;

(iii) preparation or assistance in preparing a disclosure
       statement and liquidation analysis;

  (iv) attending court hearings and meetings as required by
       Debtor's counsel;

   (v) representation on any tax matters with taxing authorities;

  (vi) assisting the Debtor in reconciling books and records and
       objections to claims; and

(vii) other accounting, taxation or consulting services as may be
       required by the Debtor from time to time.

Brian Serotta, a certified public accountant and a partner at
Paritz & Co., assures the Court that his firm and its
professionals do not hold any interest adverse to the Debtors and
are disinterested pursuant to Sec. 101(14) of the Bankruptcy Code.

The customary hourly rates of Paritz professionals by staff level
are:

        Position                             Hourly Rate
        --------                             -----------
        Partners                              $240 - 295
        Managers                              $150 - 200
        Senior                                $100 - 175

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.


AJAY SPORTS: Taps Schafer and Weiner as Bankruptcy Counsel
----------------------------------------------------------
Ajay Sports Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Indiana for permission to
employ Schafer and Weiner PLLC as their bankruptcy counsel.

Schafer and Weiner will represent and assist the Debtors in all
facets of their reorganization.

The firm's professionals bill:

          Professional                    Hourly Rate
          ------------                    -----------
          Arnold Schafer, Esq.               $405
          Daniel J. Weiner, Esq.             $375
          Michael E. Baum, Esq.              $370
          Max Newman, Esq.                   $325
          Howard Botin, Esq.                 $280
          Jason W. Bank, Esq.                $260
          Joseph K. Grekin, Esq.             $240
          Michael R. Wenette, Esq.           $240
          Ryan Heilman, Esq.                 $220
          Daniel V. Smith, Esq.              $180
          Leon Mayer, Esq.                   $175
          Kenneth Beams, Esq.                $170
          Kim K. Hillary, Esq.               $145
          Todd Schafer, Esq.                 $130
          Tracey Porter, Esq.                $130
          Nancy Mack                         $105

To the best of the Debtors' knowledge, Schafer and Weiner is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Farmington, Michigan, Ajay Sports, Inc.,
operates the franchise segment of its business through Pro Golf
International, a 97% owned subsidiary, which was formed during  
1999 and owns 100% of the outstanding stock of  Pro Golf of
America, and 80% of the stock of ProGolf.com, which sells golf
equipment and other golf-related and sporting goods products and
services over the Internet.  The Company and its affiliates filed
for chapter 11 protection on Dec. 27, 2006 (Bankr. E.D. Mich. Case
Nos. 06-529289 through 06-529292).  Arnold S. Schafer, Esq., and
Howard M. Borin, Esq., at Schafer and Weiner, PLLC, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets less
than $10,000 and debts between $1 million to $100 million.


AJAY SPORTS: Meeting of Creditors Scheduled on January 29
---------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Ajay
Sports Inc. and its debtor-affiliates' creditors at 11:00 a.m., on
Jan. 29, 2007, at Room 315 E, 211 West Fort, Suite 700, in
Detroit, Mich.

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

Headquartered in Farmington, Michigan, Ajay Sports, Inc.,
operates the franchise segment of its business through Pro Golf
International, a 97% owned subsidiary, which was formed during  
1999 and owns 100% of the outstanding stock of  Pro Golf of
America, and 80% of the stock of ProGolf.com, which sells golf
equipment and other golf-related and sporting goods products and
services over the Internet.  The Company and its affiliates filed
for chapter 11 protection on Dec. 27, 2006 (Bankr. E.D. Mich. Case
Nos. 06-529289 through 06-529292).  Arnold S. Schafer, Esq., and
Howard M. Borin, Esq., at Schafer and Weiner, PLLC, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets less
than $10,000 and debts between $1 million to $100 million.


ALEXANDER GOROVITZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Alexander Gorovitz
        15315 Kennedy Road
        Los Gatos, CA 95032-6513

Bankruptcy Case No.: 07-50035

Chapter 11 Petition Date: January 7, 2007

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Wayne A. Silver, Esq.
                  333 West El Camino Real, Suite 310
                  Sunnyvale, CA 94087
                  Tel: (408) 720-7007

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.


ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to senior
certificates issued by Alternative Loan Trust 2006-45T1, a Aa1
rating to the super senior support certificates, and a ratings
ranging from Aa1 to Ba2 to subordinate certificates in the deal.
Class 1-A-16, Class 2-A-14, Class 2-A-15, Class 2-A-16, and Class
2-A17 Certificates are exchangeable certificates.  

Exchangeable certificates are securities whereby the holder of one
or more classes of such certificates may upon notice to the
trustee and the payment of a fee exchange the underlying
certificates for a proportionate interest in the respective
exchangeable combinations.

The securitization is backed by Countrywide Home Loans, Inc.,
originated, fixed-rate, alt-a mortgage loans acquired by
Countrywide Financial Corporation.  The ratings are based
primarily on the credit quality of the loans and on protection
against credit losses by subordination.

Moody's expects collateral losses to range from 0.75% to 0.95%.

Countrywide Home Loans Servicing LP will act as master servicer to
the mortgage loans.

These are the rating actions:

   * Alternative Loan Trust 2006-45T1

   * Mortgage Pass-Through Certificates, Series 2006-45T1

                   Class 1-A-1, Assigned Aaa
                   Class 1-A-2, Assigned Aaa
                   Class 1-A-3, Assigned Aaa
                   Class 1-A-4, Assigned Aaa
                   Class 1-A-5, Assigned Aaa
                   Class 1-A-6, Assigned Aaa
                   Class 1-A-7, Assigned Aaa
                   Class 1-A-8, Assigned Aaa
                   Class 1-A-9, Assigned Aaa
                   Class 1-A-10, Assigned Aaa
                   Class 1-A-11, Assigned Aaa
                   Class 1-A-12, Assigned Aaa
                   Class 1-A-13, Assigned Aaa
                   Class 1-A-14, Assigned Aa1
                   Class 1-A-15, Assigned Aaa
                   Class 1-A-16, Assigned Aaa
                   Class 1-X, Assigned Aaa
                   Class 2-A-1, Assigned Aaa
                   Class 2-A-2, Assigned Aaa
                   Class 2-A-3, Assigned Aaa
                   Class 2-A-4, Assigned Aa1
                   Class 2-A-5, Assigned Aaa
                   Class 2-A-6, Assigned Aaa
                   Class 2-A-7, Assigned Aaa
                   Class 2-A-8, Assigned Aaa
                   Class 2-A-9, Assigned Aaa
                   Class 2-A-10, Assigned Aaa
                   Class 2-A-11, Assigned Aaa
                   Class 2-A-12, Assigned Aaa
                   Class 2-A-13, Assigned Aaa
                   Class 2-A-14, Assigned Aaa
                   Class 2-A-15, Assigned Aaa
                   Class 2-A-16, Assigned Aaa
                   Class 2-A-17, Assigned Aaa
                   Class 2-X, Assigned Aaa
                   Class PO, Assigned Aaa
                   Class A-R, 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-8, Assigned Baa2
                   Class M-9, Assigned Baa3
                   Class B-1, Assigned Ba2


AMERICAN EAGLE: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Eagle Sailing, Inc.
        551 Apollo Boulevard
        Melbourne, FL 32901

Bankruptcy Case No.: 07-70053

Chapter 11 Petition Date: January 8, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Avrum J. Rosen, Esq.
                  Law Offices of Avrum J. Rosen
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536

Total Assets: $3,265,000

Total Debts:  $2,517,229

Debtor's Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hendrickson Fuels             Trade debt                 $16,301
45 Lakeview Avenue
Bay Shore, NY 11706

Hampton Navigation Inc.       Trade debt                 $15,446
211-2 East Montauk Highway
Hampton Bays, NY 11946

Gardner's Welding             Trade debt                 $15,000
989 Fairview Road
Orangeburg, SC 29118

Global Yacht Fuel             Trade debt                  $6,500
1041 SE 17th Street
Fort Lauderdale, FL 33316

David Hunter                                              $3,800
172 Front Street
Fort Pierce, FL

Ed Stelman                    Wages                       $3,105
c/o Curtis Curry
6217 Bayfield Drive
Jacksonville, FL 32277

Curtis Curry                  Wages                       $3,000
6217 Bayfield Dr
Jacksonville, FL 32277

Davidson Diving Inc           Trade debt                  $1,450
P.O. Box 130
Goose Creek, SC 29445


APPLE ORCHARD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Apple Orchard Inn Associates, Inc.
        11004 West Center Street Extension
        Medina, NY 14103

Bankruptcy Case No.: 07-00065

Type of Business: The Debtor operates a casual country dining
                  restaurant and banquet facility.
                  See http://www.apple-orchardinn.com/

Chapter 11 Petition Date: January 5, 2007

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Daniel E. Wisniewski, Esq.
                  232 Delaware Avenue, Suite 30
                  Buffalo, NY 14202
                  Tel: (716) 847-8120
                  Fax: (716) 847-8122

Estimated Assets: $0 to $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Olga Carmen                   Personal loan             $525,000
304 West Center Street
Medina, NY 14103

Tom White                     Trade debt                 $65,863
23 Pebbleridge Drive
Medina, NY 14103

Strategic Funding, Inc.       Trade debt                 $57,080
Lawrence Morrison
220 East 72nd Street
New York, NY 10021

PALMERS                       Trade debt -               $56,039
P.O. Box 92365                arrears
Rochester, NY 14692

Internal Revenue Service      941 Federal                $49,017
Cincinnati, OH 45999          Withholding Taxes

New York State                Trade debt -               $28,939
Unemployment Insurance        New York State
P.O. Box 4301                 Unemployment
Binghamton, NY 13902

New York State Department     NYS Withholding            $26,040
of Taxation & Finance         Taxes, Warrant ID
Tax Compliance Division       E-024708458-W002-2,
Buffalo DO                    E-024708458-W006-9,
77 Broadway, Suite 112        E-024708458-W010-8,
Buffalo, NY 14203             E-024708458-W013-2

Advance ME, Inc.              Trade debt                 $25,535
600 Town Park Lane, Ste. 500
Kennesaw, GA 30144

HSBC LocApple Orchard         Trade debt                 $24,141
Commercial Loan Services,
Suite 0002
Buffalo, NY 14270

Workers Compensation Board    Trade debt -               $18,750
Accounts - DB Penalty         NYS Disability
Room 301
20 Park Street
Albany, NY 12207

Orleans County EDA            Trade debt                 $17,503
111 West Avenue
Albion, NY 14411

New York State Department     NYS Sales Tax              $12,258
of Taxation & Finance
Tax Compliance Division
Buffalo DO
77 Broadway, Suite 112
Binghamton, NY 13902

Rewards Network, Inc.         Trade debt                 $11,686
2 N. Riverside Plaza
Suite 950
Chicago, IL 60606

Barbara Waters                Shareholder                $10,000
10933 West Center St. Ext.
Medina, NY 14103

James Lustumbo                Shareholder                $10,000
74 Lakewood Village
Medina, NY 14103

Margaret Lustumbo             Shareholder                $10,000
74 Lakewood Village
Medina, NY 14103

Patricia Mix                  Shareholder                $10,000
4365 Shelby Basin Road
Medina, NY 14103

Robert Mix                    Shareholder                $10,000
4365 Shelby Basin Road
Medina, NY 14103

Bernadine Ross                Shareholder                 $8,250
4747 Oak Orchard Road
Albion, NY 14411

Donald B. Ross                Shareholder                 $8,250
4747 Oak Orchard Road
Albion, NY 14411


ARCH COAL: BDRS Affirms Issuer Rating at BB (low)
-------------------------------------------------
Dominion Bond Rating Service confirmed Arch Coal, Inc.'s Issuer
Rating and Arch Western Finance LLC's Senior Unsecured Debt at BB
(low).  The ratings reflect the company's solid business profile
as the second largest coal producer in the United States, tempered
by the company's aggressive financial profile given its highly
leveraged balance sheet.  The trends are Stable.

Arch Coal remains well-positioned in the United States as over 70%
of its production comes from the Powder River Basin, which is the
fastest-growing coal region in that country.  Although the Btu
content of PRB coal is low, it has very low sulphur
characteristics, providing better environmental regulation
compliance.  As a result, many utilities are turning to PRB coal
to satisfy baseload demand in the eastern United States in spite
of long distances to reach generation facilities.

Arch Coal's profitability has improved in 2006 given higher
realized pricing as expiring coal contracts are replaced with new
contracts featuring increased pricing.  Additionally, the
company's cost position has improved following the spin-off of
several higher-cost mines in Central Appalachia in late 2005.

Despite some softening in coal markets the past few months,
attributable to milder weather patterns and increased inventories,
the long-term outlook for coal remains sound given its relative
low cost and availability compared with competing energy sources.

The company's leverage to coal prices has increased the past
two years through increased capacity attained as a result of
acquisitions in the PRB and Western Bituminous regions.  This has
led to sharply higher capital spending that has pressured free
cash flow.  While capital spending should alleviate somewhat
in 2007, ongoing annual payments to the U.S. Bureau of Land
Management will likely inhibit any material decrease in leverage.


ARCH WESTERN: DBRS Holds Senior Unsec. Debt's Ratings at BB (low)
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed Arch Coal, Inc.'s Issuer
Rating and Arch Western Finance LLC's Senior Unsecured Debt at BB
(low).  The ratings reflect the company's solid business profile
as the second largest coal producer in the United States, tempered
by the company's aggressive financial profile given its highly
leveraged balance sheet.  The trends are Stable.

Arch Coal remains well-positioned in the United States as over 70%
of its production comes from the Powder River Basin, which is the
fastest-growing coal region in that country.  Although the Btu
content of PRB coal is low, it has very low sulphur
characteristics, providing better environmental regulation
compliance.  As a result, many utilities are turning to PRB coal
to satisfy baseload demand in the eastern United States in spite
of long distances to reach generation facilities.

Arch Coal's profitability has improved in 2006 given higher
realized pricing as expiring coal contracts are replaced with new
contracts featuring increased pricing.  Additionally, the
company's cost position has improved following the spin-off of
several higher-cost mines in Central Appalachia in late 2005.

Despite some softening in coal markets the past few months,
attributable to milder weather patterns and increased inventories,
the long-term outlook for coal remains sound given its relative
low cost and availability compared with competing energy sources.

The company's leverage to coal prices has increased the past two
years through increased capacity attained as a result of
acquisitions in the PRB and Western Bituminous regions.  This has
led to sharply higher capital spending that has pressured free
cash flow.  While capital spending should alleviate somewhat in
2007, ongoing annual payments to the U.S. Bureau of Land
Management will likely inhibit any material decrease in leverage.


ARMSTRONG WORLD: Travelers Casualty Withdraws $5-Million Claim
--------------------------------------------------------------
Travelers Casualty & Surety Company of America withdraws its
unsecured priority claim -- Claim No. 3598 -- asserting $5,043,170
against Armstrong World Industries Inc.

As reported in the Troubled Company Reporter on July 14, 2006, the
U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement among Armstrong World Industries Inc. and its
debtor-affiliates, Travelers Casualty and Surety Company, The
Travelers Indemnity Company, and the Travelers Insurance Company.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of  
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.
                                     
The company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). StephenKarotkin,
Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors in
their restructuring efforts.  The company and its affiliates
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ARMSTRONG WORLD: Sea-Pac Appeals Court's Denial of Lift Stay Plea
-----------------------------------------------------------------
Sea-Pac Sales Company takes an appeal from the U.S. Bankruptcy
Court for the District of Delaware's order denying its request to
the U.S. District Court for the District of Delaware.

For reasons stated on the record at the October 23, 2006 hearing,
the Bankruptcy Court denied Sea-Pac's request:

   (i) to stay Armstrong World Industries, Inc.'s claims
       objection proceeding pending mediation or arbitration in
       accordance with provisions of certain agreements; and

  (ii) for relief from automatic stay or, in the alternative,
       from the discharge injunction under AWI's Plan of
       Reorganization.

As reported in the Troubled Company Reporter on Aug. 18, 2006, AWI
asks the U.S. Bankruptcy Court for the District of Delaware to
disallow and expunge Claim No. 4854 asserted by Sea-Pac for
$4,900,000.

Sea-Pac's Claim is based on AWI's "breaches" of the parties'
agreements:

    (1) a Commercial Flooring Products Distributorship
        Agreement;

    (2) a Residential Flooring Products and Distributorship
        Agreement and Sales/Service Center Agreement.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of  
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.
                                     
The company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). StephenKarotkin,
Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors in
their restructuring efforts.  The company and its affiliates
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ASARCO LLC: Reaches Tentative Agreement with Steelworkers Union
---------------------------------------------------------------
The United Steelworkers disclosed Tuesday that it, and a coalition
of other unions, has reached a tentative agreement with ASARCO on
a new contract covering 1,600 hourly workers.

"This agreement is a tremendous breakthrough for workers in the
mining industry," said Terry Bonds, USW District 12 Director and
the union's chief negotiator with ASARCO.  In addition to
substantial economic gains, the Steelworkers achieved breakthrough
security protections never before achieved in the U.S. mining
industry.

The tentative agreement is subject to ratification by union
members and approval of the U.S. Bankruptcy Court for the Southern
District of Texas.  The unions expect to hold ratification
meetings in the next two to three weeks, following the preparation
and distribution of a detailed summary of the tentative agreement.

Mr. Bonds praised the union membership, many of whom worked for
over a year without a contract and struck ASARCO for 19 weeks in
2005.  With copper prices at record highs, union members agreed to
a one-year contract with a wage-freeze to gain assurances that if
one or more of the company's operations were sold, the buyers
would retain the employees and bargain new labor agreements.

"Our members have shown enormous determination and courage over
the last 2-1/2 years.  Many "so-called" experts said that unions
would never again win a strike against a copper company after the
events of the 1983 Phelps Dodge strike. But our members proved
that working people don't have to simply accept inequality or
economic injustice.  They can fight back and win," Mr. Bonds
emphasized.

"I could not be more proud of our members and local union
leaders," Mr. Bonds said. "This was a long struggle and its
outcome was never guaranteed."

"In 2004, we had seven different contracts with varying contract
language, two different expiration dates, and differing pension
plans.  When we began bargaining in May of that year at four of
the locations, the company demanded massive wage and benefit
concessions.  We refused to accept their demands and our members
were forced to work for a year without a contract.  When
bargaining began at the Ray Mines in May 2005, the company
continued to demand concessions.  We refused.  When the Ray Mines
contract expired in July of 2005 our members voted to strike at
all locations.  To settle the 4-1/2 month strike, we agreed to a
one-year extension and immediately began preparing for the fight
ahead. The recently concluded tentative agreement is the fruit of
this extraordinary struggle," Mr. Bonds explained.

MR. Bonds also had praise for Joe Lapinsky, ASARCO's CEO.  "Our
negotiations with ASARCO were frustrated for almost two years by
Grupo Mexico.  That began to change when Grupo Mexico was moved
aside by an independent board of directors and Joe Lapinsky was
named to head the company.  He has chosen a path of cooperation
with our union, rather than confrontation, and we look forward to
working with him to address the many challenges still facing the
company."

Despite the company being in bankruptcy, the tentative agreement
includes:

    -- a single agreement covering five locations and the
       coalition of unions, expiring on June 30, 2010;

    -- strong successorship protections in the event of a sale of
       the company;

    -- substantial union influence over any Plan of Reorganization
       of the company

    -- restrictions on the company's ability to outsource work;

    -- a requirement that the company remain neutral in future
       union organizing campaigns and will grant recognition on
       the basis of a card-check;

    -- at least one and most likely two union-nominated members on
       the company's Board of Directors, upon its emergence from
       bankruptcy;

    -- commitments that the company will invest in the business
       and that no money can be taken out of the company unless
       strict standards are met;

    -- $3,000 ratification bonus;

    -- $1.00 per hour wage increase, retroactive to Jan. 1, 2007;

    -- $1.00 per hour wage increases, effective September 30, 2008
       and 2009;

    -- quarterly bonuses tied to the price of copper;

    -- a 20% increase in the pension formula;

    -- no increase in active health care or drug contributions;

    -- a new SUB Plan and insurance continuation for employees who
       are laid off;

    -- improvement in other benefit plans; and

    -- restoration of most of the health care benefits for
       previous retirees whose benefits were cut unilaterally by
       ASARCO in August 2003, and a sizeable reduction in monthly
       contributions.

Approximately 1,600 employees are covered by the agreement at five
locations in Arizona and Texas.  Contracts covering approximately
800 hourly employees originally expired on July 1, 2004 between
ASARCO and unions at the company's facilities in Amarillo, Texas;
Hayden, Ariz.; Sahuarita, Ariz., (Mission mine) and Marana, Ariz.,
(Silver Bell mine).  The labor agreement between ASARCO and unions
covering approximately 800 hourly employees at the company's Ray
Copper mine originally expired on July 1, 2005.

The unions representing workers at ASARCO included the United
Steelworkers, International Brotherhood of Electrical Workers,
Machinists, Boilermakers, Teamsters, Operating Engineers,
Millwrights and Pipefitters.

                        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 LLC: Court Lifts Stay to Allow Release of Mesirow Deposit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi approved ASARCO LLC's request to modify the
automatic stay to:

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

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

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Eric A. Soderland, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contended that ASARCO does not owe any debt to Mesirow for
prepetition services nor has Mesirow been retained by ASARCO to
provide postpetition services.

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

                         About ASARCO LLC

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

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

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

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

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


ASSET BACKED: Losses Cue S&P to Junk Rating on Class M4 Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M4
issued by Asset Backed Securities Corp. Home Equity Loan Trust
Series 2003-HE1 to 'CCC' from 'B', and removed it from CreditWatch
negative.

At the same time, the rating on class M3 remains on CreditWatch
with negative implications, where it was placed on July 19, 2006.
Lastly, the ratings on the remaining two classes from this
transaction were affirmed.

The downgrade reflects realized losses that have continuously
exceeded excess interest.  The failure of excess interest to cover
monthly losses has caused a continuous erosion of
overcollateralization.  During the past six remittance periods,
monthly realized losses have outpaced excess interest by
approximately 3.88x.

As of the December 2006 distribution date, overcollateralization
was below its target balance by approximately 90%.  Severely
delinquent loans represent 19.09% of the current pool balance.
Cumulative realized losses represent 1.74% of the original pool
balance.  The CreditWatch removal reflects the downgrade of the
rating to 'CCC'; classes of certificates or notes from RMBS
transactions rated 'CCC+' or lower are not eligible for
CreditWatch.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses and overcollateralization continues to erode, Standard &
Poor's will take further negative rating action.  Conversely, if
realized losses slow to a point at which they no longer outpace
monthly excess interest, and overcollateralization rebuilds toward
its target balance, Standard & Poor's  will affirm the rating and
remove it from CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

The credit support is provided by a combination of subordination,
overcollateralization, and excess spread.  The underlying
collateral for this transaction consists of closed-end, first-
lien, fixed- and adjustable-rate mortgage loans with original
terms to maturity of no more than 30 years.
   
      Rating Lowered And Removed From Creditwatch Negative
    
      Asset Backed Securities Corp. Home Equity Loan Trust
            Pass-Through Certificates Series 2003-HE1

                               Rating
                               ------
                   Class   To          From
                   -----   --          -----
                   M4      CCC         B/Watch Neg
   
            Rating Remaining On Creditwatch Negative

      Asset Backed Securities Corp. Home Equity Loan Trust
            Pass-Through Certificates Series 2003-HE1

                       Class   Rating
                       -----   ------
                       M3      BB/Watch Neg
   
                       Ratings Affirmed
    
      Asset Backed Securities Corp. Home Equity Loan Trust
            Pass-Through Certificates Series 2003-HE1

                       Class     Rating
                       -----     ------
                       M1        AA
                       M2        A


BEAR STEARNS: DBRS Holds Low-B Ratings on 6 Certificate Classes
---------------------------------------------------------------
Dominion Bond Rating Service upgraded the ratings of Bear Stearns
Commercial Mortgage Securities Trust 2004-PWR5 Class B from AA to
AA (high), Class C from AA (low) to AA, Class D from "A" to A
(high), Class E from A (low) to "A" and Class F from BBB (high) to
A (low).

DBRS has also confirmed these classes:

   * Class A-1 at AAA
   * Class A-2 at AAA
   * Class A-3 at AAA
   * Class A-4 at AAA
   * Class A-5 at AAA
   * Class X-1 at AAA
   * Class X-2 at AAA
   * Class G at BBB
   * Class H at BBB (low)
   * Class J at BB (high)
   * Class K at BB
   * Class L at BB (low)
   * Class M at B (high)
   * Class N at B
   * Class P at B (low)

The trends for all rated classes of the transaction are Stable.

The portfolio has had 25 months of seasoning since issuance and
paid down 2.6%.  All of the original loans remain in the pool and
the current portfolio balance is $1,200,700,225.  The collateral
consists of 130 fixed-rate loans secured by 145 multi-family,
mobile home parks, commercial properties and government-backed
securities.

The current outlook for this pool is strong because three of the
largest loans in the pool have defeased since October 2006.  The
pool had good financial reporting, with 87% of the pool reporting
year ended 2005 financials and many loans reporting partial-year
2006 financials.

The largest loan, 2941 Fairview Park Drive, is a Class A office
building that is located within the ten-building, 2.1 million
square foot  Fairview Business Park in Falls Church, Virginia,
with good accessibility to major highways.  Built in 2001, the
property is of excellent quality and has a very high level of
tenant build-out.  The tenant roster is strong.  The largest
tenant, General Dynamics Corp., is considered investment grade and
has a lease that extends to November 2018, beyond the loan
maturity.

The second largest loan in the pool, The Summit Louisville, is
a lifestyle shopping center located in northwest Louisville,
Kentucky.  Constructed in 2001, the center is occupied by a mix of
typical community-center and regional-mall tenants such as Gap,
Old Navy and Bed Bath & Beyond.  The Summit Louisville offers
shoppers access to higher-end mall tenants with the convenience of
a community shopping center.  The DSCR has improved from 1.9x as
underwritten by the servicer at issuance to 2.06x as of YE 2005.

The pool is heavily concentrated in a number of ways.  The top ten
loans represent 36.7% of the pool; office and retail property
types represent 29.7% and 31.9% of the current pool balance,
respectively; and properties located in the state of California
represent 16.8%.  These concentrations are mitigated by the
numerous large and prominent assets in the pool: 11 loans have
balances larger than $20 million, seven loans are shadow-rated
investment grade by DBRS, and three of the larger loans in the
pool are defeased and hence collateralized by U.S. government-
backed assets.  Six full-term interest-only loans have an average
DSCR of 2.6x based on interest-only debt service payments, which
positively affects
the pool DSCR.

The shadow-rated loans in the pool are the Reisterstown Plaza
loan, the World Apparel Center loan, the Fullerton Metrocenter
loan, the Winslow Bay Commons loan, the New Castle Marketplace
loan, the Palmetto Business Park loan and the Monticello Mall
loan.

In general, the pool's financial performance has improved,
with DSCR increasing from 1.63x at issuance to 1.72x currently;
however, there are three loans in the top ten with decreases in
cash flow.  All three of these loans have favorable tenant lease
expiration schedules and stable occupancy and have reported
partial-year 2006 financial statements that suggest cash flow
recovery.  There are two loans on the DBRS HotList; however,
no loans in the pool are delinquent.


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust 2006-
SL6, and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, subprime
and Alt-A second lien mortgage loans.  Approximately 78.8% of the
loans were purchased by EMC Mortgage Corporation from various
originators via its conduit correspondent channel and 21.2% were
originated by Bear Stearns Residential Mortgage Corporation.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, and an interest rate swap agreement.

Moody's expects collateral losses to range from 8.75% to 9.25%.

EMC Mortgage Corporation will act as master servicer.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2006-SL6

   * Mortgage-Backed Certificates, Series 2006-SL6

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


BENNETTE AUTO: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bennette Auto Group, LLC
        4026 Texoma Parkway
        Sherman, TX 75090

Bankruptcy Case No.: 06-42291

Type of Business: The Debtor is a dealer in Chrysler, Dodge,
                  Chevrolet, and other branded vehicles.
                  See http://www.bennettautogroup.com/

Chapter 11 Petition Date: December 29, 2006

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

                        -- and --

                  Nicholas C. Inman, Esq.
                  3818 Cedar Springs Road, Suite 101-341
                  Dallas, TX 75219
                  Tel: (214) 454-6497

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Shopper                        Business Debt          $30,875
P.O. Box 1249
Denison, TX 75020

KMFC                               Business Debt          $19,635
[no address provided]

Joyce W. Lindauer                  Legal Fees             $17,500
8140 Walnut Hill Lane
Suite 301
Dallas, TX 75231

Kia Motors                         Business Debt          $12,052
9801 Muirlands Boulevard
P.O. Box 52410
Irvine, CA 52410

Auto Trader                        Business Debt           $5,160
P.O. Box 932207
Atlanta, GA 31193-2207

Centrix Financial                  Business Debt           $5,828

Americredit Financial              Business Debt           $4,205

Van Alstyne Leader                 Business Debt           $3,996

Wells Fargo Financial              Business Debt           $3,211

The McKinney Courier Gazette       Business Debt           $3,208

USA Dent Guys                      Business Debt           $3,150

Impact Partners                    Business Debt           $3,150

De Lage Landen Financial Service   Business Debt           $3,075

Colormate                          Business Debt           $2,966

The Pittsburg County Shopper       Business Debt           $2,700

Valvoline Company                  Business Debt           $2,251

Carriage                           Business Debt           $2,100

Kten-TV                            Business Debt           $1,870

Primary Media Ltd.                 Business Debt           $1,530


BRANFORD PARTNERS: Taps SulmeyerKupetz as Bankruptcy Counsel
------------------------------------------------------------
Branford Partners LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ
SulmeyerKupetz as its bankruptcy counsel.

The Debtor tells the Court that SulmeyerKupetz has represented it
with respect to restructuring, bankruptcy and insolvency matters
prior to its bankruptcy filing.

SulmeyerKupetz will:

    a. continue its representation of the Debtor;

    b. examine claims of creditors to determine their validity;

    c. give advice and counsel to the Debtor in connection with
       legal issues, including the use, sale or lease of property
       of the estate, request s for security interests, relief
       from the automatic stay, special treatment, payment of
       prepetition obligations, among others;

    d. negotiate with creditors holding secured and unsecured
       claims;

    e. prepare and present a plan of reorganization and disclosure
       statement; and

    f. object to claims as may be appropriate.

The Debtor discloses that the SulmeyerKupetz's professionals bill:

       Designation                      Hourly Rate
       -----------                      -----------
       Members & Senior Counsel         $375 - $600
       Of Counsel                       $375 - $500
       Associates                       $250 - $400

David S. Kupetz, Esq., a member at SulmeyerKupetz, assures the
Court that the firm does not represent any interest adverse to the
Debtor or its estate.

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of the City of Los Angeles.  
The company filed for chapter 11 protection on Dec. 26, 2006
(Bankr. C.D. Calif. Case No. 06-12551)  When the Debtor filed for
protection from its creditors, its listed estimated assets and
debts between $1 million and $100 million.  The Debtor's exclusive
period to file a chapter 11 plan expires on Apr. 25, 2007.


BRANFORD PARTNERS: Section 341(a) Meeting Scheduled on January 24
-----------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Branford Partners, LLC's creditors at 1:00 p.m., on Jan. 24, 2006,
at Room 105, 21051 Warner Center Lane in Woodland Hills, Calif.

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

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of the City of Los Angeles.  
The company filed for chapter 11 protection on Dec. 26, 2006
(Bankr. C.D. Calif. Case No. 06-12551)  When the Debtor filed for
protection from its creditors, its listed estimated assets and
debts between $1 million and $100 million.  The Debtor's exclusive
period to file a chapter 11 plan expires on Apr. 25, 2007.


BRICKELL YACHT: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Brickell Yacht Club
        801 Brickell Bay Drive, Suite 470
        Miami, FL 33131

Bankruptcy Case No.: 07-10040

Type of Business: The Debtor develops waterfront real estate.

Chapter 11 Petition Date: January 3, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Robert C. Meyer, Esq.
                  2223 Coral Way
                  Miami, FL 33145
                  Tel: (305) 285-8838
                  Fax: (305) 285-8919

Total Assets: $20,500,000

Total Debts:   $8,942,086

Debtor's Two Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Rizo Carreno & Partners Inc.               $107,261
2100 Ponce de Leon Boulevard
Suite 701
Coral Gables, FL 33134

Miami-Dade Tax Collector                   $104,000
P.O. Box 019967
Miami, FL 33101


C-BASS: S&P Holds Low-B Ratings on Various Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of C-Bass related certificates from three different
transactions.

At the same time, the ratings on the remaining classes from these
transactions were affirmed.

The upgrades reflect an updated loan-by-loan analysis performed on
the mortgage pool.  The loss coverage levels derived from the new
loan-by-loan analyses are significantly lower than the original
levels at issuance, primarily because of loan seasoning, updated
FICO scores, and adjusted lower loan-to-value ratios, due to
property value appreciation.  As a result, Standard & Poor's
raised the ratings to reflect the credit support provided at
the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure that the
assigned ratings accurately reflect the risks associated with it.
     
   
                         Ratings Raised
   
                         2003-CB6 Trust
                   Asset-backed Certificates
                   
                                        Rating
                                        ------
           Series      Class        To          From
           ------      -----        --          ----
           2003-CB6    M-1          AA+         AA  
           2003-CB6    M-2          AA-         A  
           2003-CB6    M-3          A           A-  


                         2004-CB2 Trust
                   Asset-backed Certificates

                                        Rating
                                        ------
           Series      Class        To          From
           ------      -----        --          ----
           2004-CB2    M-1          AAA         AA
           2004-CB2    M-2          AA-         A
           2004-CB2    M-3          A           A-

                         2004-CB4 Trust
                   Asset-backed Certificates
                   
                                        Rating
                                        ------
           Series      Class        To          From
           ------      -----        --          -----
           2004-CB4    M-1          AA+         AA
           2004-CB4    M-2          A+          A
           2004-CB4    M-3          A           A-

                        Ratings Affirmed
   
                         2003-CB6 Trust
                   Asset-Backed Certificates
   
           Series       Class                     Rating
           ------       -----                     ------
           2003-CB6     AF-5, AF-6                AAA
           2003-CB6     M-4                       BBB+
           2003-CB6     M-5                       BBB
           2003-CB6     M-6                       BB+


                         2004-CB2 Trust
                   Asset-Backed Certificates
           
           Series       Class                     Rating
           ------       -----                     ------
           2004-CB2     B-1                       BBB+
           2004-CB2     B-2                       BBB
           2004-CB2     B-3                       BBB-
           2004-CB2     B-4                       BB


                         2004-CB4 Trust
                    Asset-Backed Certificates

           Series       Class                     Rating
           ------       -----                     ------
           2004-CB4     A-4, A-5, A-6             AAA
           2004-CB4     B-1                       BBB+
           2004-CB4     B-2                       BBB
           2004-CB4     B-3                       BBB-
           2004-CB4     B-4                       BB+


CAL-BAY: Posts $1.3 Million Net Loss in Quarter Ended Sept. 30
--------------------------------------------------------------
Cal-Bay International Inc. reported a $1.3 million net loss on
$877,049 of revenues for the quarter ended Sept. 30, 2006,
compared with a $913,830 net loss on $31,706 of revenues for the
same period in 2005.

Operating expenses for the three months ended Sept. 30, 2006, were   
$1.2 million compared with $45,536 for the same period in 2005.  

At Sept. 30, 2006, the company's balance sheet showed
$35.2 million in total assets, $8.5 million in total liabilities,
and $26.7 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?1833

                        Going Concern Doubt

Lawrence Scharfman CPA PC expressed substantial doubt about
Cal-Bay's ability to continue as a going concern after auditing
the company's financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
company's need to secure additional working capital for its
planned activity and to service its debt.

                    About Cal-Bay International

Carlsbad, Calif.-based Cal-Bay International Inc. (OTCBB: CBAY) --
http://www.calbayinternational.com/-- is a publicly traded real  
estate development and investment company.  Cal-bay International
Inc. acquires, develops, and manages a diversified portfolio of
real estate properties.


CARTER GRANDLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CFI Manufacturing, Inc.
        dba Carter Grandle
        2150 Whitfield Avenue
        Sarasota, FL 34243

Bankruptcy Case No.: 07-00131

Type of Business: The Debtor manufactures casual outdoor
                  furniture, cushions, and umbrellas.
                  See http://www.cartergrandle.com/

Chapter 11 Petition Date: January 7, 2007

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Benjamin G. Martin, Esq.
                  Law Offices of Benjamin Martin
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: (941) 951-6166
                  Fax: (941) 951-2076

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
   ------                     ---------------       ------------
Eastern Metal Supply          Supplies                  $567,391
P.O. Box 862731
Orlando, FL 32886-2731

Maxpak Corporation            Supplies                  $159,566
P.O. Box 533250
Atlanta, GA 30353-3250

Shuford Mills, Inc.           Supplies                  $132,963
P.O. Box 100274
Atlanta, GA 30384-0274

Estes Express Lines           Shipping services         $129,620
P.O. Box 25612
Richmond, VA 23260-5612

Uti, United States, Inc.      Shipping services         $116,991

Rohm and Haas Powder Coating  Supplies                  $115,427

Merchandise Mart Rent         Rent                      $113,654
Account

North American Die Casting    Supplies                  $102,418

Abf Freight System, Inc.      Shipping services          $99,230

Vf Jeanswear                  Advertising                $98,703

Zenith Insurance Company      Insurance                  $95,635

Alabama Die Cast              Supplies                   $79,069

L&P Financial Services/       Supplies                   $78,905
Cumulus

Karen Marketing Company       Supplies                   $72,288

Southeastern Freight Lines,   Shipping services          $71,886
Inc.

Glen Raven Mills              Supplies                   $70,430

Smith, Turner & Reeves        Accounting services        $66,052

U.S. Sample Corporation       Shipping services          $59,665

United Shipping Solutions/    Shipping services          $57,819
DHL

Terry Print Solutions         Supplies                   $56,605


CFSB ABS: Losses Cue S&P to Cut Class B Certs.' Rating to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from CSFB ABS Trust 2001-HE20 and its ratings on the M-2 classes
from CSFB ABS Trust 2001-HE20 and CSFB ABS Trust 2001-HE17.

Additionally, the ratings on the M-2 classes from both
transactions remain on CreditWatch with negative implications,
where they were placed Nov. 22, 2006.

Additionally, the ratings on the two remaining classes from each
were affirmed.

The rating on class B from CSFB ABS Trust 2001-HE20 was lowered to
'D' from 'CCC' due to a $50,505 loss realized by the class during
the December 2006 remittance period.  The rating on class M-2 from
series 2001-HE20 was lowered to 'BBB' from 'A' and remains on
CreditWatch with negative implications because of deteriorating
performance that has allowed losses to outpace excess interest and
erode available credit support.  Cumulative losses for this
transaction total $12.8 million, or 4.56% of the original pool
balance, and serious delinquencies total $4.8 million, or 21.27%
of the current pool balance.

Currently, 7.61%, or $21.3 million of the pool balance, remains
outstanding.  The rating on class M-2 from CSFB ABS Trust 2001-
HE17 was lowered to 'B' from 'BB' and remains on CreditWatch with
negative implications due to realized losses that continuously
exceed excess interest.  Cumulative losses total $15.7 million, or
3.84% of the original pool balance, and severely delinquent loans
total $6.7 million, or 16.74% of the current pool balance. The
pool for this series has paid down to 9.7%, or $39.8 million.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch negative. If losses
decline to a point at which they no longer outpace excess
interest, and the level of overcollateralization has not been
further eroded, Standard & Poor's will affirm the ratings
and remove them from CreditWatch.

Conversely, if losses continue to outpace excess interest,
Standard & Poor's will take further negative rating actions.
     
The collateral for these two series consists of subprime closed-
end, fixed- and adjustable-rate, first-lien mortgage loans with
original terms to maturity of no more than 30 years.
    
                         Rating Lowered
    
                         CSFB ABS Trust

                                      Rating
                                      ------
            Series      Class   To              From
            ------      -----   --              -----
            2001-HE20   B       D               CCC
    
       Ratings Lowered And Remaining On Creditwatch Negative
    
                         CSFB ABS Trust
      
                                      Rating
                                      ------
            Series      Class   To              From
            ------      -----   --              -----
            2001-HE17   M-2     B/Watch Neg     BB/Watch Neg
            2002-HE20   M-2     BBB/Watch Neg   A/Watch Neg
   
                        Ratings Affirmed
   
                         CSFB ABS Trust
     
            Series      Class                       Rating
            ------      -----                       ------
            2001-HE17   A-1, A-2, A-IO              AAA
            2001-HE17   M-1                         AA+
            2001-HE20   A-1, A-IO                   AAA
            2001-HE20   M-1                         AAA


CHEVY CHASE: Moody's Rates Class B-5 Certificate at B2
------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
B2 to certificates issued by Chevy Chase Funding LLC, Mortgage-
Backed Certificates, Series 2006-4.

The securitization is backed by Chevy Chase Bank, F.S.B.
originated or acquired 100% adjustable-rate mortgage loans with a
negative amortization payment option.  The ratings are based
primarily on the credit quality of the loans, the structure of the
transaction, and on the protection from subordination and primary
mortgage insurance.  After taking into consideration the benefit
from the mortgage insurance, Moody's expects collateral losses to
range from 1.1% to 1.3%.

Chevy Chase Bank, F.S.B. will service the loans.

These are the rating actions:

   * Chevy Chase Funding LLC

   * Mortgage-Backed Certificates, Series 2006-4

                   Class A-1,  Assigned Aaa
                   Class A-1I, Assigned Aaa
                   Class A-2,  Assigned Aaa
                   Class A-2I, Assigned Aaa
                   Class A-NA, Assigned Aaa
                   Class IO,   Assigned Aaa
                   Class NIO,  Assigned Aaa
                   Class B-1,  Assigned Aaa
                   Class B-1I, Assigned Aaa
                   Class B-1NA,Assigned Aaa
                   Class B-2,  Assigned Aa2
                   Class B-2I, Assigned Aa2
                   Class B-2NA,Assigned Aa2
                   Class B-3,  Assigned A2
                   Class B-3I, Assigned A2
                   Class B-3NA,Assigned A2
                   Class B-4,  Assigned Baa3
                   Class B-5,  Assigned B2

The notes are being offered in a privately negotiated transaction
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A and, in the case of
certain certificates, under Regulation S.


CLIENTLOGIC CORP: S&P Lifts Corporate Credit Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Rating Services reported that it upgraded its
corporate credit rating on Nashville, Tennessee-based ClientLogic
Corp. to 'B+' from 'B', and removed the ratings from CreditWatch
with positive implications where they were placed on
Oct. 20, 2006.

The outlook is stable.

At the same time, Standard & Poor's assigned a 'B+' rating, the
same as the corporate credit rating, and a recovery rating of '2'
to the company's proposed first lien loan of $760 million.  The
'2' recovery rating on the first lien indicates expectations for
substantial recovery of principal in the event of a payment
default.  Proceeds of the $675 million term loan, in conjunction
with $57 million in equity roll over, will be used to fund the
acquisition of SITEL and to refinance ClientLogic's existing debt.

"The ratings reflect ClientLogic's uneven performance operating in
a niche oriented and very competitive market, the risk of a
lengthy integration process, as well as high leverage," said
Standard & Poor's credit analyst Stephanie Crane Mergenthaler.

These factors somewhat are offset by increased scale as a result
of the SITEL acquisition, and a diversified blue-chip customer
list and global end markets.

ClientLogic provides outsourced customer-care and fulfillment
services, through its customer contact centers and distribution
warehouses located across the globe.  Many of these services help
ClientLogic's customers manage call volume and customer service
issues through call centers.  SITEL, whose revenue reached
$1 billion in 2005, is a close competitor to ClientLogic in
the customer care industry.  The union of these two companies
should significantly increase market share and scale, as sales are
more than two times, placing the combined company in second place
within the customer care outsourcing market.  The acquisition will
also create a much more diversified customer base across a wide
assortment of end markets with a global footprint.


COLLINS & AIKMAN: Exclusive Plan-Filing Period Extended to May 14
-----------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to further
extend:

    -- their exclusive period to file a plan of reorganization
       from Jan. 12, 2007, through and including May 14, 2007;
       and

    -- their exclusive period to solicit acceptances of the plan
       from March 14, 2007 through and including July 12, 2007,

without prejudice to the Debtors' rights to seek additional
extensions.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, New
York, tells the Court, since the latest extension of the
Exclusivity Periods, and in connection with the pursuit of a
cooperative sale process, the Debtors recently negotiated a
customer agreement with their principal customers and the senior,
secured lenders' agent, JPMorgan Chase Bank, N.A.

As a result of the Customer Agreement's interim approval, the
Debtors filed their first amended Chapter 11 Plan and Disclosure
Statement on Dec. 22, 2006.  JPMorgan and the Customers
agreed to support the Plan.

Mr. Schrock relates, upon information and belief, JPMorgan and
the Official Committee of Unsecured Creditors will soon reengage
in negotiations regarding the Plan.  Accordingly, more time is
needed to negotiate the terms of a consensual plan with the
Creditors Committee and to incorporate the terms into the Amended
Plan for the Court's approval, he asserts.

The Debtors are also continuing their efforts to market and sell
substantially all of their assets, Mr. Schrock relates.  Pursuant
to the Customer Agreement, the Debtors intend to complete the
process by the end of June 2007.

The Debtors believe that it is important to the stability of their
bankruptcy cases that they maintain their exclusive right to
propose and file a Chapter 11 Plan, and to solicit and obtain
acceptances of the Plan.  An extension does not harm parties-in-
interest, Mr. Schrock maintains.  On the other hand, he contends,
the termination of the Exclusivity Periods could expose the
Debtors' Chapter 11 cases to needless disruption that could
jeopardize the significant progress that the Debtors have made to
date.

Moreover, the size and complexity of the Debtors' Chapter 11
cases alone constitute sufficient cause for an extension,
Mr. Schrock argues.

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. 49;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Can Enter Into New Cananwill Financing Deals
--------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan approves Collins & Aikman Corp.
and its debtor-affiliates' request to enter into:

    -- the New Financing Agreements with Cananwill Inc.; and

    -- future insurance premium financing agreements with
       Cananwill of any other third-party lender that are on
       substantially similar or better terms than the New
       Financing Agreements.

Each insurance premium financier is granted first priority
security interest in any gross unearned premiums payable to the
Debtors pursuant to the Debtors' insurance policies financed
under the relevant Future Financing Agreements.  The security
interest will be senior to any prepetition and postpetition
security interest in the collateral that is or may be senior to
or pari passu with the security interest of the Insurance Premium
Financier in the Collateral.

In the event that the Debtors default in the timely repayment of
any amounts due to the Insurance Premium Financier under the
terms of the Future Financing Agreements, the automatic stay
provisions of Section 362 of the Bankruptcy Code will be
immediately lifted and the Insurance Premium Financier may cancel
the Debtors' insurance policies financed under the relevant
Future Financing Agreements after giving notice.  

The Insurance Premium Financier may apply any unearned premiums
payable to the Debtors upon cancellation of the Debtors' insurance
policies to any amount owing by the Debtors to the Insurance
Premium Financier on account of the Future Financing Agreements,
all without further application to or order of the Court.

In the event that upon cancellation of the insurance policies
financed by an Insurance Premium Financier, the unearned or
returned premiums are insufficient to pay Debtors' total amount
due to the Insurance Premium Financier under the Future Financing
Agreements, then any remaining amount owing to the Insurance
Premium Financier on account of the Future Financing Agreements
will be administrative expenses under Section 503 of the
Bankruptcy Code.

The reversal or modification on appeal of the authorization under
the Order and Section 364 of the Bankruptcy Code will not effect
the validity of the debt, priority or lien granted to an
Insurance Premium Financier.

Upon occurrence of a default by the Debtors under the terms and
conditions of the Future Financing Agreements and applicable law,
no action will be taken to hinder, impede or delay exercise by an
Insurance Premium Financier of its rights and remedies under the
Future Financing Agreements and applicable law.

Each Insurance Premium Financier's rights under the Future
Financing Agreements and applicable state law will not be
impaired by the Debtors' Chapter 11 cases, the appointment of a
trustee or the conversion to a Chapter 7 case, or any other
provisions of the Bankruptcy Code.

              Debtors Sought Approval for New Accord

As part of operating their businesses, the Debtors maintain
numerous insurance policies, some of which require them to pay
annual premiums in one lump sum.  The Debtors finance certain of
the premiums by entering into premium financing agreements with
third-party lenders, Marc J. Carmel, Esq., at Kirkland & Ellis
LLP, in New York, New York, informed the Court.

On Jan. 6, 2006, the Court approved the Debtors' previous request
to enter into an insurance premium financing agreement with
Cananwill Inc. and additional agreements on substantially
similar terms.

Recently, the Debtors have decided to enter into a new insurance
premium financing agreement with Cananwill, under which Cananwill
agrees to finance $2,090,561 for premiums owed by the Debtors
under certain insurance policies beginning Dec. 1, 2006, on the
condition that the Debtors obtain Court approval to enter into the
new financing agreements and provide Cananwill with protections.

Mr. Carmel reiterated that laws of various states require the
Debtors to provide certain insurance coverage to continue to
operate.  The New Financing Agreements and the Future Financing
Agreements would finance the insurance coverage in the most cost-
effective manner.  Without the Financing Agreements, the Debtors
would be compelled to either attempt to pursue financing
alternatives at greater cost and less convenience, or pay the
entire insurance premiums in one lump sum that would be
detrimental to the Debtors' efforts to reorganize, Mr. Carmel
asserted.

Moreover, Section 364(c) permits a debtor to incur secured debt
if the debtor has been unable to obtain unsecured credit,
Mr. Carmel noted.  The Debtors sought unsuccessfully to obtain
unsecured credit to finance the premiums of the insurance
policies and expect that this may occur with the Debtors' effort
to finance other insurance policies.

Furthermore, the Financing Agreements will allow the Debtors to
spread the cost of their insurance coverage over a longer period
of time, permitting the Debtors to use cash efficiently,
Mr. Carmel pointed out.  Entering into the Financing Agreements
will allow the Debtors the greatest opportunity to continue to
restructure efficiently, he maintained.

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. 49;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPACT-IT INC: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Compact-It Inc.
        1407 Mallard Lane
        Roseville, CA 95661
        Tel: (800) 435-1030
        Fax: (916) 787-1032

Bankruptcy Case No.: 07-20102

Type of Business: The Debtor offers trash compacting services.

Chapter 11 Petition Date: January 5, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Scott A. Coben, Esq.
                  Coben & Associates
                  1214 F Street
                  Sacramento, CA 95814
                  Tel: (916) 492-9010

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
JV Manufacturing                   Business Debt         $187,855
P.O. Box 229
Springdale, AK 72765

Diversified Environmental Group    Business Debt          $83,752
MB #172
5424 Sunol Boulevard, Suite 10
Pleasanton, CA 94566-7705

Main Street Bank                   Business Debt          $49,102
P.O. Box 203909
Houston, TX 77216-3909

Sebright Products                  Business Debt          $29,744
127 North Water Street
Hopkins, MI 49328

Ray and Della Thompson             Consentual Lien        $71,469
P.O. Box 1230                                            Secured:
Davis, CA 95617                                           $44,870
                                                       Unsecured:
                                                          $26,599

Santa Barbara Bank & Trust         Business Debt          $25,352

Citi Corp. Credit Services         Credit Card            $23,184
                                   Purchases

Erickson Owens, Inc.               Consentual Lien        $23,089
                                                         Secured:
                                                             $650
                                                       Unsecured:
                                                          $22,439

RACO Enterprises                   Consentual Lien        $55,479
                                                         Secured:
                                                          $33,283
                                                       Unsecured:
                                                          $22,196

                                   Consentual Lien        $25,252
                                                         Secured:
                                                          $15,300
                                                       Unsecured:
                                                           $9,952

WasteEquip                         Business Debt          $20,046

Labor Commissioner of California   Wage Dispute           $19,350

Bank of America                    Credit Card            $16,553
                                   Purchases

Ray and Della Thompson             Consentual Lien        $20,904
                                                         Secured:
                                                          $10,440
                                                       Unsecured:
                                                          $10,464

                                   Consentual Lien        $16,048
                                                         Secured:
                                                           $8,100
                                                       Unsecured:
                                                           $7,948

Northern California Collection     Business Debt          $10,411

Brent's Electrical Service         Services Rendered       $9,500

NCCS                               Business Debt           $9,460

Industrial Machinery Int.          Business Debt           $8,799

Internal Revenue Service           Federal Payroll Taxes   $6,449


CYBERONICS INC: KPMG Raises Going Concern Doubt
-----------------------------------------------
KPMG LLP in Houston, Texas, raised substantial doubt about
Cyberonics Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended April 28, 2006, and April 29, 2005.  The auditing firm
pointed to the company's recurring losses from operations, the
receipt of a notice of default and demand letter and notice of
acceleration for a $125 million senior subordinated convertible
notes, and incurrence of a potential default of a $40 million line
of credit.

Cyberonics reported a $59.1 million net loss on $123.4 million of
net sales for the year ended April 28, 2006, compared with an
$18.6 million net loss on $103.4 million of net sales for the year
ended April 29, 2005.

At April 28, 2006, the company's balance sheet showed
$152.3 million in total assets, $147.7 million in total
liabilities, and $4.6 million in total stockholders' equity.

The company's balance sheet at April 28, 2006, also showed
strained liquidity with $137.3 million in total current assets
available to pay $146.5 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended April 28, 2006, are available for
free at http://researcharchives.com/t/s?183a

U.S. net sales increased by $17.6 million, or 20%, in fiscal year
2006 compared to fiscal year 2005, primarily due to an 18%
increase in new patient sales, partially offset by a decrease in
replacement sales.  International net sales increased by
$2.4 million, or 18%, in fiscal year 2006 due to increases in new
patient sales.

Gross profit increased by $19.9 million, or 23%, in fiscal year
2006 compared to fiscal year 2005, primarily due to higher sales
volumes.

The increase in net loss is mainly due to the increase in
operating expenses, the $2.6 million increase in interest expense,
partly offset by the improvements in gross profit, and the
$2.1 million increase in interest income.

Selling, general and administrative expenses increased by
$50.3 million or 58% in fiscal year 2006 due to additional
expenses associated with the treatment-resistant depression
product launch on Aug. 1, 2005.  

Research and development expenses increased by $9.4 million, or
47%, in fiscal year 2006 due to additional product development
programs and expanded regulatory activities primarily related to
the depression approval and launch.

Interest expense of $3 million for fiscal year 2006 increased
primarily due to interest expense applicable to the $125 million
of 3% senior subordinated convertible notes.

Interest income of $3.2 million during fiscal year 2006 increased
by 199%, as compared to interest income of $1.1 million for fiscal
year 2005, due to higher average investment balances attributable
to the net proceeds of $98.3 million received from the
$125 million of 3% senior subordinated convertible notes due in
2012 and higher interest rates.

Full-text copies of the company's consolidated financial
statements for the year ended April 28, 2006, are available for
free at http://researcharchives.com/t/s?183a

                         Notice of Default

On July 31, 2006, the company received a notice of default and
demand letter dated July 28, 2006, from Wells Fargo Bank, National
Association, pursuant to which the Wells Fargo asserted that the
company was in default of its obligations under the indenture
dated Sept. 27, 2005, between the company, as issuer, and Wells
Fargo Bank, as trustee, as a result of the company's failure to
timely file with the SEC its Form 10-K by July 12, 2006 and to
deliver a copy of this 2006 Form 10-K to the trustee by July 27,
2006.

On Oct. 2, 2006, the company received a notice of acceleration and
demand letter dated Sept. 27, 2006, from the trustee informing it
that, pursuant to the indenture, the trustee has declared the
notes due and payable at their principal amount together with
accrued and unpaid interest, and fees and expenses, and it demands
that all such principal, interest, fees and expenses under the
notes be paid to the trustee immediately.

As such, although the notes mature in 2012, the company has
included them as a current liability in its consolidated balance
sheet as of April 28, 2006.  To clarify its rights and
responsibilities under the indenture, the company filed a
declaratory judgment action on Oct. 3, 2006, styled Cyberonics
Inc. v. Wells Fargo Bank, N.A., as Trustee Under Indenture, No.
06-63284, in the 165th District Court of Harris County, Texas.  

In the lawsuit, the company seeks a declaration that no event of
default has occurred under the indenture and request attorney fees
under the Declaratory Judgment Act.  The company is also a
defendant in an action styled Wells Fargo Bank N.A. v. Cyberonics,
Inc., No. 06-CV-15272, pending in the United States District Court
for the Southern District of New York, alleging that the company
has breached the indenture.

                       About Cyberonics

Headquartered in Houston, Texas, Cyberonics Inc. ((NASDAQ: CYBX)
-- http://cyberonics.com/-- markets the VNS Therapy system in  
selected markets worldwide.  The VNS Therapy System uses a
surgically implanted medical device that delivers electrical
pulsed signals to the vagus nerve in the left side of the neck.
This therapy has proven effective in significantly reducing the
number and/or intensity of seizures in many people suffering from
epilepsy and has the potential for use in the treatment of other
inadequately treated, chronic disorders.

On July 15, 2005, VNS Therapy was approved by the FDA as a long-
term adjunctive treatment for treatment-resistant depression.  It
is also at various levels of study as a potential treatment for
other chronic disorders, including anxiety, Alzheimer's, bulimia,
and migraine headaches.


CYGNUS OIL: Defaults on Interest Payment for 7.5% Senior Notes
--------------------------------------------------------------
Cygnus Oil and Gas Corporation disclosed Monday that it has
defaulted on the payment of interest on certain of its senior
convertible notes.

On Apr. 4, 2006, pursuant to a Securities Purchase Agreement
entered into on that date between the company and certain
accredited investors, Cygnus Oil and Gas Corporation issued,
among other things, $22 million aggregate principal amount of
its 7.5% senior convertible notes due Apr. 4, 2009, convertible
into shares of the company's common stock, subject to the terms
and conditions of the Convertible Notes and the Purchase
Agreement.

Under the terms of the Convertible Notes, the company is required
to periodically pay to the Holders interest accruing with respect
to the Convertible Notes at a rate of 7.5% per year.

On Dec. 31, 2006, the company failed to make the $412,500 in
interest payments required under the terms of the Convertible
Notes.

Following the expiration of the cure period on Jan. 5, 2007, the
failure to make such payment of interest results in an event of
default under the terms of the Convertible Notes.  As such, the
Holders may now exercise various remedies available to them under
the Convertible Notes, including requiring that the company
immediately redeem all or a portion of the Convertible Notes at
the current aggregate redemption price of $27,500,000, as set
forth in the Convertible Notes.  The company is in discussions
with the Holders regarding the Convertible Notes.

As of this time, the company requires additional financing to fund
its current and planned operations and meet its capital
requirements, to continue operating, exploring and developing oil
and gas properties, and to otherwise implement its business plan.
As such, the company is searching for alternative sources of
financing.  As of Jan. 8, 2007, the Company says it hasn't
obtained such financing, and there is no assurance that the
company will obtain such financing.

                        Bankruptcy Warning

In addition to restructuring its debt obligations, the company has
considered and will continue to consider these alternatives, in
the event that it does not secure the additional financing needed
to continue its operations as presently conducted:

     a) entering into a business combination with another company
        or selling a portion or all of the company's assets;

     b) selling at auction certain of the Company's assets; and

     c) reorganization or liquidation proceedings.

                         About Cygnus Oil

Headquartered in Houston, Texas, Cygnus Oil and Gas Corporation,
fka Touchstone Resources USA Inc. (OTCBB: CYNS)is an oil and gas
exploration and production company.  Primarily a resource player,
its key assets consist of shale acreage in Woodruff County,
Arkansas and McIntosh County, Oklahoma and it also owns a variety
of non-producing assets in Alabama, Louisiana, Mississippi, and
New Zealand.  Since August 2005, the company has made significant
changes in its management, Board of Directors and the nature of
oil and gas assets it acquires to better position itself for
future company growth.


CYGNUS OIL: Board Appoints R. Gerald Bennett as President & CEO
---------------------------------------------------------------
Cygnus Oil and Gas Corporation's Board of Directors has appointed
R. Gerald Bennett as chairman of the board, president, and chief
executive officer to succeed Roger L. Abel who resigned from these
positions effective as of the same date.  Mr. Abel will continue
to serve as a director of the company.

Mr. Bennett has served as a member of the company's board of
directors since Nov. 29, 2005.  He has nearly 40 years of
experience in the petroleum and related industries.  From July
2000 until March 2005, he served as President and CEO of Total
Safety, Inc., a safety services provider to the energy industry.  

>From June 1996 until November 1999, he worked for Equitable
Resources, Inc. as President and CEO of ERI Supply and Logistics
where he directed oil and gas exploration, midstream operations,
and wholesale marketing efforts.  

During his career, Mr. Bennett has served as president of Enron
Gas Services, chairman and CEO of Houston Pipeline Company,
president and CEO of Perry Gas Companies, vice president of Parker
Drilling Company, and Manager of Gas Activities for Conoco, Inc.  

Mr. Bennett is currently a Director of the Memorial Hermann
Healthcare System Board, a Texas-based not-for-profit healthcare
system, and immediate past Chairman of the Memorial Hermann
Hospital Board.  Mr. Bennett is a graduate of Oklahoma State
University with a B.S. and M.S. in Industrial Engineering and
Management, and a graduate of The Harvard Business School Program
for Management Development.

With his appointment as chief executive officer of the Company,
Mr. Bennett resigned as chairman of the Audit Committee of the
company effective as of Dec. 29, 2006.  

At that time, the board appointed Alfred J. Moran, Jr., currently
serving as a member of the Company's board of directors, to serve
as the company's audit committee chairman.  Mr. Alfred J. Moran is
chairman and chief executive officer of the Moran Group, LLC, a
Value Creation, Crisis Management and Turnaround consulting firm
specializing in strategic, operational and financial turnarounds
and Interim CEO engagements.  

For many years he was a Senior Managing Director and Partner of
Kibel Green, Inc., the leading Value Creation, Interim CEO,
Turnaround, Restructure, Strategic Breakthrough consulting firm in
the Western United States.  

Alfred Moran is a seasoned Professional Chief Executive Officer
and Value Creation Consultant with over 35 years' experience in
building and enhancing shareholder value for companies ranging in
annual sales of approximately $3 million to approximately
$2.3 billion.  He has been CEO of public and private companies and
has provided professional assistance to the boards and CEOs of
many companies in diversified industries.  Mr. Moran has a master
of business administration from the Harvard Business School and a
bachelor of arts degree in Philosophy from the University of North
Carolina at Chapel Hill.  He is a Member of World Presidents
Organization in Houston, Texas.

                         About Cygnus Oil

Headquartered in Houston, Texas, Cygnus Oil and Gas Corporation,
fka Touchstone Resources USA Inc. (OTCBB: CYNS)is an oil and gas
exploration and production company.  Primarily a resource player,
its key assets consist of shale acreage in Woodruff County,
Arkansas and McIntosh County, Oklahoma and it also owns a variety
of non-producing assets in Alabama, Louisiana, Mississippi, and
New Zealand.  Since August 2005, the company has made significant
changes in its management, Board of Directors and the nature of
oil and gas assets it acquires to better position itself for
future company growth.

                        Bankruptcy Warning

Cygnus Oil and Gas Corporation has defaulted on the payment of
interest on its 7.5% senior convertible notes due Apr. 4, 2009.  
Under the terms of the Convertible Notes, the company is required
to periodically pay to the Holders interest accruing with respect
to the Convertible Notes at a rate of 7.5% per year.  On Dec. 31,
2006, the company failed to make a $412,500 interest payment
required under the terms of the notes.

In the event that it does not secure additional financing needed
to continue its operations in addition to restructuring its debt
obligations, the company will consider these alternatives:

     a) entering into a business combination with another company
        or selling a portion or all of the company's assets;

     b) selling at auction certain of the Company's assets; and

     c) reorganization or liquidation proceedings.


DANA CORP: Engine Products Biz Bids Must Be Submitted by Feb. 8
---------------------------------------------------------------
Dana Corp. and its debtor-affiliates revised their bidding
protocol, proposed order for bidding procedures, and notice of
sale and solicitation bids for the sale of their Engine Products
Business to include the Official Committee of Unsecured Creditors,
the Official Committee of Equity Security Holders, the Official
Committee of Non-Union Retirees and the Unions as recipients of
the submitted "Qualifying Bids."

The revised bidding protocol includes the Committees and the
Unions in the selection process of the best and highest bidder.
Professionals representing the Retiree Committee and the Unions
will also be allowed to attend the Auction.

The revised bidding protocol also provides that it does not
prejudice any party's rights under the Promec Shareholders'
Agreement.  The Debtors will notify Condumex of any proposed
purchase of their share in Promec in accordance with the
requirements of the Shareholders' Agreement.  The revised bidding
protocol does not impair Condumex's right to object to any
transfer of the Debtors' interest in Promec or their interest in
the Technical Assistance and Trademark License Agreement.

Furthermore, the revised bidding protocol provides that the
obligations to pay the Break-up Fee and the Expense Reimbursement
will be superpriority administrative expense claims in the
Debtors' bankruptcy cases, senior to all other superpriority
administrative expense claims other than those arising under the
Debtors' postpetition financing or claims falling within the
carve-out under that facility.

In the Revised Bidding Protocol, the Debtors included members of
the Muskegon, Caldwell and Churubusco CBAs in the service list.

A full-text copy of the revised bidding protocol is available for
free at http://ResearchArchives.com/t/s?1819

                            Court Order

The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approves the bidding procedures,
as revised, to govern the auction for the sale of the Debtors'
Engine Products Business.

All Qualified Bids must be submitted on Feb. 8, 2007.

If more than one Qualifying Bid is received, an auction will be
held on Feb. 12, 2007.

If no other Bid is received, the Court will conduct a hearing to
consider the sale of the Engine Products Business to MAHLE on
Feb. 14, 2007.

             Objections to Original Bidding Procedures

1. UAW and USW

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 pointed out
that the terms in the asset purchase agreement with MAHLE GmbH is
contrary to the terms of the collective bargaining agreements
covering the Muskegon, Michigan, and Caldwell, Ohio, union
employees.

Babette A. Ceccotti, Esq., at Cohen, Weiss and Simon, LLP, in New
York, noted the APA provides that the assumed liability will be
limited to liabilities relating to post-retirement welfare
benefit plan coverage for Union Transferred Employees and any
member of the Muskegon and Caldwell CBAs who retired with
eligibility in the CBAs' post-retirement welfare benefits.

The Debtors and MAHLE, however, have not requested nor held any
negotiation sessions with the Unions to discuss any changes to
the Caldwell and Muskegon CBAs.  Thus, Ms. Ceccotti said, it is
unclear what effect the sale of the Acquired Assets will have on
the Union-represented employees and retirees.

The Unions further pointed out that the bidding procedures
for the sale of the Engine Products Business do not contain
enough procedural protections to provide them with sufficient
time to bargain with the Debtors over the effects of the sale and
to bargain with MAHLE or the ultimate purchaser.

To ensure that the sale process fully preserves jobs and retiree
benefits, the Unions suggested that the bidding procedures
provide:

    (a) for them to receive notice of all competing bids,
        including contact information, so that they can discuss
        the bidder's intentions regarding future employment and
        benefits;

    (b) that all competing bidders and MAHLE are given copies of
        all of the CBAs;

    (c) them with a copy of a marked-up APA submitted by any
        bidder;

    (d) that they have the right to attend the Auction; and

    (e) that they reserve the right to object to, and submit
        additional arguments against any subsequent motions for an
        order authorizing the Debtors' sale of assets or for an
        order pursuant to Sections 1113 or 1114 of the Bankruptcy
        Code.

2. Condumex

Grupo Condumex, S.A. de C.V., noted that the proposed bidding
procedures purport to include the acquisition of the Debtors'
interests in Promotora de Industrias Mecanicas S.A. de C.V., a
joint venture among Dana Corporation, Sealed Power Technologies
Corporation of Nevada, and Condumex.

Jim L. Flegle, Esq., at Loewinsohn & Flegle, LLP, in Dallas,
Texas, told the Court that pursuant to a Shareholders'
Agreement, dated Aug. 21, 2000, Condumex has right to first
refusal on any transfer of the Debtors' shares in Promec.  From
the documents provided by the Debtors to Condumex, Mr. Flegle
notes that it seems the Debtors, MAHLE or any other potential
buyer may have the right to refuse to purchase the Promec shares,
with little or no notice given to Condumex.

Thus, Condumex objects to the Bidding Procedures to the extent:

    (1) it adversely affects any of its rights relating to Promec,
        including but not limited to its Right of First Refusal
        and the rights of any party pursuant to the Technical
        Assistance and Trademark License Agreement;

    (2) the bidding procedures and the proposed sale would be free
        and clear of the Promec Power Rights; and

    (3) it does not provide an adequate opportunity to review the
        relevant documents and schedules, and to the extent that
        the proposed procedures would allow the Debtors, MAHLE, or
        a third-party purchaser to change the terms of the
        purchase without adequate notice to Condumex.

Accordingly, Condumex asked the Court to deny approval of the
proposed bidding procedures.

Condumex wanted the Bidding Procedures and transactions to require
any prospective purchaser to comply with and be bound by the
Promec Rights.

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: Wants to Implement Re-Sourcing Program of Sypris Parts
-----------------------------------------------------------------
Dana Corp. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to take all
actions necessary to implement a re-sourcing program of parts
supplied by Sypris Technologies Inc.

The Debtors' production of certain component parts, including
finished axle shafts, ring gears and pinions, depends on their
ability to obtain at competitive costs certain critical component
subparts for certain of the Parts.

The Debtors receive their main supply of these Parts from Sypris
Technologies Inc. under a series of long-term executory contracts.  
Since their bankruptcy filing, the Debtors have purchased, on the
average, $3,900,000 in Parts every week from Sypris.  The pricing
for most of the Parts under the Supply Contracts is now at a
significant premium above what the Debtors believe they could
obtain in the market, Corinne Ball, Esq., at Jones Day, in New
York, says.

Moreover, the Supply Contracts have been subject to substantial
disputes and litigation since before their bankruptcy filing, Ms.
Ball adds.  The disputes have arisen from and involved:

   (a) the Temporary Payment Assurances Agreement, dated
       December 15, 2005, between Sypris and the Debtors, under
       which Sypris obtained favorable adjustments to the
       Debtors' payment terms;

   (b) Sypris' later assertion that the Debtors have defaulted
       under the TPAA, from which Sypris obtained a further
       favorable adjustment of the Debtors' credit terms;

   (c) the near shutdown of key Dana operations a day before their
       bankruptcy filing, when Sypris advised the Debtors that it
       intended to halt its daily "just in time" shipments of
       Parts unless and until the Debtors agreed to eliminate
       credit terms entirely and go into "cash-in-advance"
       payment terms;

   (d) Sypris' April 27, 2006, Notice of Recoupment Rights and
       Lift Stay Motion, which sought to implement various
       setoffs and recoupments that the Debtors disputed; and

   (e) Sypris' disagreements with the Debtors over issues related
       to the purchase of materials to be used in the production
       of Parts in Morganton, North Carolina.

In May 2006, the Debtors entered into a Settlement Agreement with
Sypris, which afforded them continued supply of Parts from Sypris
without the immediate threat of additional litigation.  Sypris
also benefited from the Settlement Agreement in terms of, among
other things, the immediate payment of $9,200,000 as partial
satisfaction of its administrative claim and a right to apply
setoff in satisfaction of its claims for certain prepetition
purchase debts after reconciliation.

One key element of the Settlement Agreement is the requirement
that most ongoing and future contract disputes between the
parties be submitted to binding arbitration.  Accordingly, in
June 2006, the parties began a multi-phase arbitration
proceeding.  

In December 2006, the parties received the Final Award of
Arbitrator Relating to the Pricing and Sourcing of Gear Sets,
resolving some, but not all, of the disputes between the
parties concerning the relevant terms of the Supply Contracts.  
Remaining disputes still need to be resolved through subsequent
phases of the Arbitration, Ms. Ball says.

According to Ms. Ball, despite the Settlement Agreement and the
Arbitration, the Debtors have confronted and continue to confront
a variety of challenges with respect to Sypris, including:

   -- the economic burden of paying above-market prices for
      Sypris' Parts, which the Debtors estimate could cost them
      approximately $115,000,000 in the aggregate during the
      remaining term of the Supply Contracts;

   -- the costs and burdens to the Debtors of the Arbitration and
      the many pre-Arbitration disputes and court proceedings
      involving Sypris and the Supply Contracts;

   -- the uncertainties for the Debtors of the outcome of future
      phases of the Arbitration and of Sypris' claims for
      damages;

   -- the intensity of the discussions with Sypris and the
      practical bearing of the difficult relationship of the
      parties on the remaining term of the Supply Contracts;

   -- the Debtors' inability thus far to reach a consensus with
      Sypris; and

   -- the eventual obligation of the Debtors to assume or reject
      the Supply Contracts.

In light of these challenges, the Debtors have been compelled to
explore the availability of alternatives to Sypris.  For several
months now, the Debtors have been conducting due diligence and
analysis of several alternative suppliers and market pricing for
the Parts, Ms. Ball informs the Court.  

The Debtors' investigation has confirmed that Alternative
Suppliers are willing to supply many of the Parts at pricing that
is significantly more favorable than that contained in the Sypris
Supply Contracts.

Accordingly, the Debtors wish to embark on a staged program to
evaluate those alternatives more fully and ultimately secure them
if they are determined, in the Debtors' business judgment, to be
reliable and preferable, Ms. Ball tells Judge Lifland.

                      The Re-Sourcing Program

The Debtors have classified purchase orders into three
categories:

   1. Tooling P.O.'s -- Initial purchase orders with certain
      Alternative Suppliers for the creation of "production
      intent" tooling and equipment needed to produce the Parts.

   2. PPAP P.O.'s -- Corresponding purchase orders for limited,
      test quantities of the Parts, to be subjected to the Part
      Production Approval Process.

   3. Requirements P.O.'s -- Subject to successful Tooling and
      PPAP, purchase orders for supply of the Debtors'
      requirements for the Parts.

The Debtors have designed three Stages for the Re-Sourcing
Program:

A. Stage One focuses on large-steer axle beams, axle shafts,
   machining of drive-axle differential cases, and full-float
   axle-tube assemblies.

   With respect to each of the Stage One Parts, the Debtors
   propose that they promptly will enter into Tooling P.O.s and
   PPAP P.O.'s with certain Alternative Suppliers whom they
   already have identified.  In developing the Re-Sourcing
   Program, the Debtors have conducted specific and material,
   though preliminary and non-committal, discussions with the
   list of Alternative Suppliers.

   The Debtors' maximum estimated expenditure under the Stage One
   Tooling P.O.'s and PPAP P.O.s is $4,900,000, which the Debtors
   plan to pay over time as progress installments, per schedules
   to be negotiated in the Tooling P.O.s and PPAP P.O.'s.
   Extrapolating from the volumes of the past 12 months, the
   Debtors project that they can achieve net annual savings of
   approximately $6,700,000, as a result of using Alternative
   Suppliers for the Stage One Parts.

B. In Stage Two, the Debtors propose to re-source:

      * ring forgings for approximately $577,000 and a lead time
        of approximately 44 weeks;

      * pinion forgings for approximately $190,500 and a lead
        time of approximately 40 weeks;

      * input shaft forgings for approximately $29,400 and a lead
        time of approximately 20 weeks;

      * king pins for no material Capital Expense and a lead time
        of approximately only 12 weeks;

      * steer arms for approximately $250,000 and a lead time of
        approximately 44 weeks;

      * tie rod arms for approximately $250,000 and a lead time
        of approximately 44 weeks; and

      * full-float axle tube assembles not re-sourced in Stage
        One, at a Capital Expense of approximately $1,703,000 and
        a lead time of approximately 48 weeks.

C. In Stage Three, the Debtors propose to re-source:

      * helical gear forgings for approximately $144,200 and a
        lead time of approximately 28 weeks;

      * precision forgings for approximately $30,000 and a lead
        time of approximately 15 weeks;

      * forging and machined knuckles for approximately $600,000
        and a lead time of approximately 30 weeks; and

      * carriers and caps for approximately $970,000 and a lead
        time of approximately 24 weeks.

Stage One will lay the foundation for obtaining 50% of the
Debtors' axle shaft requirements from certain Alternative
Suppliers.  The remaining 50% will be re-sourced from a separate
Alternative Supplier, who has indicated willingness to invest
approximately $405,000,000 in equipment and a new machine shop to
produce the Parts to the Debtors.  To fund these investments, the
Alternative Supplier intends to seek project financing, according
to Ms. Ball.

The Debtors' current plan is to negotiate a long-term supply
contract with the Alternative Supplier, to be contingent on their
successful project financing and expansion of their production
facility, as well as upon successful Tooling and PPAP.

The Debtors expect that lead time needed for the Alternative
Supplier's financing and expansion, as well as their PPAP, will
be extensive, including no fewer than 10 months for the Tooling.

To position the Debtors to receive a steady supply of Parts from
an Alternative Supplier by early 2008, Ms. Ball contends that
they would need to commence negotiations with an Alternative
Supplier no later than Feb. 1, 2007, if negotiations with Sypris
have not by then resulted in a mutually beneficial resolution of
the parties' disputes.

                          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).


DAVID'S BRIDAL: S&P Assigns B Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating on Conshohocken, Pennsylvania-based David's Bridal
Inc.

The outlook is stable.

Standard & Poor's also assigned a 'B' rating to the company's
planned $315 million term loan B due 2014.  This rating and the
'3' recovery rating indicate Standard & Poor's expectation for a
meaningful recovery of principal in the event of payment default.

"The ratings reflect DBI's participation in the highly competitive
and fragmented bridal specialty retail market, and high pro forma
leverage of about 6.8x," said Standard & Poor's credit analyst
Jackie Oberoi.

DBI, the nation's largest bridal specialty retailer, operated
273 David's Bridal stores and 10 Priscilla of Boston stores as of
December 2006.  DBI participates in the stable wedding industry,
which is estimated at about $47 billion in annual sales.  

The industry is relatively mature, with expected growth of about
1% to 2% annually over the next several years.  A highly
fragmented group of retailers serves the wedding industry, with
about 95% of the market comprised of independent retailers.  DBI
is the U.S.'s only national retailer in this industry, with about
eight times more stores than its next  largest competitor, and
operates in 46 U.S. states and Puerto Rico.


DELPHI CORP: Appoints Max Rogers as Electronics General Director
----------------------------------------------------------------
Delphi Corp. disclosed that Max Rogers assumed the position of
general director of the Consumer Electronics business unit within
Delphi's Product & Service Solutions division on Jan. 1, 2007.

"Max brings a wealth of professional experience that spans various
companies, industries and markets," said Francisco Ordonez,
president, Delphi Products & Service Solutions.  "He is results
driven, which combined with his diverse knowledge base, makes him
a natural for the fast moving world of consumer electronics."

Max has been an executive within Delphi for five years, first as
the Global Sales Director for the Thermal Division in Lockport,
New York, and most recently as Global Director of Sales, Marketing
and Planning for Delphi Packard Electrical/Electronic Architecture
division in Troy, Michigan.

Prior to Delphi, he worked for TRW as the lead for high-tech
business development initiatives in web-based products and
applications.  There he also worked within the automotive business
of LucasVarity, a company acquired by TRW, as a business manager
for Mexico and Latin America then as a Product Line Director.  
Before joining LucasVarity he was a business manager for the
Product Design Center, a design and engineering services firm
which specialized in commercializing advanced technology products
for aerospace, light industrial and consumer markets.  Prior to
all of this Max had a career as a pilot in the United States Navy
where he was a graduate from the United States Naval Test Pilot
School.

"Max has the challenge in front of him to continue to build upon
the legacy Delphi has established in the realm of consumer
electronics," said Mr. Ordonez.  "Delphi was the first to partner
with XM in the portable satellite arena, and has continued to
deliver innovative technology each year.  We just introduced the
SKYFi3, and the NAV200.  At CES we will add to those products with
more great news.  The challenge ahead is to continue to lead in
technology and product development that delivers what consumers
want.  I know Max's leadership will do just that and result in
continued strong growth in consumer electronics at Delphi."

                         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.


DEUTSCHE ALT-A: Moody's Rates Class M-10 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust, Series 2006-AR6, and ratings ranging from Aa1 to Ba2 to
some subordinate certificates in the deal.

The securitization is backed by MortgageIT, Inc., Countrywide Home
Loans, Inc., and other mortgage lenders originated, adjustable-
rate, Alt-A mortgage loans acquired by DB Structured Products,
Inc.  The ratings are based primarily on the credit quality of the
loans and on the protection against credit losses provided by
subordination, excess spread, and overcollateralization.  The
ratings also benefit from interest-rate swap and cap agreements
provided by Deutsche Bank AG and Swiss Re Financial Products
Corporation, respectively.

Moody's expects collateral losses to range from 1% to 1.2%.

GMAC Mortgage, LLC, Countrywide Home Loans Servicing LP, and other
mortgage servicers will service the loans, and Wells Fargo Bank,
N.A. will act as master servicer.

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

These are the rating actions:

   * Deutsche Alt-A Securities Mortgage Loan Trust, Series
     2006-AR6

   * Mortgage Pass-Through Certificates

                   Class A-1, Assigned Aaa
                   Class A-2, Assigned Aaa
                   Class A-3, Assigned Aaa
                   Class A-4, Assigned Aaa
                   Class A-5, Assigned Aaa
                   Class A-6, Assigned Aaa
                   Class A-7, Assigned Aaa
                   Class A-8, 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 Ba2


DIRECTV GROUP: EchoStar Comms. Not Ruling Out Possible Merger
-------------------------------------------------------------
EchoStar Communications Corp. will wait until Liberty Media
Corporation takes control of DirecTV Group Inc. before it pursues
its own DirecTV merger plans, Reuters reports.  Charlie Ergen,
EchoStar's CEO, said during a Las Vegas trade conference that
EchoStar is not ruling out a possible merger with DirecTV.

Liberty Media disclosed in December that it has entered into a
definitive agreement with News Corporation to exchange Liberty's
16.3% stake in News for News's 38.5% stake in DirecTV, regional
sports networks in Denver, Pittsburgh, and Seattle, and cash.

Under the agreement, pursuant to Section 355 of the IRC, Liberty
will transfer to News 188,000,000 NWS shares and 324,637,067 NWS.A
shares, and News will transfer to Liberty the stock of a
subsidiary that holds 470,420,752 shares of DirecTV common stock,
the Fox Sports Rocky Mountain, Northwest and Pittsburgh regional
sports networks, and $550 million in cash.

The transaction, which was unanimously approved by the boards of
News and Liberty, is expected to close in mid-2007, and is subject
to regulatory and News Corp shareholder approvals and the receipt
of a private letter ruling from the Internal Revenue Service.

It is expected that Chase Carey will continue to serve as
DirecTV's President and CEO, and Liberty will appoint directors to
fill the board seats currently held by News representatives.

                          About EchoStar

EchoStar Communications Corporation (Nasdaq: DISH) --
http://www.dishnetwork.com/-- provides advanced digital  
television services.  The company serves more than 12.46 million
satellite TV customers through its DISH Network(TM).  Services
offered include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service.

                           About DirecTV

Headquartered in El Segundo, California, The DirecTV Group, Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides direct  
broadcast satellite service to more than 15 million customers in
the US and more than 1.5 million customers through its DirecTV
Latin America segment.

                           *     *    *

The DIRECTV Group Inc.'s long-term local and foreign issuer
credits carry Standard & Poor's BB ratings.  The ratings were
placed on Aug. 9, 2004 with a stable outlook.


DURA AUTOMOTIVE: Panel Taps Young Conaway as Bankruptcy Co-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 Young Conaway Stargatt & Taylor, LLP as
bankruptcy co-counsel, nunc pro tunc to Nov. 14, 2006.

Committee Chairperson Nicholas W. Walsh relates that Young
Conaway will, among others:

   (a) assist and advise the Committee in its consultation with
       the Debtors and the U.S. Trustee relative to the
       administration of the Debtors' Chapter 11 cases;

   (b) review, analyze and respond to pleadings filed with the
       Court by the Debtors and to participate in the pleading
       hearings;

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

   (d) assist the Committee in the review, analysis, and
       negotiation of any plan of reorganization and its
       disclosure statement, and any asset acquisition proposal
       that may be filed;

   (e) take all necessary action to protect the rights and
       interests of the Committee, including, but not limited to,
       possible prosecution of actions on its behalf; if
       appropriate, negotiations concerning all litigation in
       which the Debtors are involved; and if appropriate, review
       and analysis of claims filed against the Debtors' estate;

   (f) represent the Committee in connection with the exercise of
       its powers and duties under the Bankruptcy Code and in
       connection with the Debtors' Chapter 11 cases;

   (g) generally prepare on behalf of the Committee all necessary
       motions, applications, answers, orders, reports and papers
       in support of positions taken by the Committee;

   (h) assist the Committee in the review, analysis, and
       negotiation of any financing arrangements; and

   (i) perform all other necessary legal services in connection
       with the Debtors' Chapter 11 cases.

Young Conaway will bill:

           Professional                        Hourly Rate
           ------------                        -----------
           M. Blake Cleary                        $440
           Edmon L. Morton                        $380
           Erin Edwards                           $270
           Kim Beck (paralegal)                   $155

Mr. Cleary, a partner at Young Conaway, discloses that the firm
may have in the past represented, may currently represent, and
will likely in the future represent parties-in-interest to the
Debtors' Chapter 11 cases.  Mr. Cleary assures the Court that no
past or current representations are material or related to the
Debtors' Chapter 11 cases.  The parties are:

   -- certain Secured lenders represented by the firm include
      Bank of America, N.A.; Deutsche; Silver Point Capital; and
      Wachovia Bank, National Association;

   -- Contender 2 Limited, a significant equity investor and
      shareholder;

   -- the Debtors' Indenture Trustees;

   -- significant bondholders, including Bank of America;
      Deutsche; Jefferies & Company, Inc.; Lehman Brothers Inc;
      and Wachovia Bank; and

   -- Lear Corporation, a litigant.

Mr. Cleary assures the Court that his firm 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: Gets Ct.'s Final Nod to Pay Foreign Vendor Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted, on
a final basis, DURA Automotive Systems Inc. and its debtor
affiliates' request to pay prepetition claims owing to vendors,
service providers, regulatory agencies, and governments located in
foreign jurisdictions, including claims for payment for direct and
indirect materials and services provided to the Debtors, as well
as import or tax obligations.

As reported in the Troubled Company Reporter on Nov. 20, 2006, the
Debtors estimated that they owe approximately $3,400,000 to
Foreign Vendors as of their bankruptcy filing.  Of that amount,
the Foreign Claims of the foreign joint venture aggregate
approximately $100,000.

The Debtors also requested that they be authorized to permit all
prepetition checks issued by them to the Foreign Vendors to clear
the Debtors' bank accounts.  

The Debtors further requested that the banks honor, unless
otherwise directed, any and all prepetition and postpetition
checks drawn by the Debtors to pay any of the prepetition and
postpetition obligations owing to the Foreign Entities.

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).


ECHOSTAR COMMS: DirecTV Merger Plan Not Over Says CEO Ergen
-----------------------------------------------------------
EchoStar Communications Corp. will wait until Liberty Media
Corporation takes control of DirecTV Group, Inc., before it
pursues its own DirecTV merger plans, Reuters reports.  Charlie
Ergen, EchoStar's CEO, said during a Las Vegas trade conference
that EchoStar is not ruling out a possible merger with DirecTV.

Liberty Media disclosed in December that it has entered into a
definitive agreement with News Corporation to exchange Liberty's
16.3% stake in News for News's 38.5% stake in DirecTV, regional
sports networks in Denver, Pittsburgh, and Seattle, and cash.

Under the agreement, pursuant to Section 355 of the IRC, Liberty
will transfer to News 188,000,000 NWS shares and 324,637,067 NWS.A
shares, and News will transfer to Liberty the stock of a
subsidiary that holds 470,420,752 shares of DirecTV common stock,
the Fox Sports Rocky Mountain, Northwest and Pittsburgh regional
sports networks, and $550 million in cash.

The transaction, which was unanimously approved by the boards of
News and Liberty, is expected to close in mid-2007, and is subject
to regulatory and News Corp shareholder approvals and the receipt
of a private letter ruling from the Internal Revenue Service.

It is expected that Chase Carey will continue to serve as
DirecTV's President and CEO, and Liberty will appoint directors to
fill the board seats currently held by News representatives.

                           About DirecTV

Headquartered in El Segundo, California, The DirecTV Group, Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides direct  
broadcast satellite service to more than 15 million customers in
he US and more than 1.5 million customers through its DirecTV
Latin America segment.

                          About EchoStar

EchoStar Communications Corporation (Nasdaq: DISH) --
http://www.dishnetwork.com/-- provides advanced digital  
television services.  The company serves more than 12.46 million
satellite TV customers through its DISH Network(TM).  Services
offered include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service affirmed all ratings including the Ba3
corporate family and SGL-1 liquidity rating for EchoStar
Communications Corporation and its subsidiary EchoStar DBS
Corporation following the company's announcement of a proposed
$500 million of EDBS notes.

At the same time, Standard & Poor's Ratings Services assigned a
'BB-' rating to Echostar DBS Corp.'s aggregate $500 million senior
notes with maturities of 2013 and 2016.


ECHOSTAR COMMS: Extends Multi-Year Service Pact with Windstream
---------------------------------------------------------------
EchoStar Communications Corporation and Windstream Corporation has
disclosed a multi-year extension to their existing agreement to
offer DISH Network(TM) satellite TV service to Windstream
customers throughout its 16-state territory.  The satellite TV
service has been available to customers as part of a discounted
bundle of communications and entertainment services since 2005.

Both new and existing Windstream and DISH Network customers will
continue to have a single point of contact and single monthly
Windstream bill, and qualify for bundled discounts.

"DISH Network satellite TV service bundled with Windstream voice
and broadband service offers added value and convenience for our
customers," Windstream chief operating officer Keith Paglusch
said.  "Extending our relationship with EchoStar strengthens our
strategy to bundle services as a communications and entertainment
company."

"This extension solidifies our strategic relationship with
Windstream to offer our customers the best all-digital TV, high-
speed Internet, and local and long distance services," said Thomas
Stingley, senior vice president of Alliance Management at
EchoStar.  "We look forward to providing customers the benefits of
receiving a single bill for DISH Network and Windstream services -
all for an unparalleled value."

EchoStar Communications Corporation (Nasdaq: DISH) --
http://www.dishnetwork.com/-- provides advanced digital  
television services.  The company serves more than 12.46 million
satellite TV customers through its DISH Network(TM).  Services
offered include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service affirmed all ratings including the Ba3
corporate family and SGL-1 liquidity rating for EchoStar
Communications Corporation and its subsidiary EchoStar DBS
Corporation following the company's announcement of a proposed
$500 million of EDBS notes.

At the same time, Standard & Poor's Ratings Services assigned a
'BB-' rating to Echostar DBS Corp.'s aggregate $500 million senior
notes with maturities of 2013 and 2016.


EXIDE TECHNOLOGIES: Wants More Time to Object to Claims
-------------------------------------------------------
Reorganized Exide Technologies and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
deadline to object to various proofs of claim through and
including April 30, 2007, without prejudice to their rights to
seek additional extensions.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones
& Weintraub LLP, in Wilmington, Delaware, tells the Court that
more than 6,000 proofs of claim have been filed in Exide
Technologies and its debtor-affiliates' Chapter 11 cases totaling
approximately $4,400,000,000.

Ms. McFarland relates that through the efforts of the Reorganized
Debtors, the Postconfirmation Committee of Unsecured Creditors
and each of their professionals, about 5,750 claims have been
reviewed, reconciled, and resolved, thus reducing the total
amount of outstanding claims by more than $2,900,000,000.

Ms. McFarland adds that the Reorganized Debtors have completed
10 quarterly distributions to creditors under the confirmed Plan
of Reorganization, consisting of distributions on 2,200 claims
totaling $1,600,000,000.

However, Ms. McFarland notes that despite the substantial
progress, the Reorganized Debtors need more time to review and
resolve the remaining 390 claims.

Ms. McFarland asserts that the extension will allow the
Reorganized Debtors and the Postconfirmation Creditors Committee
more time to continue evaluating the claims filed against the
estate, prepare and file additional objections, and consensually
resolve those claims.

The Court will convene a hearing on Jan. 18, 2007, at 11:00 a.m.,
to consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' Claims Objection Deadline is automatically
extended through the conclusion of that hearing.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and  
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 94;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


FEDERAL MOGUL: Court Lifts Stay on Use of U.K. Insurance Claims
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware grants the request of Federal-Mogul
Corporation and its debtor affiliates for the lifting of the
automatic stay, to the extent necessary to exercise setoff rights
as contemplated by the settlement agreements relative to
employers' liability insurance coverage of asbestos-related claims
of employees of T&N and the U.K. Debtors.

The Court rules that the Debtors' obligations under the Collateral
Settlement Agreement will not be varied or modified by the terms
of any plan of reorganization.

To the extent that the Debtors' settlement of claims pursuant to
the Settlement Agreements constitute a use or sale of the claims
outside of the ordinary course of business, the Court approves the
use or sale of those claims.  In addition, the Court authorizes
the Debtors to effectuate the use or sale of the claims consistent
with the terms of the Settlement Agreements.

As reported in the Troubled Company Reporter on Dec. 6, 2005, the
Bankruptcy Court approved the settlement agreement inked among
Federal-Mogul Corporation and its debtor-affiliates based in the
United Kingdom, including T&N Limited and two insurers resolving
the litigation and dispute over the employers' liability insurance
coverage of asbestos-related claims of employees of T&N and the
U.K. Debtors.

The Employers' Liability Insurers are:

   (a) Royal Insurance Company, now Royal & SunAlliance; and
   (b) Brian Smith Syndicate at Lloyd's.

A list of the 58 U.K. Debtors is available for free at
http://ResearchArchives.com/t/s?36e

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company  
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.  
(Federal-Mogul Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


FINAL ANALYSIS: Board Calls for Bankruptcy Case Dismissal
---------------------------------------------------------
The Board of Directors of Final Analysis Communication Services
Inc. asks the U.S. Bankruptcy Court for the District of Maryland
to dismiss the voluntary Chapter 11 petition filed on Dec. 29 by
Christopher B. Mead on behalf of Final Analysis.

Final Analysis' Board tells the Court that that the bankruptcy
filing is unauthorized and should be dismissed by for lack of
jurisdiction.

Mr. Mead serves as the Chapter 11 Trustee for the estate of Nader
Modanlo.  As Chapter 11 Trustee, Mr. Mead asserts that he has
control of Mr. Modanlo's ownership rights in New York Satellite
Industries, LLC.  NYSI owns the majority of First Analysis' stock.

The Board, consisting of Mr. Modanlo as chairman and Messrs. John
Howard and Robert Michiels, argues that Mr. Mead's actions
authorizing the filing of a bankruptcy petition failed to comply
with proper procedures as required under Maryland law.

According to the Board, Mr. Mead illegally removed all prior
officers of Final Analysis and appointed himself as president,
secretary, treasurer, chief restructuring officer and chairman of
the board of directors so he can file the bankruptcy petition.

In order for a resolution allowing the filing of a bankruptcy
petition to have any binding effect, the Board says it is
necessary that proper notice be issued and that a quorum be
present during the meeting at which the board adopted the
resolution.  The Board contends that neither proper notice nor
quorum was made and achieved, even if Mr. Mead's claim of control
is ultimately sustained.

The Board accuses Mr. Mead of attempting to take over First Final
Analysis with the aim of wresting control of the General Dynamics
Corporation proceeding from them.  First Analysis has sued General
Dynamics, its largest unsecured creditor, and General Dynamics
Information Services, Inc., alleging a breach of certain
contracts.  

As reported in the Troubled Company Reporter on January 8, a jury
has awarded the Debtor $116 million in damages against General
Dynamics, and awarded $8 million to General Dynamics with respect
to counterclaims asserted against the Debtor.  However, the U.S.
District Court for the District of Maryland entered a judgment
reducing the Debtor's award to $19.87 million.  Both the Debtor
and General Dynamics are currently appealing the District Court's
judgment.

                       About Final Analysis

New York Satellite Industries, LLC, holds a majority interest in
Final Analysis Communication Services, Inc.  Nader Modanlo, who
filed for Chapter 11 protection on July 22, 2005, owns NYSI.

Lanham, Md.-based Final Analysis filed a voluntary Chapter 11
petition on Dec. 29, 2006 (Bankr. D. Md. Case No. 06-18520)
J. Daniel Vorsteg, Esq., Paul M. Nussbaum, Esq., and Martin T.
Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, represent the
Debtor.  When it filed for bankruptcy, the Debtor estimated its
assets at more than $100 million and debts at $1 million to
$100 million.


FINAL ANALYSIS: Creditors' Meeting Scheduled on February 5
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Final
Analysis Communication Services, Inc.'s creditors at 9:00 a.m. on
Feb. 5, 2007.  The meeting will be held at 6305 Ivy Lane, Sixth
Floor in Greenbelt, Md.

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

                       About Final Analysis

New York Satellite Industries, LLC, holds a majority interest in
Final Analysis Communication Services, Inc.  Nader Modanlo, who
filed for Chapter 11 protection on July 22, 2005, owns NYSI.

Lanham, Md.-based Final Analysis filed a voluntary Chapter 11
petition on Dec. 29, 2006 (Bankr. D. Md. Case No. 06-18520)
J. Daniel Vorsteg, Esq., Paul M. Nussbaum, Esq., and Martin T.
Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, represent the
Debtor.  When it filed for bankruptcy, the Debtor estimated its
assets at more than $100 million and debts at $1 million to
$100 million.


FIRST FRANKLIN: S&P Holds Rating on Class B-4 Certificates at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes from two transactions issued by First Franklin Mortgage
Loan Trust.  

At the same time, the ratings on the remaining classes from these
transactions were affirmed.

The upgrades reflect an updated loan-by-loan analysis performed on
the mortgage pool.  The loss coverage levels derived from the new
loan-by-loan analyses are significantly lower than the original
levels at issuance, primarily because of loan seasoning,
performance based updated borrower quality scores, and adjusted
lower loan-to-value ratios, due to property value appreciation.
As a result, Standard & Poor's raised the ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure that the
assigned ratings accurately reflect the risks associated with it.
     
                         Ratings Raised
   
                 First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
              Series      Class        To          From
              ------      -----        --          ----
              2004-FF4    M-1          AA+         AA
              2004-FF6    M-1          AAA         AA
              2004-FF6    M-2          A+          A


                        Ratings Affirmed
   
                First Franklin Mortgage Loan Trust
      
            Series       Class                    Rating
            ------       -----                    ------
            2004-FF4     A-1, A-2                 AAA
            2004-FF4     M-2                      A
            2004-FF4     M-3                      A-
            2004-FF4     B-1                      BBB+
            2004-FF4     B-2                      BBB
            2004-FF4     B-3                      BBB-
            2004-FF6     A-1, A-2B                AAA
            2004-FF6     M-3                      A-
            2004-FF6     B-1                      BBB+
            2004-FF6     B-2                      BBB
            2004-FF6     B-3                      BBB-
            2004-FF6     B-4                      BB+


FOAMEX INT'L: Senior Secured Noteholders Accept Amended Plan
------------------------------------------------------------
Foamex International Inc. disclosed Tuesday that the Senior
Secured Noteholders voting on its Second Amended Plan of
Reorganization have voted unanimously to accept the Plan.

Equityholders have until January 18, 2007 at 4:00 p.m. ET to vote
on the Plan.

Raymond E. Mabus, Jr., Chairman and Chief Executive Officer of
Foamex, said: "We are pleased to have received the unanimous
support of our Senior Secured Noteholders.  The result is
indicative of the Plan's broad-based support among our
stakeholders, and represents another significant step in Foamex's
chapter 11 process as we continue to build momentum toward
emergence."

A hearing before the U.S. Bankruptcy Court for the District of
Delaware to consider confirmation of the Plan is scheduled for
February 1, 2007.

Headquartered in Linwood, Pa., Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- is the world's leading  
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets.  The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries.  The Company and eight affiliates filed for chapter 11
protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  Attorneys at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represent the Debtors in their restructuring
efforts.  Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers
LLP are advising the ad hoc committee of Senior Secured
Noteholders.  Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq.,
at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul
Ewings, LP, represent the Official Committee of Unsecured
Creditors.  As of July 3, 2005, the Debtors reported $620,826,000
in total assets and $744,757,000 in total debts.  On Nov. 27,
2006, the Court approved the adequacy of the Debtors' Second
Amended Disclosure Statement.  A hearing is set on Feb. 1, 2007,
to consider confirmation of the Debtors' Second Amended Plan of
Reorganization.


FOREST OIL: Moody's Hold Corporate Family Rating at Ba3
-------------------------------------------------------
Moody's Investors Service affirmed Forest Oil Corporation's
ratings and retained its existing negative rating outlook upon its
reported agreement to acquire The Houston Exploration Company.  

THX's rating outlook has been developing while holding a Ba3
corporate family rating.  FST agreed to acquire THX for
approximately $1.6 billion, including approximately $739 million
in cash compensation, an exchange of 23.6 million of FST common
shares for THX common, and FST's assumption of $100 million of net
THX debt.  FST appears to be paying just over $47,000/boe of daily
production and approximately $14.65/boe of proven reserves.

The merger is likely a credit positive due to:

   -- significant over-lapping core areas of operation;

   -- an enhanced ability to high grade capital spending and
      sharply curtail spending in each firm's less attractive
      operating areas for potentially reduced reserve replacement
      costs;

   -- a more risk diversified prospect portfolio;

   -- an expected high grading of the existing reserve base and
      debt reduction with a planned $600 million of divestitures;
      and,

   -- due to increased pro-forma funded reserve scale and
      diversification.

However, retaining a negative rating outlook reflects:

   -- FST's need to finally execute its divestiture of Alaskan
      reserves and extinguish the associated $375 million of
      gross non-recourse debt;

   -- a need for a demonstrated improving pro-forma first-half
      2007 operating trends;

   -- the acquisition's nearly 50% of equity funding;

   -- the need for pending year-end 2006 reserve replacement,
      reserve replacement cost, and production trends are
      supportive of the existing ratings; and,

   -- further review of the acquisition shortly with FST
      management.

Upon the first quarter 2006 release of FST's year-end 2006 results
and important FAS 69 data, Moody's will complete its routine year-
end analysis and update its Exploration and Production Ratings
methodology factor inputs.  Under the methodology, based on
historic data FST and THX had mapped to the high single B rating
range, offset by pending strategic activity and FST's improving
trends.

The ratings affirmed include FST's:

   -- Ba3 Corporate Family Rating;
   -- B1 senior unsecured note ratings;
   -- Ba3 probability of default rating;
   -- LGD4 Loss Given Default Assessment rating; and,
   -- SGL-2 liquidity rating.

Moody's Loss Given Default debt rating notching model will be
updated with year-end pro-forma year-end 2006 liability waterfall
data and for FST's new $1.4 billion secured bank revolver.

The acquisition takes place in an environment of soft natural gas
prices, a long rationalization and transformation in FST's
operating base, and a long period in which THX had been studying
its strategic alternatives.  Each firm had comparatively high
organic reserve replacement costs, partially due to surging sector
drilling and oil field services costs.  While the merged firm
would provide greater high grading opportunity in FST's allocation
of larger pro-forma cash flows across a larger prospect base, it
will need to demonstrate the ability to deliver more competitive
organic reserve replacement costs suitable to the expected price
environment.

During Moody's regularly scheduled review of each firm's 2006
results, Moody's will focus on the pro-forma FST and THX operating
cost and full-cycle cost structures, run-rate production trends
and production outlook, leverage on proven developed reserves,
leverage on total proven reserves, and the potential further pro-
forma impact of FST management's post-acquisition asset
divestiture and rationalized capital spending plan.  A resulting
strong year-end 2006 pro-forma operating outlook and visible asset
divestiture progress could yield a stable rating assuming FST's
expected leverage strategy was also supportive.  

Conversely, inconclusive or weak operating trends and lack of
perceived progress in the divestiture program could result in
retaining the negative outlook or a downgrade, depending on
underlying operating trends and expected leverage.

Pro-forma for the merger, based on 2005 reserves, FST reports it
would have approximately 330 mmboe of total proven reserves, 67%
of which would be proven developed.  Moody's believes that pro-
forma 2006 reserves will show modest growth.  

Pro-forma adjusted leverage on PD reserves appears to be in the
$5/boe to $6/boe range excluding the $375 million Alaskan non-
recourse debt and Alaskan PD reserves, and $8/boe to $9/boe on
consolidated pro-forma PD reserves including Alaskan debt and
reserves.  Including the Alaskan non-recourse debt, pro-forma
total debt appears to be approximately $2 billion.  The pro-forma
PD reserve life appears to be in the 7 year range.

Forest Oil Corporation is headquartered in Denver, Colorado.


FOREST OIL: Buyout Cues S&P to Hold Corp. Credit Rating at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and 'B-2' short-term rating on oil and gas
exploration and production company Forest Oil Corp. after the
company's report that it is acquiring The Houston Exploration Co.
for $1.5 billion plus $100 million of assumed net debt.

The outlook remains negative.

Pro forma for the financing of the acquisition, Denver, Colorado-
based Forest will have $1.8 billion in debt.

"We continue to view Forest's business risk profile as weak," said
Standard & Poor's credit analyst David Lundberg.

"While the pro forma company will be large relative to its 'BB-'
rated peers, we have had concerns with both Forest's and Houston
Exploration's operating performance," Mr. Lundberg continued.
     
The outlook is negative.

While Forest's operations did improve in 2005 and 2006, its
financial leverage measures continue to be a concern.  For the
outlook to be revised to stable, we would need to see the proceeds
of the expected Alaska subsidiary sale used to pay down debt,
satisfactory year-end operational results for Forest, and
satisfactory operating performance for the combined company
following the consummation of the Houston Exploration
acquisition.

A negative rating action could result if the sale of the Alaska
subsidiary becomes unduly prolonged or if sale proceeds are not
used to pay down debt.  Poorer-than-expected operating results
could also pressure ratings.


GAP INC: Weak Sales Prompt Fitch's Ratings Downgrade
----------------------------------------------------
Fitch has downgraded its ratings on The Gap, Inc. as:

   -- Issuer Default Rating to 'BB+' from 'BBB-'; and,
   -- Senior unsecured notes to 'BB+' from 'BBB-'.

The Rating Outlook is Negative.

The rating action affects approximately $513 million of debt.

The downgrade reflects the company's continued weak same store
sales trends which have resulted in lower operating margins and
weaker credit metrics.  As a result, the company has announced
that management and the board of directors are together reviewing
Gap's and Old Navy's brand strategies.  The weak operating trends
and the uncertainty related to the strategic review of the
portfolio are reflected in the Negative Rating Outlook.  The
ratings continue to consider the company's competitive operating
environment as well as its diverse store base and liquidity
position.

Gap has reported negative comparable store sales for 28 of the
last 31 months.  Most recently, for the holiday period of December
2006 comparable store sales were down 8%, on top of a decline of
9% in December 2005.  The weakness is particularly evident at the
company's two largest banners, Gap and Old Navy, which account for
85% of revenues and is despite the company's efforts to improve
the quality and assortment of the merchandise and service levels
in the stores.

The weak comparable store sales trends have resulted in continued
promotional activity, which, together with efforts to improve
service levels, have resulted in lower operating margins.  For the
latest twelve months ended Oct. 28, 2006 EBIT margin declined to
8.4% from 12.8% in fiscal year 2004.  Given the weak holiday sales
results, Gap announced a reduction of its full year 2006 guidance
with EBIT margin expected to be about 7% compared with previous
guidance of 10%.  

As a result, Fitch anticipates that credit measures will
deteriorate further from current levels of 2.8x EBITDAR coverage
of interest and rents and 2.9x leverage, measured by total
adjusted debt/EBITDAR, for the latest twelve months ended Oct. 28,
2006.  Fitch expects that EBITDAR coverage of interest and rents
will fall below 2.5x, and leverage, measured by total adjusted
debt/EBITDAR will increase to over 3.0x.  Also, further margin
deterioration will constrain cash flow generation over time.

In addition, as a result of the weak comparable store sales
results, the company announced that management and the board of
directors would review Gap's and Old Navy's brand and
merchandising strategies.  However, given the time frame for
implementing and executing on a new strategy, it is not likely
that any meaningful improvement from this review would be apparent
until late 2007 at the earliest.  In addition, while it is unclear
what will be the result of the strategic review, any capital
structure changes could result in a weaker credit profile for the
company given the company's low level of funded debt. Nonetheless,
Gap's current liquidity position remains strong, with $2.4 billion
of cash and short term investments as of
Oct. 28, 2006.


GLOBAL TEL*LINK: Moody's Rates $100 Mil. Senior Secured Loan at B1
------------------------------------------------------------------
Moody's Investors Service affirmed Global Tel*Link Corporation's
B1 Corporate Family Rating and assigned a B1 senior secured rating
to the company's planned bank facility.

The ratings reflect a B2 probability of default and loss given
default assessment of LGD 3, 31% for the senior secured bank debt.

The outlook is stable.

Moody's expects to withdraw ratings on GTEL's existing first and
second lien facilities at the end of January, 2007 once the
prospective bank facility closes.

The rating action reflects GTEL's intent to refinance its existing
$94 million first and second lien senior secured bank facility
with a new first lien senior secured facility totaling $220
million.  

The proceeds will be used to:

   (1) refinance the existing facility;

   (2) fund the pending acquisition of the former MCI's
       corrections division from Verizon; and,

   (3) redeem $25 million of preferred shares.

The affirmation of Global Tel*Link Corporation's B1 Corporate
Family Rating incorporates the expected closing of the MCI-DOCS
business in the second quarter of 2007.  While the refinancing and
acquisition will initially increase GTEL's adjusted pro-forma
leverage by over one EBITDA turn to approximately 4.1x and consume
a modest amount of cash in 2007, Moody's believes the company's
adjusted leverage may reduce towards 3.7x by the end of 2008 and
its free cash flow to debt ratio may approximate 5% in that year.

Furthermore, the pending acquisition represents a continuing trend
of in-market consolidation activity and the exit of larger and
better capitalized incumbent players from the niche, but intensely
competitive sector in which GTEL operates.  Finally, the
acquisition of MCI-DOCS will position GTEL as the largest provider
of telecommunications services to the prison inmate industry with
market share of roughly 40%.

Ratings Assigned B1 LGD3, 31%:

   -- $20 million senior secured revolver due 2012

   -- $100 million senior secured term loan due 2013

   -- $50 million senior secured delayed draw term loan due 2013

   -- $10 million senior secured synthetic L/C facility due 2013

   -- $40 million senior secured delayed draw synthetic L/C
      facility due 2013

Global Tel*Link Corporation, based in Mobile, Alabama, is majority
owned by The Gores Group, LLC and provides telecommunications
services to correctional facilities.


GLOBAL TEL*LINK: S&P Lifts Corporate Credit Rating to B+ from B
---------------------------------------------------------------
Standard & Poor's Rating Services upgraded its corporate credit
rating on Mobile, Alabama-based Global Tel*Link Corp. to 'B+' from
'B'.

Standard & Poor's also rated the $220 million senior secured
facility 'B+', with a recovery rating of '2', indicating a
substantial in the event of a payment default.  The facility
includes $150 million in first-lien term loans, of which
$50 million is a delayed draw, for the acquisition of MCI's
correction division, expected in July 2007.  The facility also
includes a $20 million revolving credit facility, as well as a
$50 million LC facility.

The upgrade acknowledges the progress made integrating the NPM
acquisition over the past year, and recognizes the potential long
term benefits from the pending acquisition, including increased
scale and operating efficiencies.

The outlook is stable.

The ratings on Global Tel*Link Corp. reflect its small cash flow
base and narrow focus within a competitive and evolving
marketplace.  These factors are partially offset by a largely
recurring revenue base, supported by long-term customer contracts
and a diverse customer base, by expectations for improved
operating margins, and moderate leverage for the rating.

Global Tel*Link is the second-largest independent provider of
inmate telecommunications services in the U.S.  After the
acquisition of the MCI corrections division, which is expected to
close in mid-2007, it will be the largest in the industry.  The
company provides services to correctional facilities operated by
city, county, state, and federal authorities in the U.S. and
Canada.


GSAA HOME: Moody's Rates Class B-3 Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by GSAA Home Equity Trust 2006-20, and ratings
ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate, Alt-A mortgage
loans acquired and originated by Goldman Sachs Mortgage Company,
Countrywide Home Loans, Inc., SunTrust Mortgage, Inc., National
City Mortgage Company, and various other originators, none of
which originated more than 10% of the mortgage loans.  The ratings
are based primarily on the credit quality of the loans and on the
protection from subordination, overcollateralization, excess
spread, and an interest rate swap agreement.

Moody's expects collateral losses to range from 1% to 1.2%.

Avelo Mortgage, LLC, Countrywide Home Loans Servicing LP, National
City Mortgage Company, and SunTrust Mortgage, Inc. will service
the loans.  Wells Fargo Bank, N.A. will act as master servicer.  
Moody's has assigned SunTrust Mortgage, Inc. its servicer quality
rating of SQ2+ as primary servicer of prime loans.  Furthermore,
Moody's has assigned Wells Fargo Bank N.A. its top servicer
quality rating of SQ1 as master servicer.

These are the rating actions:

   * GSAA Home Equity Trust 2006-20

   * Asset-Backed Certificates, Series 2006-20

                   Class 1A1, Assigned Aaa
                   Class 1A2, Assigned Aaa
                   Class A4A, Assigned Aaa
                   Class A4B, Assigned Aaa
                   Class 2A1A,Assigned Aaa
                   Class 2A1B,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 B-1, Assigned Baa1
                   Class B-2, Assigned Baa3
                   Class B-3, Assigned Ba1


HEADZ GAMEZ: Files for Bankruptcy Protection
--------------------------------------------
Headz Gamez International has filed for bankruptcy protection
following the resignation of CEO and president Kerry Martens, CBC
News reports.

Documents filed with the court show that the board-game company
owes at least $5.7 million.  The company listed 85 unsecured
creditors including 13 workers in British Columbia and two
minority shareholders with a $2 million aggregate claim.

According to CBC, the company is selling its remaining asset, the
intellectual property related to the idea for the sports-themed
board games, for $2 million.


HOLLY MARINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Holly Marine Towing, Inc.
        9320 South Ewing Avenue
        Chicago, IL 60617

Bankruptcy Case No.: 07-00266

Type of Business: The Debtor provides towing and tugboat services.

Chapter 11 Petition Date: January 8, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Paul M. Bauch, Esq.
                  Bauch & Michaels LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Luhr Brothers                              $367,793
P.O. Box 50
Columbia, IL 62236

AllCO, Inc.                                $116,020
1001 Winstead Dr., Suite 500
Cary, NC 27513

Veolia ES Special Services, Inc.            $93,334
21843 Network Pl.
Chicago, IL 60673

Purvis Marine                               $51,812
1 PIM St., Sault Sante Marie
Ontario, Canada P6A 3G3

Feeley & Associates                         $46,319
161 N. Clark St., Ste. 2500
Chicago, IL 60601

Barneycorp Inc.                             $41,600
9320 S. Ewing Ave.
Chicago, IL 60617

David Epstein                               $36,000
30 N. LaSalle St., Ste. 2900
Chicago, IL 60602

Warren Oil Co.                              $29,708
7439 W. Archer Ave.
Summit, IL 60501

Wells Fargo                                 $26,597
Business Direct Div., MAC
U1851-014
P.O. Box 7487
Boise, ID 83707

First Insurance Funding Corp.               $22,082
450 Skokie Blvd., Ste. 1000
P.O. Box 3306
Northbrook, IL 60065

American Express                            $20,535
P.O. Box 650448
Dallas, TX 75265

Southeastern Medical                        $17,295
4020 Calumet Ave.
Hammond, IN 46327

McAsphalt Industries/Sterling Fuels         $13,254
8800 Sheppard Ave. East
Scarsborough, Ontario M1B5R4

Reserve Marine Terminals                    $11,725
11401 S. Greenbay Ave.
Chicago, IL 60617

Blue Cross Blue Shield                      $11,691
225 N. Michigan Ave.
Chicago, IL 60601

Glenn E. Daulton                            $10,200
P.O. Box 1016
Union City, TN 38281

Koutek & Associates                          $7,185
930 N. York Rd., Ste. 208
Hinsdale, IL 60521

Berger, Newmark & Fenchel, P.C.              $6,473
303 W. Madison, 23rd Floor
Chicago, IL 60606

MBNA America                                 $6,197
P.O. Box 15469
Wilmington, DE 19886

Gruene Coal Company                          $6,147
7435 S. Union Ave.
Chicago, IL 60621


HOUSTON EXPLORATION: Forest Buyout Cues Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed the outlook for The Houston
Exploration Company to negative from developing after the
company's report that is has agreed to be acquired by Forest Oil  
for $1.6 billion in cash and stock.

Moody's also affirmed THX's:

   -- Ba3 corporate family rating
   -- the Ba3 probability of default rating
   -- B2 and LGD5, 83% ratings on the senior subordinated notes

The outlook change to negative reflects the resolution to the
company's strategic direction with the pending merger with FST and
moves the THX ratings in-line with FST.  Moody's had placed a
developing outlook on THX while it was undergoing a transformation
to an onshore E&P company, but also to reflect the uncertainty
surrounding the redeployment of the sales proceeds from the Gulf
of Mexico property sales and the ongoing take-over attempt by JANA
Partners LLC which the company considered.

Though Moody's has affirmed the Ba3 CFR, Moody's notes that as a
stand-alone company, THX's profile is more in line with a B1
rating given that its scale is significantly lower than the Ba3
peer group and the company's capital productivity appears may be
weaker than expected.  Moody's expects that the company's finding
and development costs are going to be weaker for 2006 as the
company worked on developing its remaining onshore property base,
though year-end 2006 reserve and capex numbers will give a better
indication of this.  Leverage had improved through the first two
quarters of 2006 though the company did outspend cashflow in Q3'06
as debt increased by about $87 million.

Upon a successful merger with FST, the ratings for THX would
likely be withdrawn assuming FTS either assumes or re-finances the
existing notes at THX.

The Houston Exploration Company is headquartered in Houston,
Texas.


HOUSTON EXPLORATION: Forest Offer Cues S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Rating Services reported that its 'BB-'
corporate credit rating on The Houston Exploration Co. remains on
CreditWatch with negative implications after the company's
report that it has reached an agreement to be acquired by Forest
Oil Corp. for about $1.6 billion in cash, stock, and assumed
debt.

Houston Exploration had $362 million in total debt outstanding as
of Sept. 30, 2006.  Standard & Poor's expects that Forest will
assume or repay Houston Exploration's remaining outstanding debt
at the close of the transaction.

"The CreditWatch listing reflects the potential for ratings on
Houston Exploration to be lowered if the acquisition does not
occur and the company pursues other strategic options, which could
include debt- or asset-sale-funded share repurchases or special
dividends, to satisfy activist shareholders," said Standard &
Poor's credit analyst Ben Tsocanos.

At the close of the deal, Standard & Poor's expects to equalize
the ratings on Houston Exploration's debt with those on Forest
Oil.  Standard & Poor's expects to resolve the CreditWatch listing
at that time.


HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2006-HE2, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by WMC Mortgage Corp., Countrywide
Home Loans, Inc. and Decision One Mortgage Company, LLC originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, an interest rate cap, and an interest rate swap
agreement.

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

Wells Fargo Bank, N.A. and Countrywide Home Loans Servicing LP
will service the loans.  CitiMortgage Inc. will act as master
servicer.  Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 for subprime loans.  Moody's has
assigned CitiMortgage Inc. its servicer quality rating of SQ2 as
master servicer.

These are the rating actions:

   * HSI Asset Securitization Corporation Trust 2006-HE2

   * Mortgage Pass-Through Certificates Series, 2006-HE2

                   Class I-A,  Assigned Aaa
                   Class A-IO, Assigned Aaa
                   Class II-A-1, Assigned Aaa
                   Class II-A-2, Assigned Aaa
                   Class II-A-3, Assigned Aaa
                   Class II-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


IMPLANT SCIENCES: Completes Two Separate Financing Transactions
---------------------------------------------------------------
Implant Sciences Corporation disclosed Monday the completion of
two separate debt financing transactions to support the company's
growth and working capital requirements.

In two separate transactions the company:

    (i) increased its revolving credit facility with Bridge Bank
        from $1.5 million to $5.0 million and

   (ii) entered into a $1.5 million, 9 month secured term note
        with Laurus Master Fund, Ltd.

Dr. Anthony J. Armini, PhD., CEO of Implant Sciences, commented,
"We are pleased with the execution of both of these debt financing
transactions which should provide the Company working capital to
support our anticipated revenue growth from our key business
units.  These two debt-financing transactions were entered into as
part of our evolving business strategy for fiscal 2007 and beyond
whose primary objective will be to grow our prime businesses.  

"The Company also believes it possesses certain valuable corporate
assets, which do not fit the company's core strategic focus, and
could be used to liberate non-dilutive cash resources to further
support the Company's growth plans.  In transacting these debt
financings management was cognizant of the need to minimize any
potential dilution to shareholders.  We believe the structure of
these two financing transactions, which provides for the granting
of a limited number of warrants, has succeeded in this objective."

                      Bridge Bank Agreement

On Jan. 3, 2007, the company executed an Amended and Restated Loan
and Security Agreement which amended and restated the terms of a
Business Financing Agreement originally dated as of June 1, 2005
with Silicon Valley based Bridge Bank, N.A. increasing the
revolving credit facility from $1.5 million to $5.0 million.

This Revolving Credit Facility has a two year term, provides for
advances of up to 80% of the company's eligible accounts
receivable and up to the lesser of $1,000,000 or 40% of eligible
inventory, bears interest at the prime rate, as published in the
Wall Street Journal, plus 1/2% per annum, and is secured by all
assets of the company.

In addition, at the company's option, subject to and upon certain
terms and conditions, the Loan Agreement provides for up to the
lesser of (i) $2,500,000 or (ii) the borrowing base, to be
converted into a Term Loan, bearing an interest rate at the prime
rate plus 1% per annum payable in 30 equal monthly installments of
principal, plus all accrued interest, beginning on Jan. 10, 2007.

The Loan Agreement contains certain restrictive and financial
covenants.  The company also issued to the Bank a 7 year warrant
to purchase up to 18,939 shares of the company's common stock at
an exercise price equal to $2.64 per share.  The company intends
on using a portion of the Revolving Credit Facility to pay-off
approximately $700,000 of a credit facility with another bank.

                      Laurus Master Agreement

On Dec. 29, 2006, the Company entered into a Securities Purchase
Agreement with Laurus.  Pursuant to the Purchase Agreement, the
Company issued to Laurus a secured term note in the principal
amount of $1,500,000.  Net proceeds from the financing are to be
used for general working capital purposes.  The Note is secured by
substantially all of the assets of the company and two of its
subsidiaries, has a 9 month term and bears interest at a rate
equal to the prime rate, plus 1% per annum.  The Note contains
certain restrictive and financial covenants.

In addition, the Company issued to Laurus a five-year warrant to
purchase up to 458,000 shares of the company's common stock at an
exercise price equal to $2.50 per share and paid Laurus Capital
Management LLC, the manager of Laurus, a closing fee equal to
$60,000.  In connection with this financing transaction, Laurus
also agreed to defer for a period of 9 months any cash
amortization payments due on the Series D Redeemable Convertible
Preferred Stock financing transaction entered into between the
Company and Laurus on Sept. 30, 2005, and to extend the term of
the Series D Preferred Stock by 9 months.

Dr. Anthony J. Armini, PhD., CEO of Implant Sciences, further
commented, "As I previously mentioned, in negotiating these debt
financings, management attempted to use its best efforts to
minimize the dilution to shareholders while obtaining reasonable
terms.  The terms with Laurus also provided the company the
additional benefit of deferral of 9 months of cash payments on the
Series D Preferred Stock and an extension of the term by 9 months.

The cash payments saved during this deferral period is
approximately $150,000 per month, or approximately $1.35 million
in the aggregate.  Management believes it should be able to
generate future cash from growth in its key business operations
and the liberation of cash from certain other assets that do not
fit the company's core business strategy in order to service its
debt."

Based in Wakefield, Massachusetts, Implant Sciences Corporation
(AMEX: IMX) -- http://www.implantsciences.com/-- develops,  
manufactures, and markets products for the medical device and
explosives detection industry.  Its core technology involves ion
implantation and thin film coatings of radioactive and
nonradioactive materials.  The company manufactures and sells I-
Plant Iodine-125 radioactive seed for the treatment of prostate
cancer, and Ytterbium-192 for breast cancer therapy.  It also
provides surface engineering technology to manufacturers of
orthopedic hip and knee total joint replacements.  The company has
a strategic alliance with Rapiscan Systems, Inc. for the
manufacture and sale of explosives detection equipment on a
private label basis.

                        Going Concern Doubt

UHY LLP expressed substantial doubt about Implant Sciences
Corporation's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2006.  The auditing firm pointed to the Company's
recurring losses from operations.


INDYMAC HOME: Moody's Rates Class M-11 Certificates at Ba2
----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by IndyMac Home Equity Mortgage Loan Asset-
Backed Trust, Series INABS 2006-E, and ratings ranging from Aa1 to
Ba2 to the subordinated certificates in the deal.

The securitization is backed by IndyMac Bank F.S.B. originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, an interest rate cap and an interest rate swap
agreement.  Moody's expects collateral losses to range from 5.3%
to 5.8%.

IndyMac Bank F.S.B will service the mortgage loans.  Moody's has
assigned IndyMac Bank F.S.B an SQ2- servicer quality rating as a
primary servicer of subprime loans.

These are the rating actions:

   * IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series
     INABS 2006-E

                     Class 1A-1, Assigned Aaa
                     Class 1A-2, Assigned Aaa
                     Class 2A-1, Assigned Aaa
                     Class 2A-2, Assigned Aaa
                     Class 2A-3, Assigned Aaa
                     Class 2A-4, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class M-10,Assigned Ba1
                     Class M-11,Assigned Ba2

The M-10 and M-11 certificates were 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.


INDYMAC RESIDENTIAL: Moody's Rates Class B Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
Class A and Class IO certificates, Baa3 to the Class M
certificates and Ba2 to the Class B certificates issued by IndyMac
Residential Mortgage-Backed Trust Series 2006-L4.

The securitized pool is comprised of residential lot loans
originated by IndyMac Bank F.S.B.  The ratings of the Class A
certificates are primarily based on the presence of an irrevocable
financial guaranty insurance policy issued by Aaa-rated Ambac
Assurance Company that guarantees certain interest and principal
payment shortfalls.

Additionally, the ratings of all certificates are based on the
quality of the collateral and the levels of protection afforded by
structural subordination, overcollateralization and excess spread.

The 2006-L4 collateral pool is considered by Moody's to be of
comparable credit quality to other recent IndyMac lot loan deals
with an expected loss in the 3.4% to 3.9% range.

IndyMac Bank F.S.B. will be the servicer of the lot loans.

These are the rating actions:

   * IndyMac Residential Mortgage-Backed Trust 2006-L4

                    Class A, Assigned Aaa
                    Class IO,Assigned Aaa
                    Class M, Assigned Baa3
                    Class B, Assigned Ba2


INTELSAT CORP: Moody's Rates New $1-Billion Senior Loan at B2
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Intelsat
Ltd's proposed $1 billion of Senior Unsecured Term Loan and a Caa1
rating to Intelsat Bermuda's proposed $600 million Senior
Unsecured Notes.  

The proceeds from the new notes and the term loan will be used to
fund the repurchase of Intelsat Subsidiary Holding Company, Ltd.'s
$1 billion of floating rate notes due 2012 and Intelsat Bermuda's
$600 million senior unsecured term loan.

Moody's has affirmed Intelsat's existing ratings, as the ratings
agency believes that the company's total debt will not change as a
result of the proposed transaction, which will have minimal cash
flow impact on the company.  Intelsat's B2 corporate family rating
broadly reflects the company's high leverage and the execution
risk of combining Intelsat and PanAmSat.  

Moody's analyst, Gerald Granovsky, also notes that given the
ownership composition of the company, future financial policies
may continue to be shareholder friendly.  The ratings benefit
somewhat from the combined company's leading position in the
global fixed satellite service business, good free cash flow, and
the substantial $8 billion backlog of contracted future revenues.

Although Intelsat Bermuda's new senior unsecured term loan will
replace SubHoldco's floating rate notes, the obligations of
SubHoldco will remain unchanged as Bermuda's new term loan will be
guaranteed by SubHoldco.

In addition, Moody's has withdrawn the prospective B2 rating on
Intelsat Corporation's senior unsecured term loan, which was
assigned on Sept. 7, 2006.  The term loan financing was not
required as the holders of Intelsat Corporation's senior notes due
2014 did not tender sufficient amount of notes to complete the
tender.

The outlook remains stable.

Moody's has also upgraded Intelsat's short term liquidity ratings
to SGL-1 from SGL-2, reflecting the company's very good liquidity
comprising its large cash balances, stable cash flow from
operations and availability under the two revolving credit
facilities.

Moody's has taken these ratings actions:


   * Intelsat Ltd:

      -- Corporate family rating Affirmed at B2
      -- SGL Rating Upgraded to SGL-1
      -- 5.25% Global notes, due 2008  Affirmed Caa1, LGD6, 93%
      -- 7.625% Sr. Notes, due 2012 Affirmed Caa1, LGD6, 93%
      -- 6.5% Global Notes, due 2013 Affirmed Caa1, LGD6, 93%

   * Intelsat Bermuda Ltd.

      -- New $600 million Floating Rate Sr. Notes Due 2015
         Assigned Caa1, LGD5, 82%

      -- New $1 billion Unsecured Term Loan Due 2014 Assigned B2,
         LGD3, 45%

      -- 9.25% Guaranteed Sr. Notes Affirmed B2, LGD3, 45%

      -- Floating Rate Sr. Notes Due 2013 Affirmed Caa1, LGD5,
         82%

      -- 11.25% Sr. Notes Affirmed Caa1, LGD5, 82%

   * Intelsat Intermediate Holding Company Ltd.

      -- Sr. Discount Notes, due 2015 Affirmed B3, LGD5, 72%

   * Intelsat Subsidiary Holding Company Ltd.

      -- Guaranteed Sr. Secured Revolver, due 2012 Affirmed Ba2,
         LGD1, 8%

      -- Guaranteed Sr. Secured T/L B, due 2013 Affirmed Ba2,
         LGD1, 8%

      -- Sr. Floating Rate Notes, due 2012 Affirmed B2, LGD3,
         45% and to be withdrawn upon redemption

      -- 8.25% Sr. Notes, due 2013 Affirmed B2, LGD3, 45%

      -- 8.625% Sr. Notes, due 2015 Affirmed B2, LGD3, 45%

   * Intelsat Corporation

      -- Guaranteed Sr. Secured Revolver, due 2012 Affirmed Ba2,
         LGD1, 8%

      -- Guaranteed Sr. Secured Loan A, due 2012 Affirmed Ba2,
         LGD1, 8%

      -- Guaranteed Sr. Secured Loan B, due 2014 Affirmed Ba2,
         LGD1, 8%

      -- 6.375% senior secured notes, due 2008 Affirmed Ba2,
         LGD1, 8%

      -- 6.875% senior secured debentures, due 2028 Affirmed Ba2,
         LGD1, 8%

      -- 9% senior notes, due 2014 Affirmed B2, LGD3, 45%

      -- 9% senior notes, due 2016 Affirmed B2, LGD3, 45%

      -- $667 million Senior Unsecured Term Loan Due 2014 Rating
         Withdrawn

The outlook is stable.

Intelsat, headquartered in Bermuda, is a fixed satellite service
operator and is owned by Apollo Management, Apax Partners, Madison
Dearborn, and Permira.


INTERNAL INTELLIGENCE: Wants Access to Lenders' Cash Collateral
---------------------------------------------------------------
Internal Intelligence Service Inc. seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to use, on an
interim basis, cash collateral securing repayment of its secured
obligations to Amalgamated Bank, the Internal Revenue Service and
other taxing authorities.

The Debtor needs immediate access to its lenders' cash collateral
in order to fund ongoing operations and preserve the going concern
value of its business.  The Cash collateral will be used in
accordance with a monthly budget.  A copy of this budget is
available for free at http://ResearchArchives.com/t/s?1847

Amalgamated Bank is the Debtor's primary secured creditor holding
approximately $3.5 million in claims.  The bank's claims are
secured by a security interest in substantially all of the
Debtor's assets.

The Debtor owes the IRS approximately $3.1 million.  The IRS has a
lien on a portion of its claim.  Other taxing authorities alleging
tax claims or liens against the Debtor are New York, New Jersey,
Pennsylvania and Virginia.

The Debtor tells the Court that use of the cash collateral will
result in asset-value preservation and collateral value increase
that will provide adequate protection to Amalgamated Bank.

Newark, New Jersey-based Internal Intelligence Service, Inc.,
provides security and investigative services.  The Debtor filed
for Chapter 11 protection on Dec. 20, 2006 (Bankr. D. N.J.
Case No.:06-22824) Jonathan I. Rabinowitz, Esq., at Booker,
Rabinowitz, Trenk, Lubetkin, Tully, DiPasquale & Webster, P.C.,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, it estimated its assets and debts at $1 million to
$100 million.


INTERNAL INTELLIGENCE: Hires Rabinowitz Trenk as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
allowed Internal Intelligence Service Inc. to employ Rabinowitz,
Trenk, Lubetkin, Tully, DiPasquale & Webster, P.C., as its
bankruptcy counsel.

Rabinowitz Trenk will:

    a) provide all necessary court appearances;

    b) research, prepare and draft pleadings and other legal
       documents;

    c) prepare any related work; and

    d) negotiate and advise the Debtor in its chapter 11
       proceeding.

Papers filed with the Court did not disclose how much Rabinowitz
Trenk will be paid for its services.

Jonathan I. Rabinowitz, Esq., a Rabinowitz Trenk member, assures
the Court that his firm does not hold any interest adverse to the
Debtor's estate.

Newark, New Jersey-based Internal Intelligence Service, Inc.,
provides security and investigative services.  The Debtor filed
for Chapter 11 protection on Dec. 20, 2006 (Bankr. D. N.J.
Case No.:06-22824) Jonathan I. Rabinowitz, Esq., at Booker,
Rabinowitz, Trenk, Lubetkin, Tully, DiPasquale & Webster, P.C.,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, it estimated its assets and debts at $1 million to
$100 million.


INTERNAL INTELLIGENCE: Section 341(a) Meeting Set for January 24
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Internal
Intelligence Service Inc.'s creditors at 9:00 a.m., on Jan. 24,
2007, at Suite 1401, One Newark Center, in Newark, New Jersey.

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

Newark, New Jersey-based Internal Intelligence Service, Inc.,
provides security and investigative services.  The Debtor filed
for Chapter 11 protection on Dec. 20, 2006 (Bankr. D. N.J.
Case No.:06-22824) Jonathan I. Rabinowitz, Esq., at Booker,
Rabinowitz, Trenk, Lubetkin, Tully, DiPasquale & Webster, P.C.,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, it estimated its assets and debts at $1 million to
$100 million.


JOSE ORTIZ: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtors: Jose A. Torres Ortiz
         Carmen J. Gonzalez Bermudez
         P.O. Box 141843
         Arecibo, PR 00614

Bankruptcy Case No.: 06-05271

Type of Business: Boulevard Pharmacy Corp., an affiliate of
                  the Debtors, filed for chapter 11 protection
                  on Dec. 14, 2005 (Bankr. D. P.R.
                  Case No. 05-13064).

Chapter 11 Petition Date: December 26, 2006

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

Debtors' Counsel: Luis D. Flores Gonzalez, Esq.
                  80 Calle Georgetti, Suite 202
                  San Juan, PR 00925-3624
                  Tel: (787) 758-3606
                  Fax: (787) 753-5317

Total Assets:   $116,455

Total Debts:  $1,743,082

The Debtors did not file a list of their 20 largest unsecured
creditors.


JOSEPH NAWORSKI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Joseph Matthew Naworski
        5 Thomas Mellon Circle, Suite 115
        San Francisco, CA 94134

Bankruptcy Case No.: 07-30021

Chapter 11 Petition Date: January 5, 2007

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Iain A. Macdonald, Esq.
                  Law Offices of Macdonald and Associates
                  2 Embarcadero Center, Suite 1670
                  San Francisco, CA 94111-3930
                  Tel: (415) 362-0449
                  Fax: (415) 394-5544

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.


KOWBOY'S KARS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kowboy's Kars, LLC
        615 Highway 61 North
        Natchez, MS 39120

Bankruptcy Case No.: 07-00080

Chapter 11 Petition Date: January 8, 2007

Court: Southern District of Mississippi (Jackson)

Judge: Neil P. Olack

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris, Jernigan & Geno, PPLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


LEHMAN XS: Moody's Rates Class A-4 Certificates at B2
-----------------------------------------------------
Moody's Investors Service has assigned ratings of A3 to the Class
A-1 notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3
notes, and B2 to the Class A-4 notes issued by Lehman XS NIM
Company 2006-GPM7.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of Alt-A, adjustable-rate,
negative amortization mortgage loans: GreenPoint Mortgage Funding
Trust Mortgage Pass-Through Certificates, Series 2006-AR7.

The cash flows available to repay the notes are significantly
impacted by the rate of loan prepayments and the timing and amount
of loan losses on the underlying transaction's mortgage pool.  
Moody's examined various combinations of loss and prepayment
scenarios to evaluate the cash flows to the rated notes.

These are the rating actions:

   * Lehman XS Net Interest Margin Notes Series 2006-GPM7

                   Class A-1, Assigned A3
                   Class A-2, Assigned Baa3
                   Class A-3, Assigned Ba3
                   Class A-4, Assigned B2
                   
The notes were 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.


LEXINGTON RESOURCES: Vaughn Barbon Resigns as Treasurer and CFO
---------------------------------------------------------------
The board of directors of Lexington Resources Inc. accepted,
effective Jan. 3, 2007, the resignation of Vaughn Barbon as
treasurer and chief financial officer.

The company appointed Norman MacKinnon, director, as interim
treasurer and chief financial officer, until a replacement is
subsequently appointed.

                       About Vaughn Barbon

Vaughn Barbon is a Veteran oilman with over 25 years in the oil
patch.  He headed up mid-continent operations for majors,
developed junior E&Ps to NASDAQ takeover targets and has industry
depth and contacts to support growth.

He has 18 plus years financial and government consulting
experience.  He has multi-industry experience in finance and
development, resource, biotechnology and mining administration.  
He has managed growth in public and private companies.

                      About Norman MacKinnon

Norman MacKinnon is a chartered accountant with 25 years plus
experience, is familiar with public company governance issues,
skilled in project management and has multi industry experience in
finance and accounting.

                     About Lexington Resources

Lexington Resources Inc. (OTCBB: LXRS) (FSE: LXR) (BER: LXR)
(WKN: AOBKLP) -- http://www.lexingtonresources.com/-- acquires  
and develops oil and natural gas properties in the United States.
The company owns a 590 gross acre section of farm-out acreage in
Pittsburg County, Oklahoma for the development and production of
coal bed methane gas known as the Wagnon Property.  The company is
producing gas from four wells drilled on the Wagnon Property.
Lexington has a 53.2% back-in working interest in each of the
wells.  Its current operational focus is gas development
initiatives in the Arkoma Basin, Oklahoma, and the Fort Worth
Basin, in Dallas, Texas.

                        Going Concern Doubt

Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, in
Vancouver, Canada, raised substantial doubt about Lexington
Resources, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2005, and 2004.  The auditor pointed to the
company's significant losses since inception and need for
additional financing.


MAGNOLIA ENERGY: Wants Until May 29 to File Chapter 11 Plan
-----------------------------------------------------------
Magnolia Energy L.P. and its debtor-affiliates have asked the U.S.
Bankruptcy Court for the District of Delaware to extend until
May 29, 2007, the period within which they could exclusively file
a chapter 11 plan of reorganization, the Associated Press reports.

The Debtors disclosed in a court filing that they need more time
to formulate a plan proposal as they have started discussing
settlement with their secured lenders who are owed $416 million.

Several banks have previously commented that the company had no
operational issues to work out in Chapter 11 and that a
reorganization was useless, AP says.

The Court will convene a hearing on January 23 to consider the
Debtors' extension request.  Objections to the proposed extension
must be filed by January 16.

Headquartered in Ashland, Michigan, Magnolia Energy L.P., and
three of its affiliates filed for chapter 11 protection on
Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through
06-11072).  Mark D. Collins, Esq., at Richards Layton & Finger,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.


MARCAL PAPER: Court Okays $84.5-Mil. DIP Financing from Highland
----------------------------------------------------------------
Marcal Paper Mills Inc. reported that the U.S. Bankruptcy Court
for the District of New Jersey has approved a Debtor-in-Possession
financing commitment for up to $84.5 million from Highland
Financial Corporation, including the immediate availability of a
$20 million revolving credit facility.

The Debtor says that the financing package will allow it to use
all of its cash balances and provide it with greater liquidity to
fund normal business operations during the restructuring process.

Nicholas Marcalus, chairman and chief executive officer, said,
"This is another important step in the restructuring process. Our
core business is strong, and with this approved financing in
place, we expect to emerge from this process as a stronger and
healthier company and to forge even better business relationships
with our customers, vendors and employees."

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

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


MARY HARTSEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Mary E. Hartsel Family Trust
        14 Royal Beach Court
        Kiawah Island, SC 29455
        Tel: (843) 768-8761

Bankruptcy Case No.: 07-00060

Chapter 11 Petition Date: January 2, 2007

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  Ivan N. Nossokoff, LLC
                  1470 Tobias Gadson Boulevard, Suite 107
                  Charleston, SC 29407
                  Tel: (843) 571-5442

Total Assets: $7,800,000

Total Debts:  $5,750,000

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


MASTR ASSET: Moody's Places Ba1 Rating on Class M-11 Certificates
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by MASTR Asset Backed Securities Trust 2006-
NC3 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by UBS Real Estate Securities Inc.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses by a subordination, excess
spread, and overcollateralization.  The ratings also benefit from
both the interest-rate swap and interest-rate cap agreements, both
provided by UBS AG.  

Moody's expects collateral losses to range from 4.7% to 5.2%.

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

These are the rating actions:

   * MASTR Asset Backed Securities Trust 2006-NC3

   * Mortgage Pass Through Certificates, Series 2006-NC3

                   Class A-1, Assigned Aaa
                   Class A-2, Assigned Aaa
                   Class A-3, Assigned Aaa
                   Class A-4, Assigned Aaa
                   Class A-5, Assigned Aaa
                   Class M-1, Assigned Aa1
                   Class M-2, Assigned Aa2
                   Class M-3, Assigned Aa2
                   Class M-4, Assigned Aa3
                   Class M-5, Assigned A1
                   Class M-6, Assigned A2
                   Class M-7, Assigned A3
                   Class M-8, Assigned Baa1
                   Class M-9, Assigned Baa1
                   Class M-10,Assigned Baa3
                   Class M-11,Assigned Ba1

The Class M-11 Certificates are being offered in a privately
negotiated transaction without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A and, in
the case of certain certificates, under Regulation S.


MEDGEN INC: Losses & Deficits Cue Auditor to Raise Going Concern
----------------------------------------------------------------
Stark Winter Schenkein & Co. LLC, in Denver, Colorado, expressed
substantial doubt about Med Gen Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the fiscal year ended Sept. 30, 2006.  The auditing firm
pointed to the company's significant losses from operations and
working capital and stockholder deficiencies.

Med Gen Inc. reported a $7.9 million net loss on $270,801 of net
sales for the year ended Sept. 30, 2006, compared with a
$12.2 million net loss on $802,127 of net sales for the year ended
Sept. 30, 2005.

The decrease in sales was due the change in marketing strategy.   
The company ceased its distribution thru retail stores and began a
direct to consumer marketing program on the internet.  During the
last fiscal year the company spent money on improving the
mechanical aspects of its website and focused little efforts into
selling its products to retail consumers.

The decrease in net loss is mainly attributable to the
$6.4 million decrease in operating expenses, partly offset by the
$1.6 million increase in other expense in fiscal 2006.

For the fiscal year ended Sept. 30, 2006, operating
expenses were $3 million as compared to $9.4 million in the prior
fiscal year.  The large decrease is due to the costs of  
litigation which amounted to $1.2 million in the prior fiscal
year, versus zero in the current year.  This expense resulted from
the adverse judicial ruling on Aug. 31, 2004, related to the
settlement of the Global Healthcare Laboratories breach of
contract case filed against the company.  Non-cash stock
compensation of $753,920 in 2006 as compared to $6.6 million in
fiscal 2005 also lowered operating costs.

At Sept. 30, 2006, the company's balance sheet showed $1.9 million
in total assets, $1.7 million in total liabilities, $6.5 million
in derivative financial instruments, $277,842 in convertible
debentures, and $200,000 in redeemable common shares, resulting in
a $6.8 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.5 million in total current assets
available to pay $1.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1837

                          About Med Gen

Med Gen Inc. (OTC BB: MGEN.OB)-- http://www.medgen.com/--  
manufactures and markets liquid spray snoring relief formulas,
Snorenz(R) and Good Night's Sleep(R).


MILLS CORP: Issues Bankruptcy Warning Amidst Accounting Errors
--------------------------------------------------------------
The Mills Corp. issued a warning in a Securities and Exchange
Commission filing saying that it could file for bankruptcy
protection if it cannot sell all or part of the company amidst
accounting errors and speculations of possible executive
misconduct.

The Audit Committee of the Board of Directors of Mills Corp. has
completed its investigation into various issues related to the
historical accounting policies and practices of the company and
The Mills Limited Partnership.

In support of the Investigation, the Audit Committee's independent
counsel, Gibson, Dunn & Crutcher LLP, engaged FTI Consulting,
Inc., a forensic accounting firm, to provide technical accounting
guidance and analysis, as well as to assist with document
collection, interview support, and transaction review.

The Investigation focused on:

   (a) each of the accounting errors addressed in restatements
       announced by the company in February 2003, March 2005, and
       January 2006;

   (b) allegations set forth in two anonymous letters addressed to
       the "SEC Complaint Center" and received by the company in
       October 2005 and January 2006;

   (c) various additional accounting-related issues identified at
       the outset of, or during, the course of the Investigation
       either by the Audit Committee's independent counsel,
       Gibson, Dunn & Crutcher LLP, by company management, or by
       the company's independent registered public accountants,
       Ernst & Young LLP;

   (d) issues reported in the company's Form 8-K Reports filed
       January 6, February 24, March 17, May 11, and August 10,
       2006; and

   (e) the errors pending restatement.

The numerous issues addressed in the Investigation varied in
complexity and financial significance.

Mills Corp. and Mills LP's historical financial statements will be
restated:

a. Cost Capitalization

The company and Mills LP will correct a variety of items relating
to cost capitalization:

   * Interest capitalization

     The company and Mills LP will correct:

     (a) situations where interest was capitalized up to one year
         following the opening of a development on space where no
         major tenant improvements were in process;

     (b) the interest capitalization for equity method
         investments;

     (c) the interest rate used to calculate the amount of
         interest to be capitalized; and

     (d) the qualifying asset base to exclude land parcels on
         which no significant development activity was occurring.

     The corrections to interest capitalization will also include
     the impacts on this category of the other cost capitalization
     corrections described herein.

   * Indirect project cost capitalization

     The company and Mills LP establish cost pools from various
     departments for purposes of estimating, capitalizing, and
     allocating indirect project costs.  Historically, these pools
     included departments that were incidental, but not directly
     related, to the development efforts.  In the restatement, the
     pools will be adjusted to exclude the costs of these
     departments.

   * Capitalization of direct leasing origination costs

     The company and Mills LP estimate the time and cost of the
     activities performed by its leasing department for purposes
     of capitalizing direct costs of originating leases.  These
     activities include:

     (a) evaluating the prospective lessee's financial condition,

     (b) evaluating and recording guarantees, collateral and other
         security arrangements,

     (c) negotiating lease terms,

     (d) preparing and processing lease documents, and

     (e) closing the transaction.

     The restatement reflects adjustments to lower the estimates
     of the time and cost incurred by the leasing department for
     these activities.

   * Grand opening and marketing costs

     The company and Mills LP have determined that the cost of
     marketing new developments, including the cost of grand
     opening events, should have been expensed and not capitalized
     as part of the cost of the project.  These costs were
     previously capitalized as project costs on the basis that
     such costs have a long-term benefit to the property by
     attracting customers to the property.  In the restatement, it
     was determined that, since such costs were directed primarily
     at the tenants' customers, they do not relate directly to
     leasing space to tenants and therefore, should be treated as
     pre-opening and advertising expenses.

   * Evaluation of predevelopment projects and acquired
     construction in progress

     Costs of predevelopment activities associated with specific
     projects are capitalized as assets if the project is
     considered probable.  In the restatement, it was determined
     that certain predevelopment projects were no longer probable
     in prior periods.  In addition, the Company and Mills LP will
     also adjust predevelopment project costs to expense costs:

     (a) not associated with a specific site,

     (b) associated with a site after that site was replaced by a
         new site in the same geographic market, and

     (c) associated with a project deemed to be abandoned as of
         the time that there was a cessation of significant
         activity.

     Also certain allocations of purchase price to acquired
     construction in progress will be adjusted to reflect a
     consistent methodology using square footage whereas
     previously the company and Mills LP had applied varying
     allocation methodologies for different acquisitions.

   * Empire tract transfer

     In connection with securing the ground lease and development
     rights for the Continental Arena Site, the Meadowlands Mills
     joint venture was required to convey the 587 acre Empire
     tract to the State of New Jersey.  Originally, the exchange
     was accounted for as a donation of real estate to a
     government agency in exchange for rights to develop real
     estate.  As such, the historical cost of the Empire Tract was
     recorded as the cost of the development rights obtained in
     the exchange.  Since the development rights were associated
     with a long-term ground lease interest and not a fee interest
     in the Meadowlands Xanadu Site, the company and Mills LP have
     since determined that the exchange should have been accounted
     for at fair value and that the fair value should be allocated
     to prepaid ground rent and not capitalized project costs.  In
     the restatement, Meadowlands Xanadu project costs will be
     reduced to fair value in 2003 via an impairment charge.  The
     Meadowlands Xanadu project is a joint venture that was
     consolidated effective March 31, 2004.

b. FIN 46(R) Adoption and Application

The company and Mills LP prospectively adopted FASB Interpretation
No. 46(R), Consolidation of Variable Interest Entities, or FIN
46(R), on March 31, 2004, and consolidated 15 joint ventures for
which the company and Mills LP were determined to be the primary
beneficiary.

In reviewing the application of FIN 46(R), the company and Mills
LP have determined that development and leasing fees and interest
received should be eliminated in their entirety.

This adjustment impacts the previously reported cumulative effect
for the adoption of FIN 46(R), effective March 31, 2004, and the
operating results in 2004 and 2005.

c. Fixed Asset Accounting

Depreciation expense will be corrected for errors made in
inputting the useful lives of certain assets into the depreciation
and amortization calculation models and to expense certain items
that were erroneously capitalized.

d. Revenue Recognition

The review of accounting for leases determined that:

(1) certain lease modifications had not been recorded in a timely
    manner;

(2) certain termination income had been recorded before the tenant
    vacated rather than when the tenant vacated;

(3) certain tenant allowances should have been written off when
    the tenant vacated;

(4) certain recovery percentages related to costs recoverable from
    tenants should be adjusted; and

(5) some of the gains recognized on land sales should have been
    deferred.

Also an adjustment to gains on land sales will be required
primarily in cases where, as part of the consideration for the
land sale transaction, the company and Mills LP had accepted
interest-only notes that did not contractually obligate the buyer
to make payments sufficient to maintain a 20% interest in the
property over the term of the note or to make annual principal and
interest payments equal to a combined payment associated with, at
a minimum, a 20-year mortgage.

e. Foreign Currency Translation

The company and Mills LP will correct their accounting for foreign
currency translations by removing the re-measurement impact of
translating the permanent investment in non-U.S. operations from
the statement of income and charging it directly to equity as a
component of "Other comprehensive income or loss."

There is no impact to the company's previously reported
stockholders' equity or the Mills LP's previously reported
partners' capital at Sept. 30, 2005.

f. Long Term Incentive Plan

The company will adjust the timing of accruals for its Long Term
Incentive Plan, or LTIP, which did not match the applicable
employee service periods.

g. Other Stock Compensation

The company and Mills LP reviewed other stock-based compensation,
including accounting for stock options, and will make adjustments
that are expected to be less than $3 million in the aggregate.

h. Retail Investments

The company and Mills LP have reviewed their accounting for
investments made in retail operations by their wholly owned
taxable REIT subsidiary, Mills Enterprises, Inc. and a similar
investment by one of their joint ventures and determined that
various accounting errors have occurred.

These errors include accounting for loans as equity investments,
lack of timely recording of impairment adjustments, the
inappropriate recognition of a sale of partnership interests and
the timing of recognizing various other items as income or
expense.

i. Series A and Series F Preferred Stock

The company and Mills LP have reviewed their accounting for Series
A Cumulative Convertible Preferred Stock dividends and dividends
paid on the corresponding Series A preferred units.  Issuance
costs previously classified and amortized as deferred financing
costs and dividends previously classified as interest expense will
be reversed and recorded as dividends.  The Series A preferred
stock and the corresponding Series A preferred units were
converted to common stock and Mills LP common units, respectively,
in 2003 and are no longer outstanding.

In addition, the Series F Convertible Cumulative Redeemable
Preferred Stock and the corresponding Series F preferred units
were previously classified as permanent equity.  Following any
termination of trading of the company's common stock on the New
York Stock Exchange, holders of Series F preferred stock may
require the Company to purchase any or all of their Series F
preferred stock at its liquidation preference, plus any
accumulated and unpaid dividends to the date of purchase, and, in
certain circumstances, a make whole premium.  Since the listing of
the common stock does not technically rest solely in the control
of the company, the Company has determined that these securities,
and the corresponding Series F preferred units of Mills LP, are
more appropriately presented as mezzanine equity.

When a definitive redemption date is determinable, mezzanine
equity is recorded net of the issuance costs, which are accreted
to redemption value by recording a charge to accumulated deficit
over the period between issuance and the first definable
redemption date.  In the event no definitive redemption date is
definable, the mezzanine equity is recorded at face value.  Both
accretion and dividends are excluded from earnings available to
common stockholders or common unit holders.

j. Others

Various other adjustments, none of which were determined to be
significant individually, are expected to be included as part of
the restatement.

k. Reclassifications

These reclassifications, which do not impact net income, will also
be included:

   * Tenant allowances/inducements.  The Company and Mills LP
     reviewed construction amounts paid to tenants to ready their
     spaces for use and found that some payments were more
     properly classified as tenant inducements rather than tenant
     allowances.  The impact of this will be to reclassify amounts
     included as building improvements to tenant inducements on
     the consolidated balance sheets and reclassify amounts
     previously charged to depreciation expense as charges to
     minimum rent, thereby reducing revenues from previously
     reported amounts.  Net income will not be affected because
     both tenant allowances and tenant inducements are amortized
     on a straight line basis over the life of the lease.

   * Amortization of basis differences.  Amortization expense
     resulting from basis differences in investments in
     unconsolidated joint ventures will be reclassified to equity
     in the earnings of unconsolidated joint ventures.

   * Utility income/expense.  Recoverable utility income was
     previously netted against the related expense.  This will be
     reclassified to recoverable income from tenants.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1849

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.


MODERN TECHNOLOGY: Buys Boveran's Assets for $500,000 in Stock
--------------------------------------------------------------
Modern Technology Corp. completed the acquisition of Boveran's
assets and cancer detection technology, AnuCyte Cancer Detection
System, for its new bioscience operations unit, Insight Medical
Group.

The materials terms of the definitive agreement with Boveran are:

   -- 100% of the existing physical assets, intellectual property
      rights, and current value of Boveran's assets

   -- Purchase Price: $500,000 paid in Convertible Preferred Stock
      to Boveran.

   -- Purchase Terms: $500,000 Paid to Boveran's stockholders in
      the Form of a Convertible Preferred Stock with conversion
      terms and schedules to be agreed upon by the Parties within
      a reasonable time and with reasonable terms concurrently to
      or subsequent to the execution of the contemplated
      Definitive Asset Purchase Agreement.

   -- Formal relationship with Duesberg Cancer Lab: The
      acquisition of Boveran contemplates the support of Peter
      Duesberg's cancer research.  Insight Medical Group will
      provide ongoing financial support to Peter Duesberg's lab as
      reasonably determined by Insight Medical Group and Duesberg.
      Peter Duesberg's lab agrees to work closely with Insight
      Medical Group to improve products and technology.

Anthony Welch, chairman, said: "Today we formalize the acquisition
and move forward in our plans as promised.  Stockholders should
note we acquired this asset without incurring debt or using cash.
We anticipate several updates in the near future for stockholders.
Not the least of which will be a business summary containing our
industry assumptions, industry data, sales projections and related
risk factors.  

"We have previously discussed revenue projections and we want all
stockholders and prospective stockholders to fully understand our
model and assumptions.  Stockholders should also look forward to
the release of our new web site for Insight Medical and a White
Paper describing the science and showing all stockholders why our
claims are based in fact and are not opinion."

             About the AnuCyte Cancer Detection System

The AnuCyte Cancer Detection System is an automated machine that
can rapidly detect any form of cancer.  The system accurately
identifies cancer at any stage in its development and also
identifies healthy cancer-free cells in the same test within the
same sample.  The AnuCyte system uses the measurement of advanced
chromosomal imbalance as the primary or sole means of detecting
cancer.  The inventor of the AnuCyte system is Dr. David Rasnick,
Ph.D and his scientific research collaborator is Dr. Peter
Duesberg, Ph.D.

                    About Insight Medical Group

Insight Medical Group is a specialized biosciences development
company, which brings medical technology and research to market in
the areas of cancer and AIDS.

                   About Modern Technology Corp.

Headquartered in Oxford, Massachusetts, Modern Technology Corp.
(OTCBB: MODC) -- http://www.moderntechnologycorp.com/-- is a  
diversified technology development and acquisition company that
builds revenues through continuous growth, strategic acquisitions,
and commercialization of nascent technology.  MODC improves
operating efficiencies through the elimination of cost
redundancies and realized synergy between subsidiaries.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Lawrence Scharfman CPA expressed substantial doubt about Modern
Technology Corp.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2006.  The auditing firm pointed to the Company's
insufficient cash flow to meet its obligations, and is dependent
on management's ability to develop profitable operations.


NASDAQ STOCK: Seeks Shareholder Acceptance for Final LSE Offer
--------------------------------------------------------------
The Board of The Nasdaq Stock Market Inc. disclosed that it is
posting a document to Shareholders (other than certain Overseas
Shareholders) of London Stock Exchange Group plc in response to
the circular issued by LSE on Dec. 19, 2006.

As stated in NASDAQ's announcements on Nov. 20, 2006, and
Dec. 19, 2006, the NASDAQ Board believes that its Ordinary Offer
of 1,243 pence per LSE Ordinary Share is a full and fair price.
The Response Document highlights the reasons why LSE Shareholders
should accept the Final Offers:

   -- the Ordinary Offer reflects a realistic assessment
      of standalone value, a full premium for control of
      54% to the undisturbed price and a fair share of
      synergies;

   -- LSE Shareholders should not be misled by a simple
      emphasis on volume growth without price cuts, a
      defensive return of capital, or potential initiatives
      that could promote piecemeal co-operation or
      minority blocking stakes;

   -- the LSE fails to acknowledge growing
      customer dissatisfaction, new competitive
      threats introduced by upcoming regulatory changes,
      or accelerating consolidation of the exchange landscape;

   -- LSE Shares would be worth far less without NASDAQ, and
      a lapsing of the Final Offers is likely to precipitate
      a substantial fall in the share price;

   -- an LSE/NASDAQ combination is good for LSE stakeholders
      as it will reinforce London's pre-eminence as
      Europe's premier financial center and yield benefits
      to users, issuers and investors.

These factors have been recognized by long-term shareholders in
LSE, who have voted with their feet and sold their shares.

The imminent announcement of LSE's 2006 financials, which has been
anticipated in press speculation, in no way changes the fact that
LSE's value case has been entirely based on current and historical
financial performance.  However, the key issue is how LSE will
react to the substantial future challenges that it will face in
2007 and beyond.  The Response Document describes why Nasdaq
believes the LSE is unprepared for those challenges ahead.

Commenting on the Final Offers, NASDAQ President and CEO Robert
Greifeld said: "The Final Offers represent full and fair value to
existing LSE Shareholders, and the proposed LSE/NASDAQ combination
presents a unique opportunity to create a global, balanced and
scalable exchange business.  Together with NASDAQ, the LSE will be
better positioned to meet new and increasing challenges, including
competing initiatives from customers, significant regulatory
changes, and the recent wave of consolidation among powerful
competitors.  The LSE circular presented a weak case to
Shareholders and offered no new important information."

LSE Shareholders are urged to accept the Final Offers as you,
rather than the LSE Board, will determine whether the Final Offers
will be implemented.

To accept the Final Offers in respect of LSE Shares held in
certificated form (that is, not through CREST), holders should
complete, sign and return the relevant Form(s) of Acceptance in
accordance with the instructions thereon and the instructions in
the Offer Document as soon as possible and, in any event, so as to
be received no later than 3.00 p.m. London time on Jan. 11.

To accept the Final Offers in respect of LSE Shares held in
uncertificated form (that is, through CREST), holders should
submit a TTE instruction in accordance with the instructions in
the Offer Document for settlement as soon as possible and, in any
event, by no later than 3.00 p.m. London time on Jan. 11.

Copies of the Response Document, the Offer Document and Forms of
Acceptance are available for collection (during normal business
hours only) from Capita Registrars, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU, United Kingdom and Greenhill & Co.
International LLP at Lansdowne House, 57 Berkeley Square, London
W1J 6ER, United Kingdom.  The Response Document will also be made
available at http://www.nasdaq.com/

The Final Offers will not be revised except that NAL reserves the
right to revise the Final Offers:

   (i) upon the recommendation of the LSE Board; or

  (ii) if a firm intention to make a competing offer for LSE
       is announced, whether or not subject to
       any preconditions.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the   
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                           *     *     *

In December 2006, Standard & Poor's Rating Services lowered its
long-term counterparty credit rating on The Nasdaq Stock Market
Inc. to 'BB' from 'BB+'.  The 'BB+' rating on Nasdaq's existing
bank loan facility, which financed the initial 29% stake in the
London Stock Exchange, is affirmed, while the Recovery Rating is
revised to '1' from '2'.  The ratings were removed from
CreditWatch Negative where they were placed on Nov. 20, 2006.  
S&P said the outlook is stable.

At the same time, Standard & Poor's has assigned its 'BB+' bank
loan rating to $750 million senior secured Term Loan B, $2 billion
senior secured Term Loan C, and $75 million revolver issued by
Nasdaq, as well as the $500 million senior secured Term Loan C
issued by Nightingale Acquisition Ltd., a U.K.-based subsidiary of
Nasdaq.

The rating agency has assigned a Recovery Rating of '1', which
indicates full recovery of principal in the event of default.

In addition, Standard & Poor's has assigned its 'B+' rating to
$1.75 billion senior unsecured bridge loan issued by Nasdaq and
NAL.

Moody's Investors Service assigned in April 2006 ratings to
three bank facilities of The Nasdaq Stock Market Inc.: a
$750 million Senior Secured Term Loan B, a $1.1 billion Secured
Term Loan C, and a $75 million Senior Secured Revolving Credit
Facility.  Moody's said each facility is rated Ba3 with a negative
outlook.


NATIONWIDE BEVERAGE: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Nationwide Beverage Bottling Co.
                250 Airport Circle
                Corona, CA 92880

Involuntary Petition Date: 07-10112

Case Number: January 8, 2007

Chapter: 11

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Petitioners' Counsel: Stuart I. Koenig, Esq.
                      Creim Macias Koenig & Frey LLP
                      633 West 5th Street, 51st Floor
                      Los Angeles, CA 90071
                      Tel: (213) 614-1944
         
   Petitioners                 Nature of Claim    Claim Amount
   -----------                 ---------------    ------------
Mind's Eye Solutions           Business Loan          $154,000
48 Via Belleza
San Clemente, CA 92673

Barbara Ortiz                  Loan                    $50,000
16 Via Belleza
San Clemente, CA 92673

Source Diversified             Business Debt           $37,500
P.O. Box 74953
San Clemente, CA 92673


NEWMAN'S MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Newmans' Manufacturing, Inc.
        207 South Highway 10
        Royalton, MN 56373
        Tel: (320) 584-5506
        Fax: (320) 584-6391

Bankruptcy Case No.: 07-30032

Type of Business: The Debtor manufactures trailers & trailer
                  equipment, prefabricated metal docks, cattle
                  feeding, handling & watering equipment, and boat
                  lifts.  The Debtor also offers dock operation &
                  maintenance services, including buildings &
                  facilities.  See http://www.newmansinc.com/

Chapter 11 Petition Date: January 4, 2007

Court: District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Clinton E. Cutler, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  Fax: (612) 347-7077

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
   ------                        ---------------     ------------
FLOE International               Civil Judgment        $1,912,554
48473 State Highway 65
McGregor, MN 55760-9514

Rider Bennett LLP                Goods and Services      $353,135
33 South 8th Street, Suite 4900
Minneapolis, MN 55402

Superior Extrusion, Inc.         Goods and Services      $285,545
118 Avenue G
Gwinn, MI 49841

Alexandria Extrusions            Goods and Services      $212,153
401 City Road 22 Northwest
Alexandria, MN 56308

Thruflow                         Goods and Services      $195,174
1239 Dufferin Avenue, Suite B
Wallaceburg, Ontario N8A 2W3

RL Ryerson Co. Inc.              Goods and Services      $130,329

Tie Down Engineering             Goods and Services      $128,572

Greenball Corp.                  Goods and Services      $117,303

Runestone Manufacturing Inc.     Goods and Services      $104,144

Action Fabricating Inc.          Goods and Services       $59,663

Chase Card Services              Goods and Services       $56,416

Premier Materials Tech, Inc.     Goods and Services       $52,949

Greenwood Products               Goods and Services       $45,669

Extrusion Painting Inc.          Goods and Services       $40,289

Fulton - Cequent Trailer Prod.   Goods and Services       $33,736

Wrisco Industries Inc.           Goods and Services       $27,764

Optronics                        Goods and Services       $25,763

Beinhorn Porter & Mayer Ltd.     Goods and Services       $23,305

Minn-Alaska Transport            Goods and Services       $22,675

Expert Research Group Inc.       Goods and Services       $22,574


NORTHWEST AIRLINES: Pinnacle to Sell Unsecured Claims
-----------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Pinnacle Airlines, Inc., a wholly owned subsidiary of
Pinnacle Airlines Corp., disclosed that on Jan. 3, 2006, it agreed
to assign an aggregate of $335 million of its $377.5 million
stipulated unsecured claim against Northwest Airlines, Inc. to
several third parties for aggregate proceeds of approximately
$283 million, net of expenses.

The assignments are subject to final documentation, and the
proceeds will be held in escrow until a final and non-appealable
order has been entered by the U.S. Bankruptcy Court for the
Southern District of New York in affirming the Assumption and
Claim Resolution Agreement between Pinnacle and Northwest.

A hearing to consider the Claim Agreement has been set tomorrow,
Jan. 11 and, assuming an order affirming the Claim Agreement is
entered shortly thereafter, Pinnacle would receive the proceeds
from the sale of its claim on or about Jan. 23, 2007.

If an order approving the Claim Agreement is not entered by the
Court on or prior to July 5, 2007, then the escrowed funds will be
returned to the third parties and the assignment will be null and
void, in which case Pinnacle will retain its claims against
Northwest.

                     About Pinnacle Airlines

Headquartered in Memphis, Tennessee, Pinnacle Airlines, Corp.
(NASDAQ: PNCL) fka Express Airlines I operates through its wholly
owned subsidiary, Pinnacle Airlines, Inc., as a regional airline
that provides airline capacity to Northwest Airlines, Inc.
Pinnacle operates as a Northwest Airlink carrier at Northwest's
domestic hub airports in Detroit, Minneapolis/St. Paul and Memphis
and the focus city of Indianapolis.  Pinnacle currently operates
an all-jet fleet of 124 Canadair Regional Jets and offers
scheduled passenger service with 709 daily departures to 110
cities in 36 states and three Canadian provinces.  Pinnacle
Airlines employs approximately 3,450 People.

                     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.


ON ASSIGNMENT: Moody's Rates Proposed Credit Facilities at Ba3
--------------------------------------------------------------
Moody's today assigned a Ba3 rating to the proposed first lien
credit facilities and the Corporate Family Rating of On
Assignment, Inc., the borrower.

Proceeds from the proposed facilities together with surplus cash
and ASGN stock will be used to fund the acquisition of Oxford
Global Resources, Inc. and to pay related fees and expenses.

The assignment of a Ba3 Corporate Family Rating to the proposed
financing reflects strong margins, good interest coverage metrics
and moderate leverage proforma for the Oxford and Vista Staffing
Solutions, Inc. acquisitions while recognizing the recent
improvement in financial results following several years of poor
operating performance.  The rating also acknowledges that a
material portion of the profitability and cash flow of the
combined entity will be derived from the acquired operations with
the benefit of funds raised through a secondary equity offering.

Other factors that lend support to the rating include the
company's diverse customer base, low working capital and capital
expenditure requirements, and favorable demand dynamics for the
industry over the near to medium-term.

Factors that weight negatively on the company's ratings include
the highly competitive, fragmented nature of the industry in which
ASGN operates together with its small size on the basis of
revenues relative to its competitors in the temporary staff space
and to other entities within the rating category.

The outlook is stable, reflecting Moody's belief that the company
will successfully leverage its scalable infrastructure and
continue on course with the revenue and efficiency initiatives
that have been underway during the past three years to continue to
grow revenues and improve margins.

It is Moody's expectation that the company will continue to expand
revenues and broaden the service offerings it provides through a
combination of organic growth as well as through the use of
opportunistic acquisitions in a measured, disciplined manner.  
Strong cash flow thus generated is expected to enable the firm to
rapidly repay its new senior secured term loan in advance of its
maturity in 2013.

The SGL-2 rating reflects Moody's belief that the company's
internally generated cash flow will be sufficient to fund all
working capital, capital expenditure and debt service requirements
over the twelve months ending Dec. 31, 2007.  The rating would be
highly sensitive to a material acquisition that is not accompanied
by enhanced liquidity support.  The rating also anticipates that
the revolver will remain largely unutilized except for the
issuance of letters of credit throughout the near-term.  Adequate
cushion under the financial covenants is expected to ensure
orderly access to the facility.

The ratings or outlook could experience downward pressure if the
company undertakes a large debt-financed acquisition, resulting in
adjusted total debt to EBITDA ratio of 4.5x or more on a sustained
basis or if top-line revenue growth or margin improvements falter,
resulting in a ratio of FCF to adjusted total debt ratio of 10% or
less on a sustained basis.

Conversely, the ratings could be experience upward momentum if
margin improvements achieved through the leveraging of the
company's infrastructure and the revitalization program results in
a FCF to adjusted total debt ratio in the 15% to 20% range on a
sustained basis.  The ratings could also be positively affected if
adjusted total debt to EBITDA declines below 2.8x on a sustained
basis.

These summarizes the ratings assigned:

   -- $20 million revolving credit facility, due 2012, Ba3, LGD3,
      31%

   -- $145 million senior secured term loan, due 2013, Ba3, LGD3,
      31%

   -- Corporate Family Rating, Ba3

   -- PDR Rating, B1

   -- Speculative grade liquidity rating, SGL-2

On Assignment, Inc., with headquarters in Calabasas, California,
is a diversified professional staffing firm that provides flexible
and permanent staffing solutions in a host of specialty skills,
including Healthcare, Laboratory/Scientific, Healthcare, and
Medical, Financial & Health Information Services.  The company
maintains operations through roughly 60 branch offices located in
the U.S., the United Kingdom, the Netherlands, and Belgium.  For
the last twelve months ended Sept. 30, 2006, the company
recognized revenues of approximately $276 million.


PANOLAM INDUSTRIES: Moody's Holds Corporate Family Rating at B2
---------------------------------------------------------------
Moody's Investors Service has upgraded Panolam Industries
International, Inc.'s speculative grade liquidity rating to SGL-2
from SGL-3 and affirmed all of the company's other credit ratings.

The upgrade of the SGL rating reflects Moody's opinion that
Panolam has good liquidity.

Moody's upgraded this rating at Panolam Industries International,
Inc.:

   -- Speculative Grade Liquidity Rating, upgraded to SGL-2 from
      SGL-3.

Moody's affirmed these ratings at Panolam Industries
International, Inc.:

   -- Corporate Family Rating, rated B2;

   -- Probability of default, rated B2;

   -- $215 million Sr. Sec. 1st Lien Term Loan, due 2012, rated
      Ba3, LGD2, 29%;

   -- $30 million Sr. Sec. 1st Lien Revolver, due 2010, rated
      Ba3, LGD2, 29%; and,

   -- $151 million 10.75% Sr. Sub. Notes, due 2013, rated Caa1,
      LGD5, 84%.

Moody's upgraded the company's SGL to SGL-2 from SGL-3 indicating
adequate liquidity for the coming 12 month period.  The rating is
impacted by good cash flow generation, low reliance on its
revolver, and adequate covenant coverage.  The company's free cash
flow generation is expected to be positive for 2007.

Panolam has access to a $30 million revolving credit facility of
which $5 million is being used for letters of credit that are
applicable to workers compensation.  The remaining $25 million is
available.  Moody's expects the company to minimally use its
revolver over the next 12 months to fund certain working capital
needs.  Moody's anticipates that some of the covenants governing
the senior secured facilities may be tighten during the 2007 year
depending on general product demand.  The covenants include, but
are not limited to, a net leverage ratio set initially at 6.25x
with step-down provisions to 3.5x and a cash interest coverage
ratio set initially at 1.7x with step-up provisions to 2.5x.  The
company's net leverage ratio and cash interest coverage ratio for
FYE 2007 are estimated by Moody's to be above 4x and around 2.3x,
respectively.  The company is in compliance with its capital
expenditure covenant.  The company is not believed to have
significant unencumbered assets that could be sold as an
alternative source of liquidity.  Panolam's Corporate Family
Rating is B2 and the ratings outlook is negative.

The outlook could improve if the company's recent operating and
financial trends are deemed to be sustainable.  The rating could
improve if free cash flow to debt was projected to improve to and
remain above 8%.  The ratings could be pressured if free cash flow
to debt was under 3% and debt to EBITDA was over 6x on a projected
basis.

Headquartered in Shelton, Connecticut, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates.  Proforma revenue including Nevamar was around
$500 million for 2006.


PHOTOWORKS INC: Sept. 30 Balance Sheet Upside-Down by $2 Million
----------------------------------------------------------------
PhotoWorks Inc. reported $1.7 million in total assets and
$3.7 million in total liabilities at Sept. 30, 2006, resulting in
a $2 million stockholders' deficit.

At Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $1.3 million in total current assets
available to pay $2.1 million in total current liabilities.

For the year ended Sept. 30, 2006, the company reported a
$3.8 million net loss on $11.7 million of revenues, compared with
a $7.4 net loss on $13.7 million of revenues for the year ended
Sept. 30, 2005.

The decrease in net revenue for fiscal year 2006 was exclusively
due to decline in film-based processing volumes.  Net revenue from
digital-based processing increased in fiscal 2006 by 68% to '
$6.4 million compared to $3.8 million in fiscal 2005.

The decrease in net loss is primarily due to the improved gross
profit margin, the $1.8 million decrease in operating expenses,
and the $1.5 million decrease in non-cash interest expense.

The increase in the gross profit percentage in fiscal 2006
compared to the prior year was primarily due to outsourcing of the
film production resulting in reduced unabsorbed overhead cash.

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?1839

Headquartered in Seattle, Washington, PhotoWorks(R) Inc.
(OTCBB: FOTO) -- http://www.photoworks.com/-- is an internet-
based digital photo-publishing company.  The company's web-based
services allow PC and Mac users to create hardbound photo books,
customized greeting cards, calendars, prints and other
photography-sourced products straight from their computers.


PIER 1: Posts $72.7 Mil. Net Loss in 3rd Fiscal Qtr. Ended Nov. 25
------------------------------------------------------------------
Pier 1 Imports Inc. filed its fiscal third quarter financial
reports for the period ended Nov. 25, 2006, with the Securities
and Exchange Commission on Jan. 3. 2007.

For the three months ended Nov. 25, 2006, Pier 1 reported a
$72,718,000 net loss on $402,714,000 of net sales, compared with a
$7,181,000 net loss on $456,690,000 of net sales for the same
period in 2005.

During the third quarter, the company continued to experience a
decline in sales.  The company has seen a persistent weakness in
customer traffic throughout the year as retailers in its sector
are competing for market share and consumers' discretionary funds.  
To stay with the competition, the company has struggled to find
the right marketing programs and media that will drive traffic to
its stores and increase sales.

During the third quarter, the company slightly shifted its focus
to gifts and decorative items for the holiday season, adding more
unique merchandise that was exclusive, value-priced and had both a
traditional and contemporary appeal to meet customers' decorating
needs.

At Nov. 25, 2006, the company's balance sheet showed
$1,017,881,000 in total assets, $608,346,000 in total liabilities,
and $409,535,000 in total stockholders' equity.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1838

                          December Sales

Pier 1 reported that sales for the five-week period ended Dec. 30,
2006, aggregated $242,541,000, a decrease of 10.9% from
$272,296,000 last year, and comparable store sales declined 10.7%.
Year-to-date sales of $1,392,045,000 were down 9.8% from
$1,542,976,000 last year, and comparable store sales declined
11.4%.

Marvin J. Girouard, Pier 1's chairman and chief executive officer,
commented, "Although early December sales trends, driven primarily
by holiday-related items, were better than we had experienced in
prior months, sales of our core home furnishing related items did
not improve.  Overall, sales were very promotional, resulting in
the strong sell-through of seasonal merchandise and continued
inventory control.

"Our January clearance has begun and our focus remains on keeping
inventory levels on plan as we begin to receive the new spring
merchandise."

Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE:PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported   
decorative home furnishings and gifts with Pier 1 Imports(R)
stores in 49 states, Puerto Rico, Canada, and Mexico, and Pier 1
kids(R) stores in the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service downgraded Pier 1's corporate family
rating to B3 from B1 after continued degradation in same store
sales, which have resulted in modest operating results and
negative free cash flow.  The rating outlook is stable.


PINNACLE AIRLINES: Plans to Sell Claims Against Northwest
---------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Pinnacle Airlines, Inc., a wholly owned subsidiary of
Pinnacle Airlines Corp., disclosed that on Jan. 3, 2006, it agreed
to assign an aggregate of $335 million of its $377.5 million
stipulated unsecured claim against Northwest Airlines, Inc. to
several third parties for aggregate proceeds of approximately
$283 million, net of expenses.

The assignments are subject to final documentation, and the
proceeds will be held in escrow until a final and non-appealable
order has been entered by the U.S. Bankruptcy Court for the
Southern District of New York in affirming the Assumption and
Claim Resolution Agreement between Pinnacle and Northwest.

A hearing to consider the Claim Agreement has been set tomorrow,
Jan. 11 and, assuming an order affirming the Claim Agreement is
entered shortly thereafter, Pinnacle would receive the proceeds
from the sale of its claim on or about Jan. 23, 2007.

If an order approving the Claim Agreement is not entered by the
Court on or prior to July 5, 2007, then the escrowed funds will be
returned to the third parties and the assignment will be null and
void, in which case Pinnacle will retain its claims against
Northwest.

                     About Northwest Airlines

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

                     About Pinnacle Airlines

Headquartered in Memphis, Tennessee, Pinnacle Airlines, Corp.
(NASDAQ: PNCL) fka Express Airlines I operates through its wholly
owned subsidiary, Pinnacle Airlines, Inc., as a regional airline
that provides airline capacity to Northwest Airlines, Inc.
Pinnacle operates as a Northwest Airlink carrier at Northwest's
domestic hub airports in Detroit, Minneapolis/St. Paul and Memphis
and the focus city of Indianapolis.  Pinnacle currently operates
an all-jet fleet of 124 Canadair Regional Jets and offers
scheduled passenger service with 709 daily departures to 110
cities in 36 states and three Canadian provinces.  Pinnacle
Airlines employs approximately 3,450 People.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 9, 2006,
Ernst & Young LLP expressed substantial doubt about Pinnacle
Airlines' ability to continue as a going concern after reviewing
the Company's financial statements for the years ended Dec. 31,
2005, and 2004.  Ernst & Young pointed to uncertainty regarding
the future of Pinnacle's contract with its primary customer,
Northwest Airlines, due to its filing of chapter 11 protection in
September 2005.


PRIME MEASUREMENT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Prime Measurement Products LLC
        aka Barton Sales
        aka Barton Instrument Systems LLC
        aka Barton Industrial Sales
        aka Cox Instrument
        900 South Turnbull Canyon Road
        City of Industry, CA 91749
        Tel: (800) 522-7866
        Fax: (626) 961-4452

Bankruptcy Case No.: 07-10109

Type of Business: The Debtor manufactures flow, pressure, and
                  level measurement solutions for the process and
                  bulk goods industries.
                  See http://www.prime-measurement.com/

                  COI Midwest Investments, the Debtor's affiliate,
                  filed for chapter 11 protection on June 1, 2006
                  (Bankr. C.D. Calif. Case No. 06-12329).

Chapter 11 Petition Date: January 5, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Netbank Business Finance         Leases/Litigation       $315,078
c/o Ellen Stern, Esq.
Law Offices of Ellen Stern
17630 El Mineral Road
Perris, CA 92570
Tel: (951) 443-4000
Fax: (951) 443-4006

Lawrence Livermore Laboratories  Personal Property       $250,134
7000 East Avenue                 License
P.O. Box 808, L-795
Livermore, CA 94551

L.A. Commercial Group, Inc.      Trade/Collection        $114,860
c/o Carol R. Hamilton, Esq.
317 South Brand Boulevard
Glendale, CA 91204

CIT Systems Leasing              Equipment               $113,024
P.O. Box 67000
Dept. 56901
Detroit, MI 48267

Thomas U. Stallings              Real Property            $99,550
Barbara J. Stallings
250 Irving Drive
Chicago Heights, IL 60411

Epstein Becker & Green, P.C.     Litigation               $88,192
                                 Case No. KC048740

Sanjie Commercial Co., Ltd.      Outside Services -       $84,558
                                 Commissions

EMT LLC                          Trade/Litigation         $81,976

Lucas, Horsfall, Murphy and      Outside Services -       $79,163
Pindroh, LLP                     Audit

Lamothermic Corp.                Inventory                $75,863

Jerry Copeland                   Outside Services -       $70,118
                                 Commissions

Infotech Software                Outside Services -       $65,855
                                 Engineering

Marmetal Industries Inc.         Inventory                $65,238

CIT Systems Leasing              Equipment                $64,655

SSG Capital Advisors L.P.        Advisor                  $60,496

Arnold Gonsalves Eng. Inc.       Inventory                $59,204

United International, LLC        Equipment                $57,541

Siemens Energy & Automations     Inventory                $52,685

SAS Manufacturing, Inc.          Inventory                $52,367

J&L Industrial Supply            Inventory                $47,683

ITT Industries/Conoflow          Inventory                $45,956

CXO Advisors, LLC                Outside Services -       $44,303
                                 Consulting

U.S. Bank                        Credit Card Account      $43,513

Universal Flow Monitors          Inventory                $42,133


RADNOR HOLDINGS: Court Okays Lazard Freres as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Radnor Holdings Corp. and its debtor-affiliates to employ Lazard
Freres & Co. as their investment banker, nunc pro tunc to
Sept. 25, 2006.

Lazard Freres is expected to:

   a) review and analyze the Debtors' business, operations and
      financial projections;

   b) evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

   c) assist in the determination of a capital structure for the
      Debtors;

   d) assist in the determination of a range of values for the
      Debtors;

   e) advise the Debtors on tactics and strategies for negotiating
      with the holders of the existing obligations;

   f) render financial advice to the Debtors and participate in
      meetings or negotiations with the stakeholders and rating
      agencies or other appropriate parties in connection with any
      restructuring;

   g) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

   h) in coordination and partnership with Lazard Capital Markets
      LLC as appropriate or necessary, advise and assist the
      Debtors in evaluating potential capital markets transactions
      of public or private debt or equity offerings by the
      Debtors, and, subject to Lazard's agreement to so act and
      execution of any appropriate agreements, on behalf of the
      Debtors, evaluate and contact potential sources of capital
      as the Debtors may designate and assist the Debtors in
      negotiating such a financing;

   i) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the restructuring;

   j) assist the Debtors in identifying and evaluating candidates
      for a potential sale transaction, and advise the Debtors in
      connection with negotiations and aiding in the consummation
      of a sale transaction;

   k) attend meetings of the Debtors' Borad of Directors and its
      committees;

   l) provide testimony, as necessary, with respect to matters on
      which Lazard has been engaged to advise the Debtors on in
      any proceeding before the Bankruptcy Court; and

   m) provide the Debtors with other general restructuring advice.

Pursuant to an Engagement Letter, the Debtors and Lazard have
agreed on this compensation structure:

   a) a monthly fee of $125,000;

   b) a fee equal to $2,500,000, payable upon the consummation of
      a restructuring;

   c) a sale transaction fee equal to the sum of (i) $2,500,000
      and (ii) 5% of the incremental aggregate consideration of a
      sale transaction;

   d) a financing fee equal to a percentage of the aggregate gross
      proceeds raised, including un-borrowed portions of credit
      facilities; and

   e) reimbursement of all reasonable out-of-pocket expenses,
      including expenses of outside legal counsel, if any.

Michael Valenza, CFO of Radnor Holding, assures the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not hold or represent any
interest adverse to the Debtors' estates.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Plan Filing Period Extended Until April 18
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Radnor Holdings Corp. and its debtor-affiliates to extend, until
April 18, 2007, the period within which they have the exclusive
right to file a plan.  The Debtors also obtained permission to
extend, until June 18, 2007, their exclusive period for soliciting
acceptances of the plan.

Since the Debtors filed for bankruptcy on Aug. 21, 2006, they have
attempted to quantify the amount of existing administrative,
priority, and unsecured claims against the estate.  As of the date
of this motion, these efforts are still ongoing.

Furthermore, the Debtors have recently obtained approval for a
sale of substantially all of the their assets to TR Acquisition
Co. LLC.  The extension requested would also provide the Debtors
and their advisors the opportunity to analyze the Debtors' post-
Sale financial circumstances and, if possible, develop a
liquidating plan that maximizes the return to parties-in-interest.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RANDHAWA PETROLEUM: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Randhawa Petroleum, Inc.
        2380 Peachtree Industrial Boulevard
        Buford, GA 30518

Bankruptcy Case No.: 06-76845

Chapter 11 Petition Date: December 29, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Steven J. Strelzik, Esq.
                  Steven J. Strelzik, P.C.
                  3355 Lenox Road Northeast, Suite 1100
                  Atlanta, GA 30326
                  Tel: (404) 237-5121

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blue Ridge Tobacco Company       Trade                   $1,435
2146 State Highway 105
Demorest, GA 30535

Atlanta Coca-Cola Bottling Co.   Trade                     $660
P.O. Box 102453
Atlanta, GA 30368

Frito-Lay                        Trade                     $155
P.O. Box 643103
Pittsburgh, PA 15264

Matador Dist., LLC               Trade                      $75
P.O. Box 102905
Atlanta, GA 30368


SAINT VINCENTS: Education Affiliates to Buy Nursing Schools
-----------------------------------------------------------
Following the filing of a response to Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates' request
from the Office of Counsel of the New York State Education
Department, the U.S. Bankruptcy Court for the Southern District of
New York entered an order approving bidding procedures for an
auction for entry into a preliminary agreement and the time, date,
place and form of notice for the Auction and approval hearing.

Subsequently, the Debtors filed the Court-approved Notice of the
Auction and Approval Hearing, provided the establishment of
minimum bid requirements notices, and filed a revised form of each
of the Preliminary Agreements.  The Debtors also filed a notice
extending the time for potential bidders to submit a bid for entry
into the Preliminary Agreements from Nov. 1, 2006, to November 2.  

After consultation with the Official Committee of Unsecured
Creditors and its professionals, the Debtors concluded that the
bid submitted by Education Affiliates NY, Inc., constituted the
only Qualified Bid pursuant to the Bidding Procedures.  The
Debtors then designated EA the Successful Bidder and cancelled the
proposed Auction.

In November 2006, the SED objected to the Debtors' request for,
among others, approval of the prevailing bid.  The Debtors and the
SED have resolved the SED's concerns.  The Debtors informed the
Court at the Dec. 14, 2006, Approval Hearing that they reached an
agreement with EA on the terms of an administrative services
agreement and a revised option agreement.

Accordingly, Judge Hardin grants the Debtors' request in its
entirety.

All of the terms and conditions and transactions contemplated by
the Revised Agreements are authorized and approved pursuant to
Sections 105(a), 363(b) and 363(d) of the Bankruptcy Code.  The
sale of the Purchased Assets to EA upon exercise of the Option is
not approved at this time as contemplated by the Asset Purchase
Agreement.

Judge Hardin authorizes and directs the Debtors to:

   (1) enter into the Revised Agreements, a full-text copy of
       which is available for free at

              http://ResearchArchives.com/t/s?1841

   (2) execute and deliver, and empowered to perform under,
       consummate, and implement the Revised Agreements, together
       with all additional instruments and documents that may be
       reasonably necessary or desirable to implement the Revised
       Agreements and effectuate the provisions of the Order and
       the approved transactions.       

All objections that have not been withdrawn, waived, or settled,
and all reservations of rights included in the objections, are
overruled on the merits with prejudice, Judge Hardin adds

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.  
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.  
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 42 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Court OKs Payment of $300,000 Diligence Fees
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates to pay diligence fees, subject to per-
lender caps of $50,000 or $10,000, as appropriate, and subject to
an aggregate cap of $300,000.

As reported in the Troubled Company Reporter on Dec. 14, 2006, the
Debtors are in the process of finalizing a plan of reorganization
and anticipate that plan will require exit financing in the form
of:

    a) a revolving credit line for $50,000,000 secured by
       accounts receivable; and

    b) a term loan of at least $250,000,000 secured by
       substantially all of the Debtors' other assets.

According to Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP,
in New York, the Debtors have been in discussions with certain
lenders to arrange the Exit Facility and have already received
preliminary indications of interest from several lenders.  The
lenders who bid on exit financing will fall into two categories:

   (1) lenders willing to make a proposal for the entire Exit
       Facility -- Complete Exit-Facility Proposal; and

   (2) lenders willing to make a proposal only for the Revolving
       Loan -- Revolver-Only Proposal.

Mr. Troop noted that both groups of lenders will require that the
Debtors pay actually incurred and reasonable due diligence
expenses and fees.  Specifically, the Debtors believe that the
Diligence Fees:

   (a) for each Complete Exit-Facility Proposal lender should not
       exceed $50,000; and

   (b) for each Revolver-Only Proposal lender should not exceed
       $10,000.

Mr. Troop related that payment of Diligence Fees will encourage
multiple exit-financing proposals and competition among potential
lenders, which will aid the Debtors in obtaining the most
favorable financing terms and benefit them and their
reorganization efforts.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.  
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.  
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 42 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SBARRO INC: S&P Raises Corporate Credit Rating to B-
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Melville, New York-based Sbarro Inc. to 'B-' from
'CCC+'.

Concurrently, all ratings were removed from CreditWatch, where
they were placed with developing implications after the report
that the company is being acquired by private equity investors.

The outlook is stable.

At the same time, Standard & Poor's assigned a 'B' rating to
Sbarro Inc.'s $25 million secured revolver due 2013 and
$150 million first-lien term loan due 2014.  This and the recovery
rating of '1' indicate that lenders can expect full recovery of
principal in the event of payment default.

Standard & Poor's also assigned a 'CCC' rating to the proposed
$150 million senior unsecured notes due 2015, which will be issued
under rule 144a with registration rights.  The notes are rated two
notches lower than the corporate credit rating due to
their structural subordination to the credit facility.

"The upgrade is the result of Sbarro's improved operating
performance over the past three years, and Standard & Poor's
expectation that the company can maintain its current level of
performance," said Standard & Poor's credit analyst Diane Shand.


SMART DENTAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Smart Dental Care, LLC
        2180 East 4500 South, Suite 250
        Salt Lake City, UT 84117

Bankruptcy Case No.: 06-25025

Type of Business: The Debtor offers dental services.

Chapter 11 Petition Date: December 30, 2006

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Andres Diaz, Esq.
                  1 On 1 Legal Services, PLLC
                  Boston Building, Suite 417
                  9 Exchange Place
                  Salt Lake City, UT 84111
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


SOLUTIA INC: Includes Final Deal with JPMorgan in Amended Plan
--------------------------------------------------------------
Solutia Inc. has filed with the Securities and Exchange Commission
its proposal for an amended plan of reorganization, incorporated
in a settlement term sheet that outlines the key terms of:

   (a) a modification of a global settlement as described in
       Solutia's disclosure statement on Feb. 14, 2006;

   (b) a final settlement of the JPMorgan Chase Bank Adversary
       Proceeding; and

   (c) a final settlement of the Official Committee of Equity
       Security Holders Adversary Proceeding.

Pursuant to a confidentiality agreement entered into with certain
holders of 6.72% notes due Oct. 15, 2037, and the 7.375% notes due
Oct. 15, 2027, that it issued, Solutia presented to the
Noteholders the Amended Plan Proposal, which provides the
framework for negotiations with the Noteholders and other major
stakeholders.

To assure that the restrictions on the Noteholders' ability to
trade would be limited, Solutia agreed to publicly disseminate the
terms of the Amended Plan Proposal on or before Dec. 28, 2006.

The general Plan assumptions are:

     * Total Enterprise Value of $2,507,000,000;

     * Pro forma net debt of $1,507,000,000;

     * Implied Equity Value of $1,000,000,000;

     * Solutia acquires Akzo-Nobel's 50% joint venture ownership
       in Flexsys and effects the sale of a business unit;

     * General unsecured claims pool of $765,000,000 based on
       estimated Claim amounts as of November 2006;

     * Plan stock price per share of $10.  The rights will be
       struck at a 25% discount to the Plan Stock Price per
       share, implying a theoretical share price of common shares
       of $9 per share, after accounting for rights offering'

     * In total, 108,300,000 common shares will be issued upon
       emergence:

        (a) A total of 75,000,000 shares will be distributed
            directly to the Noteholders, the general unsecured
            creditors, Monsanto Company and the retirees --
            the primary common shares; and

        (b) another 33,300,000 shares will be distributed on a
            pro rata basis to holders of Noteholder Claims,
            General Unsecured Claims, Monsanto and the Retirees
            pursuant to the Rights Offering; and

     * Effective Date of the Plan will be on March 31, 2007.

The Company's post-reorganization Board of Directors will
initially consist of nine members, including the company's
chairman and chief executive officer, Jeffry Quinn, and two
continuing directors of the company.  The ad hoc committee of
Noteholders will select two directors, and the Official Committee
of Unsecured Creditors and Monsanto will select one director each.  
The remaining two directors will be selected by the initial seven
directors from a panel of candidates identified by a national
search firm employed by the Company.

                       Treatment of Claims

The Noteholder Claims -- holders of 6.720% notes due Oct. 15,
2037, and the 7.375% notes due Oct. 15, 2027 -- will be classified
separately from other claims, with an aggregate allowed amount of
$455,400,000.  The Noteholder Claims will be exchanged for
36,520,000 Primary Common Shares, and rights to purchase
16,230,000 Common Shares in the Rights Offering.

General Unsecured Claims will be exchanged for 19,660,000 Primary
Common Shares, and rights to purchase 8,740,000 Common Shares in
the Rights Offering.

Monsanto's Claim against the estates, classified separately, will
be exchanged for 17,000,000 Primary Common Shares, and rights to
purchase 7,560,000 Common Shares in the Rights Offering.

The Retiree Claim, in accordance with the Retiree Settlement,
will be exchanged for 1,820,000 Primary Common Shares, and rights
to purchase 810,000 Common Shares in the Rights Offering.

Holders of Equity interests will not receive a distribution under
the Plan.  Monsanto will resolve the Equity Committee Adversary
Proceeding at its sole cost.

The size of the Rights Offering is $250,000,000, at $7.50 per
share, implying a 25% discount to the Plan stock price.

                       Recovery Analysis
                         (in millions)

                       Primary
                       Common      Rights      Net       Net
                        Share     Offering    Value    Recovery
                       -------    --------    -----    --------
Noteholders            $337.1      $28.1     $365.2       80.2%
General Unsecured Cred. 181.5       15.1      196.6       63.5%
Monsanto                156.9       13.1      170.0       44.4%
Retirees                 16.8        1.4       18.2       52.0%

A full-text copy of a version of the Amended Plan Proposal is
available for free at http://researcharchives.com/t/s?183c

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and its debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Richard M. Cieri, Esq., at Kirkland &
Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel
J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Creditors, and Derron S. Slonecker
at Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice.  The Debtors' exclusive period to
file a plan expires on Jan. 15, 2007.  (Solutia Bankruptcy News,
Issue No. 75; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Board Approves Salary Increases for Executives
-----------------------------------------------------------
Solutia Inc. discloses that based on recommendations of the
Executive Compensation and Development Committee of its Board of
Directors, the Board approved base salary increases for certain
executive officers.  The new annual base salaries for the
executive officers, effective Jan. 1, 2007, are:

  Executive                                   Annual Base Salary
  ---------                                    ------------------
  James M. Sullivan                                $412,500
  Senior Vice President, Chief Financial
     Officer and Treasurer

  Luc De Temmerman                                  405,000
  Senior Vice President and President -
     Performance Products

  Jonathon P. Wright                                405,000
  Senior Vice President and President -
     Integrated Nylon

  James R. Voss                                     351,000
  SVP of Business Operations

The Board of Directors has also authorized Solutia to seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York of a salary increase for Mr. Jeffry N. Quinn,
president, chief executive officer and chairman of the Board, as
well as certain adjustments to his employment agreement.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and its debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Richard M. Cieri, Esq., at Kirkland &
Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel
J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Creditors, and Derron S. Slonecker
at Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice.  The Debtors' exclusive period to
file a plan expires on Jan. 15, 2007.  (Solutia Bankruptcy News,
Issue No. 75; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


STELLAR TECH: Sells Series B Stock to Overseas Investors for $250K
------------------------------------------------------------------
Stellar Technologies Inc., nka GeM Solutions Inc., on
Dec. 31, 2006, sold shares of its series B convertible preferred
stock convertible into 1,666,700 shares of common stock and
warrants to purchase an additional 833,350 shares of common stock
for aggregate gross cash proceeds of $250,000.

The securities were sold in units consisting of one share of
Series B Shares and a warrant to purchase 50 shares of common
stock at a purchase price of $15 per unit.

The securities were issued in an offering solely to certain
overseas investors who are not "U.S. persons" of up to $4,500,000
of units consisting of 300,000 Series B Shares convertible into an
aggregate of 30,000,000 shares of common stock and warrants to
purchase up to an aggregate of 15,000,000 shares of common stock.
The company reserved the right to offer and sell additional units
for an aggregate purchase price in excess of $4,500,000 to cover
any over-allotments.

The company has sold an aggregate of 212,003 Units in a private
placement transaction to one accredited investor who is not a
"U.S. person" pursuant to the exemption from registration provided
by Rules 901 and 903 of Regulation S under the Securities Act, and
a concurrent offering to accredited investors in the United
States, for gross cash proceeds of $3,180,000.

The Series B Shares have an original issue price of $15 per share
and are convertible into shares of common stock at a conversion
price of $0.15 per share.  Accordingly, each Series B Share is
initially convertible into 100 shares of common stock.  The Series
B Shares automatically convert into shares of common stock in the
event that (i) the average closing price of the company's common
stock over 20 consecutive trading days equals or exceeds $0.75 per
share; and (ii) the shares of common stock issuable upon
conversion of the Series B Shares are either subject to an
effective registration statement.

Each warrant is immediately exercisable at an exercise price of
$0.40 per share for a term of three years.

The company paid consulting fees consisting of $20,000 and
warrants to purchase 133,336 shares of common stock at an exercise
price of $0.40 per share.

The company disclosed that it has agreed to include the shares of
common stock issuable upon conversion of the Series B Shares or
exercise of the warrants sold in the Offering in any registration
statement it will file under the Securities Act in order to permit
the public resale of the shares.

                    About Stellar Technologies

Stellar Technologies Inc. nka GeM Solutions Inc. provides employee
internet management products that enable businesses, government
agencies, schools and other organizations to monitor, analyze and
evaluate reports about employee computer use, including Internet
access and instant messaging.  The company's products consist of
Stellar IM Web Based Edition, Stellar IM Enterprise Edition,
Stellar Internet GEM, and E-mail Shuttle.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Malone & Bailey, PC, in Houston, Tex., raised substantial doubt
about Stellar's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended June 30, 2006, and 2005.  The auditing firm pointed to
the Company's recurring losses from operations and negative
working capital.


STRUCTURED ASSET: DBRS Lowers Class B-2 Certs.' Rating to BB (low)
------------------------------------------------------------------
Dominion Bond Rating Service downgraded Classes B-1 and B-2 and
placed Class B-3 Under Review with Negative Implications from
Structured Asset Securities Corporation 2005-S5 Mortgage Pass-
Through Certificates, Series 2005-S5:

   * $9,916,000 Mortgage Pass-Through Certificates, Series 2005-
     S5, Class B-1 to BB from BB (high)

   * $6,197,000 Mortgage Pass-Through Certificates, Series 2005-
     S5, Class B-2 to BB (low) from BB (high)

   * $12,085,000 Mortgage Pass-Through Certificates, Series 2005-
     S5, Class B-3, currently rated B (low)

The above actions are the result of the depletion of
overcollateralization due to the lack of excess spread.  The
mortgage loans consist of 100% fixed-rate second lien mortgage
loans, which are subordinate to senior lien mortgage loans on the
respective properties.  The transaction is 16 months seasoned with
a remaining pool factor of 58.46% as of the December 2006
distribution.


STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust 2006-S4 and a ratings ranging from Aa1 to Ba2
to subordinate certificates in the deal.

The securitization is backed by Lehman Brothers Bank, FSB and
other mortgage lenders originated, fixed-rate, closed-end seconds
mortgage loans acquired by Lehman Brothers Holdings Inc.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by a subordination, excess
spread, and overcollateralization.  The ratings also benefit from
interest-rate swap agreement provided by Wachovia Bank, National
Association.  

Moody's expects collateral losses to range from 7.75% to 8.25%.

Aurora Loan Services LLC will service the loans and act as master
servicer.  Moody's has assigned Aurora its servicer quality rating
of SQ1- as a master servicer of mortgage loans.

These are the rating actions:

   * Structured Asset Securities Corporation Mortgage Loan Trust
     2006-S4

   * Mortgage Pass-Through Certificates, Series 2006-S4

                      Class A, Assigned Aaa
                      Class M1, Assigned Aa1
                      Class M2, Assigned Aa2
                      Class M3, Assigned Aa2
                      Class M4, Assigned A1
                      Class M5, Assigned A2
                      Class M6, Assigned A3
                      Class M7, Assigned Baa1
                      Class M8, Assigned Baa2
                      Class M9, Assigned Baa3
                      Class B2, Assigned Ba2

The Class B2 Certificates are being offered in a privately
negotiated transaction without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A and, in
the case of certain certificates, under Regulation S.


SWH LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: SWH, LLC
        9245 Poplar Avenue, Suite 8-115
        Germantown, TN 38138

Bankruptcy Case No.: 07-20114

Chapter 11 Petition Date: January 4, 2007

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  Harris, Jernigan & Geno, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39158
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

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.


TAYC CAPITAL: Fitch Revises Rating Outlook to Stable from Positive
------------------------------------------------------------------
Fitch Ratings has upgraded the Long-term Issuer Default Rating,
Short-term Issuer Rating, and Individual Rating of Taylor Capital
Group, Inc.

The Rating Outlook is revised to Stable from Positive.

Fitch has also upgraded the trust-preferred securities issued by
TAYC Capital Trust I to 'BB+' from 'BB-'.  The ratings for TAYC's
primary operating subsidiary, Cole Taylor Bank, remain unchanged.
Fitch's upgrade of TAYC's ratings reflects the company's
maintenance of solid capital levels, and its high level of parent
company liquidity, and stated plans to retain a sufficient level
of liquid assets at the holding company level.  This rating action
further assumes that the stated plans for parent liquidity will
not be altered subsequent to the ultimate selection of a new CFO.

Although TAYC's ratings were previously notched one level below
Cole Taylor Bank's ratings, the upgrade to TAYC reflects a return
to Fitch's standard notching between parent and bank ratings. Cole
Taylor Bank's ratings remain unchanged as their year-to-date
operating results are in line with historical performance and
Fitch's expectations.

Fitch's ratings for TAYC and its affiliates also reflect the
company's solid capital base and liquidity profile, and sound
asset quality.  The Fitch eligible capital ratio increased from
6.91% at year-end 2004 to 10.71% at Sept. 30, 2006.  Double
leverage has similarly improved, declining from 165.05% at year-
end 2004 to 123.02% at Sept. 30, 2006.  Further, a low corporate
dividend payout ratio provides for strong internal equity
generation.

Offsetting these issues, Fitch recognizes the company's geographic
concentration in the Chicago metropolitan area, limited revenue
diversity, and volatile performance of NPAs due to TAYC's
relatively large credit exposures.  Net credit losses have
decreased and remain manageable, and the reserve covers total
loans and NPLs 1.48x and 167.74x, respectively.

Year-to-date earnings reflect the reversal of a tax liability that
was established in 2002.  Excluding this non-recurring item, pre-
tax earnings were down 8% from the same period a year prior mainly
driven by continued margin pressures.  Fitch notes an increasing
reliance on wholesale funding that remains tolerable at TAYC's
current ratings level.  Given TAYC's business banking niche, core
deposit gathering efforts focus on commercial customers.

These ratings are upgraded with a Stable Outlook:

   * Taylor Capital Group, Inc.

      -- Long-term IDR to 'BBB-' from 'BB+';
      -- Short-term Issuer to 'F3' from 'B'; and,   
      -- Individual to 'B/C' from 'C'.

   * TAYC Capital Trust I

      -- Preferred stock to 'BB+' from 'BB-'.

These ratings are affirmed with a Stable Outlook:

   * Cole Taylor Bank

      -- Long-term IDR at 'BBB-';
      -- Short-term Issuer at 'F3';
      -- Individual at 'B/C';
      -- Long-term deposits at 'BBB';
      -- Short-term deposits at 'F2'; and,
      -- Support at '5'.

   * Taylor Capital Group, Inc.

      -- Support at '5'.


TENFOLD CORP: Richard Bennett Jr. Resigns from the Board
--------------------------------------------------------
Richard H. Bennett Jr. resigned, effective Jan. 2, 2007, from the
board of directors of TenFold Corporation.

The company did not disclose the reason for Mr. Bennett's
resignation.

Richard Bennett Jr. has served as a member of the company's Board
since Oct. 31, 2002.  From September 2001 to October 2002,
Mr. Bennett served as a marketing consultant to TenFold.  

He founded Rick Bennett Advertising in 1984.  His advertising
agency has represented numerous companies in technology sectors
including, hardware, database, circuit design and artificial
intelligence.  

>From 1984 to 1990, he served as Oracle Corporation's advertising
agency.  From its inception to its initial public offering in
2004, he advised Salesforce.com.  He currently advises other
technology companies and venture firms, and sits on the advisory
board of Safeguard Scientifics.

TenFold Corporation (OTCBB: TENF) -- http://www.tenfold.com/--  
licenses its patented technology for applications development,
EnterpriseTenFold(TM), to organizations that face the daunting
task of replacing obsolete applications or building complex
applications systems.  EnterpriseTenFold technology lets a small,
team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications.

                        Going Concern Doubt

Tanner LC expressed substantial doubt about TenFold Corporation's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2005.
The auditing firm points to the Company's reliance on significant
balances of its cash for its operating activities and the
likelihood that the Company will not have sufficient resources to
meet operating needs based on its present levels of cash
consumption.


TERWIN MORTGAGE: DBRS Reviews Ratings on 3 Certificate Classes
--------------------------------------------------------------
Dominion Bond Rating Service upgraded four classes, downgraded one
class and placed three classes Under Review with Negative
Implications from four Terwin Mortgage Trust, Asset-Backed
transactions:

These ratings were placed Under Review with Negative Implications
as a result of the increased 90+ days delinquency pipeline
relative to the available level of credit enhancement:

   * $582,288 Asset-Backed Certificates, TMTS Series 2004-13ALT,
     Class 2-B-4, currently rated BB

   * $9,300,000 Asset-Backed Certificates, TMTS Series 2004-16SL,
     Class B-3, currently rated B

   * $18,038,000 Asset-Backed Certificates, TMTS Series 2005-5SL,
     Class B-5, currently rated B

These downgrade is the result a principal loss allocated to the
Class 2-B-5 as of the December 2006 distribution, as well as the
increased 90+ day delinquency pipeline.  The mortgage pool
consists of first lien adjustable-rate mortgage and fixed-rate
mortgage loans.

   * $445,406 Asset-Backed Certificates, TMTS Series 2004-13ALT,
     Class 2-B-5 to C from B

These upgrades are the result of the high level of credit
enhancement:

   * $7,807,005 Asset-Backed Certificates, TMTS Series 2004-16SL,
     Class M-2 to AAA from A

   * $9,765,000 Asset-Backed Certificates, TMTS Series 2004-16SL,
     Class B-1 to A from BBB

   * $9,240,000 Asset-Backed Certificates, TMTS Series 2004-18SL,
     Class I-M-3 to AA from A (low)

   * $11,130,000 Asset-Backed Certificates, TMTS Series 2004-
     18SL, Class I-B-1 to A from BBB (high)


TOTES ISOTONER: Moody's Places Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating and probability of default rating of B2 to totes Isotoner
Corporation.  

Moody's also assigned a B2 rating to the proposed $125 million
first lien term loan and a Caa1 rating to the proposed
$65 million second lien term loan.

The rating outlook is stable.

The ratings assigned are subject to no material change in the
terms and conditions of the transaction as advised to Moody's.

The B2 rating reflects the company's moderate scale in the apparel
and accessories markets, the company's market leading brands which
compete in commoditized product categories, and the significant
degree of seasonality in the company's operations and cash flows.  
Financial leverage is at levels consistent with the rating
category.  The ratings also reflect the benefits of a portfolio of
multiple products in the cold and wet weather markets and
footwear, a high degree of channel diversification and the
stability and track record of the executive management of the
company.

The rating outlook is stable as Moody's expects the company to
maintain stable financial performance with financial metrics
remaining appropriate for the rating category.

The B2 rating of the first lien term loan B facility reflects the
B2 probability of default rating and its LGD3, 45% loss given
default assessment as this facility is secured by a first lien on
substantially all assets of the company, other than accounts
receivable and inventory, over which the first lien term loan will
have a second lien, junior to the $85 million secured asset based
revolving credit facility.  The Caa1 rating of the second lien
term loan facility reflects the B2 probability of default rating
and its LGD5, 80% loss given default assessment, reflecting its
junior position in the capital structure below the first lien term
loan and asset based revolver.

These ratings have been assigned:

   -- Corporate Family Rating at B2
   -- Probability of Default Rating at B2
   -- $125 million first lien term loan at B2, LGD3, 45%
   -- $65 million second lien term loan Caa1, LGD5, 80%

Based in Cincinnati, Ohio totes Isotoner Corporation is an
international designer, marketer and distributor of cold and wet
weather accessories, slippers, flip-flops and sunglasses with
revenue in excess of $300 million.  The company distributes
umbrellas and related products primarily under the 'totes' and
"Raines" brands and distributes cold-weather products and slippers
primarily under the "Isotoner" brands.


TOWER AUTOMOTIVE: Can Designate GSCP'S Claims as Confidential
-------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Tower Automotive Inc., its debtor-
affiliates and Goldman Sachs Credit Partners L.P. agree to
designate as confidential or highly confidential all documents and
information produced or provided by any Party or third party
pursuant to:

    * interrogatories,
    * depositions,
    * requests for production of documents,
    * requests for admissions,
    * subpoenas, or
    * other discovery requests or requests for information,

and all information provided by any Party or third party in
connection with the Debtors' objections to Claim Nos. 6506, 6507,
6508, 6559, 6560, 6561, 6562, 6563 and 6564, filed in the
Debtors' Chapter 11 cases.

These pertain to the Debtors' objection to Goldman Sachs' claims
filed in the Debtors' cases.

According to the Honorable Allen L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York, material may be
designated confidential or highly confidential if it contains
information of these types, to the extent that the information has
been kept confidential and has not been disclosed without
reasonable assurances of confidentiality:

    (a) Financial, competitive, trade secret, or otherwise
        proprietary information;

    (b) Any information of a personal or intimate nature regarding
        any individual; or

    (c) Any other category of information given "Confidential" or
        "Highly Confidential - Attorneys' Eyes Only" status by the
        Court.

The Stipulated Order will not apply to Material obtained from
public sources or sources other than production by another person
or party in the Debtors' bankruptcy proceeding, regardless of
whether the Material was provided by any Party or third party,
Judge Gropper says.

Judge Gropper notes that whenever any Party objects to the
designation of Material as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL
- ATTORNEYS' EYES ONLY," it may apply to the Court for a ruling
that the Material should not be so designated, but only after
first contacting the Producing Party asserting the confidential
or highly confidential designation to discuss the designation,
and giving 10 days written notice of the intent to make the
application to the Court.  Unless and until the Court enters a
ruling changing the designation of the Material, it will be
afforded the confidential or highly confidential treatment.

Any Party seeking relief from the provisions of the Stipulated
Order may, if agreement between the Parties cannot be reached,
seek appropriate relief from the Court upon notice to the
Producing Party and, if the Proceeding is continuing, to the
opposing Party, Judge Gropper says.  The Stipulated Order is
without prejudice to all rights of a Party regarding discovery as
set forth in the Federal Rules of Civil Procedure.

Judge Gropper further relates that the Stipulated Order
supplements and does not supersede obligations, if any, existing
between the Producing Parties, contractual or otherwise, with
respect to the handling, protection or nondisclosure of
proprietary or confidential information.

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).


TOWN OF MOFFETT: Chapter 9 Petition Summary
-------------------------------------------
Debtor and Petitioner: Town of Moffett
                       P.O. Box 87
                       300 Grand Avenue
                       Moffett, OK 74946

Case No.: 06-81060

Chapter 9 Petition Date: December 20, 2006

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Petitioner's Counsel: Chris W. Blankenship, Esq.
                      Blankenship Law Office
                      P.O. Box 69
                      Stigler, OK 74462
                      Tel: (918) 967-8542
                      Fax: (918) 967-5018

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Texhoma Ford                     Purchase Agreement       $47,604
P.O. Box 693                                             Secured:
Denison, TX 75020                                         $39,700
                                                       Unsecured:
                                                          $47,604

AMA Collections                  Credit Purchases         $16,183
P.O. Box 6605
Orange, CA 92863-3690

Pro Consulting Services, Inc.    Credit Purchases         $14,887
P.O. Box 66768
Houston, TX 77266-6768

Ford Motor Credit                Purchase Agreement       $47,604
Dept. 67-434                                             Secured:
P.O. Box 6700                                             $39,700
Detroit, MI 48267-0434                                 Unsecured:
                                                           $7,904

Lowe's Commercial Services       Credit Purchases          $4,903
P.O. Box 530970
Atlanta, GA 30353-0970

Titan Industrial                 Credit Purchases          $4,850

Caine & Weiner Global Finance    Credit Purchases          $4,756

NCO                              Credit Purchases          $4,560

Love, Beal & Nixon, P.C.         Credit Purchases          $3,634

Dell Computers                   Credit Purchases          $3,203

Oklahoma Employment Security     Credit Purchases          $1,761

American Aluminum Accessories    Credit Purchases          $1,437

PRXYBYSZ & Associates, CPA       Credit Purchases          $1,322

The Transmission Shop            Credit Purchases          $1,133

Roll Off Service                 Credit Purchases          $1,086

CST Co./CMI                      Credit Purchases            $700

OMAG                             Credit Purchases            $393

Supreme Printing & Stationery    Credit Purchases            $335

Action Radio & Cell              Credit Purchases            $248

Premier Magnetics                Credit Purchases            $228


WASHINGTON MUTUAL: Fitch Takes Various Actions on Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Washington Mutual's
residential mortgage-backed certificates:

WAMU, Series 2002-S8 Group 1:

   -- Class I-A affirmed at 'AAA';

WAMU, Series 2002-S8 Group 2:

   -- Class II-A affirmed at 'AAA';

WAMU, Series 2003-AR3:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'AA';
   -- Class B-3 affirmed at 'A';
   -- Class B-4 affirmed at 'BBB'; and,
   -- Class B-5 affirmed at 'BB'.

WAMU, Series 2003-AR7:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'A+';
   -- Class B-3 affirmed at 'BBB+';
   -- Class B-4 affirmed at 'BBB-'; and,
   -- Class B-5 affirmed at 'BB-'.

WAMU, Series 2003-AR8:

   -- Class A affirmed at 'AAA';
   -- Class B-1 upgraded to 'AA+' from 'AA';
   -- Class B-2 upgraded to 'A+' from 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB'; and,
   -- Class B-5 affirmed at 'B'.

WAMU, Series 2003-AR9 Group 1:

   -- Class I-A affirmed at 'AAA';
   -- Class I-B-1 upgraded to 'AA+' from 'AA';
   -- Class I-B-2 affirmed at 'A';
   -- Class I-B-3 affirmed at 'BBB'; and,
   -- Class I-B-4 upgraded to 'BB+' from 'BB'.

WAMU, Series 2003-AR9 Group 2:

   -- Class II-A affirmed at 'AAA';
   -- Class II-B-1 upgraded to 'AA+' from 'AA';
   -- Class II-B-2 upgraded to 'A+' from 'A';
   -- Class II-B-3 upgraded to 'BBB+' from 'BBB'; and,
   -- Class II-B-4 upgraded to 'BB+' from 'BB';

WAMU, Series 2003-AR11:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 upgraded to 'BB+' from 'BB'; and,
   -- Class B-5 upgraded to 'B+' from 'B'.

WAMU, Series 2003-AR12:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'A+';
   -- Class B-3 upgraded to 'BBB+' from 'BBB';
   -- Class B-4 upgraded to 'BB+' from 'BB'; and,
   -- Class B-5 upgraded to 'B+' from 'B'.

WAMMS, Series 2003-MS4:

   -- Class A affirmed at 'AAA'.

WAMU, Series 2003-S1:

   -- Class A affirmed at 'AAA';

WAMU, Series 2003-S3:

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

WAMU, Series 2003-S4:

   -- Class A affirmed at 'AAA';

WAMU, Series 2003-S6:

   -- Class A affirmed at 'AAA';

WAMU, Series 2003-S7:

   -- Class A affirmed at 'AAA'; and,
   -- Class B-2 affirmed at 'A-';

WAMU, Series 2003-S8:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB'; and,
   -- Class B-5 affirmed at 'B'.

WAMU, Series 2003-S9:

   -- Class A affirmed at 'AAA'.

WAMU, Series 2003-S10:

   -- Class A affirmed at 'AAA'.

WAMU, Series 2003-S11:

   -- Class A affirmed at 'AAA'.

WAMU, Series 2003-S12:

   -- Class A affirmed at 'AAA'.

WAMMS, Series 2004-RA1:
    
   --   Class A affirmed at 'AAA'.

The affirmations, affecting approximately $7.045 billion of the
outstanding certificates, are due to credit enhancement consistent
with future loss expectations.  The upgrades, affecting
approximately $48.1 million of the outstanding certificates, are
being taken as a result of low delinquencies and losses, as well
as increased credit support levels.  The credit enhancement for
the upgraded classes as of Dec. 25, 2006 distribution increased as
much as two times the original credit enhancement percentage.

The collateral for the above WAMU, WAMMS, and WMALT deals
primarily consists of 15- to 30-year, fixed-rate mortgages secured
by first liens on one- to four-family residential properties.  The
'AR' deals have collateral that consists of 15- to 30-year,
adjustable-rate mortgages, also secured by first liens on one- to
four-family residential properties.  All of the above deals are
master serviced by Washington Mutual Mortgage Securities Corp.,
which is rated 'RMS2+' except WMALT, which is rated 'RMS2' by
Fitch.

The pool factors for these deals range from 18% to 71%.


WASHINGTON MUTUAL: Moody's Rates Class B-13 Certificates at B2
--------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2006-AR19, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negatively
amortizing Alt-A mortgage loans originated by Washington Mutual
Bank.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination.

Moody's expects collateral losses to range from 0.55% to 0.65%.

Washington Mutual Bank will service the loans and Washington
Mutual Mortgage Securities Corp. will act as master as its
administrative agent with respect to the servicing of the loans.

These are the rating actions:

   * WaMu Mortgage Pass-Through Certificates Series 2006-AR19
     Trust

   * Securities: WaMu Mortgage Pass-Through Certificates, Series
     2006-AR19

                     Class 1A,    Assigned Aaa
                     Class 1A-1A, Assigned Aaa
                     Class 1A-1B, Assigned Aaa
                     Class 2A, Assigned Aaa
                     Class 2A-1B, Assigned Aaa
                     Class CA-1C, Assigned Aaa
                     Class 1-X-PPP, Assigned Aaa
                     Class 1-X2, Assigned Aaa
                     Class 2-X-PPP, Assigned Aaa
                     Class R, Assigned Aaa
                     Class B-1, Assigned Aa1
                     Class B-2, Assigned Aa1
                     Class B-3, Assigned Aa1
                     Class B-4, Assigned Aa1
                     Class B-5, Assigned Aa2
                     Class B-6, Assigned Aa3
                     Class B-7, Assigned A1
                     Class B-8, Assigned A1
                     Class B-9, Assigned A2
                     Class B-10, Assigned Baa1
                     Class B-11, Assigned Baa3
                     Class B-12, Assigned Ba2
                     Class B-13, Assigned B2

The Class B-12 and Class B-13 certificates were 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.


WERNER LADDER: Court Allows ACE Insurance Program Implementation
----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Werner Holding Co. (DE) Inc. aka
Werner Ladder Company and its debtor-affiliates to implement the
insurance program proposed by ACE American Insurance Company and
its affiliated companies.

Additionally, Judge Carey authorized ACE to use and apply all
proceeds of the collateral and payments or cancel the ACE
Policies, without further Court order.  However, ACE will comply
with all notice provisions in the ACE Insurance Program, and will
provide copies of all notices to the Official Committee of
Unsecured Creditors.

The Debtors maintain commercial general liability, automobile
liability, and workers compensation insurance coverage with
Travelers Property Casualty Co. of America.  Travelers' insurance
service to the Debtors expired on Jan. 1, 2007.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors have solicited
proposals from numerous insurers through Marsh USA Inc., to
provide casualty insurance coverage from Jan. 1, 2007, to Jan. 1,
2008.

Subsequently, the Debtors received a proposal from ACE American to
issue insurance policies for general premises liability,
automobile liability, and workers compensation as part of a
comprehensive casualty insurance program.  The proposal is subject
to the ACE policies.

Mr. Brady states that the workers compensation policies have per
accident deductible, which is lower than the Debtors' historical
coverage.  Payments made by the Debtors toward the deductible
reduce a $4,000,000 aggregate attachment after which ACE agrees
to cover the next $2,000,000 in deductible payments.

Mr. Brady says the automobile liability and the general premises
liability policies do not have a deductible.  However, he
explains, the automobile liability coverage is subject to a per
accident policy limit, and the general premises liability
coverage is subject to various aggregate policy limits, says Mr.
Brady.

                Payment and Collateral Agreement

As part of the ACE Proposal, the Debtors will make payments and
reimbursements to ACE, including:

   (a) premiums, surcharges and other fixed expenses aggregating
       $435,000, payable in advance of, and as a condition
       precedent for, inception of the ACE Policies;

   (b) premiums and surcharges billed after inception of the ACE
       Policies in accordance with the terms of any of the ACE
       Policies or any notice of election;

   (c) funding for losses ACE pays under the ACE Policies and
       expenses allocated to losses within the Debtors'
       insurance deductible; and

   (d) related claim service fees based on the actual number and
       type of claims; and

   (e) certain paid losses.

As security for the Debtors' payment obligations under the
Payment and Collateral Agreement, the Debtors will provide ACE:

   (i) a $1,490,000 letter of credit issued by a bank or other
       financial institution for ACE's benefit; and

  (ii) a $42,500 funding for a paid loss deposit fund,
       representing the estimated paid losses and related
       expenses within the Debtors' insurance deductible
       during a 75-day period.

ACE may adjust the L/C and the Paid Loss Deposit Fund amounts up
or down based on the Debtors' obligations and estimated payouts
under the ACE Policies.  ACE will also have an administrative
expense claim for all payment and reimbursement obligations under
the ACE Insurance Program.

The Debtors will issue the L/C in accordance with the Court-
approved terms of a Superpriority Debtor-In-Possession Credit and
Guaranty Agreement, dated June 14, 2006.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The firm of Willkie Farr & Gallagher LLP serves as
the Debtors' counsel.  Kara Hammond Coyle, Esq., Matthew Barry
Lunn, Esq., and Robert S. Brady, Esq., Young, Conaway, Stargatt &
Taylor, LLP, represents the Debtors as its co-counsel.  The
Debtors have retained Rothschild Inc. as their financial advisor.  
Greenberg Traurig LLP is counsel to the Official Committee of
Unsecured Creditors.  Jefferies & Co serves as the Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  The
Debtors's exclusive period to file a plan expires on Jan. 15,
2007.  (Werner Ladder Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


WERNER LADDER: Can Assume 17 Warehouse Leases Effective January 3
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Werner
Holding Co. (DE) Inc. aka Werner Ladder Company and its debtor-
affiliates authority to assume these non-residential real property
leases effective as of Jan. 3, 2007:

Location of Premises   Landlord        Monthly Rent  Cure Amount
--------------------   --------        ------------  -----------
2990 Niagara Lane      AMN Property,       $8,711           $0
Plymouth, Minnesota    L.P.

Commerce Center 1      Brookhollow          4,275            0
Dallas, Texas          Commerce Center

3365 Rauch Street      First Industrial     7,204        8,086
Houston, Texas         Texas, L.P.

Alameda Ave., Suite C  F-Star Socorro      74,729            0
Socorro, Texas         

300 Gap Way            Corporate Property  86,368            0
Erlanger, Kentucky

Cheli Distribution     Cheli Distribution  21,116          557
Bell, California       Center, Inc.

The Court directed the Debtors to pay the cure amounts until
tomorrow, Jan. 10, 2007.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors operate a
complex and integrated network for distribution of their
products.  Specifically, the Debtors currently operate
manufacturing facilities in Chicago, Illinois; Merced,
California; and Juarez, Mexico.  The Debtors also import
manufactured products from Asia primarily through a port located
in Long Beach, California.

Mr. Brady states that the Debtors ship their products from the
Plants and the Port to one of their four distribution centers,
wherein the products are either:

   (i) shipped directly to customers who generally purchase
       products in sufficient quantities for truckload
       shipments; or

  (ii) shipped to one of 20 regional warehouses throughout the
       United States for subsequent sale to customers purchasing
       products in smaller quantities.

In addition, certain customers pick up their products from either
the Distribution Centers or the warehouses, Mr. Brady notes.  The
Debtors operate eight of the regional warehouses, while non-
debtor third parties operate the remaining 12 warehouses.

Mr. Brady tells the Court that the total costs for operating the
Distribution Network, including freight costs for shipping the
Debtors' products to customers using third party carriers, exceed
$50,000,000 per year.

The Debtors have reviewed their operations to identify additional
ways to streamline their business operations, eliminate
unprofitable operations, and increase the profitability of their
overall businesses.  In this regard, the Debtors have conducted
an extensive analysis of the Distribution Network to determine if
there are any cost-saving opportunities that would still permit
them to maintain the Distribution Network's overall efficiency.

To address the issue of whether certain Warehouses should be
closed down or consolidated with other properties in the
Distribution Network, the Debtors examined, among other things:

   (a) the sales volume and net profitability of each Warehouse;

   (b) the underlying customer profitability for each Warehouse;

   (c) the potential effect of closing the Warehouses on
       customer relationships; and

   (d) the feasibility of shifting certain of the Debtors
       Warehouses to Third Party Warehouses.

In addition, the Debtors evaluated the efficiencies and net
profitability of the Distribution Centers and their sales
offices.

Currently, Mr. Brady notes, the Debtors are party to 19 non-
residential real property leases, including those associated
with:

   * the Merced Plant;

   * three of the four Distribution Centers;

   * eight Debtors Warehouses plus two Warehouses that are
     subleased by the Debtors to sales representatives to be
     operated as Third Party Warehouses; and

   * the Debtors' corporate headquarters and their sales
     offices.

After conducting their Distribution Network analysis, the Debtors
determined that majority of their non-residential real property
leases are vital to the Distribution Network, and thus, must be
assumed to preserve the Distribution Network's overall
profitability.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The firm of Willkie Farr & Gallagher LLP serves as
the Debtors' counsel.  Kara Hammond Coyle, Esq., Matthew Barry
Lunn, Esq., and Robert S. Brady, Esq., Young, Conaway, Stargatt &
Taylor, LLP, represents the Debtors as its co-counsel.  The
Debtors have retained Rothschild Inc. as their financial advisor.  
Greenberg Traurig LLP is counsel to the Official Committee of
Unsecured Creditors.  Jefferies & Co serves as the Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  The
Debtors's exclusive period to file a plan expires on Jan. 15,
2007.  (Werner Ladder Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


WYTHE II: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: Wythe II Corporation
        dba Brittany Place Apartments
        2423 Nederland Avenue
        Nederland, TX 77627

Bankruptcy Case No.: 06-10588

Chapter 11 Petition Date: December 29, 2006

Court: Eastern District of Texas (Beaumont)

Judge: Bill Parker

Debtor's Counsel: Tagnia M. Fontana, Esq.
                  Maida Law Firm P.C.
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
City of Port Arthur              Default Judgment         $80,844
P.O. Box 1089
Port Arthur, TX 77641-1089


ZEYDOUNI INVESTMENT: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Zeydouni Investment, LLC
        5901 Belair Road
        Baltimore, MD 21206

Bankruptcy Case No.: 07-10235

Chapter 11 Petition Date: January 8, 2007

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Justin M. Reiner, Esq.
                  Pels, Anderson and Lee, LLC
                  4833 Rugby Avenue, 4th Floor
                  Bethesda, MD 20814
                  Tel: (301) 986-5570
                  Fax: (301) 986-5571

Total Assets:   $900,000

Total Debts:  $1,313,560

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bassam A. Mekari                 Loan                  $400,000
18421 Lake Iris Avenue
Baton Rouge, LA 70817

Nachiappan Periyanan             Promissory Note       $256,000
11781 Hollyview Drive
Great Falls, VA 22066

Ocean Petroleum LLC              Gas Supplied           $62,071
7167 Worcester Highway
Newark, MD 21841

George Falter, Co.               Supplies               $10,000

Shutronix, LLC                   Security Services       $5,000

Director of Finance-Baltimore    Property Taxes            $328

Bureau of Treasury Management    Property Taxes            $162


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

January 19-21, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Corporate Restructuring Competition
         Kellogg School of Management, Chicago, IL
            Contact: http://www.abiworld.org/

January 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2007 Outlook on Healthcare Restructuring
         Center Club, Baltmore, MD
            Contact: http://www.turnaround.org/

January 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2007 Kick-Off Party
         Oak Hill Country Club, Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org/

January 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

January 30-31, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Korea Securitisation and Structured Credit Summit
         JW Marriott Hotel, Seoul, South Korea
            Contact: http://www.euromoneyplc.com/

January 31 to February 1, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia M&A Forum
         Island Shangi-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800 or http://www.abiworld.org/

February 5, 2007
   STRATEGIC RESEARCH INSTITUTE
      3rd Annual Tranche B & 2nd Lien Financing Summit
         Scottsdale, AZ
            Contact: http://www.euromoneyplc.com/

February 8-9, 2007
   EUROMONEY CONFERENCES
      2nd Philippine Investment Conference
         Cebu Convention Center, Cebu, Philippines
            Contact: http://www.euromoneyplc.com/

February 8-9, 2007
   EUROMONEY
      Leverage Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

February 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wharton Restructuring Conference
         The Wharton School
            Philadelphia, PA
               Contact: http://www.turnaround.org/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
         Perceptions & Realities
            Marriott Hotel, Islamabad, Pakistan
               Contact: http://www.euromoneyplc.com/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Devil Rays Turnaround
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

February 27-28, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      5th Annual Corporate Restructuring Summit
         Sheraton Park Lane Hotel, London, UK
            Contact: http://www.euromoneyplc.com/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 18-21, 2007
   INSOL
      Annual Europe, Africa & Middle East Conference
         Cape Town, South Africa
            Contact: http://www.insol.org/CapeTown07/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 22-23, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Euromoney Indonesian Financial Markets Congress
         Bali, Indonesia
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa, Atlantic City, NJ
            Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

TBA 2008
   INSOL
      Annual Pan Pacific Rim Conference
         Shanghai, China
            Contact: http://www.insol.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;           
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;  
         http://www.beardaudioconferences.com/

    BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price        
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, 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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