TCR_Public/070115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 15, 2007, Vol. 11, No. 12

                             Headlines

ADELPHIA COMMS: Effective Date of Plan Extended Until Friday
ADVANCED MEDICAL: Buying IntraLase for $808 Million in Cash
ADVANCED MARKETING: Wants to Pay $12 Million PGW Publisher Claims
ADVANCED MICRO: Shares Drop 10% as Lower Prices Cut Profit
ALLIANCE ATLANTIS: Inks CDN$2.3 Billion Deal with CanWest

ALLIANCE ATLANTIS: Moody's Changes Direction of Ratings Review
ALLIED HOLDINGS: Has Until March 31 to Decide on Leases
AMERICAN ACHIEVEMENT: Posts $5.8 M Loss in Quarter Ended Nov. 25
AMERICAN CAMSHAFT: Files Schedules of Assets and Liabilities
AMERICAN CAMSHAFT: Hires Carson Fischer as Bankruptcy Counsel

AMERICAN REAL: Good Market Conditions Cue Debt Offering Increase
AMERICAN REAL: Debt Issuance Prompts S&P to Affirm BB+ Rating
AMERICAN ROCK: Mild Weather Prompts S&P's Negative CreditWatch
AMR CORP: 4.5% Senior Notes Become Convertible to Common Stock
ARAMARK CORP: Fitch to Downgrade Issuer Default Rating to B

ASARCO LLC: Court Extends Plan Filing Period to April 6
ASARCO LLC: Has Until May 16 to Decide on Unexpired Leases
AXS-ONE INC: AMEX Reviewing Plan of Compliance
BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
BENJAMIN CASTON: Voluntary Chapter 11 Case Summary

BOMBARDIER INC: To Lay Off 170 Business-Jet Jobs in Montreal
BOWNE & CO: Board Appoints Marcia Hooper as Director
CABLEVISION SYSTEMS: Dolans Raises Private Offer to $30 Per Share
CALPINE CORP: Can Transfer Siemens Deal to Greenfield Partnership
CANWEST GLOBAL: Buying Alliance Atlantis for CDN$2.3 Billion

CANWEST MEDIAWORKS: Moody's Says Direction of Review is Uncertain
CAROLINA COUNTRY: Case Summary & 20 Largest Unsecured Creditors
CASE FINANCIAL: Chang G. Park CPA Raises Going Concern Doubt
CATHOLIC CHURCH: Fund Share and Property Sale Under Spokane Plan
CHEF UNO: Voluntary Chapter 11 Case Summary

CHENIERE ENERGY: Subsidiary to Launch Underwritten IPO
CLEAR CHOICE: Is Insolvent and in Default of Credit Obligations
CLIFTON STREET: Fitch Rates EUR12 Million Class H Notes at BB+
CNET NETWORKS: Expects to File Delinquent Reports on January 29
COLLINS & AIKMAN: Court Approves IHDG Litigation Trust Accord

COLLINS & AIKMAN: Wants Hayashi Recoupment Claims Pact Approved
CORUS HARDWARE: Case Summary & 20 Largest Unsecured Creditors
CROWN CASTLE: Unit Inks New $250 Million Revolving Credit Facility
CROWN CASTLE: Stockholders Approve Global Signal Merger
DANA CORP: Court Approves Assumption of 11 Real Property Leases

DANA CORP: Moody's Puts Low-B Ratings on Amended DIP Financing
DANA CORP: S&P Rates $1.55 Billion DIP Facilities at BB-
DELPHI CORPORATION: Former Employees Can Seek Fee Advancement
DELTA AIR: Want Huron to Provide Valuation Services
DELTA AIR: Wants Court Approval on Bombardier Letter Agreement

D & M LAND: Case Summary & 13 Largest Unsecured Creditors
DURA AUTOMOTIVE: U.S. Trustee Objects to Miller Buckfire Retention
DURA AUTOMOTIVE: Discloses David L. Harbert's Terms of Employment
EASTMAN KODAK: Onex Deal Prompts Moody's to Continue Review
EASTMAN KODAK: Onex Deal Prompts S&P's Negative CreditWatch

EATON VANCE: Fitch Holds BB Rating on $14 Million Class D Notes
ECV DEVELOPMENT: Voluntary Chapter 11 Case Summary
ENESCO GROUP: Selling Assets to Tinicum Affiliate Under Chapter 11
ENESCO GROUP: Case Summary & 30 Largest Unsecured Creditors
FORD MOTOR: Closing Plants and Cutting Jobs Ahead of Schedule

FRIENDLY ICE: Appoints George Condos as President and CEO
GATEWAY ACCESS: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Outlines Priorities for 2007 and Increases CapEx
GRANITE BROADCASTING: Moody's to Withdraw Ratings
GREEN VALLEY: Moody's Junks Rating on $300 Mil. 2nd Lien Facility

GREEN VALLEY: S&P Junks Rating on Proposed $300 Mil. Senior Loan
GREENWICH CAPITAL: Fitch Ups Rating on $4.4 Million Certs. to B
GUARANTY NATIONAL: Merger Prompts A.M. Best to Withdraw C++ Rating
HAROLD OSTENSON: Case Summary & 11 Largest Unsecured Creditors
HUNTSMAN CORP: S&P Holds BB- Rating and Removes Positive Watch

IMMUNE RESPONSE: Receives $900,000 Payment from NovaRx
JACK IN THE BOX: Inks New $625 Million Credit Agreement
JACUZZI BRANDS: Extends Solicitation Deadline Until February 6
JAMES MCCLAIN: Case Summary & 11 Largest Unsecured Creditors
KL GROUP: Three Hedge Fund Principals Indicted in S.D. Florida

KNOLOGY INC: Inks Agreement to Acquire PrairieWave for $255 Mil.
LB COMMERCIAL: Fitch Affirms Low-B Ratings on $60.5 Mil. Certs.
LENOX GROUP: S&P Downgrades Ratings and Removes Negative Watch
LEVEL 3: Lenders Agree to $490 Million Debt-for-Equity Swap
MARCAL PAPER: Hires Windels Marx as Special Regulatory Counsel

MARCAL PAPER: Court Approves Getzler Henrich as Consultant
MEDICAL STAFFING: Case Summary & 46 Largest Unsecured Creditors
MEDICAL TECH: Posts $310,501 Net Loss in Quarter Ended Sept. 30
MERRILL LYNCH: Moody's Holds Rating on $1.015 Mil. Certs. at B3
MORGAN STANLEY: Fitch Holds B- Rating on $1.8 Mil. Class N Certs.

MOSAIC CO: Expects to File Delinquent Form 10-Q by End of January
NAVISTAR INTERNATIONAL: Receives $1.3 Billion Loan Commitment
NEWPAGE CORP: Negotiates Senior Secured Credit Facilities Pricing
NORTHWEST AIRLINES: Files Plan of Reorganization in New York
NORTHWEST AIRLINES: S&P Says Plan Filing Won't Affect Ratings

NOVELL INC: Asserts Inevitable Bankruptcy of SCO Group
NYU HOSPITALS: Moody's Rates Upcoming $170 Million Bonds at Ba2
OWENS CORNING: MACtac Wants $271,066 Administrative Claims Paid
PERFORMANCE TRANSPORTATION: Can Expand FTI's Advisory Services
PERKINELMER INC: Completes Euroscreen and Evotec Acquisitions

PILGRIM'S PRIDE: Names Wayne Lord as VP of Governmental Affairs
POWERCOLD CORP: Williams & Webster Resigns as Auditor
REFCO INC: RCM Trustee Withdraws Objection to PlusFunds' Claims
REFCO INC: Wants West Loop's Claims Reduced
RIGEL CORP: Chapter 7 Trustee Hires KPMG LLP as Tax Accountants

RITE AID: Earns $1.1 Million in Third Quarter Ended Dec. 2
ROBERT HEMMER: Case Summary & 20 Largest Unsecured Creditors
RODNEY SUMLER: Case Summary & 15 Largest Unsecured Creditors
ROYAL CARIBBEAN: Moody's Rates New Euro Senior Notes at Ba1
ROYAL & SUNALLIANCE: Pending Sale Cues A.M. Best to Review Ratings

SCO GROUP: Denies Looming Bankruptcy Rumors from Novell
SECOND STREET: Voluntary Chapter 11 Case Summary
SHAW COMMS: Earns $81.1 Million in First Quarter Ended Nov. 30
SHREWSBURY STREET: Voluntary Chapter 11 Case Summary
SIX FLAGS: S&P Holds Negative Watch Despite Sale of Seven Parks

SKYEPHARMA PLC: Lehman Europe Share Ownership Totals 10.12%
SNOQUALMIE ENTERTAINMENT: S&P Rates Proposed $320 Mil. Notes at B
SOVRAN SELF: Earns $9.5 Million in Third Quarter Ended Sept. 30
STALLION OILFIELD: S&P Rates $300 Million Senior Notes at B-
STRATUS SERVICES: Gruber & Company LLC Raises Going Concern Doubt

STRUCTURED ASSET: Losses Prompts S&P's Negative CreditWatch
STRUCTURED ASSET: S&P Junks Rating on Series 2005-S5 Debt
SWEETMAN RENTAL: Case Summary & 20 Largest Unsecured Creditors
TERAYON COMM: Posts $3.1 Million Loss in Quarter Ended Sept. 30
TERRA CAPITAL: Launches Cash Offering on Senior Secured Notes

TITANIUM METALS: Dr. Charles Entrekin Rejoins as President and COO
TRANSDIGM GROUP: Buying Aviation Tech. for $430 Million in Cash
TRANSDIGM INC: Fitch Puts Subor. Notes' B- Rating on Neg. Watch
TRANSDIGM INC: S&P Affirms B+ Corporate Credit Rating
UNITED SURGICAL: Merging with UNCN in $1.8 Billion Deal

USG CORP: Four Bankruptcy Professionals Want $2.5 Mil. Fees Paid
WACHOVIA BANK: Fitch Ups Rating on $6.7 Mil. Class M Certs. to BB
W.R. GRACE: Court Okays $13 Million Settlement Pact with IRS

* BOND PRICING: For the week of January 8 - January 12, 2006

                             *********

ADELPHIA COMMS: Effective Date of Plan Extended Until Friday
------------------------------------------------------------
Adelphia Communications Corporation has been informed by the
Official Committee of Unsecured Creditors that the Settlement
Parties have extended the deadline for the Effective Date
contained in Section 12.2(c) of the First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization from Jan. 12, 2007 to
Jan. 19, 2007.

As reported in the Troubled Company Reporter on Jan 9, 2007
the Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York confirmed the first modified
fifth amended joint Chapter 11 plan of reorganization of Adelphia
Communications Corporation and Certain Affiliated Debtors.

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

The occurrence of the Effective Date of the Plan is subject to
conditions, many of which are outside the control of Adelphia.  
There can be no assurance whether or when the Effective Date will
occur.

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

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


ADVANCED MEDICAL: Buying IntraLase for $808 Million in Cash
-----------------------------------------------------------
Advanced Medical Optics, Inc., and IntraLase Corp. have entered
into a definitive agreement for AMO to acquire IntraLase for
approximately $808 million in cash.

Under terms of the agreement, approved by the boards of directors
of both companies, following the receipt of fairness opinions from
their respective financial advisors, AMO will pay $25 in cash per
share of IntraLase stock and the individually determined cash
value per share of outstanding stock options.  AMO has arranged
committed financing from a consortium of banks to complete the
transaction.  AMO expects the transaction to be completed early in
the second quarter of 2007.  The transaction is subject to
IntraLase stockholder approval as well as regulatory approvals and
other customary closing conditions.

"This acquisition offers significant strategic value by further
establishing AMO as the global refractive technology leader,
positioning us with a broad range of technologies and expertise to
serve the needs of comprehensive refractive practices," said AMO
Chairman, President and CEO Jim Mazzo.  "We believe the
transaction benefits eye care practitioners and their patients by
bringing together state-of-the-art technologies to define a new
standard of care in laser vision correction.  Additionally, we
believe the transaction is financially attractive and will create
significant operating leverage and growth opportunities, as well
as stockholder value."

"Besides the value that we believe will be created for both
companies' stockholders, we think this transaction provides truly
unique opportunities," commented IntraLase President and CEO
Robert J. Palmisano.  "There will now be the ability to advance
our femtosecond laser technology in a coordinated way, both
developmentally and commercially, with the world's leading excimer
laser technology.  Also, this combination provides the opportunity
for further innovation and beneficial refinement of LASIK
procedures that can and should grow the overall LASIK market."  
Mr. Palmisano concluded, "I am confident that this combination
will provide for better surgical procedures for patients, happier
customers and future opportunities for employees."

AMO expects the transaction to be dilutive to 2007 adjusted
earnings per share and slightly accretive to 2008 adjusted EPS.  
As a result of this transaction, AMO expects amortization to
increase by approximately $30 million on an annualized basis,
which would bring the company's total annual amortization to
approximately $70 million or about $0.70 per share on an after-tax
basis.

UBS Investment Bank is acting as lead financial advisor and
Goldman Sachs is acting as co-financial advisor to AMO.  UBS
Investment Bank is acting as lead arranger of a $900 million
acquisition facility for AMO.  Bank of America and Goldman Sachs
are acting as joint-arrangers of the acquisition facility.  Bank
of America is acting as lead financial advisor and JPMorgan is
acting as co-financial advisor to IntraLase.  Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal advisor to AMO.
Stradling Yocca Carlson & Rauth is acting as legal advisor to
IntraLase.

                         About IntraLase

Headquartered in Irvine, California, IntraLase Corp. --
http://www.intralase.com/-- designs, develops, and manufactures  
an ultra-fast laser that is revolutionizing refractive and corneal
surgery by creating safe and more precise corneal incisions.
IntraLase is presently in the process of commercializing
applications of its technology in the treatment of corneal
diseases that require corneal transplant surgery.  The company's
proprietary laser and disposable patient interfaces are presently
marketed throughout the United States and 33 other countries.

                      About Advanced Medical

Based in Santa Ana, California, Advanced Medical Optics, Inc.
(NYSE: EYE) -- http://www.amo-inc.com/-- develops, manufactures  
and markets ophthalmic surgical and contact lens care products.
AMO employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries
including Puerto Rico and Brazil.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Moody's Investors Service placed the ratings of Advanced Medical
Optics Inc. on review for possible downgrade after the company's
disclosure that it has entered into a definitive agreement to
acquire IntraLase.  The proposed transaction is outside of Moody's
expectations that was outlined in its last rating action in June
2006.

As reported in the Troubled Company Reporter on Jan. 10, 2007,
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.


ADVANCED MARKETING: Wants to Pay $12 Million PGW Publisher Claims
-----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay, in the ordinary course of business, up to
$12,000,000 in prepetition claims of publishers who supply goods
and credit critical to the continued operation of Publishers Group
West, Incorporated's business.

The Debtors want to make the payments to minimize disruption and
possible "domino effect" of further insolvencies that could be
caused if PGW immediately ceased all payments with respect to the
PGW Publisher Claims.

The Debtors estimate that PGW owed approximately $36,009,556 to
PGW Publishers as of December 31, 2006.  Unlike majority of
Advanced Marketing Services, Inc.'s publisher creditors, PGW's
publisher clients are smaller, independent producers.

The Debtors relate that the Distribution Agreements with the PGW
Publishers are not "consignments" governed by Article 9 of the
Uniform Commercial Code, but rather are true bailments governed
by common law.

The Debtors tell the Court that they will seek the most
advantageous of credit terms possible from each PGW Publisher as
a condition of making the payments.  At minimum, the Debtors will
seek trade credit for postpetition transactions for PGW, on not
less than 30-day terms, for new postpetition purchases at least
equal to the amount of the PGW Publisher Claims paid.

The Debtors also propose that payments made be credited against
the ultimate distributions that would otherwise be paid to the
PGW Publisher in order of priority -- that is, first, against any
allowed administrative claim under Section 503(b)(1) of the
Bankruptcy Code; second, against any allowed administrative
claims under Section 503(b)(9); and, against any allowed general
unsecured claims.

If a PGW Publisher refuses to sell books to the Debtors on terms
agreed by the parties following payment of any portion of its PGW
Publisher Claim, or fails to comply with any trade agreement, the
Debtors will seek authority to:

   -- declare that the parties' trade agreement is terminated;

   -- declare that any payments made on account of the PGW
      Publisher Claims be deemed to have been in payment of then
      -outstanding postpetition claims of that PGW Publisher,
      without further Court order; and

   -- recover any payment made to the PGW Publisher, without
      giving effect to any rights of set-off, claims, provision
      for payment of reclamation or trust fund claims, or other
      defense.

PGW acts as a warehouser, marketer, and distributor of books for
the PGW Publishers pursuant to a series of written marketing and
distribution agreements.  Upon receipt of an order for certain
titles, PGW purchases the books from the PGW Publishers on credit
terms and sells them to the third party retailers.

PGW is under no obligation to purchase the books held in its
warehouses if it receives no orders for those books from third
party retailers.  For a fee, PGW returns to the PGW Publisher or
destroys any books that have become old or unmarketable.

A substantial number of PGW Publishers provide PGW with
significant trade credit -- up to 90 days between the time PGW
purchases the products for further sale, and the time PGW is
required to pay the PGW Publishers for the purchase.

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


ADVANCED MICRO: Shares Drop 10% as Lower Prices Cut Profit
----------------------------------------------------------
Advanced Micro Devices Inc.'s shares dropped nearly 10% Friday
after the company warned of substantially lower profits caused by
a price war with its bigger rival Intel Corp., Chris Nuttall
writes for the Financial Times.

AMD disclosed expects revenue, excluding ATI-related segments, for
the fourth quarter ended Dec. 31, 2006, to increase approximately
three percent from the $1.33 billion reported in the third quarter
of 2006.  Fourth quarter operating income, excluding ATI-related
segments and acquisition-related charges, is expected to be
positive but substantially lower than in the third quarter.  The
company said that its fourth quarter gross margin and operating
income were impacted by "significantly lower microprocessor
average selling prices, which largely offset a significant
increase in unit sales."

FT reports that AMD's total expected sales of $1.72 billion for
the fourth quarter, including expected revenue of $350 million
from the purchase of ATI Technologies, is below analyst
expectations of $1.85 billion for the fourth quarter.  Bank of
America semiconductor analyst Sumit Dhanda expressed the figures
as a big miss.

Joe Osha, an analyst at Merrill Lynch, warned that AMD might lose
money in the first half of 2007 citing competition from rival
Intel, slower discovery in its ATI's graphics card business and
the need to raise capacity.

AMD will report fourth quarter 2006 consolidated results after
market close on January 23, 2007.

                           About AMD

Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:
AMD) -- http://www.amd.com/-- designs and produces innovative   
microprocessor and graphics and media solutions for the computer,
communications, and consumer electronics industries.  The company
has corporate locations in Sunnyvale, California, Austin, Texas,
and Markham, Ontario, and global operations and manufacturing
facilities in the United States, Europe, Japan, and Asia.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its Ba3 corporate family rating
on Advanced Micro Devices, Inc.

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AMD.  The rating agency also assigned its 'BB-'
bank loan rating, one notch above the corporate credit rating, and
a '1' recovery rating to the company's proposed $2.5 billion
senior secured term loan, to be used as partial funding of the
acquisition.  S&P further raised its rating on the company's
$600 million ($390 million outstanding) senior notes to 'B+' from  
'B'.


ALLIANCE ATLANTIS: Inks CDN$2.3 Billion Deal with CanWest
---------------------------------------------------------
CanWest Global Communications Corp. and GS Capital Partners, a
private equity affiliate of Goldman, Sachs & Co., reported that a
new acquisition company has entered into a definitive agreement
with Alliance Atlantis Communications Inc. to acquire all of
Alliance's outstanding Class A voting and Class B non-voting
shares at a purchase price of CDN$53 per share in cash for an
aggregate price of approximately CDN$2.3 billion.

"[Wednes]day's transaction is consistent with CanWest's strategy
to enhance its existing television business and expand its
presence in the fast growing specialty television sector," said
Leonard Asper, President & CEO of CanWest.  "The combined
expertise of CanWest and Alliance Atlantis will enable us to
produce even better Canadian content, promote it more effectively,
and provide greater access to more viewers across more platforms.
We are thrilled to be working with Goldman Sachs to effect this
strategic transaction."

"I believe this transaction represents great value for our
shareholders," said Michael MacMillan, Executive Chairman of
Alliance Atlantis.  "The combination of CanWest's conventional and
specialty television businesses and Alliance Atlantis' 13
specialty television channels creates an excellent foundation for
future growth in both businesses."

The acquisition of Alliance Atlantis is to be carried out by way
of a statutory Plan of Arrangement.  The newly formed acquisition
company is an indirect wholly owned subsidiary of CanWest.  The
Arrangement requires a vote by Alliance Atlantis' Class A voting
and Class B non-voting shareholders at a meeting of shareholders,
which is currently expected to be held in the spring of 2007.

Shareholders representing approximately 80% of the Class A voting
shares, have agreed to vote their shares of Alliance Atlantis in
favor of the shareholders' resolution approving the Arrangement.  
The Arrangement is also subject to court approval as well as
certain other customary conditions, including the receipt of
regulatory approvals.  Pending approval from the Canadian Radio-
television and Telecommunications Commission for the change of
ownership and transfer of control of the specialty television
channels, the securities of the relevant regulated entities will
be deposited with a trustee pursuant to a voting trust agreement
approved by the CRTC.

A special committee of the Board of Directors of Alliance
Atlantis, comprised of Robert Steacy (Chair), Barry Reiter and
Anthony Griffiths, has reviewed the Plan of Arrangement in
consultation with its legal and financial advisors.  The Special
Committee unanimously recommends the Plan of Arrangement to the
company's Board of Directors, and the Board of Directors
unanimously recommends (with one director recusing himself due to
conflict) that shareholders vote in favor of the Arrangement.

RBC Capital Markets has provided an opinion to the Board of
Directors indicating that, as of the date of such opinion, the
consideration under the Plan of Arrangement is fair from a
financial point of view to the shareholders.

A CanWest-controlled company will be the controlling shareholder
of Alliance Atlantis following the closing of the transaction
(expected to occur by summer 2007).  It is intended that a
reorganization of Alliance Atlantis will take place to separate
the businesses of the Company:

       -- upon receipt of CRTC approval, Alliance Atlantis'
          specialty television business and CanWest's Canadian
          television business will be managed on an integrated
          basis by CanWest and ultimately combined;

       -- it is intended that Alliance Atlantis' Motion Picture
          Distribution business will be controlled by a Canadian
          partner of GS Capital Partners; and

       -- it is intended that GS Capital Partners will own 100% of
          Alliance Atlantis' financial interest in the highly
          successful CSI franchise.  As part of this new
          relationship with Goldman Sachs, CBS will assume
          international distribution of CSI, CSI: Miami and CSI:
          NY.

The formal combination of the broadcast businesses will occur
sometime in 2011.  The equity of each of CanWest and GS Capital
Partners in the combined entity will be determined by the EBITDA
of the combined operation at that time.  There are a variety of
customary liquidity mechanisms that will be available to the
parties following the combination.  "We are looking forward to
this relationship with CanWest to support the expansion of its
television business and to facilitate the combination of two great
Canadian media companies," said Gerry Cardinale, a Managing
Director of GS Capital Partners.

CanWest was advised by Genuity Capital Markets and GS Capital
Partners was advised by Goldman, Sachs & Co. Alliance Atlantis was
advised by RBC Capital Markets.

                          About CanWest

CanWest Global Communications Corp. --
http://www.canwestglobal.com/-- is Canada's largest media  
company.  CanWest is Canada's largest publisher of daily
newspapers and also owns, operates or holds substantial interests
in conventional television, out-of-home advertising, specialty
cable channels, web sites and radio stations and networks in
Canada, New Zealand, Australia, Turkey, Singapore, Indonesia,
Malaysia, the United Kingdom and the United States.

                      About Alliance Atlantis

Headquartered in Toronto, Canada, Alliance Atlantis
Communications Inc. -- http://www.allianceatlantis.com/-- is a  
specialty channel broadcaster with a 50% ownership interest in
the CSI TV franchise.  The company has worldwide offices in the
United Kingdom, Spain and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Standard & Poor's Ratings Services reported that the ratings on
Alliance Atlantis Communications Inc., including the 'BB' long-
term corporate credit rating, remain on CreditWatch.  The
implications, however, have been revised to negative from
developing.  The ratings were first placed on CreditWatch with
developing implications Dec. 20, 2006, after Alliance Atlantis'
disclosure that it is exploring strategic alternatives, namely the
possible sale of the entire company.


ALLIANCE ATLANTIS: Moody's Changes Direction of Ratings Review
--------------------------------------------------------------
Moody's Investors Service placed all long term ratings of CanWest
MediaWorks Inc. under review direction uncertain and changed the
direction of its current ratings review of Alliance Atlantis
Communications Inc. to down from up.

The rating actions follow the announcement made jointly by the
companies that CanWest's parent, CanWest Global Communications
Corp. and Goldman Sachs Capital Partners have reached an agreement
to acquire AACI in a transaction valued at roughly $2.6 billion.  
The transaction will initially see CanWest contribute cash of
$132 million into a new entity to own a 17% equity interest in
AACI 's specialty broadcasting channels.

CanWest will also have the option to contribute an additional
$70 million to increase its equity interest.  There will be future
mechanisms for CanWest to increase its stake in the specialty
channels beginning in 2011 when CanWest will contribute its
Canadian broadcasting assets to newco in exchange for an increased
ownership of that entity, which the company currently believes may
then approximate 50%.  CanWest will not have any interest in
either the CSI TV franchise or Movie Distribution business
currently owned by AACI.  The transaction remains subject to
shareholder approval and regulatory rulings.  It is expected to
close in the summer of 2007.

While CanWest's initial cash investment is relatively small,
Moody's is concerned that the transaction may eventually increase
CanWest's leverage to levels above previous expectations.  On the
other hand, CanWest continues to review the strategic alternatives
for its assets in the South Pacific, which Moody's believes could
be sold for significant value and used to reduce leverage.  The
ratings review for CanWest will focus on the likelihood that the
AACI transaction will be completed, the potential for some or all
of its assets in the South Pacific to be sold, as well as the
expected change to CanWest's overall capital structure, cash flows
and strategic direction that may result.

The direction of the review of AACI's rating was changed to down
as it appears likely that AACI will be acquired by a more highly
levered entity, superseding the previous review for possible
upgrade, which was largely based on AACI's strengthening
fundamentals.  The review of AACI's ratings will focus on the
potential for the transaction to be completed, or alternatives
AACI may pursue in the event it is not acquired as is now
currently expected.  Moody's noted that should the acquisition of
AACI by CanWest and GSCP be completed as announced, AACI's rated
debt will likely be repaid pursuant to a Change of Control clause
in its bank agreement and its debt ratings withdrawn.


CanWest ratings placed under review direction uncertain:

Corporate Family Rating, Ba3

Probability-of-Default rating, Ba3

Senior Subordinate rating, B2

Loss-Given-Default rating for Senior Subordinate debt, LGD5 (87%)


AACI ratings placed under review down:

Corporate Family Rating, Ba2

Probability-of-Default rating, Ba3

Senior Secured rating, Ba1

Loss-Given-Default rating for Senior Secured debt, LGD2 (26%)

CanWest MediaWorks Inc. is a communications holding company based
in Winnipeg, Manitoba Canada, with interests in TV, radio and
publishing operations in Canada, Australia, New Zealand, and other
international locations.

Alliance Atlantis Communications Inc., headquartered in Toronto,
Canada, is specialty channel broadcaster with a 50% ownership
interest in the CSI TV franchise.


ALLIED HOLDINGS: Has Until March 31 to Decide on Leases
-------------------------------------------------------
The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia granted Allied Holdings Inc. and
its debtor-affiliates a 98-day extension of their deadline to
assume, assume and assign or reject all non-residential real
property leases through and including March 31, 2007.

As reported in the Troubled Company Reporter on Dec. 5, 2006, the
Debtors told the Court that they continue to be lessees to 51 non-
residential real property leases.  The Debtors reasoned that they
need additional time to continue paying all postpetition lease
obligations under the Leases, and to determine whether the Leases
should be assumed or rejected.

A list of the 51 Leases is available for free at:

              http://researcharchives.com/t/s?164a

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMERICAN ACHIEVEMENT: Posts $5.8 M Loss in Quarter Ended Nov. 25
----------------------------------------------------------------
American Achievement Corp. reported a $5.8 million net loss on
$52.8 million of sales for the first quarter ended Nov. 25, 2006,  
compared with a $3.7 million net loss on $58.4 million of sales
for the same period ended Nov. 26, 2005.

The increase in net loss is primarily due to the
decrease in net sales attributable to decreases in yearbook,
graduation products and achievement publications sales, partly
offset by the increase in class rings sales and in affinity
jewelry sales.

At Nov. 25, 2006, the company's balance sheet showed
$502.5 million in total assets and $374.8 million in total
liabilities, resulting in a $127.7 million total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the first quarter ended Nov. 25, 2006, are
available for free at http://researcharchives.com/t/s?1861

                  Liquidity and Capital Resources

Operating activities provided $6.4 million of cash for the quarter  
ended Nov. 25, 2006, compared to cash provided of $3 million for
the quarter ended Nov. 26, 2005.  The $3.4 million increase in
cash provided by operating activities was mainly attributable to
lower working capital requirements.

Capital expenditures for the quarter ended Nov. 25, 2006, were
$2.3 million compared to capital expenditures of $2.7 million for
the quarter ended Nov. 26, 2005.

Financing activities used cash of $5.1 million for the quarter
ended Nov. 25, 2006, compared to cash provided of $3.8 million for
the quarter ended Nov. 26, 2005.  During the quarter ended Nov.
25, 2006, the company paid down $3.2 million of the revolver of
the Senior Credit Facility.

                     About American Achievement

Austin, Texas-based American Achievement Corporation
-- http://www.cbi-rings.com/-- is an indirect wholly owned   
operating subsidiary of AAC Group Holding Corp.  American
Achievement provides products associated with graduation and
important event commemoration, including class rings, yearbooks,
graduation products, achievement publications and affinity jewelry
through in-school and retail distribution.  American Achievement's  
brands include: Balfour and ArtCarved, providers of class rings
and graduation products; Educational Communications, Inc.,
publisher of Who's Who Among American High School Students(R);
Keepsake Fine Jewelry; and Taylor Publishing, publisher of
yearbooks.  AAC has 1,840 employees and is majority-owned by
Fenway Partners Capital Fund II, L.P.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service revised its probability-of-default
rating on American Achievement Corporation's $150 million senior
subordinated notes due 2012 from B2 to B1.  Moody's also assigned
an LGD3 rating on said notes.


AMERICAN CAMSHAFT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
American Camshaft Specialties Inc. and its debtor-affiliates
delivered its Schedules of Assets and Liabilities with the U.S.
Bankruptcy Court for the Eastern District of Michigan disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                           
  B. Personal Property               $1,004,640
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $11,666,897
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                 $1,614,835
     Unsecured Nonpriority
     Claims
                                    -----------       -----------
     Total                           $1,004,640       $13,281,732

                     About American Camshaft

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants - ACS Grand Haven,
which is solely owned by Asimco Technologies, and a joint venture
between Nippon Piston Ring and ACS Inc.  Asimco Technologies --
http://www.asimco.com/-- is headquartered in Beijing, China, and  
produces a wide range of power train, chassis and diesel fuel
injection products for light duty and commercial vehicle
applications.  Asimco assembles semi-fully finished cast, steel
and assembled camshafts.  Aside from its U.S. operations, Asimco
has 18 manufacturing facilities and 52 sales offices in China and
one regional office in Europe and Japan.  Asimco's major customers
are automotive-based, such as DaimlerChrysler, Ford, GM, Cummins
and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  When the Debtors filed for protection from their
creditors they listed estimated assets and debts between $10
million and $50 million.


AMERICAN CAMSHAFT: Hires Carson Fischer as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
allowed American Camshaft Specialties Inc. and its debtor-
affiliates to employ Carson Fischer, P.L.C., as its bankruptcy
counsel.

Carson Fischer will:

   a) provide information to the Debtors with regard to their
      duties and responsibilities as Debtors-in-Possession;

   b) assist in the preparation of schedules and statements of
      affairs;

   c) assist in the preparation of financial statements, balance
      sheets, and business plans;

   d) pursue any and all of the Debtors' claims against third
      parties, including, but not limited to, preferences,
      fraudulent conveyances, and accounts receivable;

   e) represent the Debtors with regard to any actions brought
      against them by third parties in the bankruptcy proceeding;

   f) assist in the negotiations with secured, unsecured, and
      priority creditors and prepare a plan of reorganization with
      a likelihood of confirmation; and

   g) obtain confirmation of a plan.

The firm's professionals bill:

        Designation          Hourly Rate
        -----------          -----------
        Partners             $335 - $495
        Associates           $150 - $300
        Legal Assistants        $110
        Law Clerks               $95

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

                     About American Camshaft

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants - ACS Grand Haven,
which is solely owned by Asimco Technologies, and a joint venture
between Nippon Piston Ring and ACS Inc.  Asimco Technologies --
http://www.asimco.com/-- is headquartered in Beijing, China, and  
produces a wide range of power train, chassis and diesel fuel
injection products for light duty and commercial vehicle
applications.  Asimco assembles semi-fully finished cast, steel
and assembled camshafts.  Aside from its U.S. operations, Asimco
has 18 manufacturing facilities and 52 sales offices in China and
one regional office in Europe and Japan.  Asimco's major customers
are automotive-based, such as DaimlerChrysler, Ford, GM, Cummins
and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.  
When the Debtors filed for protection from their creditors they
listed estimated assets and debts between $10 million and
$50 million.


AMERICAN REAL: Good Market Conditions Cue Debt Offering Increase
----------------------------------------------------------------
American Real Estate Partners, L.P. said Friday that due to
positive market conditions it has increased its previously
announced offering of 7-1/8% senior notes due 2013 from
$300 million to $500 million.  The transaction is expected to
close on January 17, 2007.

The notes have not been registered under the Securities Act of
1933 or applicable state securities laws and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

The company had disclosed on Jan. 11, 2007, that it issues in a
private placement $300 million aggregate principal amount of its
7-1/8% senior notes due 2013.

                      About American Real

American Real Estate Partners, LP -- http://www.arep.com/--   
(NYSE:ACP) a master limited partnership, is a diversified holding
company engaged in a variety of businesses.  The company's
businesses currently include gaming, oil and gas exploration and
production, real estate and home fashion.  The company is in the
process of divesting its Oil and Gas operating unit and their
Atlantic City gaming property.

The company owns a 99% limited partnership interest in American
Real Estate Holdings Limited Partnership.  Substantially all of
the assets and liabilities are owned by AREH and substantially all
of the company's operations are conducted through AREH and its
subsidiaries.  American Property Investors, Inc., or API, owns a
1% general partnership interest in both the company and AREH,
representing an aggregate 1.99% general partnership interest in
the company and AREH.  API is owned and controlled by Mr. Carl C.
Icahn.


AMERICAN REAL: Debt Issuance Prompts S&P to Affirm BB+ Rating
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB+' long-term
counterparty credit rating on American Real Estate Partners L.P.
(AREP; NYSE ACP).  The outlook is stable.

The announcement followed AREP's issuance of $300 million of
additional senior debt to support corporate operations.  "The
ratings on AREP reflect the company's good investment track
record, commitment to sustain strong liquidity at the parent
level, and the proven track record of its dominant shareholder,
Carl Icahn," said Standard & Poor's credit analyst Jeffrey Zaun.
Offsetting factors include increasing financial leverage at
portfolio investments, the limited ability of subsidiaries to
upstream dividends, and a lack of visibility around future
strategic moves.

In November 2006, AREP closed on the sale of approximately 40% of
its total operating investments, realizing gains of $40 million
(for its Atlantic City Gaming properties) and $560 million (for
the sale of its oil and gas investments).  The sales of two major
assets for significant cash gains demonstrates AREP's ability to
realize profit by selling investments after strategic business
combinations and active management have increased their value.

The stable outlook balances AREP's investment track record and
management's policy of maintaining a strong cash position against
the lack of visibility with respect to the financial implications
of future strategic investments.


AMERICAN ROCK: Mild Weather Prompts S&P's Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Mount Morris, N.Y.-based
American Rock Salt Co. LLC on CreditWatch with negative
implications.

"The action reflects the company's very thin liquidity and weak
operating performance stemming from the unprecedented mild weather
in ARSC's upstate New York operating area," said Standard & Poor's
credit analyst Marie Shmaruk.  "A mild winter so far has lowered
the demand for the company's highway deicing salt, forcing ASRC to
temporarily idle its lone mining operation."

Although the company's availability on its $30 million asset-based
revolving credit facility was $8 million on Sept. 30, 2006, its
current liquidity position has weakened, as the lack of demand has
resulted in negative free cash flow.

Ms. Shmaruk said, "While we expect that the company's liquidity
will improve over the next four weeks from some working capital
contraction and that idling the mining operations will slow the
company's liquidity burn, a continuation of mild weather
conditions through the rest of the winter could negatively affect
financial performance and liquidity, hence raising concerns about
the company's ability to meet operating expenses, amortization,
and interest payments throughout the remainder of the year."

The company has a $4.5 million interest payment due on March 15,
2007.

If weather patterns remain mild, the company may have to engage in
discussions with its lenders to increase availability under its
revolving credit facility.  The company's current salt stockpile
could potentially serve as a backing for additional liquidity.

S&P could resolve the CreditWatch quickly and affirm the ratings
if normal weather patterns return that improve the company's
liquidity and financial performance.


AMR CORP: 4.5% Senior Notes Become Convertible to Common Stock
--------------------------------------------------------------
AMR Corporation reported that its 4.5% senior convertible notes
due 2024 have become convertible into shares of AMR common stock.

As provided in the indenture under which the Notes were issued,
the Notes have become convertible because the sale price of AMR's
common stock for at least 20 trading days in a period of 30
consecutive trading days ending on Dec. 31, 2006, was greater than
120% of the conversion price per share of AMR common stock on the
last trading day of year.

The Notes are convertible into common stock at the conversion rate
specified in, and otherwise in accordance with the terms of, the
Notes and the indenture under which the Notes were issued, and
they will remain convertible for so long as they are outstanding.

AMR Corporation is the parent company of American Airlines Inc.
American Airlines -- http://www.AA.com/-- is the world's largest  
airline.  American, American Eagle and the AmericanConnection
regional airlines serve more than 250 cities in over 40 countries
with more than 3,800 daily flights.  The combined network fleet
numbers more than 1,000 aircraft.  American Airlines is a founding
member of the oneworld Alliance, whose members serve more than 600
destinations in over 135 countries and territories.

                           *     *     *

Standard & Poor's Ratings Services, effective June 6, 2006, placed
its ratings on AMR Corp. (B-/Watch Pos/B-3) and subsidiary
American Airlines Inc. (B-/Watch Pos/--) on CreditWatch with
positive implication.


ARAMARK CORP: Fitch to Downgrade Issuer Default Rating to B
-----------------------------------------------------------
Fitch expects to downgrade the Issuer Default Rating (for both
ARAMARK Corporation and its wholly owned subsidiary, ARAMARK
Services, Inc. to 'B' from 'BB-' and rate the proposed financings
of ARAMARK Corporation as:

    -- $600 million revolving senior secured credit facility
       due 2013 'BB-/RR2';

    -- $3.66 billion senior secured term loans due 2014 'BB-/RR2';

    -- $250 million senior secured synthetic letter of credit
       facility due 2013 'BB-/RR2';

    -- $1.7 billion senior unsecured notes due 2015 'B-/RR5';

    -- $570 million senior subordinated notes due 2017 'CCC+/RR6';

In addition, the rating for the $250 million senior unsecured
notes due 2012 is expected to be downgraded to 'CCC+/RR6' from
'BB-'.

The assignment of these ratings is pending review of the final
transaction documentation.  Upon closing of the transaction, Fitch
expects to withdraw its 'BB-' unsecured bank facility rating and
withdraw its 'BB-' senior unsecured notes rating for existing
senior unsecured notes due 2007 and 2008 with the successful
completion of debt tender offers.  Fitch also expects that the
Negative Rating Watch will be resolved and the Outlook will then
be Stable.

The ratings reflect ARAMARK's substantially higher leverage ratio
and debt service requirements following the completion of its
leveraged buyout and Fitch's expectations for significantly
reduced free cash flow.  ARAMARK is in the process of being
acquired by management together with a consortium of private
equity firms in an LBO for approximately $8.5 billion.  The
transaction is to be financed through approximately $2 billion in
equity commitments with the remainder consisting of various debt
instruments noted above.  The transaction is expected to close in
late January 2007.

Pro forma September 29, 2006 total adjusted leverage (adjusted for
rents and A/R securitizations) is expected to be approximately 7.0
times (x) with interest coverage at approximately 1.6x. Fitch
expects credit protection measures to remain near pro forma levels
through the intermediate term.  The ratings also incorporate
potential margin pressure from competitive pricing and higher
operating costs.

Positively, the ratings and outlook reflect ARAMARK's leading
positions in its core services, brand recognition, a well
diversified customer portfolio, and high customer retention rates.
In addition, ARAMARK's operating performance has been relatively
stable through various market conditions, including the company's
exposure to unforeseen events over the last couple of years.

The expected Stable Outlook is also supported by the company's
adequate liquidity position pro forma the proposed transaction,
which includes $103 million of pro forma cash, $600 million
revolving credit facility (of which $150 million is expected to be
drawn at closing for seasonal working capital purposes), and a
$250 million accounts receivable securitization program.  With the
closing of the LBO transaction, Fitch believes that ARAMARK will
have limited ability to improve its credit protection measures in
the next few years.  However the company's stable organic revenue
growth and solid market positions should limit any significant
deterioration of credit measures.

In the event that the senior unsecured and senior subordinated
note offerings are not completed by the transaction's close,
ARAMARK has in place a committed bridge loan facility to fund the
remainder of the transaction's purchase price.  The bridge loans
will be subordinated to the new senior secured credit facilities.  
The security for the senior secured credit facilities is expected
to include a first-priority pledge on all capital stock held at
the holding company, the borrower, and any subsidiary guarantor; a
perfected first-priority security interest in the assets of the
holding company, borrower, and subsidiary guarantors.

According to company filings, the 2012 notes will only be
guaranteed by the holding company, ARAMARK Corporation, and will
not be guaranteed by the company's operating subsidiaries, thereby
resulting in structural subordination of these notes in relation
to all of the new debt issuances which will be fully and
unconditionally guaranteed by substantially all of the company's
domestic material operating subsidiaries.  The indenture for the
2012 bonds generally provides no protection from a change in
control event and does not limit the company's ability to incur
additional indebtedness.

The recovery ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  ARAMARK's recovery
ratings reflect Fitch's expectation that the enterprise value of
the company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario (going concern), rather than
a liquidation.  The 'RR2' recovery rating for the company's credit
facilities reflects Fitch belief that 71-90% recovery is
reasonable given its priority position.  The recovery rating of
'RR5' for the $1.7 billion of senior unsecured notes, 'RR6' for
the $570MM of senior subordinated notes and 'RR6' $250MM 5% senior
unsecured notes due 2012 reflects Fitch's estimate that negligible
recovery would be achievable due to their position in the capital
structure.


ASARCO LLC: Court Extends Plan Filing Period to April 6
-------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi further extends
ASARCO LLC and its debtor-affiliates' exclusive period to file a
plan of reorganization until April 6, 2007, and their exclusive
period to solicit acceptances of that plan until June 6, 2007.

As reported in the Troubled Company Reporter on Dec. 15, 2006,
James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
argued that an extension of the Debtors' exclusive periods will
provide them additional time to quantify, either by estimation or
negotiation, contingent claims and move forward with presenting a
confirmable plan of reorganization for the benefit of all
creditors and stakeholders.  During the extension period,
Mr. Prince sais the Debtors will continue their efforts to resolve
various cases and controversies with their various creditor
constituencies, and to work with all deliberate speed in resolving
issues necessary to formulate a confirmable plan in an orderly
manner, which will, in the Debtors' opinion, be of substantial
benefit to the estate and their creditors.

                         About ASARCO LLC

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

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

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

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

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


ASARCO LLC: Has Until May 16 to Decide on Unexpired Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi extends the deadline within which ASARCO LLC and
its debtor-affiliates may decide whether to assume or reject their
unexpired non-residential real property leases until May 16, 2007.

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
told the Court that the Debtors need additional time to determine
their reclamation obligations under certain leases with the Bureau
of Land Management and Bureau of Indian Affairs of the U.S.
Department of the Interior, and the members of the San Xavier
District of the Tohon O'odham Nation.

                         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).


AXS-ONE INC: AMEX Reviewing Plan of Compliance
----------------------------------------------
The staff of the American Stock Exchange has reviewed the AXS-One
Inc.'s plan of compliance to meet the AMEX's continued listing
standards and will continue the company's listing while the
company seeks to regain compliance with the listing standards
during the period ending April 6, 2008.

The AMEX staff notified AXS-One on Oct. 6, 2006, that the company
had fallen below the listing standard set forth in Section
1003(a)(i) of the AMEX Company Guide.  During the plan period, the
company must continue to provide the AMEX staff with updates
regarding initiatives set forth in its plan of compliance.

The company will be subject to periodic review by the AMEX staff
during the plan period.  If the company is not in compliance with
the continued listing standards on April 6, 2008 or the company
does not make progress consistent with the plan during the plan
period, then the AMEX may initiate immediate delisting
proceedings.

                           About AXS-One

Headquartered in Rutherford, NJ, AXS-One Inc. (AMEX: AXO) --
http://www.axsone.com-- is a leading provider of high-performance   
Records Compliance Management solutions.  The AXS-One Compliance
Platform enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley. AXS-One has offices worldwide including the
United States, Australia, Singapore, United Kingdom and South
Africa.

At Sept. 30, 2006, the company's balance sheet showed $7.3 million
in total assets and $17 million in total liabilities, resulting in
a $9.8 million total stockholders' deficit.


BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 16 classes of Bear Stearns Commercial
Mortgage Securities Trust 2003-TOP12, Commercial Mortgage Pass-
Through Certificates, Series 2003-TOP12 as:

    - Class A-1, $82,068,408, Fixed, affirmed at Aaa
    - Class A-2, $150,600,000, Fixed, affirmed at Aaa
    - Class A-3, $185,900,000, Fixed, affirmed at Aaa
    - Class A-4, $487,288,000, Fixed, affirmed at Aaa
    - Class X-1, Notional, affirmed at Aaa
    - Class X-2, Notional, affirmed at Aaa
    - Class B, $30,479,000, Fixed, upgraded to Aaa from Aa2
    - Class C, $31,931,000, Fixed, upgraded to A1 from A2
    - Class D, $13,063,000, Fixed, affirmed at A3
    - Class E, $14,514,000, Fixed, affirmed at Baa1
    - Class F, $7,257,000, Fixed, affirmed at Baa2
    - Class G, $7,257,000, Fixed, affirmed at Baa3
    - Class H, $5,805,000, Fixed, affirmed at Ba1
    - Class J, $5,806,000, Fixed, affirmed at Ba2
    - Class K, $2,903,000, Fixed, affirmed at Ba3
    - Class L, $2,902,000, Fixed, affirmed at B1
    - Class M, $2,903,000, Fixed, affirmed at B2
    - Class N, $2,903,000 Fixed, affirmed at B3

As of the December 13, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 10.0%
to $1.0 billion from $1.2 billion at securitization.  The
Certificates are collateralized by 147 mortgage loans ranging in
size from less than 1.0% to 6.0% of the pool, with the top 10
loans representing 34.8% of the pool.  The pool includes nine
shadow rated investment grade loans comprising 21.9% of the pool.
Eight loans, representing 8.1% of the pool balance, have defeased
and are collateralized by U.S. Government securities.

There have been no losses since securitization.  Currently there
is one loan, representing less than 1.0%, in special servicing.
Moody's is not projecting any loss on this loan.  Fourteen loans,
representing 5.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 and partial year 2006
operating results for approximately 93.3% and 60.0%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 74.3%, compared to 79.6% at securitization.  Moody's
is upgrading Classes B and C due to stable overall pool
performance and increased credit support.

The largest shadow rated loan is the Westshore Plaza Loan
($62.9 million - 6.0%), which represents a 66.0% pari passu
interest in a $95.3 million first mortgage loan.  The loan is
secured by the borrower's interest in a 1.1 million square foot
regional mall located in Tampa, Florida.  The center is anchored
by Macy's, Sears and Saks Fifth Avenue.  The center is 99.3%
occupied, compared to 97.4% at securitization.  Financial
performance has improved since securitization due to increased
revenues and loan amortization.  The loan sponsor is Glimcher
Realty Trust (Moody's senior unsecured shelf rating (P)Ba2; stable
outlook), a publicly traded REIT.  Moody's current shadow rating
is A3, compared to Baa2 at securitization.

The second shadow rated loan is the West Valley Mall Loan ($61.0
million -- 5.8%), which is secured by the borrower's interest in a
717,573 square foot regional mall located approximately 60 miles
east of San Francisco in Tracey, California.  The center is
anchored by Gottschalk's, Target (anchor owned), J.C. Penney and
Sears.  The center is 96.0% leased, the same as at securitization.  
Financial performance has improved since securitization due to
increased revenue and loan amortization.  The loan is structured
with a 25-year amortization schedule and has amortized by
approximately 8.4% since securitization.  The loan sponsor is
General Growth Properties Inc. (Moody's senior unsecured shelf
rating (P)Ba2; stable outlook), a publicly traded REIT.  Moody's
current shadow rating is A1, compared to Baa1 at securitization.

The third shadow rated loan is the Sun Valley Apartments Loan
($24.2 million -- 2.3%), which is secured by a 305-unit Class A
multifamily property located in Florham Park, New Jersey.  The
property is 92.0% occupied, compared to 95.0% at securitization.  
The loan is structured with a 15-year amortization schedule and
has amortized by approximately 16.3% since securitization.  
Moody's current shadow rating is Aaa, compared to Aa2 at
securitization.

The remaining six shadow rated loans comprise 6.1% of the pool and
their shadow ratings are the same as at securitization.  The Cedar
Knolls Shopping Center Loan ($18.6 million -- 1.8%) is secured by
a 270,000 square retail center located in Cedar Knolls, New Jersey
and is shadow rated Baa3.  The 284 Mott Street Loan ($18.5 million
-- 1.8%) is secured by a 163-unit multifamily property located in
New York City and is shadow rated Aaa.  The Eagle Plaza Shopping
Center Loan ($16.7 million -- 1.6%) is secured by a 227,000 square
foot retail center located in Voorhees, New Jersey and is shadow
rated Baa2.  The three smallest shadow rated loans -- Carriage Way
MHP Loan ($10.0 million -- 1.0%), Deerfield Estates MHP
($9.4 million -- 0.9%) and Wayne Towne Center Loan ($7.9 million -
- 0.8%) are all shadow rated Aaa.

The top three conduit loans represent 8.9% of the outstanding pool
balance.  The largest conduit loan is the 360 Lexington Avenue
Loan ($38.6 million -- 3.7%), which is secured by a 251,000 square
foot Class B office building located in the Grand Central office
submarket in New York City.  The property is 90.0% occupied,
essentially the same as at securitization.  The tenant roster is
diverse with no single tenant accounting for more than 10.0% of
the premises.  The loan is interest only for its entire 10-year
term.  Moody's LTV is 83.8%, compared to 91.1% at securitization.

The second largest conduit loan is the GGP Portfolio Loan
($35.5 million -- 3.4%), which is secured by nine retail
properties totaling 735,000 square feet.  The properties are
located primarily in tertiary markets in Utah (5), Oregon (2),
Arizona and Colorado.  The portfolio is 94.0% leased, essentially
the same as at securitization. The loan is structured on a 25-year
amortization schedule and has amortized by approximately 7.4%
since securitization.  The portfolio's performance has improved
since securitization due to increased revenues, stable expenses
and loan amortization. The loan sponsor is General Growth
Properties Inc.  Moody's LTV is 67.1%, compared to 83.5% at
securitization.

The third largest conduit loan is the Campus Marketplace Loan
($19.2 million -- 1.8%), which is secured by a 144,000 square foot
retail center located in San Marcos, California.  The property is
99.0% occupied and is anchored by Ralph's Grocery (40.0% GLA;
lease expiration January 2022).  The loan is interest only for its
entire 10-year term.  Moody's LTV is 70.2%, compared to 72.3% at
securitization.

The pool's collateral is a mix of retail (49.4%), office and mixed
use (19.9%), multifamily (11.0%), industrial and self storage
(8.7%), U.S. Government securities (8.1%) and lodging (2.9%).  The
collateral properties are located in 29 states.  The highest state
concentrations are California (20.3%), Florida (13.3%), New York
(11.0%), New Jersey (10.9%) and Massachusetts (10.0%). All of the
loans are fixed rate.


BENJAMIN CASTON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Benjamin Franklin Caston
        389 Oxford Bend Road
        Fayetteville, AR 72703
        Tel: (479) 872-8000

Bankruptcy Case No.: 07-70063

Chapter 11 Petition Date: January 9, 2007

Court: Western District of Arkansas (Fayetteville)

Judge: Richard D. Taylor

Debtor's Counsel: Stanley V. Bond, Esq.
                  Bond Law Office
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Estimated Assets: Unknown

Estimated Debts:  $100,000 to $1 Million

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


BOMBARDIER INC: To Lay Off 170 Business-Jet Jobs in Montreal
------------------------------------------------------------
Bombardier Inc. will cut 170 jobs at its business-jet unit in
Montreal next month, Frederic Tomesco writes for Bloomberg.

Bombardier spokesman Leo Knaapen told Bloomberg that about 90
workers on the Challenger 604 model and 80 workers on the Global
Express jet would lose their jobs.  Mr. Knaapen disclosed that
there were about 1,860 workers on the two planes at painting and
interior-finishing plants near the city's airport.

Citing Mr. Knaapen, Bloomberg relates that the company, which
reorganizes production to cut cost, is getting the workforce in
line with the completion requirements.  "There is just a handful
of 604 aircraft currently in completion, and they will be
completed by the second quarter of this year."  Mr. Knaapen adds.

Bloomberg reports that the company will move its manufacturing and
painting to a single facility between April and September, to make
the operation more efficient.  Bombairdier's Challenger 605 model,
which will replace the 604, won't be available in service until
September.

                         About Bombardier

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

                         *     *     *

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

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

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

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


BOWNE & CO: Board Appoints Marcia Hooper as Director
----------------------------------------------------
Bowne & Co., Inc.'s board of directors unanimously elected Marcia
J. Hooper a Director.  Ms. Hooper is the 12th member of the Board.

"Marcia brings a wide range of experience and perspective," Dave
Shea, president and chief operating officer, said. "We're pleased
to have her onboard."

Ms. Hooper has served as a partner at Castile Ventures, a US-based
venture capital firm, since 2002.  Prior to that, she was a
partner at Advent International, Viking Capital and Ampersand
Ventures/Paine Webber Ventures.  She began her career at IBM in
marketing.

Ms. Hooper received her Bachelor of Science degree in chemistry
and mathematics from Brown University. She also earned a Master of
Arts degree in chemistry from Columbia University and a Master of
Business Administration degree from the Harvard Graduate School of
Business.

Ms. Hooper's appointment takes effect immediately.  In accordance
with the company's bylaws, she will serve an initial term until
the company's next annual meeting on May 24, 2007, at which time
she will be eligible for a three-year term.

Based in New York City, Bowne & Co., Inc. (NYSE: BNE)
-- http://www.bowne.com/-- is a printing company, which  
specializes in financial documents such as prospectuses, annual
and interim reports, and other paperwork required by the SEC.
Bowne also handles electronic filings via the SEC's EDGAR system
and provides electronic distribution and high-volume mailing
services.  The financial printing business accounts for the bulk
of the company's sales.  Bowne also offers marketing and business
communications services and litigation support software.  The
Company has 3,500 employees in 78 offices around the globe.

                          *   *   *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Moody's Investors Service affirmed the Ba3 corporate family
rating, Ba3 probability of default rating and B2 Convertible
Subordinated Notes Rating, LGD5, 87% of Bowne & Co. Inc.  The
outlook remains positive.


CABLEVISION SYSTEMS: Dolans Raises Private Offer to $30 Per Share
-----------------------------------------------------------------
Cablevision Systems Corp. has received an offer of $30 per share
from the controlling Dolan family, an 11% increase over their 27%
bid in October, Peter Grant and Dennis K. Berman write for the
Wall Street Journal.

According to WSJ, the Dolan family raised its bid from $1 billion
to $8.9 billion saying it was "the best and final offer."

Cablevision founder Charles Dolan and his son, James Dolan, the
company's chief executive, has reportedly set January 17 as the
expiration date for the offer.  The family also noted that the
length of negotiations was creating potentially harmful
uncertainty to the company.

WSJ reports that the Dolans have arranged to put the deal to a
majority vote of public shareholders, which would exclude the
Dolans who own 20% of the company but control 70.4% of the voting
shares.

In a letter sent to a special panel of directors, the family
stated that their plan isn't to sell the company for a profit soon
after taking it private citing it would be willing to include
terms in a proposal allowing shareholders to share in the revenues
if that happens.

WSJ relates that some Cablevision shareholders showed negative
reactions to the new proposal saying they would vote against it.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.  Its wholly owned subsidiary, Rainbow National Services
LLC, headquartered in Jericho, New York, supplies television
programming to cable television and direct broadcast service
providers throughout the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Oct 11, 2006
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.  The ratings on Cablevision Systems Corporation that
are under review are: Corporate Family Rating, Placed on Review
for Possible Downgrade, currently at B1; Probability of Default
Rating, Placed on Review for Possible Downgrade, currently at B1;
and Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently at B3, LGD6, 93%.


CALPINE CORP: Can Transfer Siemens Deal to Greenfield Partnership
-----------------------------------------------------------------
The Honorable Burton R. Lifland of U.S. Bankruptcy Court for the
Southern District of New York authorized Calpine Corp. and its
debtor-affiliates to:

   (1) take all actions and to execute all documents necessary to
       effectuate the Greenfield Financing Transaction;

   (2) consent to the purchase, sale, or transfer of any
       ownership interest of Calpine Energy Services Canada Ltd.,
       in MIT Power Canada Investment, Inc., a subsidiary of
       Mitsui & Co., Ltd., to another wholly owned, direct or
       indirect subsidiary of Calpine Corporation if and when
       Calpine Energy Canada may choose to do so or as ordered by
       the appropriate court;

   (3) elect to waive any avoidance actions they may have with
       respect to the prepetition transfers of equipment and
       related assets from them to the Greenfield Partnership;
       and upon a waiver, the prepetition transfers of equipment
       and related assets will be valid, binding, and enforceable
       as between the relevant transferees and the U.S. Debtors
       and their estates; and

   (4) assume, amend, and assign or otherwise transfer the
       Siemens Agreement to the Greenfield Partnership.

The Court also authorizes Greenfield Commercial Trust to
establish a new, wholly owned subsidiary and transfer its limited
partner interest in the Greenfield Partnership to the newly
created subsidiary.  If a transfer of the LP Interest to a newly
created subsidiary occurs, the U.S. Debtors and their estates
will not seek to avoid it on the basis that it is not valid,
binding and enforceable against them.

The Court clarifies that the Order will not be deemed to:

   -- validate or to enhance the validity of any purported
      transfer of the LP Interest that may be undertaken by
      Greenfield Commercial Trust;

   -- qualify any transferee of Greenfield Commercial Trust as a
      "bona fide purchaser for value without notice" of the LP
      Interest; or

   -- insulate the transferee from being adjudged liable to
      return the LP Interest to Greenfield Commercial Trust or
      to Calpine Energy Services Canada Partnership.

The U.S. Debtors agree only to exercise the authority provided to
them with the additional consent of each of the Official  
Committee of Unsecured Creditors, the Official Committee of
Equity Security Holders and the Unofficial Committee of Second
Lien Debtholders.  If the Committees do not consent, the U.S.
Debtors will not exercise authority without further Court order.

The Court makes it clear that the Order does not limit any
right or claim of any Canadian Calpine entity or any of their
creditors.  The Order does not allow or ratify any agreement
concerning any transfer of any rights of any person that is
subject to the stay of proceedings contained in the Initial
Companies' Creditors Arrangement Act of the Honorable Madam
Justice Romaine of the Alberta Court of Queen's Bench dated
Dec. 20, 2005.

The Order does not limit the rights of any Canadian Calpine
entity or any of their creditors in the proceeding commenced by
Calpine Canada Natural Gas Partnership against Calpine Energy
Services Canada Partnership.

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities (Calpine Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


CANWEST GLOBAL: Buying Alliance Atlantis for CDN$2.3 Billion
------------------------------------------------------------
CanWest Global Communications Corp. and GS Capital Partners, a
private equity affiliate of Goldman, Sachs & Co., reported that a
new acquisition company has entered into a definitive agreement
with Alliance Atlantis Communications Inc. to acquire all of its
outstanding Class A voting and Class B non-voting shares at a
purchase price of CDN$53 per share in cash for an aggregate price
of approximately CDN$2.3 billion.

"[Wednes]day's transaction is consistent with CanWest's strategy
to enhance its existing television business and expand its
presence in the fast growing specialty television sector," said
Leonard Asper, president & chief executive officer of CanWest.  
"The combined expertise of CanWest and Alliance Atlantis will
enable us to produce even better Canadian content, promote it more
effectively, and provide greater access to more viewers across
more platforms. We are thrilled to be working with Goldman Sachs
to effect this strategic transaction."

"I believe this transaction represents great value for our
shareholders," said Michael MacMillan, Executive Chairman of
Alliance Atlantis.  "The combination of CanWest's conventional and
specialty television businesses and Alliance Atlantis' 13
specialty television channels creates an excellent foundation for
future growth in both businesses."

The acquisition of Alliance Atlantis is to be carried out by way
of a statutory Plan of Arrangement.  The newly formed acquisition
company is an indirect wholly owned subsidiary of CanWest.  The
Arrangement requires a vote by Alliance Atlantis' Class A voting
and Class B non-voting shareholders at a meeting of shareholders,
which is currently expected to be held in the spring of 2007.

Shareholders representing approximately 80% of the Class A voting
shares, have agreed to vote their shares of Alliance Atlantis in
favor of the shareholders' resolution approving the Arrangement.  
The Arrangement is also subject to court approval as well as
certain other customary conditions, including the receipt of
regulatory approvals.  Pending approval from the Canadian Radio-
television and Telecommunications Commission for the change of
ownership and transfer of control of the specialty television
channels, the securities of the relevant regulated entities will
be deposited with a trustee pursuant to a voting trust agreement
approved by the CRTC.

A special committee of the Board of Directors of Alliance
Atlantis, comprised of Robert Steacy (Chair), Barry Reiter and
Anthony Griffiths, has reviewed the Plan of Arrangement in
consultation with its legal and financial advisors.  The Special
Committee unanimously recommends the Plan of Arrangement to the
company's Board of Directors, and the Board of Directors
unanimously recommends (with one director recusing himself due to
conflict) that shareholders vote in favor of the Arrangement.

RBC Capital Markets has provided an opinion to the Board of
Directors indicating that, as of the date of such opinion, the
consideration under the Plan of Arrangement is fair from a
financial point of view to the shareholders.

A CanWest-controlled company will be the controlling shareholder
of Alliance Atlantis following the closing of the transaction
(expected to occur by summer 2007).  It is intended that a
reorganization of Alliance Atlantis will take place to separate
the businesses of the Company:

       -- upon receipt of CRTC approval, Alliance Atlantis'
          specialty television business and CanWest's Canadian
          television business will be managed on an integrated
          basis by CanWest and ultimately combined;

       -- it is intended that Alliance Atlantis' Motion Picture
          Distribution business will be controlled by a Canadian
          partner of GS Capital Partners; and

       -- it is intended that GS Capital Partners will own 100% of
          Alliance Atlantis' financial interest in the highly
          successful CSI franchise.  As part of this new
          relationship with Goldman Sachs, CBS will assume
          international distribution of CSI, CSI: Miami and CSI:
          NY.

The formal combination of the broadcast businesses will occur
sometime in 2011.  The equity of each of CanWest and GS Capital
Partners in the combined entity will be determined by the EBITDA
of the combined operation at that time.  There are a variety of
customary liquidity mechanisms that will be available to the
parties following the combination.  "We are looking forward to
this relationship with CanWest to support the expansion of its
television business and to facilitate the combination of two great
Canadian media companies," said Gerry Cardinale, a Managing
Director of GS Capital Partners.

CanWest was advised by Genuity Capital Markets and GS Capital
Partners was advised by Goldman, Sachs & Co. Alliance Atlantis was
advised by RBC Capital Markets.


                      About Alliance Atlantis

Headquartered in Toronto, Canada, Alliance Atlantis
Communications Inc. -- http://www.allianceatlantis.com/-- is a  
specialty channel broadcaster with a 50% ownership interest in
the CSI TV franchise.  The company has worldwide offices in the
United Kingdom, Spain and Australia.

                          About CanWest

CanWest Global Communications Corp. --
http://www.canwestglobal.com/-- is Canada's largest media  
company.  CanWest is Canada's largest publisher of daily
newspapers and also owns, operates or holds substantial interests
in conventional television, out-of-home advertising, specialty
cable channels, web sites and radio stations and networks in
Canada, New Zealand, Australia, Turkey, Singapore, Indonesia,
Malaysia, the United Kingdom and the United States.


CANWEST MEDIAWORKS: Moody's Says Direction of Review is Uncertain
-----------------------------------------------------------------
Moody's Investors Service placed all long term ratings of CanWest
MediaWorks Inc. under review direction uncertain and changed the
direction of its current ratings review of Alliance Atlantis
Communications Inc. to down from up.

The rating actions follow the announcement made jointly by the
companies that CanWest's parent, CanWest Global Communications
Corp. and Goldman Sachs Capital Partners have reached an agreement
to acquire AACI in a transaction valued at roughly $2.6 billion.  
The transaction will initially see CanWest contribute cash of $132
million into a new entity to own a 17% equity interest in AACI 's
specialty broadcasting channels.

CanWest will also have the option to contribute an additional
$70 million to increase its equity interest.  There will be future
mechanisms for CanWest to increase its stake in the specialty
channels beginning in 2011 when CanWest will contribute its
Canadian broadcasting assets to newco in exchange for an increased
ownership of that entity, which the company currently believes may
then approximate 50%.  CanWest will not have any interest in
either the CSI TV franchise or Movie Distribution business
currently owned by AACI.  The transaction remains subject to
shareholder approval and regulatory rulings.  It is expected to
close in the summer of 2007.

While CanWest's initial cash investment is relatively small,
Moody's is concerned that the transaction may eventually increase
CanWest's leverage to levels above previous expectations.  On the
other hand, CanWest continues to review the strategic alternatives
for its assets in the South Pacific, which Moody's believes could
be sold for significant value and used to reduce leverage.  The
ratings review for CanWest will focus on the likelihood that the
AACI transaction will be completed, the potential for some or all
of its assets in the South Pacific to be sold, as well as the
expected change to CanWest's overall capital structure, cash flows
and strategic direction that may result.

The direction of the review of AACI's rating was changed to down
as it appears likely that AACI will be acquired by a more highly
levered entity, superseding the previous review for possible
upgrade, which was largely based on AACI's strengthening
fundamentals.  The review of AACI's ratings will focus on the
potential for the transaction to be completed, or alternatives
AACI may pursue in the event it is not acquired as is now
currently expected.  Moody's noted that should the acquisition of
AACI by CanWest and GSCP be completed as announced, AACI's rated
debt will likely be repaid pursuant to a Change of Control clause
in its bank agreement and its debt ratings withdrawn.


CanWest ratings placed under review direction uncertain:

Corporate Family Rating, Ba3

Probability-of-Default rating, Ba3

Senior Subordinate rating, B2

Loss-Given-Default rating for Senior Subordinate debt, LGD5 (87%)


AACI ratings placed under review down:

Corporate Family Rating, Ba2

Probability-of-Default rating, Ba3

Senior Secured rating, Ba1

Loss-Given-Default rating for Senior Secured debt, LGD2 (26%)

CanWest MediaWorks Inc. is a communications holding company based
in Winnipeg, Manitoba Canada, with interests in TV, radio and
publishing operations in Canada, Australia, New Zealand, and other
international locations.

Alliance Atlantis Communications Inc., headquartered in Toronto,
Canada, is specialty channel broadcaster with a 50% ownership
interest in the CSI TV franchise.


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

Bankruptcy Case No.: 07-30017

Type of Business: The Debtor operates restaurants in Charlotte and
                  Gastonia that specialize in barbecues and
                  country-style dishes.
                  See http://www.carolinacountrybbq.com/

Chapter 11 Petition Date: January 4, 2007

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

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

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
First National Bank of Shelby      Bank Loan           $2,756,000
529 South New Hope Road                                  Secured:
Gastonia, NC 28054-4040                                $1,378,000
c/o Bruce Hodge                                        Unsecured:
Tel: (704) 865-1233                                    $1,378,000

Internal Revenue Service           Trade Debt          $1,131,196
P.O. Box 21126
Philadelphia, PA 19114-0326

Wesley, Mark and                   Trade Debt            $956,138
D. Norman Morris
c/o Fred W. DeVore, III
831 East Morehead Street
Suite 245
Charlotte, NC 28202-2773
Tel: (704) 377-5242

NC Department of Revenue           Trade Debt            $184,000
Bankruptcy Unit
P.O. Box 1168
Raleigh, NC 27602-1168

Tyson Meat Company                 Trade Debt             $28,000
2545 East Ozark Avenue
Gastonia, NC 28054-1423

City of Gastonia                   Trade Debt             $27,820

First Gaston Bank                  Bank Loan              $25,000

BB&T Insurance Services, Inc.      Trade Debt             $24,688

Mecklenburg Co. Tax Collector      Trade Debt             $16,338

Douglas P. Arthurs                 Trade Debt             $10,550

Prime Rate Premium                 Trade Debt              $8,500

Starr Electric                     Trade Debt              $3,827

NCO Financial Systems              Trade Debt              $2,692

Bradford and Bradford, P.A.        Trade Debt              $2,280

McCannon Rogers                    Trade Debt              $2,214
Driscoll and Associates

Chicago Title Co.                  Trade Debt              $2,200

Receivables Control Corp.          Trade Debt              $1,160
For Ecolab Inc.

York Chester Investment Co.        Trade Debt                  $0

UMC Investments                    Trade Debt                  $0

City County Tax Collector          Trade Debt                  $0


CASE FINANCIAL: Chang G. Park CPA Raises Going Concern Doubt
------------------------------------------------------------
Chang G. Park, CPA, in Chula Vista, California, expressed
substantial doubt about Case Financial Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Sept. 30, 2006.  Mr. Park
pointed to the company's accumulated deficit of $10,873,309 at
Sept. 30, 2006.

Case Financial Inc. reported a $1.1 million net loss for the year
ended Sept. 30, 2006, compared with a $1.6 million net loss for
the year ended Sept. 30, 2005.  The company had no revenues for
both periods.

The decrease in net loss is mainly due to lower reported operating
expenses, interest expense and non-cash finance expenses, and the
$21,286 gain from discontinued operations in fiscal 2006, compared
with a $208,219 loss in fiscal 2005.

At Sept. 30, 2006, the company's balance sheet showed $2 million
in total assets and $3.3 million in total liabilities, resulting
in a $1.2 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $2 million in current assets available to
pay $3.3 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?186b
            
                    About Case Financial

Case Financial Inc. (OTC BB: CSE.OB) --
http://www.casefinancial.com/-- provides pre-settlement and post-
settlement litigation funding services to attorneys involved in
personal injury and other contingency litigation, conducted
primarily within the California courts.  On Sept. 30, 2005, the
company's Board of Directors approved a resolution to discontinue
the company's further investment in its Litigation Finance
Business other than the collection or other disposition of the
company's existing loan and investment portfolio.


CATHOLIC CHURCH: Fund Share and Property Sale Under Spokane Plan
----------------------------------------------------------------
The Joint Plan of Reorganization delivered by the Diocese of
Spokane, the Tort Litigants Committee, the Tort Claimants
Committee, the Future Claims Representative, and the Executive
Committee of the Association of Parishes, provides that with
respect to the $48,000,000 settlement amount, the Reorganized
Debtor will deliver to the Plan Trustee, on or before 30 days
after entry of the order confirming the Plan, loan documents
consisting of:

   (a) a Note for $48,000,000, with the first $37,000,000 bearing
       no interest before October 1, 2007, the next $10,000,000
       bearing no interest before October 1, 2007, and bearing
       interest at the rate of 6% per annum from and after
       October 1, and the last $1,000,000 bearing no interest
       before October 1, 2009.  The Note is payable:

        -- from time to time upon the receipt by the Reorganized
           Debtor of payments on, or the proceeds of, any sale or
           other disposition of any item of the Diocese's
           Collateral; and

        -- $37,000,000 due October 1, 2007, $10,000,000 due
           December 31, and the remainder on October 1, 2009;

    (b) a first priority Deed of Trust and Security Agreement;

    (c) financing statements;

    (d) Lender's Policies of Title Insurance and UCC searches
        satisfactory to the Plan Trustee; and

    (e) other documents and instruments as the Plan Trustee will
        require to evidence and secure payment of the Debtor's
        Note.

The Diocese's Collateral refers to all of the Reorganized
Debtor's interest in any real and personal property owned by or
held in the name of the Diocese as of, or acquired after, the
Closing Date.

According to United Press International, the Diocese would launch
a fundraising campaign to raise the $10,000,000.  United Press
points out, however, that this could be controversial with
Spokane Catholics, who stand to lose church buildings and schools
if the campaign fails.

The Diocese's Loan Documents and all rights and interests of the
Plan Trustee under the Documents and in the Diocese's Collateral
are referred to as the "Trust Property".

                   Allocation of Trust Property

According to the Joint Plan, the Plan Trustee will allocate:

   * all payments on the Trust Property, and all other proceeds
     of the Trust Property, attributable to the Release Portion
     of Catholic Entity Payments, the Release Portion of
     Parishes' Notes and the Insurance Settlements to a separate
     fund -- the Release Fund; and

   * all other payments on the Trust Property, and all other
     proceeds of the Trust Property, including but not limited to
     payments and proceeds attributable to the Estate's Portion
     of Catholic Entity Payments and the Estate's Portion of
     Parishes' Notes, to a separate fund -- the Estate Fund.

                        Plan Trust Reserve

After the effective date of the Plan, the Plan Trustee will
establish a reserve for the costs and expenses of administration
of the Plan Trust, fees and expenses like Professional Fees of a
Tort Claim Reviewer and the Plan Trustee, and Post-Confirmation
Professional Fees payable by the Plan Trust pursuant to reasonable
contingencies.

The Plan Trust Reserve will be funded from the Estate Fund and the
Release Fund in proportion to the amount of the Funds, after the
Estate Fund is reduced by payments of Allowed Administrative
Expense Claims for Professional Fees.

The balance of the Estate Fund and the Release Fund will be
allocated to:

   (1) a Convenience Fund for an amount equal to the sum of all
       Allowed Convenience Tort Claims, plus a reserve of $15,000
       multiplied by the number of Convenience Tort Claims that
       have not been Finally Determined -- to pay the aggregate
       Allowed Convenience Tort Claims;

   (2) Compromise Fund for an amount equal to the sum of (i) all
       Allowed Compromise Tort Claims, (ii) all Allowed Settled
       Compromise Tort Claims, (iii) all Tort Claims to which a
       Rule 9019 of the Federal Rules of Bankruptcy Procedure
       proceeding has not been determined by a Final Order, and
       (iv) the product of $45,000 multiplied by the number of
       Compromise Tort Claims that have not been Finally
       Determined -- to pay the aggregate Allowed Compromise
       Tort Claims and Allowed Settled Compromise Tort Claims;
       and

   (3) FC Fund for $1,000,000 for the Allowed Future Tort Claims-
       Initial.

The balance of the Estate Fund, net of the portion of the Plan
Trust Reserve, the Convenience Fund, the Compromise Fund, and the
FC Fund charged to the Estate Fund, will be finally and
conclusively allocated to:

    -- a Matrix Fund for payment of the aggregate Allowed Matrix
       Tort Claims and Allowed Settled Matrix Tort Claims;

    -- a Litigation Fund for the payment of the aggregate Allowed
       Litigation Tort Claims; and

    -- a Non-Releasing Litigation Fund for the payment of the
       aggregate Allowed Non-Releasing Litigation Tort Claims,

based on the relative proportions of the sum of all estimated
Matrix Tort Claims and all Allowed Settled Matrix Tort Claims; all
estimated Litigation Tort Claims; and all estimated Non-
Releasing Litigation Tort Claims.

The balance of the Release Fund -- net of the portion of the Plan
Trust Reserve, the Convenience Fund, the Compromise Fund, and the
FC Fund charged to the Release Fund -- will be finally and
conclusively allocated to the Matrix Fund and the Litigation Fund
based on the relative proportions of (a) the sum of all estimated
Matrix Tort Claims and all Allowed Settled Matrix Tort Claims, and
(b) the sum of all estimated Litigation Tort Claims.

The Tort Claim Reviewer will estimate the aggregate amount of the
Matrix Tort Claims, Litigation Tort Claims and Non-Releasing
Litigation Tort Claims by assigning each claim to a tier of the
Matrix Protocol and utilizing the mean of the range of values for
each claim in the tier.  The Tort Claim Reviewer will mail a
summary of the results of the estimation to all holders of Matrix
Tort Claims, Litigation Tort Claims, and Non-Releasing Litigation
Tort Claims and to their counsel.

After the Estate Fund and the Release Fund are allocated, the
Funds will be separately administered by the Plan Trustee.  All
Plan Trust Costs and Expenses of each Fund, including costs of
litigating or otherwise determining Tort Claims potentially
payable from the Fund, will be borne solely by the Fund.

                    Sale of Diocesan Property

On or before the Plan Effective Date:

    * all of the Diocese's interest in any real or personal
      property used by a Participating Catholic Entity whether
      held in the name of the Diocese, a Participating Catholic
      Entity or a third party;

    * all of the Diocese's interest in the Guse Trust; and

    * all of Diocese's interest with respect to the real and
      personal property subject to the Property of the Estate
      Dispute pursuant to Section 541 of the Bankruptcy Code,

will be sold to the Participating Catholic Entity which uses the
property, and in the case of the Guse Trust, to Catholic Charities
of Spokane.

The Participating Catholic Entities are Catholic Cemeteries of
Spokane, Morning Star Boys' Ranch, Immaculate Heart Retreat
Center, and Catholic Charities of Spokane.

The sale will be free and clear of all Claims, liens,
encumbrances, charges and other interests of the Diocese or any
other party pursuant to a Quit Claim Deed and Bill of Sale, in
consideration of these payments and transfers to the Reorganized
Debtor on or before the Plan Effective Date:

                                   Cash Payments on or before
Entity                            the Effective Date
------                            --------------------------
Catholic Cemeteries of Spokane    $3,400,000

Catholic Charities of Spokane     $2,000,000 (less a credit
                                   for net proceeds of the
                                   sale of St. Anne's not to
                                   exceed $550,000)

                                   Transfer by Quit Claim Deed to
                                   Debtor on or before the
                                   Effective Date

Morning Star Boys' Ranch          85% Interest in Heckett Ranch

                                   (Estimated value is
                                   approximately $425,000)

Immaculate Heart Retreat Center   85% Interest in 20-acre parcel
                                   of real property

                                   (Estimated value is
                                   approximately $425,000)

The Diocese's interest in the Section 541 Litigation with respect
to the Catholic Entity Property will merge with each Participating
Catholic Entity's title to the real and personal property upon
delivery of the Quit Claim Deed and Bill of Sale.

                         Release Payment

Each Participating Catholic Entity, except Catholic Charities of
Spokane, will make these payments and transfers to the
Reorganized Debtor on or before the Effective Date:

                                   Cash Payments on or before
Entity                            the Effective Date
------                            --------------------------
Catholic Cemeteries of Spokane    $600,000

                                   Transfer by Quit Claim Deed to
                                   Debtor on or before the
                                   Effective Date

Morning Star Boys' Ranch          15% Interest in Heckett Ranch

                                   (Estimated value is
                                   approximately $75,000)

Immaculate Heart Retreat Center   15% Interest in a 20-acre
                                   parcel of real property

                                   (Estimated value is
                                   approximately $75,000)

Moreover, all of the Diocese's interest in Parish Property,
whether held in the name of the Diocese, a Parish or a third
party, will be sold, transferred and conveyed to (a) the Parish
Entity formed by the Parish which occupies or otherwise uses the
Parish Property as designated by the Parishes with the approval
and consent of the Catholic Bishop of Spokane, or (b) if the
Parish Entity is not yet formed, to the Parish, free and clear of
all Claims, liens, encumbrances, charges and other interests of
the Diocese or any Tort Claimant claiming an interest in the
Property pursuant to a Quit Claim Deed and Bill of Sale.

In consideration of the entry of the Permanent Injunction,

    -- the Participating Parishes and their Parish Entities;

    -- Cathedral of Our Lady of Lourdes Parish, Assumption of the
       Blessed Virgin Parish, St. Augustine Parish, St. Mary
       Parish, Spokane Valley, Immaculate Heart Retreat Center;
       and

    -- Our Lady of Lourdes Parish and its Parish Entity,

will pay $2,000,000 to the Reorganized Debtor.  The Parishes and
Parish Entities will receive all benefits of the Permanent
Injunction.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  (Catholic Church Bankruptcy News,
Issue No. 76; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CHEF UNO: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Chef Uno, Inc.
        ta Ristorante Sandro
        2637 Philmont Avenue
        Huntingdon Valley, PA 19006
        Tel: (215) 947-3620
        Fax: (215) 947-3985

Bankruptcy Case No.: 07-10058

Type of Business: The Debtor operates an Italian-themed
                  restaurant.
                  See http://www.ristorantesandro.com/

Chapter 11 Petition Date: January 4, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Arsen Kashkashian, Esq.
                  Kashkashian & Associates
                  Canal Works
                  10 Canal Street, Suite 204
                  Bristol, PA 19007
                  Tel: (215) 781-9500

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor's list of its 20 largest unsecured creditors was not
available at press time.


CHENIERE ENERGY: Subsidiary to Launch Underwritten IPO
------------------------------------------------------
Cheniere Energy, Inc.'s wholly-owned subsidiary, Cheniere Energy
Partners, L.P., filed a registration statement on Form S-1 with
the Securities and Exchange Commission to become a publicly traded
partnership through a proposed underwritten initial public
offering.

The registration statement covers the offering of common units
representing approximately 8% of the limited partner interest in
Cheniere Energy Partners, L.P., with anticipated aggregate gross
proceeds of approximately $250 million.

Upon completion of the offering, the company would retain common
units representing approximately 8% of the limited partner
interest, subordinated units representing approximately 84% of the
limited partner interest, and general partner units representing
the entire 2% general partner interest in the publicly traded
partnership.

Cheniere Energy Partners, L.P. will own 100% of the Sabine Pass
LNG receiving terminal currently being constructed by Cheniere
Energy, Inc. in western Cameron Parish, Louisiana on the Sabine
Pass Channel.

Citigroup Corporate and Investment Banking, Merrill Lynch & Co.
and Credit Suisse are acting as joint book runners and
underwriters of the offering.

The offering will be made only by means of a prospectus.  When
available, a copy of the preliminary prospectus relating to the
offering may be obtained from Citigroup Corporate and Investment
Banking, Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, N.Y. 11220 tel. no. (718) 765-6732; Merrill Lynch,
Pierce, Fenner & Smith Incorporated, 4 World Financial Center, 4th
Floor, New York, New York 10080 tel. no. (212) 449-1000; and
Credit Suisse Securities (USA) LLC, One Madison Avenue, New York,
New York 10010 tel. no. (800) 221-1037.

Based in Houston, Texas, Cheniere Energy Inc. (AMEX:LNG)
-- http://www.cheniere.com-- operates a network of three, 100%  
owned, onshore LNG receiving terminals, and related natural gas
pipelines, along the Gulf Coast of the United States.  The company
is in the early stages of developing a business to market LNG and
natural gas. To a limited extent, it is also engaged in oil and
natural gas exploration and development activities in the Gulf of
Mexico.  The company operates four business segments: LNG
receiving terminal, natural gas pipeline, LNG and natural gas
marketing, and oil and gas exploration and development.

                           *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy Inc. and affirmed its 'BB' rating
on the $600 million term B bank loan at Cheniere LNG Holdings LLC,
an indirectly owned, 100% subsidiary of Cheniere Energy.  The
outlook is stable.


CLEAR CHOICE: Is Insolvent and in Default of Credit Obligations
---------------------------------------------------------------
Clear Choice Financial, Inc., is insolvent and in default on
numerous obligations.

Clear Choice has officially closed the mortgage lending offices of
its wholly owned subsidiary, Bay Capital, located in Owings Mills,
Maryland and Irvine, California.  Out of an original workforce of
over 150 people, 120 have been released.  The Company is in
default of its lease of its corporate headquarters located in
Tempe, Arizona and has been locked out of its facility and is in
default of a note with its former CEO and major shareholder
Stephen G. Luke, and is in default of a note due to the two former
owners of Bay Capital, Inc.  Its operating company, Bay Capital,
has been forced to shut down various warehouse lines of credit.

On Jan. 8, 2007, the company's Board of Directors appointed David
Birdsell as its Chief Restructuring Officer and the law firm of
Keller Rohrback as its bankruptcy, corporate and securities
counsel.  Effective Jan. 9, 2007, Mr. Andrew Formato resigned from
the Board.

"We are exploring various options to remain in business but may be
forced to declare bankruptcy if negotiations with creditors are
unfavorable," Chad Mooney, acting CEO of the company, summarized.  
"The timing of our acquisition of Bay Capital coupled with a
significant downturn in the mortgage lending market depleted our
operating capital and we have been unable to raise additional
capital to remain current on our pending obligations.  We are
assessing our various alternatives on a daily basis and do not
know how long we can continue to remain in business."

                About Clear Choice Financial

Headquartered in Tempe, Arizona, Clear Choice Financial, Inc.
(OTCBB: CLRC) -- http://www.clearchoicecorp.com/-- is a publicly   
traded company that specializes in assisting consumers with the
settlement of unsecured debt through its debt resolution business
unit.  The Company has acquired Bay Capital Corporation as part of
the company's strategy to build a comprehensive financial
solutions organization with a national presence.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Clear Choice Financial, Inc.'s independent auditor, Farber & Hass
LLP, expressed substantial doubt about Clear Choice's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended June 30, 2006 and 2005.  
The auditing firm pointed to the company's significant net loss
incurred in fiscal 2006 and working capital deficit at June 30,
2006.


CLIFTON STREET: Fitch Rates EUR12 Million Class H Notes at BB+
--------------------------------------------------------------
Fitch affirms nine classes of notes issued by Clifton Street
Finance Limited.  These affirmations are the result of Fitch's
review process and are effective immediately:

    -- EUR53,250,000 class A1 notes at 'AAA';
    -- EUR48,750,000 class A2 notes at 'AAA';
    -- EUR37,500,000 class B notes at 'AA+';
    -- EUR32,000,000 class C notes at 'AA';
    -- EUR30,000,000 class D notes at 'AA-';
    -- EUR17,500,000 class E notes at 'A';
    -- EUR15,000,000 class F notes at 'A-';
    -- EUR15,000,000 class G notes at 'BBB';
    -- EUR12,000,000 class H notes at 'BB+'.

Clifton Street is a synthetic securitization referencing a
portfolio of corporate names, directly and indirectly via single-
tranche notional credit default swaps (inner tranche CDS), and
asset-backed securities (ABS) (collectively referred to as
referenced entities). Clifton Street closed on March 5, 2005 and
is managed by KBC Investments Cayman Islands V, Ltd. The legal
maturity of the deal is April 2043, but the deal is scheduled to
amortize on or after the payment date in April 2015. The ratings
assigned to the notes address the likelihood that investors will
receive full and timely payments of interest and ultimate receipt
of principal by the legal maturity date.

The affirmations are the result of the stable performance of the
referenced entities, the credit enhancement provided by
subordination for each tranche, the strength of the
counterparties, and the transaction's sound financial and legal
structure.

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


CNET NETWORKS: Expects to File Delinquent Reports on January 29
---------------------------------------------------------------
CNET Networks Inc. expects to file restated financial statements
as well as delinquent quarterly reports with the Securities and
Exchange Commission on Jan. 29, 2007.  The company's restated
financial statements for the years ended Dec. 31, 2003, 2004, and
2005 will be filed as an amended 2005 Annual Report on Form 10-K.

The company also expects that on Jan. 29, 2007, it will file
with the Securities and Exchange Commission an amended Form 10-Q
for the quarter ended Mar. 31, 2006, as well as the delinquent
Quarterly Reports on Form 10-Q for the quarters ended June 30,
2006, and Sept. 30, 2006.  By filing on Jan. 29, 2007, CNET
Networks expects to meet the conditions of the Nasdaq Listing
Qualifications Panel for continued listing of its common stock
on The Nasdaq Global Select Market.

The company also reported that it will report its fourth quarter
and full year 2006 financial results after market close on Monday,
Jan. 29, 2007.

Headquartered in San Francisco, California, CNET Networks, Inc.
(Nasdaq: CNET) -- http://www.cnetnetworks.com/-- is an  
interactive media company that builds brands for people and the
things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.  The
Company's leading brands include CNET, GameSpot, TV.com,
MP3.com, Webshots, CHOW, ZDNet and TechRepublic.  Founded in
1993, CNET Networks has a strong presence in the US, Asia and
Europe including Russia, Germany, Switzerland, France and the
United Kingdom.

                        *     *     *

On Oct. 23, 2006, Standard & Poor's Ratings Services lowered its
ratings on CNET Networks Inc., including lowering the corporate
credit rating to 'CCC+' from 'B', and placed the ratings on
CreditWatch with developing implications.


COLLINS & AIKMAN: Court Approves IHDG Litigation Trust Accord
-------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan approved a stipulation between
Collins & Aikman Corp. and its debtor-affiliates and the IHDG
Litigation Trust.

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

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

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

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

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

As reported in the Troubled Company Reporter on Dec. 22, 2006,
Collins & Aikman Products Co. sold in March 1998 the stock of its
wholly owned subsidiary, Imperial Wallcoverings Inc., to Imperial
Home Decor Group Inc.  As part of the sale, IHDG assumed certain
liabilities associated with the business of Imperial
Wallcoverings, including workers compensation and other casualty
claims that arose prior to the sale.  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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: Wants Hayashi Recoupment Claims Pact Approved
---------------------------------------------------------------  
Collins & Aikman Corp. and its debtor-affiliates ask the Honorable
Steven W. Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan to approve their stipulation with Hayashi of
America Inc.

Before filing for bankruptcy, Collins & Aikman Products Co. sold
automotive fabric material to Hayashi of America Inc.  The
Debtors' invoice no. 96367895 directed to Hayashi totaled $334,566
on account of the fabric provided.  Hayashi disputes the stated
amount and asserts that the claimed obsolescence amount should
instead be $295,038, Ray C. Schrock, Esq., at Kirkland & Ellis
LLP, in New York, relates.

The contract underlying the Invoice provides for recoupment.  
Hayashi has asserted claims under the provision, which the
Debtors dispute.  The Recoupment Claim includes:

    -- an obsolescence claim in the amount of $39,528;

    -- an air shipment claim of $190,403 for expenses incurred to
       mitigate damages associated with the unavailability of the
       Fabric to meet customer production schedules; and

    -- a downtime charge of $77,970 for damages asserted by
       Hayashi customers as a result of the unavailability of the
       Fabric.

The parties have conducted extensive, arm's-length negotiations
to resolve the outstanding issues associated with the prepetition
liabilities and recoupment claims.  The parties have agreed that:

     * Hayashi will waive its rights, if any, to the Downtime
       Claim as it relates to the Debtors;

     * Hayashi is permitted to assert a recoupment claim in the
       full amount of the Obsolescence Claim;

     * Hayashi is permitted to assert a recoupment claim in the
       amount of $145,038 on account of the Shipment Claim;

     * the permitted recoupment claim amounts will be set-off and
       deducted from the Debtors' receivable;

     * Hayashi will pay $150,000 to the Debtors within 15
       business days after Court approval of the Stipulation.,
       which payment will satisfy in full the Debtors'
       Receivable, any and all claims that Hayashi may hold
       against the Debtors on account of the delayed availability
       of the Fabric, the Recoupment Claims and any other claims
       relating to the Invoice; and

     * The Debtors and Hayashi release each other from any and
       all claims, actions, rights or allegations with respect to
       any amounts owed to the Debtor, or the delayed
       availability of the Fabric.

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)


CORUS HARDWARE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Corus Hardware Corp.
        P.O. BOX 1028
        Catano, PR 00963

Bankruptcy Case No.: 07-00067

Chapter 11 Petition Date: January 9, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

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

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
International Steel                        $808,245
7975 Northwest 56th Street
Miami, FL 33166

West Indian Product Corp.                  $164,255
P.O. Box 364427
San Juan, PR 00936-4427

SSW Realty, Inc.                           $120,000
Calle B Lot, 21 Luchetti Park
Bayamon, PR 00961

Alabama Metal Industries Co.                $55,460
P.O. Box 11407
Birmingham, AL 35246-035

China Rey Industrial Co.                    $54,685
Corazon 11, Milaville
Rio Piedras, PR 00926

Florida Tube Corp.                          $32,667

Mendez & Company                            $21,319

Autoridad De Energia Electrica              $20,553

La Cruz Azul De Puerto Rico                 $19,854

Eastern American Insurance Agency           $10,832

Ames True Temper, Inc.                       $7,000

Triant Consulting Services                   $5,626

Puerto Rico Wire Company                     $5,380

Best Petroleum                               $4,278

Inter-Strap                                  $2,448

Lcdo. Victor M. Rivera Torres                $2,417

Ramon Pacheco                                $2,365

Priority Ro-Ro Services, Inc.                $2,215

AAA de Puerto Rico                           $2,147

Mercedes Benz Credit                         $2,045


CROWN CASTLE: Unit Inks New $250 Million Revolving Credit Facility
------------------------------------------------------------------
Crown Castle International Corp. disclosed that on Jan. 9, 2007,
its direct wholly owned subsidiary Crown Castle Operating Company
entered into a new $250 million senior revolving credit facility
which will mature on Jan. 8, 2008.

The proceeds of the loans under the New Facility may be used for
general corporate purposes, including investments, repurchases of
shares of common stock of Crown Castle and dividends.  The New
Facility remained undrawn at closing.

                        About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/
-- engineers, deploys, owns and operates shared wireless
infrastructure, including extensive networks of towers.  Crown
Castle offers wireless communications coverage to 68 of the top
100 United States markets and to substantially all of the
Australian population.  Crown Castle owns, operates and manages
over 10,600 and over 1,300 wireless communication sites in the
U.S. and Australia, respectively.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2006,
Fitch placed a BB+ rating on Crown Castle's $249,000,000 class F
Series 2006-1 commercial mortgage pass-through certificates and a
BB rating to the company's $83,000,000 Class G Series 2006-1
commercial mortgage pass-through certificates.


CROWN CASTLE: Stockholders Approve Global Signal Merger
-------------------------------------------------------
Crown Castle International Corp.'s stockholders have voted to
approve the merger of Global Signal Inc. into a subsidiary of
Crown Castle at a special meeting held on Jan. 11, 2007.  Global
Signal's stockholders also voted to approve the Merger at a
separate special meeting held on the same date.

More than 99% of shares represented at the meeting and more than
87% of the outstanding shares of Crown Castle were voted in favor
of the Merger at the Crown Castle stockholders meeting.  More than
99% of shares represented at the meeting and more than 91% of the
outstanding shares of Global Signal were voted in favor of the
Merger at the Global Signal stockholders meeting.

"We are excited about the combination of Crown Castle and Global
Signal, which will create the largest US wireless tower company
with the best-located assets in the industry, with approximately
55% and 72% of our towers in the top 50 and top 100 BTA's,
respectively," stated John P. Kelly, President and Chief Executive
Officer of Crown Castle.  "The complementary nature of the US
portfolios and our experienced management team position Crown
Castle to remain a leading provider of infrastructure to the
wireless industry.  Further, we believe this Merger will add
significant value to our shareholders by enhancing our expected
long-term revenue and cash flow growth rates."

                        About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/
-- engineers, deploys, owns and operates shared wireless
infrastructure, including extensive networks of towers.  Crown
Castle offers wireless communications coverage to 68 of the top
100 United States markets and to substantially all of the
Australian population.  Crown Castle owns, operates and manages
over 10,600 and over 1,300 wireless communication sites in the
U.S. and Australia, respectively.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2006,
Fitch placed a BB+ rating on Crown Castle's $249,000,000 class F
Series 2006-1 commercial mortgage pass-through certificates and a
BB rating to the company's $83,000,000 Class G Series 2006-1
commercial mortgage pass-through certificates.


DANA CORP: Court Approves Assumption of 11 Real Property Leases
---------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Dana Corp. and its
debtor-affiliates to assume 11 unexpired non-residential real
property leases:

   Lessor                        Address           Lease Expiry
   ------                        -------           ------------
   Circleport Reflections, LLC   Erlanger, KY        05/31/11
   Crosspoint Industrial Holding Charlotte, NC       02/28/08
   Dura-Craft Millwork, Inc.     Camden, TN          04/30/08
   Eisenhower Commerce Center    Ann Arbor, MI       07/15/08
   Johnston Properties           Elmhurst, IL        07/31/09
   Kinsley Equities II           Mechanisburg, PA    12/31/08
   Louis & Dianne Bernadicou     Stockton, CA        02/28/08
   PR I Bell Tech Industrial     Bell, CA            11/30/08
   Robert M. Sander              Blacklick, OH       07/31/09
   RREEF Management Company      Lenexa, KS          01/31/12
   Stone Mountain Industrial     Orangeburg, SC      12/31/17

All the leases comprise all of the unexpired leases currently
subject to the Dec 31, 2006, deadline, Corinne Ball, Esq., at
Jones Day, in New York, related.

The Debtors maintained that the Leases are necessary to their
business operations and may be essential to their future business
operations and restructuring efforts.  In addition, certain of
the Leases may be valuable in connection with the sale of certain
of the Debtors' businesses or otherwise may have a realizable
value for the Debtors in the market.  To preserve and maximize
the potential market value, the Debtors reserved the right to sell
and assign each Lease at a future date.

The Debtors asserted that the immediate rejection of the Leases
and turnover of the underlying properties would be disruptive and
costly at this time.

In connection with the assumption of the Leases, the Debtors
proposed to pay each lessor the applicable amount to cure all
defaults under each Lease.

                          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).


DANA CORP: Moody's Puts Low-B Ratings on Amended DIP Financing
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to the amended
$1.55 billion debtor-in-possession financing of Dana Corporation
as a Debtor-in-Possession.  The assigned ratings include a B1
rating for the $650 million (downsized from $750 million in the
original DIP facility) super priority senior secured asset based
revolving credit, and a B2 rating for the $900 million (upsized
from $700 million in the original DIP facility) super priority
senior secured term loan B.

The ratings are assigned on a point-in-time basis, will not be
monitored going forward, and, as a result, do not have an assigned
rating outlook.  While a plan of reorganization continues to be
developed, the ratings incorporate Dana's progress on identifying
restructuring components in the areas of improved pricing terms
with its OEM customers, facility rationalizations, and overhead
cost reductions which should facilitate an eventual emergence from
Chapter 11.  The ratings also continue to reflect the challenging
automotive environment for North American OEMs.

The ratings also consider the additional protection afforded DIP
lenders by the collateral package underlying both facilities, and
the benefits of a borrowing base governing availability under the
revolving credit facility.  The $650 million asset based revolving
credit facility has a super priority first lien claim on all
domestic current assets and a second lien on assets securing the
DIP Term Loan B.  The DIP Term Loan B has a super priority first
lien claim on all domestic assets (excluding current assets), 66%
of the stock of the foreign subsidiaries, and a second lien on
assets securing the asset based revolving credit facility.

Ratings assigned on a point in time basis:

Dana Corporation as a Debtor-in-Possession

    * $650 million secured revolving credit, B1

    * $900 million upsized secured term loan B, B2

The additional cash provided by the upsized term loan will be used
to provide additional liquidity to Dana over the remainder of the
life of the existing DIP facility.  This need is driven by the
impact of North American production declines during the last
quarter of 2006, and the up front cash cost of planned
restructuring initiatives in 2007.  The DIP facilities will
continue to be guaranteed by substantially all of Dana's direct
and indirect domestic subsidiaries that filed for Chapter 11
protection.  Both the revolving credit and upsized term loan B
will continue to have a maturity of the earlier of March 3, 2008,
or the date of substantial consummation of a Plan of
Reorganization.

The revolving credit is governed by a borrowing base of up to 85%
of eligible trade accounts receivables of the DIP Loan Parties,
and up to the lesser of (A) 85% of the net orderly liquidation
value of eligible inventory of the DIP Loan Parties and (B) 65% of
eligible inventory.  Due to Dana's considerable exposure to U.S.
auto OEMs the revolving credit borrowings are also subject to
concentration limits.

Moody's assessment of risk for DIP facilities addresses two
factors.  The first is the probability of the company successfully
reorganizing and emerging from bankruptcy with DIP indebtedness
being paid in full.  The second, should reorganization be
unsuccessful, is the extent of protection provided to DIP lenders
by the liquidation value and character of the collateral.

Moody's continues to expect that it is probable that Dana will
emerge from bankruptcy.  Dana is a leading global automotive
supplier of light-and heavy-drivetrain products, structures,
thermal, and sealing systems with long-standing relationships with
leading OEMs.  The revolving credit facility and additional cash
from the upsized term loan is expected to provide sufficient
liquidity through the planned reorganization.  Dana has made
progress on identifying targets for cost reduction and profit
improvements.  However, implementation of many of these
initiatives is still in process.  Restructuring targets include
renegotiated customer contracts, savings from facility closures
and consolidations, overhead cost improvements, and reductions in
labor and benefit costs.  These initiatives are expected to
primarily impact Dana's domestic debtor operations.  As a result
of these initiatives and the upsized term loan, availability under
the downsized DIP revolving credit facility is expected to be
adequate through its maturity.  Dana's international operations
are expected to remain profitable, tempered by lower expected
growth in demand in Western Europe.  Dana will also continue to
benefit from shifting its manufacturing base to lower cost
countries.  The proposed amendments to the DIP facilities also
include accommodations to permit increased secured debt at certain
foreign subsidiaries and permit the efficient repatriation of
funds from foreign subsidiaries.  The success of these efforts
will supplement domestic liquidity.

Dana continues to be exposed to North American production volumes
and the loss of market share of the Big 3 OEMs.  Dana also remains
exposed to fluctuations in its raw material costs with a limited
ability to pass increases on to customers.  While Moody's believes
the potential for labor actions which could disrupt automotive
production lessened over the recent months, the ratings reflect
the risk of a potential disruption at key customers, The proposed
amendment to the DIP facility includes modifications to the
minimum consolidated EBITDAR financial covenant ("EBITDAR" as
defined with adjustments for certain restructuring and bankruptcy
administrative costs as well as non-recurring items added back)
which delays the ramp up minimum thresholds under this test and
could provide flexibility in the event of any labor disruptions..

The B1 rating for the revolving credit benefits from the first
lien pledge of current assets and will continue to be supported by
regular borrowing base reporting, and quarterly field
examinations.  This collateral package, along with the advance
limitations contained in the borrowing base is expected to provide
strong asset protection for revolving credit lenders.  The B2
rating for the term loan considers its first claim on fixed assets
and stock of subsidiaries, as well as its second priority claim on
current assets behind the revolver.  An updated appraisal of real
estate, and machinery and equipment was not performed as part of
the facility amendment.  However, considering the net orderly
liquidation values used at the inception of the DIP facility and
the current estimated values of the stock of the foreign
subsidiaries, the term loan B continues to be adequately
supported.

Dana Corporation, headquartered in Toledo, OH, is a global
supplier of drivetrain, chassis, structural, and engine
technologies for the automotive, engine, heavy truck, off-highway,
industrial and leasing markets.  Dana Credit Corporation is a
wholly owned leasing and finance subsidiary of Dana Corporation,
which is in the process of being liquidated.  Dana has annual
sales of approximately $7.6 billion.


DANA CORP: S&P Rates $1.55 Billion DIP Facilities at BB-
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Dana Corporation's proposed $1.55 billion debtor-in-possession
facilities, which consist of:

    * a $650 million revolving credit facility and
    * a $900 million term loan,

both maturing in March 2008.

The rating reflects Standard & Poor's view of Dana's likelihood of
reorganizing in Chapter 11 bankruptcy proceedings, as well as the
level of collateral protection afforded by the assets securing the
DIP loans.

The proposed $900 million DIP term loan, which is subject to
bankruptcy court approval of an amendment to Dana's credit
agreement, reflects a $200 million addition to an existing $700
million DIP term loan, which the company obtained in March 2006.  
The incremental $200 million in proceeds would be used to improve
Dana's liquidity, which would have been stretched by increasing
production cuts by its biggest automaker customers in North
America.

Separately, Dana has notified its DIP lenders that it is reducing
the size of its DIP revolving credit facility to $650 million from
the original $750 million, largely because lower sales levels due
to the automaker production cuts have reduced the amount of
availability under the facility's borrowing base.  Dana expects to
further reduce the unused portion of its revolving credit facility
by another $50 million at a later date, reflecting planned asset
sales.

With the new DIP facilities, Dana would have $942 million of debt
and about $1.6 billion of prepetition debt which is subject to
compromise.


DELPHI CORPORATION: Former Employees Can Seek Fee Advancement
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorizes J.T. Battenberg III, Alan
S. Dawes, Paul R. Free, John G. Blahnik, Milan Belans, Catherine
Rozanski, Pamela Geller, Peter Janak, and Laura Marion, Delphi
Corp. and its debtor-affiliates' former officers and employees, to
seek advancement from the proceeds of the Insurance Policies
subject to these terms and conditions:

   (a) Any Advancements will not modify, amend, abridge, or
       compromise any term, condition, limitation, or right
       contained in the Insurance Policies;

   (b) Any Advancements will not modify, amend, abridge,
       compromise, or deprive any interested party of any right,
       protection, burden, obligation, or duty otherwise
       applicable or available under the Bankruptcy Code, or any
       other federal, state, local, or common law, statute,
       regulation, or ordinance;

   (c) From the effective date of the Order, during the pendency
       of the Debtors' Chapter 11 cases, the Former Employees and
       any other similarly situated insureds who receive any
       advancements under the Insurance Policies will submit
       reports to the Debtors and the Official Committee of
       Unsecured Creditors setting forth the amounts, if any,
       actually disbursed from the Policies, at least every 10th
       day after the close of each month;

   (d) All Advancements of defense costs will be capped at an
       aggregate amount equal to $5,000,000, without prejudice to
       the rights of the Former Employees, the Debtors, or any
       other parties-in-interest to seek or oppose additional
       advancements if and when that aggregate amount has been
       expended; and

   (e) Any Advancements of defense costs at or within the
       $5,000,000 aggregate cap will not be subject to challenge
       by the Debtors, their estates, their creditors, or other
       parties-in-interest.

The National Union Fire Insurance Company of Pittsburgh,
Pennsylvania, is permitted, but not required, to grant
advancements for Defense Costs actually and reasonably incurred
in connection with any claim entitled to coverage under the terms
of the Policies, Judge Drain rules.

The Court will address any disputes on whether the proceeds of
the Insurance Policies constitute property of the Debtors'
estates at a later date.

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


DELTA AIR: Want Huron to Provide Valuation Services
---------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to employ Huron Consulting Services LLC, practicing as
Huron Consulting Group, to provide fresh-start reporting and
valuation services to them, nunc pro tunc to December 1, 2006,
pursuant to a professional services agreement dated December 1,
2006.

SOP 90-7, Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code issued by the Accounting Standards Board of
the American Institute of Certified Public Accountants requires
the Debtors to do Fresh-Start Reporting, which includes:

   (a) recording the effects of their plan of reorganization;

   (b) revaluing their assets and liabilities in their books of
       entry;

   (c) developing an emergence balance sheet; and

   (d) early adopting any new accounting pronouncements.

Huron is a multi-disciplined consulting firm with practices in
areas including bankruptcy, financial restructuring advisory,
valuation and litigation-related services for public and private
companies, lenders, creditors, equity holders and impartial
constituents, with offices throughout the United States.

Edward H. Bastian, Delta Air Lines, Inc.'s executive vice
president and chief financial officer, relates Huron has
substantial experience in providing similar services for other
companies in Chapter 11, including airlines.  Most recently,
Huron has provided Fresh-Start Reporting services to UAL
Corporation and ATA Holdings Corp.

Michael C. Sullivan, managing director of Huron, states that
Huron's typical engagements include providing valuation,
corporate finance, restructuring and turnaround services to
companies and lenders; performing financial investigations,
litigation analysis, expert testimony and forensic accounting for
attorneys; and providing strategic planning, operational
consulting, strategic sourcing and organizational and technology
assessments in a variety of industries, including transportation,
manufacturing, healthcare, higher education, legal, consumer
products and energy.

Huron's expertise in management, finance and accounting, combined
with its understanding of the complex interests of stakeholders
in a bankruptcy proceeding, allow Huron's professionals to
provide the insight stakeholders need to weigh the risks and
benefits of various actions in a bankruptcy setting, Mr. Bastian
tells the Court.

The Debtors believe that Huron's extensive experience and
qualifications in providing the services to its clients, and the
firm's familiarity with the Debtors' industry, businesses and
financial affairs, will enable Huron to represent the Debtors in
a cost-effective, efficient and timely manner.

Mr. Bastian informs the Court that pursuant to a professional
services agreement dated January 26, 2006, Huron has provided,
and may in the future provide and be compensated for, certain
non-legal ordinary course services to the Debtors, including
advisory assistance in the interpretation and application of
generally accepted accounting principles for companies in Chapter
11, and assisting in year-end goodwill impairment analysis.  The
Debtors paid $347,421 for the services provided by Huron.

Delta recently requested Huron to expand its work scope to
include items detailed in their December 2006 professional
services agreement.  Delta has informed the Office of the United
States Trustee about the expansion.  Based on Delta's discussion
with the U.S. Trustee, Huron is seeking Court approval as a
retained professional.

The Debtors expect Huron to provide Fresh-Start Consulting, in
which Huron will:

   (a) assist management in applying Fresh-Start adjustments to,
       and disclosures for, the projected financial information;

   (b) assist management in the development of an implementation
       approach for Fresh-Start Reporting, culminating in a
       strategy and work plan for the project;

   (c) assist management in connection with its recording of
       adjustments to reflect the impact of the discharge of debt
       and other plan of reorganization requirements, including
       related tax implications;

   (d) assist management in connection with its recording of
       adjustments to assets and liabilities as required by SOP
       90-7;

   (e) assist management with its preparation of analyses
       supporting adjustments;

   (f) assist management with respect to responses to requests
       from Delta's external auditors with respect to Fresh-
       Start Reporting

   (g) assist management in connection with its determination of
       reorganization related and revaluation adjustments
       necessary to record these items to the books of entry of
       the appropriate legal entities, including, if necessary,
       preparation of supporting materials;

   (h) work with accounting, legal and tax advisors to assist
       management in determining the allocation of the earnings
       impact to separate legal entities within the Delta
       structure in accordance with statutory requirements;

   (i) assist management in connection with its estimating of
       recoveries to claimants for accrual accounting purposes,
       including comparison with Delta's claims database to
       estimate liabilities related to contingent, unliquidated
       and disputed claims;

   (j) assist management in allocation of reorganization value to
       Delta's legal entities;

   (k) assist management in preparing supporting accounting
       information for timely record keeping matters and
       financial reporting requirements;

   (l) assist management in preparing accounting information and
       disclosures in support of public financial filings such as
       Form 10-K's or 10-Q's;

   (m) assist management with regard to valuation matters that
       impact financial reporting; and

   (n) assist management with memoranda supporting accounting
       positions.

Huron will also provide the Debtors with Valuation Consulting, in
which the firm will:

   (1) assist management in the identification of tangible and
       intangible assets;

   (2) assist management with its estimate of the fair value of
       specific assets  and liabilities, including performing
       valuations of certain assets and  liabilities, as agreed
       to with management;

   (3) assist with assignment of values to reporting units, as
       required;

   (4) discuss valuation methodology and results with Delta's
       external auditors; and

   (5) assist Delta and its advisors with asset and liability
       valuation adjustments.

The Debtors have retained as financial advisors during their
Chapter 11 cases:

    -- The Blackstone Group L.P., to advise them on their capital
       raising efforts and certain valuation matters related to
       their equity; and

    -- Giuliani Capital Advisors LLC, to advise them in
       restructuring initiatives, assist in cash flow and
       liquidity forecasting and reporting and communicate with
       the various constituencies in Chapter 11.

Huron will work closely with the Debtors and each of their
retained professionals to prevent duplication of services,
Mr. Bastian assures the Court.

The Debtors will pay Huron a $290,000 monthly advisory fee, of
which $165,000 will be for Fresh-Start Consulting and $125,000
will be for Valuation Consulting.  Adjustments will be made when
appropriate.

Huron will be reimbursed for reasonable out-of-pocket expenses
incurred, on a monthly basis.

Mr. Sullivan discloses that Northwest Airlines Corporation; UAL;
and ATA Holdings have retained the firm in their Chapter 11
cases.  UAL and ATA Holdings both confirmed Chapter 11 plans
during 2006.  He states that Huron continues to provide services
to Northwest and UAL.

Mr. Sullivan assures the Court that the Huron personnel providing
services as part of the engagement team to the Debtors will not
provide services to Northwest.  He has worked with the Northwest
case in 2006 for consultation services, but has no current
involvement with Northwest.

James Lukenda, Huron managing director, is leading the Northwest
engagement and has devoted approximately five hours to the
Debtors' Chapter 11 cases, primarily for consultations on the
technical interpretation and application of general bankruptcy
accounting principles relating to the airline industry, and on
the general application of SOP 90-7.

Allen Arnett and Joseph DiSalvatore, may from time to time have
high-level consultations and discussions relating to the
application of intangible asset and liability valuation
principles generally, Mr. Sullivan says, referring to Huron
employees providing valuation services to the Debtors and
Northwest as part of separate engagement teams.  "At no time
during any of these consultations will confidential information
ever be discussed," he assures the Court.

The firm may have in the past, and will likely in the future, be
working with or against other professionals involved in the
Debtors' Chapter 11 cases.  However, none of the business
relations constitute interests materially adverse to the Debtors
in matters upon which Huron is to be employed, and none are in
connection with the Case, Mr. Sullivan tells the Court.

Huron will not accept any engagement or perform any service in
the Debtors' Chapter 11 Cases for entities other than the
Debtors.  Huron will continue to provide professional services to
entities that may be parties-in-interest to the Debtors' Chapter
11 cases, provided that the services do not relate to or have any
direct connection with, the bankruptcy cases.

Mr. Sullivan attests that Huron is a disinterested person, as
defined in Section 101(14) of the Bankruptcy Code.

                       About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTA AIR: Wants Court Approval on Bombardier Letter Agreement
--------------------------------------------------------------
After arm's-length, good faith negotiations, Delta Air Lines,
Inc., and Bombardier, Inc., have entered into a letter agreement
dated Jan. 4, 2007, which provides the foundation for a definitive
aircraft purchase and sale agreement and related documentation.

Pursuant to the Letter Agreement, Delta will purchase from
Bombardier 30 Canadair Regional Jet Series 900 aircraft model
CL-600-2D24 -- the Firm Aircraft -- with options to purchase an
additional 30 Aircraft -- the Option Aircraft.

In addition, pursuant to the Letter Agreement, Bombardier has
committed to provide firm backstop financing for Delta's purchase
of the Aircraft.

According to Richard F. Hahn, Esq., at Debevoise & Plimpton LLP,
in New York, the transactions under the Letter Agreement will
further Delta's reorganization efforts by, among other things,
permitting Delta to:

   (i) acquire the Aircraft, which are necessary for Delta's
       future operations and business, on pricing and other terms
       favorable; and

  (ii) receive the benefit of various fleet support arrangements
       with Bombardier related to training, maintenance, repair
       and other support relating to the Aircraft.

Mr. Hahn relates that the Aircraft are 76-seat regional jets,
which will permit Delta to expand into new markets that it cannot
now profitably serve and to upgrade, where appropriate, markets
being served with smaller aircraft that can support 76-seat
aircraft.

Delta relates that it seeks the U.S. Bankruptcy Court for the
Southern District of New York's authority to:

   (a) enter into the Letter Agreement; and

   (b) negotiate, execute and perform its obligations under the
       Purchase Agreement including, without limitation, to:

         * purchase the Aircraft;

         * pay certain pre-delivery payments relating to initial
           orders of the Aircraft; and

         * obtain secured postpetition financing in connection
           with the purchase of the Aircraft, and grant
           security interests, liens and administrative expense
           claims with respect to it.

Delta also seeks the Court's authority to file the Letter
Agreement and, to the extent applicable, the related agreements
under seal.  Copies of the Letter Agreement and related
agreements will be provided to the professionals to the Official
Committee of Unsecured Creditors

                  Purchase of CRJ900 Aircraft

Pursuant to the Purchase Agreement under the Letter Agreement,
Delta will purchase the 30 Firm Aircraft from Bombardier with
delivery dates ranging from September 2007 through February
2010, and will have options to purchase the additional 30 Option
Aircraft with delivery dates ranging from January 2008 through
March 2009.

The Letter Agreement sets forth a schedule for payments to be
made by Delta in connection with the delivery of each Aircraft
and further provides that, due to the applicable near-term
delivery dates for certain Aircraft, advance payments with
respect to the Aircraft will be made within five business days of
the execution and delivery of the Purchase Agreement.

Under certain terms and conditions, Bombardier will permit Delta,
at no penalty or charge, to:

   (a) reschedule the delivery dates of some of the Aircraft;

   (b) switch delivery positions for any Aircraft in lieu of
       exercising additional options in order to satisfy Delta's
       short-term delivery needs; and

   (c) convert orders for the Aircraft to Canadair Regional Jet
       Series 700 model aircraft.

                       Financing Package

Delta will not be obligated to enter into the Purchase Agreement
unless it includes a firm commitment from Bombardier to provide
Delta or its assignee with firm backstop financing for the
purchase of the Aircraft on terms acceptable to Delta and no less
favorable than those set forth in the Letter Agreement.

The Letter Agreement sets forth the interest rate and term of the
loans.  Each loan will be secured by the Aircraft financed by the
loan.

The Purchase Agreement will include the agreed-upon form of
definitive loan documentation evidencing the financing for each
of the Aircraft, including, without limitation, the terms and
conditions upon which the financing may be assignable to other
operators to which Delta assigns delivery of any Aircraft.

With respect to the financings, Bombardier, a lender arranged by
Bombardier, or any indenture or security trustee, as the case may
be, will be entitled to:

   (i) an administrative expense priority claim pursuant to
       Sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code
       with respect to Delta's obligations under the Financing
       Documentation; and

  (ii) valid first priority security interests and liens in the
       Aircraft financed under the Financing Documentation
       pursuant to Section 364(c)(2).  No other liens, including
       liens of a kind under Sections 364(d) and 364(c), will be
       granted to any third party on that Aircraft absent the
       express consent of Bombardier or the applicable assigns.

The automatic stay will be lifted, upon written notice to Delta
and the Official Committee of Unsecured Creditors, for Bombardier
to exercise remedies in the event that Delta defaults under the
Financing Documentation.

                       Additional Terms

Delta and Bombardier have agreed that, upon:

   (a) the conversion of Delta's Chapter 11 case to a case under
       Chapter 7 of the Bankruptcy Code;

   (b) Delta's filing of a plan of liquidation under Chapter 11
       of the Bankruptcy Code;

   (c) the dismissal of Delta's Chapter 11 case; or

   (d) Bombardier's termination of the Agreement resulting from
       Delta's default prior to the effective date of its plan of
       reorganization,

Bombardier's sole and exclusive remedy against Delta and its
estate will be an administrative expense claim under Sections
503(b)(1) and 507(a)(2) for Delta's obligations arising under the
Purchase Agreement.

Bombardier has agreed that, to the extent that Delta assigns its
rights in any Aircraft acquired pursuant to the Purchase
Agreement, Delta may assign certain benefits and other agreements
between Delta and Bombardier.

                       About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


D & M LAND: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: D & M Land Company, LLC
        10701 Glenwood Avenue
        Raleigh, NC 27617

Bankruptcy Case No.: 07-00054

Type of Business: The Debtor develops and manages real estate.

Chapter 11 Petition Date: January 10, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Gregory B. Crampton, Esq.
                  Nicholls & Crampton, P.A.
                  P. O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Total Assets: $6,500,000

Total Debts:  $4,950,000

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Macon M. White                   Promissory Note        $34,000
1835 Eaton Ferry Road
Littleton, NC 27850

Wake County Revenue Department   2006 Real Property     $28,085
P.O. Box 96084                   Taxes
Charlotte, NC 28296

Gaston Pointe Contractors LLC                            $4,268
1835 Eaton Ferry Road
Littleton, NC 27850

Allen & Woodall, LLP                                    Unknown

AT&T                                                    Unknown

Austin Security                                         Unknown

Bobbitt Design Build, Inc.                              Unknown

Boxley, Bolton, Garber and                              Unknown
Haywood, LLP

Cameron M. Harris & Co.                                 Unknown

City of Raleigh                                         Unknown

Core Building Company                                   Unknown

Duke Energy                                             Unknown

Verizon South                                           Unknown

Wachovia Insurance Services                             Unknown


DURA AUTOMOTIVE: U.S. Trustee Objects to Miller Buckfire Retention
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
objects to DURA Automotive Systems, Inc. and its debtor
affiliates' application to employ Miller Buckfire & Co., LLC, to
the extent the firm is seeking approval for its request to apply
to the U.S. Bankruptcy Court for the District of Delaware for its
compensation pursuant to the standard set forth under Section
328(a) of the Bankruptcy Code.

William K. Harrington, Esq., trial attorney, notes that the
Application provides that the U.S. Trustee can only object to the
fees of Miller Buckfire pursuant to the standards set forth in
Section 328.  In effect, according to Mr. Buckfire, the Debtors
are seeking to have the Court approve not only the firm's
retention, but to determine at the time of the retention that the
fees they have agreed to pay to the firm are reasonable under the
standards set forth in Section 328(a).  

The U.S. Trustee asserts that any present determination with
respect to the reasonableness of the fees is premature and
inconsistent with Sections 330 and 331, and merely serves to limit
the Court's later review of the reasonableness of the fees as
contemplated by those sections.

Instead, Mr. Harrington asserts, review and approval by the Court
should be made at an interim or final fee application hearing,
when the benefit of the firm's services and the reasonableness of
the fees can be better evaluated, with all rights of interested
parties fully preserved until then.

Mr. Harrington explains that the issue of the reasonableness of
Miller Buckfire's fees is of particular concern because the fees
requested are substantial and it is impossible at the present time
to determine if the fees are reasonable.  He notes that the firm
will be paid a monthly fee of $200,000, plus a Transaction Fee of
1% of the aggregate gross consideration from a sale of the
Debtors' assets or a flat Transaction Fee of $7,700,000 if a plan
of reorganization is confirmed.  

Mr. Harrington notes, at the present time, it is impossible for
any party to evaluate these fees as no sales have currently been
proposed by the Debtors and no plan of reorganization has been
proposed.

The U.S. Trustee also objects to the Application on these grounds:

   (i) The liability cap provisions in the Engagement Letter
       protect Miller Buckfire's exposure if indemnification does
       not apply by limiting its damages to the fees it actually
       received.  The U.S. Trustee asserts that these provisions
       are unreasonable and contrary to standard practice in the
       District of Delaware; and

  (ii) the Engagement Letter provides that the firm is providing
       services as an independent contractor and that the firm's
       employment does not create a fiduciary relationship
       between the firm and the Debtors.  The provision is
       inconsistent with Section 327(a) of the Bankruptcy Code,
       the U.S. Trustee says.  A professional employed on behalf
       of a debtor-in-possession under Section 327(a) owes
       fiduciary obligations to the debtor and its creditors to
       act solely in the best interests of the estate.

In addition, given the breadth of the client-relationships
identified by Marc D. Puntus, a managing director at Miller
Buckfire, in his affidavit, the U.S. Trustee wants the firm to
provide clarification as to its ability to take positions adverse
to Debtor's secured and unsecured creditors.

Moreover, The U.S. Trustee is concerned with certain provisions in
the Engagement Letter regarding the expenses for which Miller
Buckfire can be reimbursed.

                   Miller Buckfire Responds

Harold Neu, Esq., at Miller Buckfire, in New York, clarifies that
the firm, like other investment bankers, does not charge for its
services on an hourly basis.  The customary practice of Miller
Buckfire and other investment bankers is to charge fixed monthly
fees plus additional fees that are payable upon the occurrence of
certain transactions or events.  However, Mr. Neu notes, if there
is a Sale of substantially all assets, Miller Buckfire will
receive only the Sale Transaction Fee and not a Restructuring
Transaction Fee.

Miller Buckfire submits that its proposed fees should be approved
pursuant to Section 328(a).  Section 328(a), not Section 330, is
the section that addresses non-hourly fee arrangements such as
Miller Buckfire's.  Mr. Neu notes that there are numerous recent
cases in this District in which Miller Buckfire's monthly fees and
transaction-based fees have been approved pursuant to Section
328(a).  This engagement should not be treated differently, he
says.

Miller Buckfire also has agreed to other modifications to the
Engagement Letter that address the remaining issues raised by the
U.S. Trustee.  At the U.S. Trustee's behest:

   (i) the limited liability provision in the Engagement Letter
       is eliminated.

  (ii) the proposed order approving the application provides
       modifications to the indemnity provisions and the
       limitation of liability to conform to the orders
       customarily entered in the District of Delaware and in
       other cases involving the firm.

                     About DURA Automotive

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

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


DURA AUTOMOTIVE: Discloses David L. Harbert's Terms of Employment
-----------------------------------------------------------------
Dura Automotive Systems Inc. has informed the U.S. Securities and
Exchange Commission that it has entered into an employment
agreement with David L. Harbert as its interim vice president and
chief financial officer, which agreement is subject to the U.S.
Bankruptcy Court for the District of Delaware's approval.  

The terms of the agreement are:

   (a) The Employment Agreement will be deemed effective as of
       December 9, 2006;

   (b) As chief financial officer, Mr. Harbert will:

         * perform all duties as are consistent therewith as the
           Chief Executive Officer or the Board of Directors will
           designate;

         * report directly to Dura's chief executive officer;

         * devote his full time and attention and expend his best
           efforts, energies and skills on behalf of Dura in the
           performance of his duties and responsibilities;

   (c) Dura will pay Mr. Harbert $43,200 a month payable in
       accordance with the Company's normal payroll periods and
       procedures, but no less frequently than on a semi-monthly
       basis.  Dura, in its sole discretion, may increase
       Mr. Harbert's salary.

       Dura will pay Mr. Harbert an early termination fee should
       it elect to terminate the Employment Agreement within 90
       days of the Beginning Date.  Dura will pay Mr. Harbert in
       an amount such that the total of Salary and Early
       Termination Fee paid is equal to $2,250 per day worked by
       Mr. Harbert from the Beginning Date to the date of
       termination of the agreement;

   (d) During the course of Mr. Harbert's employment, he will
       remain a partner at Tatum.  Mr. Harbert will share with
       Tatum a portion of his economic interest in any stock
       options or equity bonus that Dura may, in its discretion,
       grant him.  He may also share with Tatum a portion of any
       cash bonus and severance the Company may, in its
       discretion, pay him, to the extent specified in that
       certain Interim Engagement Resources Agreement between
       Dura and Tatum.

       Dura will promptly reimburse Mr. Harbert directly for
       reasonable travel and out-of-pocket business expenses in
       accordance with Dura's expense reimbursement policies and
       procedures and a per diem of $50.00;

   (e) Mr. Harbert will be eligible for:

         * any 401(k) plan offered to Dura's senior management in
           accordance with the terms and conditions of that
           401(k) plan;

         * holidays consistent with Dura's policy as it applies
           to senior management; and

         * vacation accrued at 1.67 days per month.

       Mr. Harbert be exempt from any waiting periods required
       for eligibility under any benefit plan of Dura, other than
       a qualified retirement plan or if that exemption would
       otherwise cause impermissible discrimination under the
       income tax laws applicable to employee benefit plans;

   (f) Mr. Harbert must receive written evidence that Dura
       maintains directors' and officers' insurance to cover him
       in an amount comparable to that provided to senior
       management of the Company at no additional cost.  Dura
       will maintain that insurance at all times while the
       Employment Agreement remains in effect.

       Furthermore, Dura will maintain that insurance coverage
       with respect to occurrences arising during the term of the
       Employment Agreement for at least three years after the
       termination or expiration of the Employment Agreement, or
       will purchase a directors' and officers' extended
       reporting period, or "tail," policy to cover Mr. Harbert.

       Dura has also agreed to indemnify Mr. Harbert for any
       claim arising from, related to or in connection with the
       his performance of the services.

   (g) Dura or Mr. Harbert may terminate the Employment Agreement
       for any reason on at least 30 days' prior written notice.
       Mr. Harbert will continue to render services and to be
       paid during that 30-day period, regardless of who give
       that notice;

   (h) Mr. Harbert may terminate the agreement immediately if
       Dura has not remained current in its obligations under the
       Employment Agreement or the Tatum Agreement, or if Dura
       engages in, or asks him to engage in or to ignore, any
       illegal or unethical conduct;

   (i) Dura may terminate the Employment Agreement immediately
       for cause; and

   (j) Either party may terminate the agreement in the event the
       Court declines to approve the Employment Agreement on or
       before January 23, 2007.

             Service Agreement with Mr. Harbert's Firm

Dura entered into a related services agreement dated Dec. 20,
2006, with Tatum for the provision of resources and support in
connection with Mr. Harbert's employment.

The Tatum Agreement is subject to Court approval and will be
deemed effective as of Dec. 9, 2006.

Pursuant to the Tatum Agreement, Dura will pay directly to Tatum
a fee equal to 25% of Mr. Harbert's salary as partial
compensation for resources provided.  In the event Mr. Harbert
will be paid a bonus, Dura will pay Tatum, whether cash or
equity, 25% of the total bonus paid by Dura during the term of
the Tatum Agreement.

Dura will have the opportunity to make Mr. Harbert a full-time
permanent member of Dura management at any time during the term
of the Tatum Agreement entering into another form of agreement.

The Tatum Agreement will terminate immediately upon the earlier
of:

   (a) the effective date of the Termination;
   (b) expiration of Mr. Harbert's employment with Dura; or
   (c) Mr. Harbert ceasing to be a partner of Tatum.

During the 12-month period following termination or expiration
of the Tatum Agreement, other than in connection with another
agreement with the firm, Dura will not employ Mr. Harbert or
engage him as an independent contractor, to render services of
substantially the same nature as those for which Tatum is making
him available pursuant to the Agreement.  The parties agree that
a breach by Dura of this provision would result in the loss to
Tatum of Mr. Harbert's valuable expertise and revenue potential.  
Thus, in the event of breach, Tatum will be entitled to receive
liquidated damages in an amount equal to 45% of Mr. Harbert's
Annualized Compensation.

In the event a court or arbitrator, as applicable, determines
that liquidated damages are not appropriate for the breach, Tatum
will have the right to seek actual damages.  The amount will be
due and payable to Tatum upon written demand to Dura.

The Tatum Agreement defines "annualized compensation" as
Mr. Harbert's most recent annual salary and the maximum amount of
any bonus for which he was eligible with respect to the then
current bonus year.

Also, pursuant to the Tatum Agreement, Dura will provide Tatum or
Mr. Harbert written evidence that it maintains directors' and
officers' insurance covering the Partner as it covers similarly
situated executive employees of the Company.

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


EASTMAN KODAK: Onex Deal Prompts Moody's to Continue Review
-----------------------------------------------------------
Moody's Investors Service commented that it is continuing its
review for possible downgrade for the Eastman Kodak Company, which
will focus on not only the company's reported sale of the Kodak
Health Group, but also on the fundamental operating performance of
the company.

Kodak reported that it has reached an agreement to sell its Health
Group to Onex Healthcare Holdings, a subsidiary of Onex
Corporation, for up to $2.55 billion, comprised of $2.35 billion
in cash at closing, plus up to $200 million in additional future
payments if Onex achieves an internal rate of return in excess of
25% on their investment.

Moody's expects it will likely conclude its review concurrent with
the closing of the Health Group sale, which Kodak expects to occur
by June 30, 2007.

"With this Health Group sale announcement, the company has
established plans to make substantial improvements to its balance
sheet" commented John Moore, VP/Senior Analyst.

The company plans to use a portion of these sale proceeds to fully
repay its approximately $1.15 billion of secured term debt.
Because of tax-loss carry forwards, Kodak expects to obtain the
vast majority of the initial $2.35 billion cash proceeds.  At the
same time the company continues to face challenges as it invests
in new business development and transitions from a film to digital
business portfolio.

The review for possible downgrade continues to focus on the
potential Health Group sale consummation, the application of
proceeds from the Health Group sale toward debt reduction or any
other potential uses, the company's management of recurring
restructuring costs, and its prospects to grow earnings.

In addition, Moody's will focus on the potential for separation
and restructuring costs associated with the Health Group sale. The
company expects to discuss other potential uses of Health Group
sale proceeds at its investor meeting, scheduled for
Feb. 8.

Ratings on Review for Possible Downgrade:

   -- Corporate Family Rating B1
   -- Senior Unsecured Rating B2
   -- Senior Secured Credit Facilities Ba3

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services.


EASTMAN KODAK: Onex Deal Prompts S&P's Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings,
including the 'B+' corporate credit rating, on Eastman Kodak Co.
remain on CreditWatch with negative implications.

The ratings were placed on CreditWatch on Aug. 2, 2006, after the
company's disclosure that it had reached an agreement to sell its
Health Group to Onex Healthcare Holdings Inc., a subsidiary of
Onex Corp., for up to $2.55 billion.  The purchase price is
composed of $2.35 billion in cash at closing and potential
additional consideration of $200 million depending on future
operating performance of the Health Group.

The company stated that it will use some of the proceeds to
entirely pay off its $1.15 billion outstanding senior secured term
loan, but the use of the balance of the funds is still under
management review.  The transaction is expected to close in the
first half of 2007.  The Rochester, New York-based imaging
company had $3.3 billion in debt as of Sept. 30, 2006.

"Debt reduction from the proceeds of the transaction may not fully
offset what we regard as a negative shift in the company's
business portfolio," said Standard & Poor's credit analyst Tulip
Lim.

"We are concerned about this, given the weakened fundamentals of
Kodak's traditional businesses and the importance of developing
its digital operations."

In resolving the CreditWatch listing, Standard & Poor's will
include an updated assessment of the company's near- and
intermediate-term profit and cash flow potential in light of
technology migration pressures, implementation challenges, and
competition facing the remaining businesses.  

The rating agency's evaluation will also consider the ultimate use
of proceeds from the pending sale of Kodak's Health Group.


EATON VANCE: Fitch Holds BB Rating on $14 Million Class D Notes
---------------------------------------------------------------
Fitch upgrades three and affirms three classes of notes issued by
Eaton Vance CDO III, Ltd.

These rating actions are effective immediately:

    -- $86,850,204 class A-1 notes affirmed at 'AAA';
    -- $4,523,448 class A-2 notes affirmed at 'AAA';
    -- $31,000,000 class B notes upgraded to 'AAA' from 'A-';
    -- $21,000,000 class C-1 notes upgraded to 'A' from 'BBB+';
    -- $2,000,000 class C-2 notes upgraded to 'A' from 'BBB+';
    -- $14,000,000 class D notes affirmed at 'BB'.

Eaton Vance III is a collateralized debt obligation that closed
August 24, 2000 and is managed by Eaton Vance Management.  Eaton
Vance III exited its reinvestment period in August 2005 and now
has a static portfolio composed of leveraged loans (97%) and high
yield bonds (3%).  As part of the review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward.  In addition, Fitch
conducted cash flow modeling utilizing various default timing and
interest rate scenarios to measure the breakeven default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

The affirmations of the class A-1 and A-2 notes and the upgrades
to the class B, C-1 and C-2 notes are mainly due to the increase
in credit enhancement as a result of the class A-1 and A-2 notes
amortizing.  Since the reinvestment period ended, the class A
notes have collectively received approximately $211.6 million, or
70%, of their original balance.

This has caused the overcollateralization tests to increase since
the last review in September 2004.  Between the most recent
trustee report dated November 30, 2006 and the August 6, 2004
trustee report, the class A OC test increased to 181.9% from
126.1%, relative to a test level of 115%.  The class B OC test
increased to 135.8% from 114.4% with a test level of 107.4%, and
the class C OC test increased to 114.3% from 107.1% with a test
level of 103.9%.

The affirmation of the class D notes is due to the offsetting
factors of an increase in the class D OC test and deterioration in
the weighted average rating of the portfolio since the last
review.  The class D OC test increased to 104.3%, according to the
November 2006 report, from 103%, according to the August 2004
report.  During this same period the weighted average rating
declined to a 'B/B-' from 'B+/B', and is now failing its minimum
requirement of 'B+/B'.

The ratings of the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B, C-1, C-2 and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

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


ECV DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: ECV Development, LLC
        5050 Avenida Encinas, Suite 160
        Carlsbad, CA 92008

Bankruptcy Case No.: 07-00052

Type of Business: The Debtor filed for chapter 11 protection on
                  July 28, 2006 (Bankr. S.D. Calif. Case No.
                  06-02001).

Chapter 11 Petition Date: January 8, 2007

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Raymond R. Lee, Esq.
                  Suppa, Trucchi & Henein, LLP
                  3055 India Street
                  San Diego, CA 92103
                  Tel: (619) 297-7330

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ENESCO GROUP: Selling Assets to Tinicum Affiliate Under Chapter 11
------------------------------------------------------------------
An affiliate of Tinicum Capital Partners II, L.P., a private
investment partnership, has agreed in principle to a financial
restructuring for Enesco Group, Inc.

As part of the restructuring, Enesco expects to enter into an
asset purchase agreement with Tinicum, which would provide for an
affiliate of Tinicum to purchase substantially all of the assets
of Enesco and to assume certain of Enesco's unsecured liabilities.  
Under the agreement, the purchase price for Enesco's business,
operations and assets would be paid by the forgiveness of all or
substantially all of Enesco's senior secured debt.

After the transaction, substantially all of Enesco's assets would
be owned by the Tinicum affiliate, a private company.  Enesco does
not anticipate there would be any distribution to its stockholders
from the transaction.

In order to effect these transactions, Enesco and certain of its
domestic subsidiaries filed voluntary petitions for reorganization
relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, which is located in Chicago, Illinois, on Jan. 12, 2007.  
Each of the transactions is subject to the finalization and
execution of the definitive agreements and receipt of all
requisite bankruptcy court approvals.

"We are very pleased to have a financial and strategic partner in
Tinicum who shares our vision for Enesco," Basil Elliott, Enesco
President and CEO, said.  "Tinicum is well versed with the demands
and needs of our particular industry.  With their expertise and
resources, we believe Tinicum will help Enesco bring our customers
the highest quality products and customer service that they and
the marketplace require."

"We are delighted to be associated with Enesco," Terence M.
O'Toole, co-managing partner of Tinicum said.  "The company has a
long established tradition of excellence and we are excited to be
part of its continued growth.  We applaud the support and loyalty
of Enesco's extraordinary employees, customers, suppliers and
artists and we look forward to working with them."

                       About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and  
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

                          Credit Default

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

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


ENESCO GROUP: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Enesco Group Inc.
             225 Windsor Drive
             Itasca, IL 60143

Bankruptcy Case No.: 07-00565

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Enesco International Ltd.                  07-00571
      Gregg Manufacturing, Inc.                  07-00574

Type of Business: The Debtors design, manufacture, and sells
                  licensed and proprietary branded giftware and
                  home and garden d,cor products to a variety of
                  specialty gift, home d,cor, mass market, and
                  direct mail retailers.  Product lines include
                  some of the world's recognizable brands
                  including Heartwood Creek(TM) by Jim Shore,
                  Foundations(R), Pooh & Friends(R), Walt Disney
                  Classics Collections(R), Disney Traditions(R),
                  Disney(R), Border Fine Arts(TM), Cherished
                  Teddies(R), Halcyon Days(R), and Lilliput
                  Lane(TM), among others.  Products include
                  diverse lines of accent furniture, wall decor,
                  garden accessories, frames, desk accessories,
                  figurines, cottages, musicals, music boxes,
                  ornaments, waterballs, tableware, general home
                  accessories, and resin figures.

                  The company serves markets operating in Europe,
                  Australia, Mexico, Asia and the Pacific Rim.  
                  The company has subsidiaries in Europe, Canada
                  and a business unit in Hong Kong.  See
                  http://www.enesco.com/

Chapter 11 Petition Date: January 12, 2007

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtors' Counsel: Brian L Shaw, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Tow
                  321 N Clark Street, Suite 800
                  Chicago, IL 60610
                  Tel: (312) 541-0151
                  Fax: (312) 980-3888

                       -- and --

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  333 West Wacker Drive
                  Chicago, IL 60606-1285

Consolidated Financial Condition as of Nov. 30, 2006:

   Total Assets: $155,350,698

   Total Debts:  $107,903,518

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Tax                 $5,400,000
Ogden, UT 84201-0012

UPS Supply Chain Solutions(SM)   Trade Debt          $1,260,916
P.O. Box 226717
Dallas, TX 75222-6717
Fax: (913) 469-8824

Jim Shore Designs, Inc.          License Fees        $1,147,509
426 N. Main Street
Health Springs, SC 29058
Fax: (866) 665-0069

National Distribution Centers    Trade Debt            $870,866
P.O. Box 827600
Philadelphia, PA 19182-7600

United Parcel Service            Trade Debt            $834,104
Lockbox 577
Carol Stream, IL 60132-0577
Fax: (630) 851-7571

Citic Global Logistics Ltd.      Trade Debt            $610,581
11854 South Alameda Street
Lynwood, CA 90262
Fax: (310) 638-3790

Churchward Ltd.                  Trade Debt            $371,336
68/6 Moo 1
Salaya
Puthamonthon
Nadompathom, Thailand

WBE Industries Co. Ltd.          Trade Debt            $338,267
17 Lane 99
Pei Yuan Street
Tainan, Taiwan
Fax: 86-752-367929

Victradco (H.K.) Limited         Trade Debt            $337,738
Suites 828-831, Ocean Center
5 Canton Road, Tsim Sha Tsui
Kowloon, Tsinshatsui, Hong Kong
Fax: 866-2-2721-5845

China Innovation Co. Ltd.        Trade                 $311,177
No. 16 Chuang YI Road
Long Hua Town, Baoan District
ShenZhen, GuangDong
China

Disney Enterprises Inc.          License Fees          $310,068
File 55988
Los Angeles, CA 90074-5988
Fax: (818) 553-7210

Seagull D,cor Co. Ltd.           Trade Debt            $308,771
13F No. 167, Sec. 5
Ming Sheng E. Road
Taipei, Thailand
Fax: 886-2-2765-4174

Mesirow Financial                Professional          $288,130
Consulting LLC                   Services
350 N. Clark Street
Chicago, IL 60610
Fax: (312) 595-4246

KPMG LLP                         Professional          $258,000
Department 0970                  Services
P.O. Box 120001
Dallas, TX 75312-0970
Fax: (214) 840-2297

Faith Cartage Inc.               Trade                 $231,313
7401 South 78th Avenue
Bridgeview, IL 60455
Fax: (708) 458-4197

Vedder Price                     Professional          $196,733
Kaufman & Kammholz, P.C.         Services
222 North LaSalle Street
Chicago, IL 60601-1003
Fax: (312) 609-5005

Illinois Department of Revenue   Tax                   $151,118

Maritz                           Trade Debt            $149,250

Blue Cross Blue                  Insurance Plan        $128,811
Shield of Illinois

Tukaiz Litho Inc.                Trade Debt            $121,822

City Forum Enterprises Ltd.      Trade Debt            $121,281

Phoenix International            Trade Debt            $112,856
Freight Service

Federal Express                  Trade Debt            $108,592

Oracle USA                       Trade Debt            $107,323

Deloitte Touche                  Professional          $106,000
                                 Services

Taiwan Merchant (HK) Co.         Trade Debt             $88,758

American Express                 Trade Debt             $87,097

Priscilla Hillman 888            License Fees           $81,787

Hild Studios Inc.                Trade Debt             $81,034

SGS Testing Company Inc.         Trade Debt             $60,146


FORD MOTOR: Closing Plants and Cutting Jobs Ahead of Schedule
-------------------------------------------------------------
Ford Motor Co. will be implementing its cost reduction plan,
including plant closures and job cuts, earlier than scheduled,
Reuters reports, citing the company's chief executive officer Alan
Mulally.

The car company, Reuters says, is closing 16 plants and cutting
nearly 45,000 jobs in a bid to return its North American
automotive operations to profits.

According to Mr. Mulally, the plan, which spans a five-year time
frame, intends to reduce the number of vehicle platforms the
company uses around the world and increase the number of shared
parts.

Ford is set to spend $17 billion cash over the next three years in
restructuring and its automotive operations, Reuters relates.

                         About Ford Motor

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

                          *     *     *

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

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

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


FRIENDLY ICE: Appoints George Condos as President and CEO
---------------------------------------------------------
Friendly Ice Cream Corporation reported the appointment of George
M. Condos as president and chief executive officer and a member of
its board of directors, effective Jan. 8, 2007, replacing John L.
Cutter, who resigned in September 2006.

Mr. Condos brings with him 30 years of experience in the
restaurant and hospitality industry, including his most recent
position as brand officer for Dunkin Donuts.  As Brand Officer,
Mr. Condos was directly responsible for leading brand strategy and
execution for more than 4,850 franchised stores in the U.S.  Mr.
Condos started his career in operations for International Dairy
Queen, after which he joined Allied Domecq QSR, the parent company
of Dunkin Brands, in 1987, serving in various roles for U.S. and
international operations until being named Brand Officer in 2003
and served in that capacity until 2006.

"Over the past few months, we conducted an extensive, national
chief executive officer search and interviewed a number of well-
qualified candidates.  We are very excited to have attracted
George Condos, a seasoned and accomplished executive with
significant experience in the restaurant and ice cream industry,
and we welcome his leadership at this important time in our
company's history," Donald N. Smith, chairman, said.  "His efforts
in the development and marketing of over 2,000 Dunkin stores in
the Northeast have resulted in making Dunkin Donuts a powerful
brand."

Mr. Smith added, "We admire and are attracted by the many
innovations developed during George's time at Dunkin, which were
designed to create a day-long experience at Dunkin Donuts and
strengthen opportunities for and relationships with franchise
owners.  We are also impressed by his experience in the Northeast,
the core of the Friendly's base, and his desire to remain in this
area of the country.  We look forward to the fresh ideas and
experience George will offer us and our shareholders both in his
capacity as a new member of our Board of Directors and as our
President and Chief Executive Officer."

The company also granted stock options to purchase 75,000 shares
of its common stock to Mr. Condos as a material inducement to his
employment.  The non-qualified stock options were granted pursuant
to an exemption from the stockholder approval requirements set
forth in Section 711 of the American Stock Exchange Company Guide.  
The stock options have an exercise price equal to the company's
closing price on Jan. 8, 2007 and vest over a three-year period.

With principal executive office at Wilbraham, Mass., Friendly Ice
Cream Corporation (AMEX: FRN) -- http://www.friendlys.com/-- is a  
vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in 525 company and franchised restaurants throughout
the Northeast.  The company also manufactures ice cream, which is
distributed through more than 4,500 supermarkets and other retail
locations.  With a 70- year operating history, Friendly's enjoys
strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer
base.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed Friendly Ice Cream Corp.'s B3
Corporate Family Rating.


GATEWAY ACCESS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gateway Access Solutions, Inc.
        426 Mulberry Street, Suite 306
        Scranton, PA 18503
        Tel: (570) 341-9213

Bankruptcy Case No.: 07-50051

Type of Business: The Debtor (Pink Sheets: GWYA) provides tailored
                  wireless broadband solutions to businesses of
                  all sizes in small to mid-sized communities
                  across the United States.  See
                  http://www.gwya.net/

Chapter 11 Petition Date: January 9, 2007

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel II

Debtor's Counsel: Jill M. Spott, Esq.
                  Sheils Law Associates, P.C.
                  108 North Abington Road
                  Clarks Summit, PA 18411
                  Tel: (570) 587-2600
                  Fax: (570) 585-0313

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Carle, Mackie, Power                        $92,299
100 B Street, Suite 400
Santa Rosa, CA 95401

Robert S. Madia                             $51,333
9660 Old Kummer Road
Allison Park, PA 15101

Frank J. Pelly                              $43,680
150 Lake Drive, Suite 103
Wexford, PA 15090

Krisar, Inc.                                $29,929
P.O. Box 457
Hamlin, PA 14464

Unified School #312                         $29,852
414 Main Street
Haven, KS 67543

Haskell School                              $29,852

Robert S. Madia                             $28,550

PPL                                         $22,215

Education Service 12                        $21,440

Xspedius                                    $17,923

Laredo Industries                           $17,911

Education Service 9                         $17,911

Roxton Independent School District          $16,523

Yale Public Schools                         $16,523

DISH Network                                $15,876

Shawnee Heights USD                         $13,501

Lawrence Dyer                               $12,817

L.M. Beal                                   $12,728

Central Texas College                       $11,897

Westwood Medical                            $11,471


GENERAL MOTORS: Outlines Priorities for 2007 and Increases CapEx
----------------------------------------------------------------
General Motors Corp. chairman and chief executive officer Rick
Wagoner informed securities analysts that GM has made considerable
progress in its North America turnaround, and outlined 2007
priorities for the automaker's ongoing transformation.

"GM's North America turnaround plan moved faster and further than
people expected a year ago," Mr. Wagoner said.  "To be direct,
2006 needed to be a huge year for us -- and it was."

Mr. Wagoner noted that through the third quarter of last year,
GM's adjusted net income had improved by $4.2 billion to a profit
of $1.9 billion, with most of the improvement coming in North
America.  GM's improvement was also aided by strong financials and
positive results outside North America, particularly in China.  In
addition, liquidity remained strong with over $20 billion cash on
hand at the end of the third quarter.

An important area of improvement for GM in 2006 was in structural
cost.  The company far exceeded its reduction target of $6 billion
in North America on an annual running-rate basis, achieving $9
billion of cost reduction on a running-rate basis by year-end
2006.

"We expect to reflect at least $6 billion of these savings in our
2006 financials, and then realize the full $9 billion savings in
2007," Mr. Wagoner said.  "This represents a major first step in
achieving our aggressive global target of reducing structural
costs to 25% of revenue by 2010."

In fact, GM reduced its global automotive structural costs from
34% of revenue in 2005, to between 29% and 30% of global revenue
in 2006, and expects to further improve on that figure during
2007.

GM also made big moves on the revenue side of its turnaround plan
in 2006, especially in terms of its sales and marketing strategy.  
Thanks to a disciplined approach that included reduced prices,
lower incentives, and a renewed focus on products and brands, GM
achieved its U.S. retail sales target of 3 million units.  The
other big move, Mr. Wagoner noted, came with GM's introduction
last September of the best powertrain warranty of any full-line
manufacturer -- five years or 100,000 miles on every 2007 model
year GM car and light-duty truck.

"Overall, there is a lot more work to do, but we stand today in a
much more favorable position than we did just 12 months ago," he
added.

Mr. Wagoner said GM has five key priorities for 2007:

   -- Stay focused on the North America turnaround;

   -- Continue to drive aggressively in emerging markets, such as
      China, Brazil, Russia, and India;

   -- Maximize the benefits of running the business globally;

   -- Build on GM's comprehensive advanced propulsion strategy;
      and

   -- Continue to improve business results, especially improved
      earnings and cash flow.

For the North American turnaround, Mr. Wagoner pointed out that
product excellence was the most important element of the strategy,
and "will continue to remain our absolute number-one focus."  To
that end, he announced that GM's global capital spending would
increase from under $8 billion in 2005 and 2006, to between
$8.5 billion and $9 billion in 2007 and 2008.

"We have had a very positive reaction to our newest vehicles,
including the Chevy Tahoe, GMC Yukon, and Cadillac Escalade full-
size utilities, and the Saturn Outlook, GMC Acadia, and Buick
Enclave midsize crossovers," Mr. Wagoner said.

"We also swept the car and truck of the year awards at the North
American International Auto Show in Detroit with the Saturn Aura
and Chevrolet Silverado.

"The progress in the execution of our new cars and trucks around
the world is a credit to the men and women of General Motors.  And
we're going to continue raising the bar in future product, with a
particular focus on outstanding design and technology leadership,"
he added.

In terms of the global marketplace, Mr. Wagoner noted that 55% of
the company's unit sales were outside the United States in 2006,
and that this trend would likely continue.  To capitalize on this
opportunity, Mr. Wagoner said GM would continue to push hard and
build on its already strong position in emerging markets.

This worldwide sales growth will be aided by GM's continued
efforts to run its business globally, particularly in product
development, manufacturing, purchasing, and powertrain.

"This move to run the business in a globally integrated manner is,
in fact, probably the most profound change that is going on in the
company today," Mr. Wagoner explained.

"In 2007, we'll drive to accelerate the value we realize from
global integration of GM."

GM's leveraging of global resources is also a key element of the
company's drive to achieve energy diversity and environmental
leadership, as evidenced by the introduction this week of the
Chevrolet Volt concept car, an extended-range electric vehicle
based on GM's all-new E-Flex technology.

E-Flex is a family of electrically driven propulsion systems for
future small and midsize GM vehicles, and a potential "game-
changer" for GM and the auto industry, Mr. Wagoner said.

The final 2007 priority for GM is very clear: continue to improve
business results.

"The rate of improvement in our financials through three quarters
of 2006 was significant, and it needed to be," Mr. Wagoner said.  
"But no one at GM believes that hitting breakeven in North
America, or making a couple of billion in corporate net income is
'winning.'  We know we need to move to steady revenue growth,
solid earnings, consistent positive cash flow, and a stronger
balance sheet.

"We plan to make another significant step in the right direction
on these metrics in 2007," he said.

                     About General Motors Corp.

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

                           *     *     *

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

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


GRANITE BROADCASTING: Moody's to Withdraw Ratings
-------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating and
the senior secured notes rating on Granite Broadcasting
Corporation and lowered the PIK preferred stock and Probability of
default ratings.  Following these actions, Moody's will withdraw
all ratings because a voluntary petition for reorganization was
filed under Chapter 11 of the bankruptcy code.

Moody's has taken the following ratings actions:

Issuer: Granite Broadcasting Corporation

    * Corporate Family Rating -- Affirmed Caa2

    * Probability of Default Rating -- Downgraded Caa2 to D

    * 9-3/4% senior secured notes -- Affirmed Caa2 (from LGD 3,
      48% to LGD 2, 22%)

    * 12-3/4% PIK exchange preferred stock -- Downgraded Ca to C
      (from LGD 6, 99% to LGD 6, 97%)

Granite Broadcasting Corporation is a television broadcaster
headquartered in New York, New York.


GREEN VALLEY: Moody's Junks Rating on $300 Mil. 2nd Lien Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3/LGD-3 1st lien bank
facility rating and a Caa1/LGD-5 2nd lien term loan rating to
Green Valley Ranch Gaming, LLC.

The 1st lien bank facility is comprised of a $30 million 5-year
secured revolver and a $500 million 7-year secured term loan.

The $300 million 2nd lien term loan will mature in 7-1/2 years.

A B2 corporate family rating and B2 probability of default rating
were also assigned.  The ratings outlook is stable.

In addition to Green Valley's relatively small size and single
asset profile, its B2 CFR considers the highly leveraged nature of
its planned debt refinancing transaction as well as Moody's
expectation that the company will maximize its ability to use debt
as a funding source to the extent it is allowed by the new credit
agreements.  Pro forma debt/EBITDAM (before management fees) will
be over 7.0 times (x).  Leverage and coverage maintenance
covenants (debt/EBITDAM maximum allowed is initially 7.75x,
stepping down to 6.0x by March 31, 2009) will only be included in
the revolving portion of the 1st lien bank facility which is not
expected to be drawn over the next two years.  A majority of
lenders under the revolver can waive or amend financial covenants
without the approval of the holders of 1st or 2nd lien term debt.

Positive rating consideration is given to Green Valley's strong
growth trends and operating margins as well as the popularity of
the casino which has substantially completed its second major
expansion since it opened in December 2001.  The company should
start to benefit from this expansion and from the lack of
construction disruption in the first quarter of 2007, and as a
result, debt/EBITDAM has the potential to be below 6.0x by the end
of 2007.  Also considered are the repayment conditions outlined in
the credit agreements, including a cash flow sweep mechanism that
applies to both the 1st and 2nd lien bank debt and remains in
effect so long as debt/EBITDAM is greater than 5.25x.

Proceeds from Green Valley's new 1st and 2nd lien term loans will
be used to refinance outstanding obligations under the Green
Valley Second Amended and Restated Loan Agreement (about
$226 million was outstanding at Sep. 30, 2006) and to make a
special distribution in excess of $500 million to the company's
owners.  The revolving portion of the 1st lien bank facility will
be un-drawn at closing and available for other general purposes.
The transaction is expected to close in February 2007 and is
anticipated to occur regardless of the outcome of Station Casino,
Inc.'s (Ba2/on review for possible downgrade) announced management
buyout proposal.

The stable outlook considers the favorable regulatory environment,
demographics, and growth trends of the Las Vegas locals gaming
market.  It also takes into account Green Valley's pro forma
liquidity profile which includes a $30 million un-drawn revolver
and no material scheduled debt maturities other than those of the
new 1st and 2nd lien bank facilities.  However, while Green Valley
is expected to generate positive free cash flow going forward,
making debt reduction possible, ratings upside is limited at this
point given the ability of the company to continue to use debt as
a funding source to the extent they are allowed by the credit
agreements.

Green Valley Ranch Gaming, LLC owns and operates the Green Valley
Ranch Resort Spa Casino in Henderson, Nevada.  The company is
owned by GCR Gaming, LLC (an affiliate of the Greenspun
Corporation) and GV Ranch Station, Inc. (a wholly-owned subsidiary
of Station Casinos, Inc.) on a 50/50 basis.  Reported net revenues
and EBITDAM for the 12-month period ended Sep. 30, 2006 were
approximately $256 million and $110 million, respectively.


GREEN VALLEY: S&P Junks Rating on Proposed $300 Mil. Senior Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '1' recovery rating to Green Valley Ranch Gaming
LLC's proposed $530 million senior secured first-lien
credit facility, reflecting the expectation lenders would likely
achieve full (at least 100%) recovery of principal in a payment
default scenario.

At the same time, a 'CCC+' bank loan rating and '5' recovery
rating were assigned to GVRG's proposed $300 million senior
secured second-lien term loan, reflecting the expectation lenders
would likely achieve negligible (less than 25%) recovery of
principal in a payment default scenario.  Proceeds from the
proposed bank facility will be used to refinance existing bank
debt and to pay a special dividend to the company owners.

In addition, a 'B' issuer credit rating was assigned to GVRG.  The
outlook is stable.  Pro forma for the proposed bank facility, GVRG
is expected to have about $800 million in debt outstanding.

The ratings on Las Vegas-based GVRG reflect the company's reliance
on a single source of cash flow, competitive market conditions in
the Las Vegas 'locals' market, a somewhat moderating operating
environment, and significantly higher debt balances and weaker
credit measures due to the expected special dividend to owners.  
These factors are only partially tempered by Green Valley Ranch
Station's steadily improving performance of, its high quality,
good location, and solid market demographics.


GREENWICH CAPITAL: Fitch Ups Rating on $4.4 Million Certs. to B
---------------------------------------------------------------
Fitch Ratings upgrades Greenwich Capital Commercial Mortgage
Trust's mortgage pass-through certificates, series 2002-C1 as:

    -- $16 million class G to 'AAA' from 'AA';
    -- $17.4 million class H to 'AA+' from 'AA-';
    -- $14.5 million class J to 'AA-' from 'A';
    -- $20.4 million class K to 'A' from 'BBB+';
    -- $20.4 million class L to 'BBB+' from 'BBB-';
    -- $8.7 million class M to 'BBB' from 'BBB';
    -- $5.8 million class N to 'BBB-' from 'BB+';
    -- $8.7 million class O to 'B+' from 'B';
    -- $4.4 million class P to 'B' from 'B-'.

Fitch also affirms the following classes:

    -- $39.3 million class A-1 at 'AAA';
    -- $74.3 million class A-2 at 'AAA';
    -- $137.8 million class A-3 at 'AAA';
    -- $608.2 million class A-4 at 'AAA';
    -- Interest-only class XPB at 'AAA';
    -- Interest-only class XP at 'AAA';
    -- Interest-only class XC at 'AAA';
    -- $46.5 million class B at 'AAA';
    -- $11.6 million class C at 'AAA';
    -- $14.5 million class D at 'AAA';
    -- $20.4 million class E at 'AAA';
    -- $16 million class F at 'AAA'.

Fitch does not rate the $22.7 million class Q or the $15 million
class SWD-B.  The SWD-B certificate represents the non-pooled
subordinate B-note secured by the 311 South Wacker Drive loan,
which is now defeased.

The rating upgrades reflect increased credit enhancement due to
scheduled amortization and the additional defeasance of eight
loans (14.1%) since Fitch's last rating action.  As of the
December 2006 distribution date, the pool's aggregate certificate
balance has decreased 4.7 % to $1.12 billion from $1.18 billion at
issuance.  To date, 16 loans (28.7%) have defeased, including four
(19.9%) of the top 10 loans in the pool.

Currently, two loans (0.9%) are in special servicing.  The larger
specially serviced loan (0.6%) is a mixed-use property located in
Kingwood, Texas.  The loan remains current under a forbearance
agreement.

The other specially serviced loan (0.4%) is collateralized by a
retail center in Gulfport, Mississippi and is current.  The
special servicer is in the process of documenting an assumption of
the loan.


GUARANTY NATIONAL: Merger Prompts A.M. Best to Withdraw C++ Rating
------------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of C++
(Marginal) and the issuer credit rating of "b" and assigned an NR-
5 (Not Formally Followed) to Guaranty National Insurance Company.

Effective Dec. 28, 2006, Guaranty National was merged into
Security Insurance Company of Hartford.  Security is an indirect
wholly owned subsidiary of Royal & SunAlliance USA, Inc., which is
expected to be sold to Arrowpoint Capital Corp., a new company
formed by R&SA's existing management team in 2006.  All companies
are domiciled in Delaware.

R&SA's FSR of C++ (Marginal) and ICR of "b" are under review with
developing implications pending the completion of the proposed
sale to Arrowpoint Capital Corp. later in 2007.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


HAROLD OSTENSON: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Harold T. Ostenson
        Shirley M. Ostenson
        1321 South Hills Drive
        Wenatchee, WA 98801

Bankruptcy Case No.: 07-00058

Chapter 11 Petition Date: January 9, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtors' Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke
                  421 West Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Greg Holzman                               $100,000
1625 Bush Street
San Francisco, CA 94109

Jeffers, Danielson, Alyward & Sonn          $17,999
P.O. Box 1688
Wenatchee, WA 98807

Chase                                       $16,099
P.O. Box 15298
Wilmington, DE 19850-5298

Bank of America - Los Angeles               $16,099

Discover                                    $10,330

Bank of America - City of Industry          $10,330

American Express Costco                      $9,921

Macy's Visa                                  $5,660

American Express Business Management         $4,495

American Express Delta                       $3,918

Greg Holzman, Inc.                               $1


HUNTSMAN CORP: S&P Holds BB- Rating and Removes Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on Salt Lake City, Utah-based
chemicals producer Huntsman Corp. and its subsidiary Huntsman
International LLC.

The ratings were removed from CreditWatch with positive
implications, where they were placed on Sept. 29, 2006, pending
the completion of the previously announced sale of its European
base chemicals and polymers business to Saudi Basic Industries
Corp. (SABIC; A+/Stable/A-1).  The outlook is positive.

The rating actions follow the completion of the transaction, with
proceeds substantially as expected including $685 million in cash
(prior to closing adjustments) and the assumption of $126 million
of pension liabilities.  S&P views the transaction as an important
step forward in the transformation of the portfolio toward greater
reliance on differentiated product categories, while providing
meaningful cash for debt reduction.

"The positive outlook reflects our belief that the improved
business portfolio, with its increased weighting toward the
company's higher growth and more competitive business positions,
will make Huntsman increasingly resilient during industry or
economic downturns, less capital and energy intensive, and will
provide more consistent free cash generation to support growth and
additional debt reduction," said Standard & Poor's credit analyst
Kyle Loughlin.

The positive outlook indicates that we could raise the ratings if
Huntsman remains committed to a financial policy that allows for
the improvement of its balance sheet while pursuing its growth
objectives.  This commitment is a key support to higher ratings as
we do not expect that the potential sale of the U.S. commodity
petrochemical assets, if completed during the next year, to be a
deleveraging event in terms of key measures of cash flow to
adjusted debt.

Huntsman Corp. is a holding company with diverse chemical
operations that generated annual sales during 2006 of
approximately $13 billion.


IMMUNE RESPONSE: Receives $900,000 Payment from NovaRx
------------------------------------------------------
The Immune Response Corporation said that it received a milestone
payment of $900,000 from NovaRx Corporation.

Immune Response in-licensed the development and marketing rights
to the Sidney Kimmel Cancer Center's patent portfolio for cancer
cell line vaccines.  In August 2004, Immune Response then entered
into an agreement transferring those development and marketing
rights to NovaRx Corporation, a privately held company dedicated
to developing therapeutic vaccines to treat cancer.  This
agreement called for, among other things, a $900,000 payment to
Immune Response in August 2007, to be accelerated if NovaRx
achieved commercialization or financing milestones.  NovaRx
recently achieved the financing milestone, and accordingly paid
the $900,000.

"We are pleased with the progress NovaRx continues to make with
the cancer cell line vaccines," said Dr. Joseph O'Neill, President
and CEO of Immune Response.  "In addition, this milestone payment
further strengthens our balance sheet which will enable us to
further the progress of our key products NeuroVax(TM), an
investigational T-cell receptor peptide vaccine for the treatment
of multiple sclerosis, and IR103, for the treatment of human
immunodeficiency virus, both of which are at critical stages of
their development."

Headquartered in Carlsbad, California, The Immune Response
Corporation (OTCBB:IMNR) -- http://www.imnr.com/-- is an immuno-    
pharmaceutical company focused on developing products to treat  
autoimmune and infectious diseases.  The Company's lead immune-
based therapeutic product candidates are NeuroVax(TM) for the  
treatment of multiple sclerosis and IR103 for the treatment of  
Human Immunodeficiency Virus infection.  Both of these therapies  
are in Phase II clinical development and are designed to stimulate  
pathogen-specific immune responses aimed at slowing or halting the  
rate of disease progression.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,  
Levitz, Zacks & Ciceric expressed substantial doubt about The  
Immune Response'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 stockholders' deficit and comprehensive loss for each of  
the years in the two-year period ended Dec. 31, 2005.


JACK IN THE BOX: Inks New $625 Million Credit Agreement
-------------------------------------------------------
Jack in the Box Inc., as borrower, entered into a new credit
agreement, consisting of a $150 million revolving credit facility
with a five year maturity and a $475 million term loan facility
with a six year maturity, with Wachovia Bank, National
Association, as administrative agent and certain lender parties.

The Credit Agreement and related loan documents replace the
company's prior amended and restated credit agreement dated as of
Jan. 8, 2004 and related loan documents.  All commitments under
the Prior Credit Facility were terminated, all borrowings
thereunder were repaid, and all liens thereunder were released
effective Dec. 15, 2006.

The company borrowed $275 million under the new term loan facility
on Dec. 15, 2006.  Proceeds from the borrowings were used to repay
all borrowings under the Prior Credit Facility and to pay related
transaction fees and expenses, including transaction fees and
expenses associated with the credit facility established under the
new Credit Agreement.

Proceeds from the remaining available portion of the Term Loan
Facility are required under the terms of the new Credit Agreement
to be used to finance, together with cash on hand, the
consummation of the company's tender offer to repurchase a portion
of its outstanding Capital Stock, to pay fees and expenses
incurred in connection with the Tender Offer, and for ongoing
working capital requirements and other general corporate purposes.

The company has not borrowed any funds under its new revolving
credit facility.  Any borrowings under the Revolving Credit
Facility will be used for permitted share repurchases, permitted
dividends, permitted acquisitions, ongoing working capital
requirements and other general corporate purposes.  To maintain
availability of funds under the Revolving Credit Facility, undrawn
amounts under the Revolving Credit Facility will accrue a
commitment fee of between 25 basis points to 37.5 basis points per
annum, based on the company's leverage ratio.

The subsidiary Guarantors (as defined in the Credit Agreement)
have guaranteed the obligations under the Credit Agreement
pursuant to a separate guaranty agreement.  Any future direct and
indirect subsidiaries of the company, other than unrestricted
subsidiaries (as defined in the Credit Agreement) and other than
foreign subsidiaries, also are required to guarantee the
obligations under the Credit Agreement.

The obligations under the Credit Agreement are secured by a pledge
of 100% of the equity interests issued by each domestic subsidiary
owned by the company, 66% percent of the voting equity interests
issued by any first tier foreign subsidiary owned by the company,
100% of the non-voting equity interests issued by any first tier
foreign subsidiary owned by the company, and certain related
collateral, pursuant to the terms of a collateral agreement.

Each subsidiary Guarantor's obligations under the Guaranty are
secured by a pledge of 100% of the equity interests issued by each
domestic subsidiary owned by the subsidiary Guarantor, 66% of the
voting equity interests issued by any first tier foreign
subsidiary owned by the subsidiary Guarantor, 100% of the non-
voting equity interests issued by any first tier foreign
subsidiary owned by the subsidiary Guarantor, and certain related
collateral, pursuant to the Collateral Agreement.

A full text-copy of the Credit Agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?1867

A full text-copy of the Collateral Agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?1868

A full text-copy of the Guaranty Agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?1869

Headquartered in San Diego, Ca., Jack in the Box Inc. (NYSE: JBX)
-- http://www.jackinthebox.com-- operates and franchises Jack in  
the Box(R) restaurants, with more than 2,000 restaurants in 17
states.  The company also operates a proprietary chain of
convenience stores called Quick Stuff(R), with more than 50
locations, each built adjacent to a full-size Jack in the Box
restaurant and including a major-brand fuel station.   
Additionally, through a wholly owned subsidiary, the company
operates and franchises Qdoba Mexican Grill(R), with more than 300
restaurants in 40 states.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Jack in the Box Inc.'s $475 million term loan due 2012 and
$150 million revolver due 2011.  The rating is equal to the 'BB-'
corporate credit rating, which was affirmed.  The outlook is
negative.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service lowered the corporate family rating to
Ba3 from Ba2 on Jack in the Box and its probability of default
rating to B1 from Ba3.  The outlook for the ratings is stable.


JACUZZI BRANDS: Extends Solicitation Deadline Until February 6
--------------------------------------------------------------
Jacuzzi Brands Inc. has extended the expiration date of its
reported cash tender offer and consent solicitation with respect
to its 9-5/8% Senior Secured Notes due 2010.

As a result of the extension, the tender offer and consent
solicitation will now expire at 5:00 p.m., New York City time, on
Feb. 6, 2007, unless terminated or further extended.

Pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement of Jacuzzi, dated Dec. 4, 2006, as a result
of the extension of the tender offer for more than ten business
days from the scheduled expiration date of Jan. 22, 2007, the
price determination date will be extended and the total
consideration for the Notes as described in the Statement will be
recalculated.  The Total Consideration for the Notes will now be
determined as of 10:00 a.m., New York City time, on Jan. 23, 2007
unless otherwise extended.

As of 5:00 p.m., New York City time, on Jan. 9, 2007, Jacuzzi had
received tenders and consents for $379,950,000 in aggregate
principal amount of the Notes, representing 99.99% of the
outstanding Notes.

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

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

   ii) the receipt by affiliates of Apollo of $985 million in new
       debt financing relating to the transactions and the
       availability of funds therefrom to pay the tender offer
       consideration described above.

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

The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related
Consent and Letter of Transmittal, copies of which may be obtained
by contacting D.F. King & Co., Inc., the Information Agent for the
tender offer and consent solicitation, at (212) 269-5550 or (800)
859-8509.

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Manager and Solicitation Agent for the
tender offer and consent solicitation: Credit Suisse Securities
LLC, which may be contacted at (800) 820-1653 (toll-free) or at
(212) 538-0652.

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

                        *     *     *

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


JAMES MCCLAIN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James M. McClain, Sr.
        2003 Whitelake Drive
        Fredericksburg, VA 22407

Bankruptcy Case No.: 07-30088

Chapter 11 Petition Date: January 10, 2007

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: Robert Easterling, Esq.
                  2217 Princess Anne St., Ste. 100-2
                  Frederickburg, VA 22401
                  Tel: (540) 373-5030
                  Fax: (540) 373-5234

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
HomEq                         2nd trust holder           $42,140
4837 Watt Avenue                                  secured value:
North Highlands, CA 95660                               $425,000

Dea Carpenter                 Claim against              $26,295
c/o S. Keith Barker, P.C.     vendor
P.O. Box K150
Richmond, VA 23288

Courthouse Road Properties    Guarantee on lease         $17,636
LLC
c/o W. J. Vakos & Company
4840 Southpoint Drive
Fredericksburg, VA 22407

WFLS/WWUZ/WYSK                Advertising                $15,263
616 Amelia Street
Fredericksburg, VA 22401

EMC Credit                    Credit card                 $9,701
P.O. Box 27306
Raleigh, NC 27611

BB&T                          Credit card                 $8,598
P.O. Box 2306
Wilson, NC 27894

Falcon Realty Investments     Guarantee on lease          $7,041
LLC
c/o Sullivan Properties Inc.
725 Jackson Street
Fredericksburg, VA 22401

Spotsylvania County           Personal property           $1,800
Treasurer
P.O. Box C-9000
Spotsylvania, VA 22553

BB&T                          Credit Line                   $925
P.O. Box 2306
Wilson, NC 27894

Pritchard & Fallin, Inc.      Air conditioning              $509
P.O. Box 256
Callao, VA 22435

Hampton Hill POA              Association dues              $440
P.O. Box 153
Kinsale, VA 22488


KL GROUP: Three Hedge Fund Principals Indicted in S.D. Florida
--------------------------------------------------------------
A federal grand jury in the Southern District of Florida indicted
Jan. 10 three principals of KL Group LLC, reports said.

The three principals, Won Sok Lee, Yung Bae Kim, and his brother
Jung Bae Kim also known as John Kim, controlled these hedge funds:

   -- KL Group Fund LLC,
   -- KL Financial Group Florida LLC,
   -- KL Financial Group DB Fund LLC,
   -- KL Financial Group DC Fund LLC,
   -- KL Financial Group IR Fund LLC, and
   -- KL Triangulum Group Fund LLC.

The principals also controlled these unregistered hedge fund
investment advisers: K.L. Group LLC, KL Florida LLC, and KL
Triangulum Management LLC.

The defendants in the case are John B. Kim, Won Sok Lee, Yung B.
Kim, KL Group, KL Florida, KL Triangulum Management, and Shoreland
Trading.

They were accused of raising from 2000 to March 2005 more than
$194 million from 250 investors by boasting annualized returns of
125% to $150% when in fact, the hedge funds were losing.

John Kim faced a 35-count indictment including wire fraud, mail
fraud, money laundering, and conspiracy.

Won Sok Lee and Yung Kim fled the county in 2005.


KNOLOGY INC: Inks Agreement to Acquire PrairieWave for $255 Mil.
----------------------------------------------------------------
Knology, Inc. has entered into a definitive agreement to acquire
PrairieWave Communications.  Knology will pay cash consideration
of $255 million, subject to customary closing adjustments.

PrairieWave currently serves approximately 57,000 residential
customers and 7,200 business customers in two primary market areas
surrounding Sioux Falls and Rapid City, South Dakota.  These
customers represent over 156,000 broadband connections, including
approximately 70,000 voice, 46,000 video and 40,000 internet
connections.  Knology expects the transaction to close in the
second quarter of 2007, subject to the satisfaction of closing
conditions, including the receipt of regulatory approvals with
respect to the municipal franchises.

"This is an exciting transaction for our company," said Rodger L.
Johnson, President and Chief Executive Officer of Knology, Inc.
"PrairieWave is a highly successful, customer-focused business
that will expand Knology's footprint by adding meaningful scale to
our existing operations.  PrairieWave has achieved excellent
bundled penetration and attractive EBITDA and free cash flow
margins, and we believe this acquisition will complement our
continued focus on organic growth in the existing Knology
markets."

Bruce Herman, president and chief executive officer of PrairieWave
Communications said, "We have worked extremely hard to build an
exceptional business and believe it is the right time to combine
with Knology in order to maximize the benefit to our employees,
our customers and our investors.  This transaction will strengthen
our business and provide more resources to better serve our
customers."

Credit Suisse acted as financial advisor to Knology and has
provided a financing commitment for the transaction.  PrairieWave
was advised by Daniels & Associates, L.P.

                      About PrairieWave

PrairieWave Communications -- http://www.prairiewave.com/--  
provides telephone, cable television, Internet, phone directory
and cable advertising services for residential and business
customers in the Rapid City and Sioux Falls, South Dakota regions,
including parts of Minnesota and Iowa.  With its proprietary
network, approximately 400 employees and 16 local offices,
PrairieWave is dedicated to enhancing the quality of life for its
customers and supporting the economic development of their
communities by providing reasonably priced, advanced
communications services to their homes and businesses.

                          About Knology

Headquartered in West Point, Georgia, Knology Inc. --
http://www.knology.com/-- provides interactive communications and  
entertainment services in the Southeast.  Offerings include over
200 channels of digital cable TV, local and long distance digital
telephone service with the latest enhanced voice messaging
features, and high-speed Internet access, which enables consumers
to quickly download video, audio and graphic files using a cable
modem.  Knology's fiber-based business products include Passive
Optical Network, which supplies IP architecture with segmented
voice and data bandwidth, and Managed Integrated Network
Solutions, an integrated IP-based technology that converges data
and voice.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Moody's Investors Service changed Knology, Inc.'s outlook to
developing after the company's disclosure of its $255 million cash
acquisition of PrairieWave.  Knology's B2 corporate family rating
reflects the company's lack of scale, financial risk, and concerns
over competition, offset by the company's upgraded network, high
penetration of multiple services, and reasonable diversification
of cash flow among its markets relative to other companies of
similar size.

At the same time Standard & Poor's Ratings Services affirmed its
ratings, including the 'B' corporate credit rating for Knology
Inc.  This comes after Knology's disclosure that it signed a
definitive agreement to acquire the stock of unrated PrairieWave
Communications for $255 million in cash.  Standard & Poor's expect
the transaction to close during the second quarter of 2007.  The
outlook remains stable.  Total debt was $273 million as of
Sept. 30, 2006.


LB COMMERCIAL: Fitch Affirms Low-B Ratings on $60.5 Mil. Certs.
---------------------------------------------------------------
Fitch Ratings upgrades LB Commercial Mortgage Trust's commercial
mortgage pass-through certificates, series 1998-C1 as:

    -- $34.6 million class G to 'AA' from 'A';
    -- $17.3 million class H to 'A' from 'BBB+'.

These classes are affirmed by Fitch:

    -- $495.7 million class A-3 at 'AAA';
    -- Interest only class IO at 'AAA';
    -- $86.4 million class B at 'AAA';
    -- $86.4 million class C at 'AAA';
    -- $90.7 million class D at 'AAA';
    -- $34.6 million class E at 'AAA';
    -- $51.8 million class F at 'AAA';
    -- $43.2 million class J at 'BB-';
    -- $17.3 million class K at 'B-'.

Class L at $17.3 million remains at'C/DR6'.  Fitch does not rate
the $5.7 million class M certificates.  Classes A-1 and A-2 have
paid in full.

The upgrades reflect increased subordination levels due to loan
payoffs, scheduled amortization as well as the additional
defeasance of five loans (5.3%) since Fitch's last rating action.
Since issuance, 39 loans (24.6%) have defeased.  As of the
December 2006 distribution date, the collateral balance has been
reduced 43.2% to $980.9 million from $1.73 billion at issuance; an
additional 2.8% since Fitch's last rating action.

Currently, two assets (1.9%) are in special servicing.  The
largest specially serviced asset (1.5%) is a retail center in
Kansas City, MO and is real estate owned.  As of December 2006
occupancy was 61%, the special servicer is attempting to increase
occupancy at the property before listing it for sale.

The second largest specially serviced asset (0.4%) is an REO
office property in Nashville, TN.  The December 2006 occupancy was
53% and the special servicer is also working to increase occupancy
before listing it for sale.

An additional specially serviced asset (0.29%) located in
Youngstown, OH was disposed of in December 2006.

Fitch projected losses on the specially serviced assets are
expected to deplete class M and significantly impact class L.


LENOX GROUP: S&P Downgrades Ratings and Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit  
rating on Eden Prairie, Minnesota-based collectibles company Lenox
Group Inc. to 'CCC+' from 'B+'.  The rating on the senior secured
debt was lowered to 'B-' from 'BB-' and the recovery rating was
affirmed at '1', indicating expectations for a full recovery of
principal.  All ratings were removed from CreditWatch, where they
were placed with negative implications on Nov. 3, 2006.  The
outlook is developing.  About $96.3 million total debt was
outstanding at Dec. 30, 2006.

"The downgrade reflects the company's recent announcement that
fiscal 2006 will be materially weaker than expected, near-term
liquidity concerns, and expectations for ongoing operating
challenges," said Standard & Poor's credit analyst Bea Chiem.  The
company is currently seeking a waiver for non-compliance with
financial covenants for the period ended Dec. 2006 and will likely
need to seek an amendment on covenants for future periods.

Lenox continued to experience inventory management issues and weak
retail sales during the fourth quarter of 2006, seasonally the
company's strongest selling period.  In addition, we are very
concerned about the company's near-term liquidity.  At Dec. 30,
2006, Lenox had minimal cash and is limited to the available
borrowing base on its $175 million asset-based revolver.  The
company stated that it is working with Berenson & Company LLC to
secure the waiver.  Furthermore, it is likely the negative impact
from the company's inventory issues (which resulted in canceled
orders during the key holiday selling season) will continue into
the first quarter of 2007.

The ratings on Lenox Group Inc. reflect its near-term liquidity
issues, narrow business focus, declining channel sales, and
leveraged financial profile.

Lenox is a leading designer, wholesaler, and retailer of
collectibles and tabletop products.  The company was originally
incorporated under the name Department 56 Inc., and has since
changed its name to Lenox Group Inc. following the acquisition of
all the capital stock of Lenox Inc. from Brown-Forman Corp. in
September 2005.  With about $500 million in annual sales, Lenox
remains a relatively small participant in the $1.2 billion U.S.
collectibles, and $4.9 billion U.S. tabletop industries, both of
which have numerous smaller participants and are characterized by
high levels of competition.  The company sells its products
primarily through gift and specialty retailers (43% of sales) and
department stores (40% of sales).  Lenox's historical sales base
in ornaments and collectibles has been declining in recent years
because of the shrinking size of the specialty retailer channel
and reduced consumer demand.  Sales in the tabletop segment have
also been negatively affected by private label competition and
consolidation in the department store channel.


LEVEL 3: Lenders Agree to $490 Million Debt-for-Equity Swap
-----------------------------------------------------------
Pursuant to an exchange agreement, Southeastern Asset
Management, on behalf of certain investment accounts, and Legg
Mason Opportunity Trust have agreed to exchange $490 million
aggregate principal amount of Level 3 Communications, Inc.'s 10%
Convertible Senior Notes due 2011 for a total of approximately
160.1 million shares of Level 3's common stock, equivalent to
approximately 326.78 shares per $1,000 note, and the payment of
accrued and unpaid interest on the notes to the closing date.

The shares of common stock to be issued under this agreement are
exempt from registration pursuant to Section 3(a)(9) under the
Securities Act of 1933, as amended.

The notes are currently convertible into shares of Level 3's
common stock at a rate of 277.77 shares per $1,000 note.

As a result of the exchange, the company expects to reduce its
2007 cash interest expense by approximately $47 million.  The
notes are callable by the company on May 1, 2009.

"This transaction is positive for our company as it helps us
delever and reduce interest expense," said Sunit S. Patel, CFO of
Level 3.  "Throughout 2007, we expect to continue taking steps
operationally and financially to improve our financial position."

                          About Level 3

Headquartered in Bloomfield, Colorado, Level 3 Communications,
Inc. (Nasdaq: LVLT) -- http://www.Level3.com/-- an international
communications company, provides Internet connectivity for
millions of broadband subscribers.  The company provides a
comprehensive suite of services over its broadband fiber optic
network including Internet Protocol services, broadband transport
and infrastructure services, colocation services, voice services
and voice over IP services.

                            *    *    *

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
$650 million of 9.25% senior notes due 2014 issued by Level 3
Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.


MARCAL PAPER: Hires Windels Marx as Special Regulatory Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
gave Marcal Paper Mills Inc. permission to employ Windels
Marx Lane & Mittendorf LLP, as its special regulatory and
environmental counsel.

Windels March is expected to represent the Debtor in its
regulatory, environmental antitrust and other litigation and
administrative law matters.

The Debtor paid the firm a chapter 11 retainer of $50,000.

Gary F. Eisenberg, Esq., a partner at the firm, will bill $400 per
hour for the engagement.  Mr. Eisenberg also discloses the firm's
professionals billing rates, including:

     Professional               Designation     Hourly Rate
     ------------               -----------     -----------
     Samuel G. Destito, Esq.      Attorney          $495
     Craig P. Murphy, Esq.        Attorney          $490
     Anthony R. Coscia, Esq.      Attorney          $495
     Edward Shea, Esq.            Attorney          $475
     Leo Motiuk, Esq.             Attorney          $360
     John Holden, Esq.            Attorney          $300   
     
Mr. Eisenberg assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Eisenberg can be reached at:

     Gary F. Eisenberg, Esq.
     Windels Marx Lane & Mittendorf LLP
     120 Albany Street Plaza
     New Brunswick, New Jersey, 08901
     Tel: (732) 846-7600
     Fax: (732) 846-8877

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.


MARCAL PAPER: Court Approves Getzler Henrich as Consultant
----------------------------------------------------------
Marcal Paper Mills Inc. asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to retain Getzler Henrich &
Associates LLC as an approved consultant pursuant to Section
327(a) of the Bankruptcy Code.

The Debtor has negotiated a postpetition financing agreement with
an affiliated entity of one of its subordinated lenders, Highland
Financial Corp.  As a condition to granting the DIP loan, Highland
required the Debtor to retain a consultant with restructuring and
industry experience.

As consultant, Getzler Henrich will:

     a) consult with the Debtor's management, financial advisors
        and Board of Directors and be substantially involved in
        the development of all strategic efforts, business plans,
        material operations, projections (financial or otherwise),
        financial statements, budgets, restructuring efforts,
        asset sales or other reports prepared by the Debtor's
        employees;

     b) monitor the Debtor's business operations;

     c) after notice to and consultation with the Board, make
        weekly reports to, among others, the Agent, Lender and
        directly to the Debtor's management, financial advisors
        and the Board;

     d) engage in a regular dialogue with Agent's financial
        advisors (including, without limitation, Barrier Advisors)
        with respect to financial and operational aspects of the
        Debtor as well as conclusions with respect thereto; and

     e) approve a report and revised business plan for the
        Debtor's sales organization which includes these policies
        and procedures:

            -- an analysis of net sales results and selling
               expenses by quarter for fiscal year 2006 and the
               first quarter of fiscal year 2007, and a
               prospective analysis on budget plans for the second
               through fourth quarters of fiscal year 2007 (by
               product family and major customer), which analyzes
               significant trends and issues; occurring with the
               product family or customer that have impacted or
               are currently impacting results and covers impacts
               on volume, pricing, collections and profitability;

            -- an assessment of the place of Debtor's products in
               the market and market trends, and a comparison
               between Borrower's products and its competitors'
               products;

            -- an effectiveness analysis for the last twelve
               months of all selling expense related programs,
               including, without limitation, business
               development, promotional, and discounting programs
               by customer and product family with measurements of
               each program by total cost and margin impact, as
               well as changes in spending levels versus changes
               in volume and net pricing;

            -- a revised set of sales organization policies and
               procedures demonstrating how the Debtor intends to
               revise and gain control over pricing, selling
               expense programs, customer relationship management,
               market research, and new product marketing and
               sales, accompanied by a listing of required new
               hires, reassignments, and associated costs of
               implementation, and a project timeline for
               implementation of these revisions showing key
               milestones, which shall be monitored by the
               Approved Consultant;

            -- a proposed revised sales organization compensation
               and incentive plan accompanied by an assessment of
               how each change to this plan will better align the
               interests of the sales organization with the
               Debtor's interests; and

            -- confirmation that production capabilities by
               product compliment the product sales forecast.

Getzler Henrich professionals' hourly billing rates are:

       Designation                         Hourly Rate
       -----------                         -----------
       Principal/Managing Director         $385 - $500
       Director                            $335 - $445
       Associate                           $235 - $335

William Henrich, at Getzler Henrich, assures the Court that his
firm does not hold or represent any interests adverse to the
debtor, its creditors or estate and is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code.

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.


MEDICAL STAFFING: Case Summary & 46 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Medical Staffing Solutions, Inc.
        8150 Leesburg Pike, Suite 1200
        Vienna, VA 22182
        Tel: (703) 641-8890

Bankruptcy Case No.: 06-11822

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      TeleScience International, Inc.          06-11823
      Nurses Onsite Corporation                06-11821               

Type of Business: Medical Staffing Solutions, Inc. (OTC-BB: MSSI),
                  operates two subsidiaries, TeleScience
                  International, Inc. and Nurses PRN.

                  Based in Vienna, Virginia, TeleScience
                  International is a government contractor that
                  provides medical staffing services to state and
                  federal government agencies.  TeleScience staffs
                  over 200 employees with operations in over 40
                  locations across 22 states.

                  Nurses PRN, which was acquired by MSSI in 2005,
                  is a provider of nurse staffing services to
                  acute care facilities nationwide.  The company
                  operates a network of 13 staffing locations in 9
                  states, serving over 200 hospitals.  These
                  locations primarily focus on placing per diem
                  nurses on an 'as needed' basis to hospitals
                  facing a critical shortage of staff nurses.
                  Nurses PRN employs over 1,200 nurses and 30
                  executive, management and administrative staff.

                  See http://www.telescience.com/

Chapter 11 Petition Date: December 27, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtors' Counsel: Linda Dianne Regenhardt, Esq.
                  Gary & Regenhardt PLLC
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182-2409
                  Tel: (703) 848-2828
                  Fax: (703) 893-9276

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Medical Staffing Solutions, Inc.'s 18 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $432,400
P.O. Box 105703
Atlanta, GA 30348-5703

B.B. Sahay                                  $95,500
8150 Leesburg Pike
Vienna, VA 22182

Premium Financing                           $87,389
P.O. Box 905131
Charlotte, NC 28290

Ellis & Preston Gates                       $83,458
1735 New York Avenue, Suite 500
Washington, DC 20006

Kirkpatrick & Lockhart                      $68,077
201 South Biscane Boulevard, Suite 2000
Miami, FL 33131

David & Brody                               $39,241

Joseph & Levine Bagell                      $38,839

Kemron Environmental, Inc.                  $31,181

American International Group                $27,879

Nurses PRN                                  $27,768

Seyfarth Shaw                               $27,221

Carefirst Blue Cross Blue Shield            $26,357

Clearview Staffing Software                 $16,150

The Hartford                                $13,350

Broadlane, Inc. SS                          $12,610

Agoracom Investor                            $5,000

DC Office of Unemployment                    $4,741

Broadlane, Inc. TX                           $4,849

B. TeleScience International, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $432,400
P.O. Box 105703
Atlanta, GA 30348-5703

B.B. Sahay                                  $95,500
8150 Leesburg Pike
Vienna, VA 22182

Ellis & Preston Gates                       $83,458
1735 New York Avenue, Suite 500
Washington, DC 20006

Kirkpatrick & Lockhart                      $68,077
201 South Biscane Boulevard, Suite 2000
Miami, FL 33131

David & Brody                               $39,241
12355 Sunrise Valley Drive, Suite 650
Reston, VA 20191

Joseph & Levine Bagell                      $38,839

Premium Financing                           $31,631

Kemron Environmental, Inc.                  $31,181

American International Group                $27,879

Nurses PRN                                  $27,768

Seyfarth Shaw                               $27,221

Carefirst Blue Cross Blue Shield             $6,013

Agoracom Investor                            $5,000

DC Office of Unemployment                    $4,741

Hartford Insurance                           $4,126

Deltek Systems, Inc.                         $3,333

JAMS, Inc.                                   $3,025

Selvan, Inc.                                 $2,696

Department of Veterans Affairs               $2,606

Law Offices of David Jaynes                  $2,500

C. Nurses Onsite Corporation's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Premium Financing                           $55,758
P.O. Box 905131
Charlotte, NC 28290

Carefirst Blue Cross Blue Shield            $20,344
P.O. Box 79779
Baltimore, MD 21279

Broadlane, Inc.                             $17,459
P.O. Box 915115
Dallas, TX 75391

Clearview Staffing Software                 $16,150
16801 Addison Road
Addison, TX 75001

The Hartford                                $13,350
P.O. Box 2907
Hartford, CT 06104

Florida Department of Revenue                $4,475

Covad Communications                         $1,536

Bell South                                   $1,439

UPS                                          $1,100

Forte Interactive                              $828

Reliant Energy                                 $687

Milner Document Products                       $653

Pitney Bowes                                   $560

LISTS                                          $452

AT&T                                           $432

Florida Power & Light                          $358

HC Pro                                         $323

DS Waters of America                           $119

Jefferson Parish Water                          $57


MEDICAL TECH: Posts $310,501 Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Medical Technology and Innovations Inc. filed its financial
statements for the first quarter ended Sept. 30, 2006, with the
Securities and Exchange Commission on Jan. 11, 2007.

Medical Technology and Innovations Inc. reported a $310,501 net
loss for the quarter ended Sept. 30, 2006, compared with a
$464,500 net loss for the same period in 2005.

The company reported no revenues in both periods.

At Sept. 30, 2006, the company's balance sheet showed $1.8 million
in total assets and $2 million in total liabilities, resulting in
a $234,366 total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.7 million in total current assets
available to pay $2 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?186d

                        Going Concern Doubt

Stegman & Company in Baltimore, Maryland, expressed substantial
doubt about Medical Technology and Innovations Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended June 30, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net working capital deficit.

                      About Medical Technology

Medical Technology & Innovations Inc., formerly known as  
Southstar Productions Inc., was incorporated in the state of
Florida in January 1989.  Prior to Sept. 6, 2002, the company
operated two wholly-owned subsidiaries, Medical Technology Inc.
and Steridyne Corporation.

The company manufactured and distributed the PhotoScreener, which
is a specialized Polaroid-type instant film camera designed to
detect conditions that lead to amblyopia  and other eye disorders.  
Steridyne was a manufacturer and distributor of thermometer
sheaths, probe covers, and anti-decubitus gel cushions.  Steridyne
also distributed both glass and digital thermometers.

Between Sept. 6, 2002, and July 25, 2005, the company ceased
operations except for liabilities associated with the
LensCrafters' litigation and the liabilities associated with other
litigation which the company is a party to.


MERRILL LYNCH: Moody's Holds Rating on $1.015 Mil. Certs. at B3
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of seven classes of Merrill Lynch Financial
Assets Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-Canada 11 as:

    - Class A, $206,012,068, Fixed, affirmed at Aaa
    - Class X, Notional, affirmed at Aaa
    - Class B, $6,100,000, Fixed, upgraded to Aaa from Aa2
    - Class C, $7,500,000, Fixed, upgraded to Aa2 from A2
    - Class D, $6,800,000, Fixed, upgraded to Baa1 from Baa2
    - Class E, $2,370,000, Fixed, upgraded to Baa2 from Baa3
    - Class F, $2,377,000, Fixed, affirmed at Ba1
    - Class G, $2,370,000, Fixed, affirmed at Ba2
    - Class H, $1,355,000, Fixed, affirmed at Ba3
    - Class J, $2,370,000, Fixed, affirmed at B2
    - Class K, $1,015,000, Fixed, affirmed at B3

As of the December 12, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 10.4%
to $242.7 million from $270.9 million at securitization.  The
Certificates are collateralized by 48 mortgage loans ranging in
size from less than 1.0% to 8.2% of the pool, with the top 10
loans representing 45.7% of the pool.  The collateral primarily
consists of the conduit component, representing 99.4% of the pool.
The balance, 0.6% of the pool, has defeased and is collateralized
by Canadian government securities. T here have been no realized
losses since securitization and no loans in special servicing.
Eight loans, representing 18.3% of the pool, are on the master
servicer's watchlist.

Moody's was provided with partial and full year 2005 operating
results for 40.4% and 48.9% of the pool respectively.  Moody's
loan to value ratio is 76.3%, compared to 79.5% at securitization.  
Moody's is upgrading Classes B, C, D, and E due to improved pool
performance, amortization, defeasance and increased credit
support.

The three largest loans represent 19.2% of the pool.  The largest
loan is the Poco Place Loan ($19.9 million - 8.2%), which is
secured by a mixed use development including a 98,000 square foot,
one-story shopping center component and a 66,000 square foot,
seven-story office building component.  Built in 1980 and
renovated in 1995, the property is located 21 miles East of
Vancouver in Port Coquitlam, British Columbia.  The center
includes Michael's (13.0% GLA; lease expiration 2011), Pier 1
Imports (7.4% GLA; lease expiration 2013) and Planet Organic (4.9%
GLA; lease expiration 2013).  Key office tenants include Hong Kong
Bank of Canada (7.6% NRA; lease expiration 2009), London Life
Insurance Company (3.3% NRA; lease expiration 2009), Canada Trust
(3.0% NRA; lease expiration 2008) and Canada Life (3.0% NRA; lease
expiration 2007).  The center was 90.0% occupied as of September
2006, compared to 94.0% at securitization.  The borrower is
Narland Properties Limited.  The loan amortizes on a 300-month
schedule. Moody's LTV is 75.6%, compared to 84.9% at
securitization.

The second largest loan is the Cominar Industrial Portfolio Loan
($15.6 million - 6.4%), which is secured by nine industrial
properties and one office property totaling 569,000 square feet.  
The properties were built between 1962 and 1991.  Eight of the
nine industrial properties are located in the Montreal metro area
and the other is located in greater Quebec City.  The office
property is located in Sainte-Foy, a suburb of Quebec City.  Key
tenants include C.A.C Division DE (12.6% NRA; lease expiration
January 2007), Sears Canada (10.1% NRA; lease expiration September
2008), Les Produits Paklab (7.7% NRA; lease expiration January
2009) and Les Produits Hydrauliques (5.1% NRA; lease expiration
August 2007).  As of September 2006 the property was 100.0%
occupied, compared to 95.7% at securitization.  The borrower is
Fonds de Placement Immobilier Cominar, a Quebec REIT.  The loan is
full recourse to the borrower.  The loan amortizes on a 240-month
schedule.  Moody's LTV is 57.4%, compared to 73.6% at
securitization.

The third largest loan is the Westmount Premier Loan
($11.0 million - 4.5%), which is secured by a 139,000 square foot
Class B office building located in the Westmount district of
Montreal, Quebec.  The property was built in 1979. Key tenants
include BDO Dunwoody LLP (19.2% NRA; lease expiration 2011),
Intelco Canada (10.2% NRA; lease expiration 2013) and Groupe
Financier AGA (10.2% NRA; lease expiration 2014).  As of May 2006
the property was 93.0% occupied, compared to 91.2% at
securitization.  The loan is on the master servicer's watchlist
due to past low occupancy.  The loan is full recourse to the loan
sponsors.  The loan amortizes on a 300-month schedule.  Moody's
LTV is 72.6%, compared to 85.9% at securitization.

The pool's collateral is a mix of multifamily and manufactured
housing (35.2%), office and mixed use (32.1%), industrial and self
storage (21.3%), retail (10.8%) and Canadian Government securities
(0.6%).  The collateral securing the loans is located in seven
provinces of Canada.  The top concentrations are Ontario (44.9%),
British Columbia (20.5%), Quebec (15.6%), Alberta (9.9%) and Nova
Scotia (8.6%).  All of the loans are fixed rate.  Approximately
69.5% of the pool is full or partial recourse to the respective
borrowers.


MORGAN STANLEY: Fitch Holds B- Rating on $1.8 Mil. Class N Certs.
-----------------------------------------------------------------
Fitch upgrades Morgan Stanley Dean Witter Capital Trust's
commercial mortgage pass-through certificates, series 2001-IQ as:

    -- $5.3 million class E to 'AAA' from 'AA+';
    -- $8.9 million class F to 'AA' from 'AA-'.

In addition, Fitch affirms these classes:

    -- $179.7 million class A-3 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $22.3 million class B at 'AAA';
    -- $18.7 million class C at 'AAA';
    -- $5.3 million class D at 'AAA';
    -- $5.3 million class G at 'A+';
    -- $5.3 million class H at 'A';
    -- $10.7 million class J at 'BBB-';
    -- $3.6 million class K at 'BB+';
    -- $1.8 million class L at 'BB';
    -- $5.3 million class M at 'B';
    -- $1.8 million class N at 'B-'.

Fitch does not rate the $2.2 million class O.

Classes A-1 and A-2 have paid in full.

The upgrades reflect the stable performance of the pool, as well
as increased credit enhancement due to paydown since issuance.  As
of the December 2006 distribution date, the pool's aggregate
principal balance has been reduced by 61.2% to $276.4 million from
$713 million at issuance.

The deal has become increasingly concentrated with the top five
loans constituting 39% of the collateral balance.  In addition, 43
loans remain in the pool, down from 91 at issuance.

There are currently no delinquent loans or loans in special
servicing.

Fitch reviewed the remaining credit assessed loan, which maintains
an investment grade credit assessment.  The Town Center Plaza loan
(17.8%) is secured by 388,962 square feet (sf) of a retail
shopping center located in Leawood, KS.  The Fitch stressed DSCR
as of year-end 2005 was 1.69 times (x) compared to 1.37x at
issuance.  The Fitch DSCR for the loan is calculated using
borrower-provided net cash flow less required reserves divided by
debt service payments based on the current balance using a Fitch
stressed refinance constant.


MOSAIC CO: Expects to File Delinquent Form 10-Q by End of January
-----------------------------------------------------------------
The Mosaic Company has notified the Securities and Exchange
Commission that it was not able to file its quarterly report on
Form 10-Q for the fiscal quarter ended Nov. 30, 2006  on a timely
basis.  The 10-Q Report was due on Jan. 9, 2007.

The company says the delay in filing the 10-Q Report is because of
the implementation of its new enterprise resource planning system
in October 2006, which has necessitated additional time to
accurately complete its quarterly financial consolidation process
and to prepare the related information to be included in the 10-Q
Report.

In its notice to the SEC, Mosaic stated that, based on currently
available information, it believes that:

     -- net sales for the fiscal quarter ended Nov. 30, 2006 were
        slightly higher than net sales reported for the same
        fiscal quarter in the prior year and net earnings for the
        fiscal quarter ended Nov. 30, 2006 are expected to be
        approximately equivalent to the net earnings reported for
        the same fiscal quarter in the prior year;

     -- operating earnings for its Phosphates and Potash business
        segments for the second quarter of fiscal 2007 will be
        materially lower than those reported for the same fiscal
        quarter in the prior year period, and an operating profit
        is expected to be reported in its Offshore segment
        compared to an operating loss for the same prior year
        period;

     -- mosaic will report a large foreign currency transaction
        gain during the second quarter of fiscal 2007 due to the
        weakening of the Canadian dollar; and

    -- the effective tax rate for its second fiscal quarter will
       be materially lower than the tax rate in the second quarter
       of fiscal 2006.

"We are working through start-up issues with a very complex,
tightly integrated commercial and financial system and our focus
is on accuracy," stated Larry Stranghoener, Mosaic's Executive
Vice President and Chief Financial Officer.  "Current business
conditions are good, with solid demand and improved pricing for
all three major nutrients, especially in North America.  We look
forward to a strong second half performance," Mr. Stranghoener
added.

Mosaic also noted that its earnings release to report interim
financial results for the fiscal quarter ended Nov. 30, 2006 has
also been delayed.  Mosaic stated that it is working to complete
the 10-Q Report as expeditiously as possible, and anticipates that
it will be filed by the end of January 2007.

                    About The Mosaic Company

The Mosaic Company -- http://www.mosaicco.com/-- produces and  
markets concentrated phosphate and potash crop nutrients.  For the
global agriculture industry, Mosaic is a single source of
phosphates, potash, nitrogen fertilizers and feed ingredients

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 29, 2006,
Standard & Poor's Ratings Services lowered its ratings on The
Mosaic Co.'s $450 million revolving credit facility and
$50 million term loan A, both maturing in 2010, to 'BB' with a
recovery rating of '2' from 'BB+' with a recovery rating of '1'
and removed them from CreditWatch, where they had been placed with
negative implications on Nov. 10, 2006.

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Fitch Ratings affirmed and removed The Mosaic Company from Rating
Watch Evolving, where it was originally placed on July 26, 2006.
Ratings affirmed include Fitch's BB- Issuer Default Rating and the
BB+ rating on the company's senior secured revolver.

As reported in the Troubled Company Reporter on Nov 9, 2006,
Moody's Investors Service assigned Ba1 ratings to The Mosaic
Company's proposed new $1.05 billion guaranteed senior secured
credit facilities.  Moody's also assigned B1 ratings to $900
million of proposed senior unsecured debt.  Mosaic's Ba3 corporate
family rating was affirmed but the ratings of the existing
revolver and the term loan A were downgraded to Ba1 from Baa3 and
those of the existing senior unsecured debt lowered to B1 from Ba3
in accordance with the LGD methodology.  The ratings outlook is
stable.


NAVISTAR INTERNATIONAL: Receives $1.3 Billion Loan Commitment
-------------------------------------------------------------
Navistar International Corporation has received a commitment for a
five-year senior unsecured term loan facility and synthetic
revolving facility in an aggregate amount of $1.3 billion.

The facilities will be provided by J.P. Morgan Chase Bank and a
group of lenders that includes Credit Suisse, Banc of America
Securities and Citigroup Global Markets.

The new loan facilities, which expire in January 2012, and will
replace the company's existing senior unsecured $1.5 billion
Credit Agreement, which expires in March 2009.  Navistar will use
the proceeds of the new facilities to repay the remaining amount
outstanding under the existing loan facility.  On Dec. 29, 2006,
Navistar voluntarily repaid $200 million of the $1.5 billion
Credit Agreement.

"We are very pleased with the ongoing support of our lenders and
relationship banks," said Bill Caton, Navistar executive vice
president and chief financial officer.  "This new lending
commitment is a real vote of confidence in the company.  The new
loan facilities will enhance our liquidity and provide additional
stability in our overall capital structure at a lower cost."

                         About Navistar

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent    
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service sold under the
International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Fitch has assigned a 'BB-' rating to Navistar International
Corp.'s proposed $1.3 billion senior unsecured credit facility.

Fitch also withdraws the 'BB-' rating on the company's senior
unsecured notes, the 'B' rating on company's senior subordinated
debt, and the senior unsecured debt rating at Navistar Financial
Corp., all of which have been substantially retired.  Fitch
expects to withdraw the 'BB-' rating on company's existing credit
facility upon the closing of the new $1.3 billion facility.  

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services reported that its 'BB-'
corporate credit ratings on Navistar International Corp., and
Navistar's subsidiary, Navistar Financial Corp., remain on
CreditWatch with negative implications where they were placed on
Jan. 17, 2006.


NEWPAGE CORP: Negotiates Senior Secured Credit Facilities Pricing
-----------------------------------------------------------------
NewPage Corporation reported that it is in the process of
negotiating improved pricing of its senior secured credit
facilities along with various other amended terms to its existing
credit agreement.

Headquartered in Dayton, Ohio, NewPage Corporation
-- http://www.newpagecorp.com/-- produces coated papers in North  
America.  With more than 4,300 employees, the company operates
four integrated pulp and paper manufacturing mills located in
Escanaba, Michigan; Luke, Maryland; Rumford, Maine; and Wickliffe,
Kentucky.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's Investors Service upgraded NewPage Corporation's corporate
family rating to B1 from B2; senior secured term loan rating to
Ba2 from Ba3; second lien notes rating to B2 from B3; and senior
subordinated notes rating to B3 from Caa1.


NORTHWEST AIRLINES: Files Plan of Reorganization in New York
------------------------------------------------------------
Northwest Airlines Corporation and certain of its subsidiaries
have filed their joint Chapter 11 plan of reorganization with the
U.S. Bankruptcy Court for the Southern District of New York.

The plan provides for the treatment of claims of creditors, the
implementation of agreements with key labor groups, lenders and
suppliers, as well as the raising of new equity capital for
Northwest.

"The filing of our plan of reorganization is a key milestone in
our ongoing restructuring efforts and begins Northwest's emergence
from Chapter 11 protection," Doug Steenland, Northwest Airlines
president and chief executive officer, said.

"Over the past 16 months, we have achieved the three key
objectives we set for our restructuring: we have removed $2.4
billion in annual costs from the business, we have restructured
our fleet and entered into new aircraft purchase agreements, and
we have significantly strengthened our balance sheet.  We remain
on track to report a pre-tax profit for the full year 2006.

"By returning to profitability, we will enable our employees,
whose sacrifices have been essential to the successful
reorganization of Northwest, to share in its success.  For our
employees, a healthy Northwest will ensure a future of job
security, pension and retirement benefits, profit-sharing payments
and access to a valuable claim."

                     Restructuring Progress

Discussing the airline's restructuring milestones to date, Mr.
Steenland said, "We have moved through the bankruptcy process
quickly because of our success in addressing key cost and revenue
issues including labor costs and pensions, new agreements with key
suppliers, restructuring the Northwest fleet, and substantially
reducing debt.

"Key to our successful restructuring efforts to date are the
permanent labor savings agreements we have reached with the
International Association of Machinists and Aerospace Workers, the
Air Line Pilots Association, the Aircraft Mechanics Fraternal
Association, the Aircraft Technical Support Association, the
Transport Workers Union of America, and the Northwest Airlines
Meteorologists Association, which have helped us realize the
$1.4 billion in annual labor savings we required.

"Recognizing the importance of pensions to our employees, we
worked together over the past several years with our union
leadership and the Congress on a carefully crafted solution, the
Pension Protection Act, which has preserved pension benefits for
the 73,000 Northwest pension plan participants.  We have always
believed saving our pension plans was the right thing to do for
our valued employees, and despite the many obstacles we faced
along the way, we did not waver from this commitment.

"To ensure that Northwest has an efficient and comfortable fleet,
we reaffirmed purchase agreements with Airbus, Boeing, GE Aircraft
Engines and Pratt & Whitney that allow us to continue to modernize
our long-range fleet with A330 and 787 aircraft.  We also
negotiated additional purchase agreements with Bombardier and
Embraer for new, dual-class regional jetliners that will improve
our domestic product."

Discussing the airline's regional aircraft strategy, Mr. Steenland
said, "We have nearly completed agreements with our three Airlink
partners -- Pinnacle, Mesaba and Compass -- which will be
operating the regional aircraft that will provide convenient
connections to Northwest's global network through its three
domestic hubs.

"In addition, our operational costs were improved by reshaping our
maintenance organization, which resulted in greatly improved
economics while continuing Northwest's historic operational
reliability."

Speaking to the restructured balance sheet, Mr. Steenland said,
"We have completed a $975 million refinancing of existing bank
obligations at more favorable terms while gaining access to
$250 million in incremental liquidity.  Our new facility can be
converted to permanent exit financing, securing the debt financing
Northwest needs to emerge from Chapter 11 protection.

"The completion of this refinancing clearly demonstrated that our
key stakeholders in the capital markets recognized Northwest's
progress towards its restructuring goal of positive cash flow and
sustained profitability."

"Reversing $4.2 billion in losses since early 2001 was not an easy
task, but one that was essential to the future of the airline,"
Mr. Steenland added.  "Through our many restructuring actions, we
expect to report a significant year-over-year improvement in pre-
tax earnings from 2005 to 2006."

                        Terms of the Plan

* Creditors

The plan proposes to restructure Northwest's balance sheet through
the elimination of all pre-petition unsecured debt.  In exchange
for their claims, unsecured creditors will receive common stock of
the reorganized Northwest Airlines Corporation, and the right to
purchase additional common stock in a rights offering.  Terms of a
rights offering will be provided at a later time.  Unsecured
creditors whose claims are guaranteed by certain other Northwest
entities will receive an additional distribution of common stock
on their claims.

Because all unsecured creditor claims will not be satisfied in
full, the pre-petition equity holders' interests in Northwest's
common and preferred stock will be cancelled, and those holders
will not receive a distribution.

* Agreements

The plan will implement the favorably renegotiated aircraft
purchase agreements with Airbus, Boeing, Bombardier, GE Aircraft
Engines and Pratt & Whitney, and new aircraft purchase agreements
with Embraer and Bombardier.  The plan will adopt and put in place
the restructured lease and debt obligations for Northwest's
aircraft fleet and airports and other facilities.  All of these
agreements will provide substantial cost savings to Northwest.

In addition, the plan provides for the assumption of the company's
ratified collective bargaining agreements with each of its labor
groups, except for its flight attendants.  Each labor group with a
ratified collective bargaining agreement has a negotiated claim as
part of that agreement.  The Association of Flight Attendants does
not have an approved claim because it does not yet have a ratified
collective bargaining agreement.  Should the flight attendants
enter into a ratified agreement prior to Northwest finalizing its
plan of reorganization, an approved claim would also be available
to them.

* Equity/Debt

As noted, he plan provides for the option to raise exit equity
financing via an equity rights offering.  The plan also
anticipates that Northwest may supplement the rights offering by
obtaining additional new equity capital from one or more private
equity investors.

Northwest will have the option to convert its existing debtor-in-
possession financing upon its emergence from bankruptcy into an
exit financing facility consisting of a $175 million revolving
credit facility and a $1.05 billion term loan, including a
$75 million letter of credit facility, each of which has a
maturity date of August 2013.  Northwest also may elect to proceed
with alternative exit financing if more attractive terms than
those under the existing facility can be obtained.

* Timing

The bankruptcy court has granted Northwest an extension until
Feb. 15, 2007 to file a disclosure statement providing additional
information and detail regarding the plan.  After approval by the
court, Northwest will distribute the plan and disclosure statement
to its creditors and begin a period of solicitation of creditors
for acceptance of the plan.  Northwest expects to emerge from
Chapter 11 during the second quarter of 2007.

                     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.  


NORTHWEST AIRLINES: S&P Says Plan Filing Won't Affect Ratings
-------------------------------------------------------------
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary (both rated 'D') filed, on Jan. 12, 2007, a proposed
plan of reorganization, foreseeing a second-quarter 2007 emergence
from bankruptcy.

"The development has no immediate impact on the companies'
corporate credit ratings, which are based on their bankruptcy
status," said Standard & Poor's credit analyst Philip Baggaley.
"Upon emergence from bankruptcy, we would assign new corporate
credit ratings."  Ratings on certain equipment trust certificates
remain on CreditWatch, excepting 'AAA' rated, bond-insured
certificates, which are not on CreditWatch.  Upon emergence from
bankruptcy, S&P would resolve the CreditWatch review on affected
securities.

The 'BBB-' bank loan rating, also not on CreditWatch, on Northwest
Airlines Inc.'s debtor-in-possession credit facility is likewise
unaffected.  That facility can convert to exit financing upon the
fulfillment of certain conditions and at Northwest's option, at
which time Standard & Poor's would re-rate it.  The resulting bank
loan rating is likely to be substantially lower than the current
rating on the debtor-in-possession facility, as it would be
notched up from Northwest's new corporate credit rating based on
recovery prospects in a default scenario.

Northwest did not file a disclosure statement, and the proposed
plan of reorganization does not include many important details.  
The company received bankruptcy court permission to defer filing
those items until Feb. 15, 2007.  The company noted that the plan
provides for an option to raise equity through a rights offering,
and that Northwest may obtain additional equity investment from
private equity sources.  Because of this, the company's capital
structure upon emergence is not yet finalized, and recovery for
impaired classes of creditors, including unsecured creditors,
remains to be determined.  The airline has not yet negotiated a
contract with its flight attendants, who are working under terms
and conditions imposed by Northwest, with the court's permission.  
However, conclusion of a contract is not a precondition to emerge
from Chapter 11.


NOVELL INC: Asserts Inevitable Bankruptcy of SCO Group
------------------------------------------------------
In a document filed with the District Court of Utah, Novell Inc.
claims that The SCO Group Inc., a UNIX vendor that is suing IBM
for alleged illegal incorporation of its proprietary Unix code
into Linux, is on the verge of bankruptcy, Jennifer Mears of
LinuxWorld reports.

"Contrary to SCO's assertion that a preliminary injunction should
be denied because it may accelerate SCO's bankruptcy, SCO's
imminent bankruptcy is a compelling reason to grant Novell's
motion," Novell's attorneys write in the filing.  "When SCO goes
into bankruptcy, it will not be because of Novell's motion, but
because of its own financial missteps.  For SCO, bankruptcy is
inevitable; it characterizes its assets as merely those
'remaining' and does not rebut Novell's arguments that its
bankruptcy is imminent."

In September last year, Novell demanded to recover a percentage of
the revenue SCO earned from its UNIX licensing deals with
Microsoft Corp. and Sun Microsystems Inc.

Novell claims that it is entitled to 95% of all revenue derived
from SCO's SVRX license agreements pursuant to a 1995 agreement
governing SCO's purchase of UNIX from Novell.  SCO, however, has
refused to give up any money, claiming that the Microsoft and Sun
licensing deals don't relate with any agreement signed in 1995.  
SCO also claims that such a move would harm its chances of winning
its case against IBM, Ms. Mears reports.  

Utah District Court magistrate judge Brooke Wells in June
dismissed 182 of SCO's claims against IBM and U.S. District Judge
Dale Kimball upheld Judge Wells's ruling in a decision handed down
November 29, InformationWeek reports.  The company has filed a new
motion claiming the November decision was procedurally and
substantially flawed.

SCO spokesman Blake Stowell has denied charges that the company is
in financial disaster, Ms. Mears relates.  "We will report our
fourth quarter financials on Jan. 17, 2007 and give an update at
that time," LinuxWorld quotes Mr. Stowell as saying.  "We consider
it irresponsible of Novell's lawyers to mischaracterize our
financial well-being with these false statements."

                         About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) -
- http://www.sco.com/-- provides software technology for  
distributed, embedded and network-based systems, offering SCO
OpenServer for small to medium business and UnixWare for
enterprise applications and digital network services.

                        About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell, Inc. --
http://www.novell.com/-- delivers Software for the Open  
Enterprise.  With more than 50,000 customers in 43 countries,
Novell helps customers manage, simplify, secure and integrate
their technology environments by leveraging best-of-breed, open
standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                        Waiver of Default

As reported in the Troubled Company Reporter on Sept. 29,2006,
Novell Inc., received a letter from Wells Fargo Bank, NA, the
trustee with respect to company's $600 million 0.50% convertible
senior debentures due 2024, which asserts that Novell is in
default under the indenture because of the delay in filing its
Form 10-Q for the period ended July 31, 2006.

On Nov. 10, 2006, Novell completed its consent solicitation with
respect to certain amendments to, and a waiver of rights to pursue
remedies available with respect to certain alleged defaults under,
the provisions of the indenture, governing its 0.50% convertible
senior debentures due 2024.

Under the terms of the Consent Solicitation Statement, Novell will
pay an additional 7.33% per annum in special interest on the
Debentures from and after Nov. 9, 2006 to, but excluding, Nov. 9,
2007.


NYU HOSPITALS: Moody's Rates Upcoming $170 Million Bonds at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to NYU
Hospitals Center's upcoming $170 million bond issue to be issued
by the Dormitory Authority of the State of New York. The outlook
is positive.  This bond issue was incorporated into Moody's
initial rating assignment in August 2006 when NYUHC refunded its
2000A bonds and separated from the Mount Sinai-NYU Health
Obligated Group (Obligated Group) to become a stand-alone credit.

The Ba2 rating is based on this academic medical center's weak
balance sheet leverage as evidenced by high debt and modest cash
reserves partially, mitigated by its large size (31,000 admissions
at NYU Hospital), ability to maintain its market share and grow
key services in the competitive New York City market through its
multi-disciplinary approach and recent evidence that operating
performance has stabilized.

USE OF PROCEEDS: The three components of the financing include the
acquisition of the Cancer Center and refinancing of the Tenant
Improvement loan related to the Cancer Center, the refinancing of
Series 2000B bonds, and financing of other facilities
improvements.

LEGAL SECURITY: The Series 2007A Bonds will be jointly secured by
a pledge of gross receipts and a mortgage of all health care
facilities of NYUHC and will be on parity with the Series 2000D,
2006A and 2006B (taxable) bonds and a note payable to New York
University.  Sale/leaseback transactions that may include a
portion of the mortgaged property are permitted.  Long term debt
service coverage ratio of at least 1.10 times.  A debt service
reserve fund will be established.

INTEREST RATE DERIVATIVES: NYUHC's total return and fixed payer
swap related to its 2000B bonds ($24.7 million) will be terminated
with the refunding of those bonds with Series 2007A.  In
connection with the 2000D bonds ($54.5 million), NYUHC entered
into a fixed payer swap at a rate of 4.413% relative to LIBOR
expiring in March 2008.  In connection with a working capital loan
($15.0 million), NYUHC entered into two separate fixed payer swaps
a rate of 4.4% relative to LIBOR expiring in December 2007.

STRENGTHS

    * Integrated academic medical center provides opportunities to
      grow market share in the fragmented New York City market as
      an independent entity.

    * Programmatic growth aiding physician recruitment and volume.
      Designated centers of excellence in cancer, cardiovascular,
      children's' services, musculoskeletal and neurosciences are
      growing and generate profit margins.

    * Independence from the Obligated Group permits improved
      contracting ability by enabling NYUHMC to no longer accept
      averaged rate increases for the combined Obligated Group

    * Recent improvement noted in revenue cycle initiatives and
      financial performance.

CHALLENGES

    * Very weak balance sheet indicators, characterized by modest
      cash and high debt load.  Cash balances expected to improve
      on an absolute basis, but days' cash on hand is not expected
      to improve until at least 2010.

    * Additional debt of the Series 2007A bonds and $32 million
      debt (five year amortization) to be used to finance a
      pension obligation, will further stress already weak balance
      sheet ratios.  Debt service coverage expected to hover under
      2.0 times though the long term.

    * History of modest financial performance and cash flow
      generation.

    * Fragmented New York City market highlighted by the ability
      of physicians to change referral patterns and move volume
      within the market.

    * Retirement of long tenured dean and hospital CEO creates
      management uncertainty.

MARKET POSITION/COMPETITIVE STRATEGY

NYU Hospital Center's strategy to integrate basic and
translational research into its inpatient and outpatient care has
helped solidify its market position on the East Side of Manhattan.  
Emphasis on certain key services as centers of excellence has
contributed to strong physician recruitments and increasing
utilization trends for these key services which also produce a
margin.  Oncology, cardiovascular, children's services,
musculoskeletal (NYUHC merged with 190-bed Hospital for Joint
Diseases effective January 1, 2006), neurosciences and imaging are
the key services identified for programmatic growth, and capital
spending in the future will be to further enhance these service
lines.  Management believes its record of creating demand for
services after making programmatic investments will contribute to
a trend of growing inpatient and outpatient volume.  For example,
oncology visits have grown from 7,137 ambulatory visits in 2003 to
99,192 visits through September 30, 2006.  Total inpatient volume
at NYU Hospital has varied between 31,000 and 32,000 admissions
for the last three years and a noticeable increase in outpatient
surgical volume and top line growth will be necessary for NYUHC's
financial recovery.  Adding HJD's approximately 6,300 admissions
per annum increased NYUHC's admissions to 37,000 admissions on a
combined basis.

NYUHC's primary service area encompasses lower Manhattan and
Brooklyn.  NYUHC reported a 2% market share for all New York City
discharges (1.2 million discharges) during 2004 (most recent year
available).  While this seems quite small, no single hospital in
New York City garners more than 5% market share due to the
fragmented nature of the market although affiliated hospital
systems maintain larger market shares when combined.  New York
City Health and Hospitals Corporation is not considered a direct
competitor, because it caters to a mostly Medicaid and indigent
population.  A significant 61% market share is held by hospitals
not located in the five boroughs of New York City, and management
believes that there are more opportunities to gain market share
from these providers than going head to head with its local
competitors.  Management expects its focused marketing of quality
and outcomes of programs to be a differentiating factor to patient
decisions.

NYUHC's physical plant is in need of critical infrastructure
improvements and the Series 2007A bond proceeds will address some
of these facility shortcomings.  Management had hoped to
significantly rebuild its facility when it became a member of the
Obligated Group, but the financial deterioration of the Obligated
Group meant that those plans were never addressed over the last
seven years.  Additional surgical suites and recovery rooms, 35
new ICU beds, expansion of its emergency room, new operating rooms
in its ambulatory surgery center, two new catheterization labs and
various infrastructure upgrades will be financed with these bonds.  
Significant volume generated through improved through-put and this
additional capacity will be needed to generate the revenue to
cover the debt service associated with this financing and meet
volume projections which are expected to increase to over 40,000
by 2010.  Due to a planned reduction in rehabilitation volume,
reduced obstetrics volume related to the departure of four
obstetricians from the staff, and general softness in
medical/surgical volume, total volume declined 3.4% through nine
months 2006 compared to the comparable 2005 period. Cancer center
visits continue their robust trend, with visits up 11.5% through
September 30, 2006.

A full asset merger with Hospital for Joint Diseases (HJD) was
effective January 1, 2006 which should help improve the
coordination (and retention of revenue) of orthopedic business
between the two facilities.

OPERATING PERFORMANCE: IMPROVED PERFORMANCE TO DATE IN 2006

The separation from Mount Sinai Hospital should allow NYUHC to
focus on its own financial destiny.  NYUHC has reduced its
operating deficit since 2003, turning an $12.9 million operating
deficit in 2003 into a $3.4 million operating profit in 2005
(Moody's excludes investment income from other operating revenue)
as a result of improved contract negotiations that concluded in
2004 for its eight largest contracts (93% of its managed care
revenue).  These new contracts included material rate increases
that are projected to generate a profit margin for the first time
in fiscal 2006.  Volume initiatives, pay for performance contracts
that are aligned with its physician organization and contract
compliance is also critical to generating additional revenue from
these payers.  Navigant, a national consulting firm, assisted with
revenue cycle initiatives that in conjunction with length of stay
reductions and performance management kept NYUHC on an improving
financial trend. Price adjustments for service lines anticipated
to see volume growth can also be expected going forward.  A mid-
year reduction of 90 FTEs and other expense reductions also
contributed to the favorable financial performance year-to-date
despite the inpatient volume decline.

Through nine months of 2006, NYUHC has generated a favorable
$8.3 million operating profit (1.1% operating margin), ahead of
the $6.1 million for the comparable 2005 period (Moody's excludes
$6.8 million malpractice dividend from nine months 2005 numbers).  
Outpatient volumes continue to exceed budgeted targets and
management is budgeting an operating profit of $13.5 million for
fiscal year 2006.  Moody's believes management's projections are
aggressive, reflecting operating income exceeding $12 million in
each of the next four years and operating cash flow growing each
year through the projection period given that the hospital has
only performed at this level for the current fiscal year.  Despite
the projected improvement, operating margins remain modest at
around 1.1% through the projection period and operating cash flow
margins never exceeds 7.2%.  NYUHC will need to meet these
financial projections to maintain modest debt service coverage of
2.0 times.  Moody's believes management is highly motivated to
continue its current run rate and establish a longer term record
of performance to gain investor confidence and market access in
the future.

BALANCE SHEET POSITION: HIGHLY LEVERAGED AND LIGHT ON CASH

The competitive marketplace and a high expense base for teaching
and research have limited NYUHC from building cash reserves over
time.  Furthermore, NYUHC's January 1998 disaffiliation from the
New York University and medical school and its establishment as a
corporation separate from the University resulted in NYUHC left
with modest cash reserves and a $112 million obligation to the NYU
School of Medicine for services rendered that was capitalized over
the last seven years.  The subsidies to the medical school have
been terminated, but leave NYUHC with extremely weak balance sheet
measures which limit the current rating level.  At fiscal year end
2005, cash balances of $67.2 million equated to a modest 26.3 days
of cash on hand (excludes restricted funds included in board
designated funds).  Through nine months of 2006, cash has improved
to $83.5 million (32.7 days) through revenue initiatives that
reduced days in accounts receivable by seven days. Cash is
budgeted to reach $101.3 million by year end, but nonetheless
remains weak at 38.8 days.  Additional debt of $32 million in the
form of a taxable five year loan is expected to fund a required
pension contribution to be made for the frozen defined benefit
plan in the first quarter of 2007.  While this transaction will
allow NYUHC to maintain its liquidity, this additional debt was
unanticipated by Moody's at the time of our initial rating and
exacerbates the overly leverage balance sheet.  A defined
contribution plan was established for new employees after July
2000.

Cash balances are projected to increase to $138 million by 2010
but remain at modest levels of days cash on hand (42.2 days).  The
hospital is limited in its ability to grow cash by its significant
debt load and annual debt service requirements.  This debt
refinances the outstanding $72 million lease for the ambulatory
cancer center building that was constructed by an off-balance
sheet entity but which Moody's had included in our calculation of
debt.  Bringing this cancer center on balance sheet reflects the
importance of the oncology service and this building to meeting
financial projections.

Capital spending is limited to routine capital spending that
approximates $45 million per annum plus the upcoming new money
debt issue.  An additional $120 million new money financing is
expected to be issued during 2007.  Including this financing, pro
forma cash-to-debt declines to 15.7% from 20.3%, debt-to-cashflow
increases to 8.71 times from 6.69 times and MADS coverage declines
to 1.70 times from 2.07 times due to the increase in maximum
annual debt service to $44.9 million/year with the additional $120
million of debt.
Outlook

The positive outlook is based on improving operating performance
that has continued into the current fiscal year.  The separation
from the Obligated Group should enable NYUHC to focus on its
service line strengths to generate an improved revenue stream
which will mitigate the increasing debt service expected from the
new money financing to be issued shortly.

What could change the rating--UP

Retirement of debt, material improvement in balance sheet measures

What could change the rating--DOWN

Additional debt beyond expectations, financial results that
deviate negatively from projections

KEY INDICATORS

Assumptions & Adjustments:

    - Based on financial statements for NYU Hospitals Center -
      Consolidating Financial Statements

    - First number reflects Audit year ended December 31, 2005
      (NYUHC includes HJD and CC550) and includes cancer center
      lease with debt numbers

    - Second number reflects pro forma nine months 2006 annualized
      (September 30 and includes HJD) with addition of Series
      2006A and 2006B bonds issued in 2006 and the Series 2007A
      bonds and $32 million debt financing for pension obligation
      expected shortly.  The numbers exclude an additional
      $120 million of new money debt to be issued in 2007.

    - Cash numbers exclude restricted cash that is included in
      board designated funds on the financial statements

Admissions: 37,420; 36,444

Total operating revenue: $975.5 million; $983.9 million

Net revenue available for debt service: $58.3 million; $77.2
million

Total unrestricted cash: $67.3 million; $83.5 million

Total debt outstanding: $328.6. million; $411.5 million

Operating cashflow margin: 6.4%; 6.8%

Cash-to-debt: 20.5%; 20.3%

Debt-to-cashflow: 5.92 times; 6.69 times

Days cash on hand: 26.35 days; 32.6 days

Maximum annual debt service: $31.608 million; $37.291 million

Maximum annual debt service coverage with actual investment income
as reported: 2.20 times; 2.05 times

Maximum Adjusted annual debt service coverage with investment
income normalized at 6%:2.23 times; 2.07 times

RATED DEBT

Series 2000D, $52.2 million outstanding, Ba2 rating

Series 2006A, $94.59 million outstanding, Ba2 rating

Series 2006B, $27.4 million, taxable, not rated

Series 2007A, $170 million, Ba2 rating


OWENS CORNING: MACtac Wants $271,066 Administrative Claims Paid
---------------------------------------------------------------
Morgan Adhesives Supply, doing business as MACtac, asks the U.S.
Bankruptcy Court for the District of Delaware to (i) establish
that it holds a valid administrative expense claim for $271,066
against the Reorganized Owens Corning and it debtor affiliates,
(ii) entitle MACtac to administrative priority status with respect
to its claim, and (iii) direct the Reorganized Debtors to
immediately pay the claim.

MACtac says it will promptly withdraw its request when the
Reorganized Debtors pay the invoices, as well as other
postpetition and pre-Effective Date amounts, before the hearing on
its request.

MACtac routinely supplied the Debtors with fiberglass insulation
pipe sealing tape, related sealants for the sealing tape, and
bonding tape used for sound dampening known as "sticky steel."

The Debtors paid for the Goods purchased postpetition in the
regular course of their business.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, says that as of Dec. 14, 2006, postpetition and pre-
Effective Date invoices for Goods purchased by the Debtors,
aggregating $271,066, remain unpaid.

MACtac believes that the Reorganized Debtors will eventually pay
the unpaid invoices via ordinary payment practices.  However, out
of abundance of caution and given the deadline for submitting
administrative claims, MACtac has filed a request for payment of
its administrative claim to preserve its rights to recover on the
invoices in the event that the invoices are not paid prior to a
hearing on the claims it asserted.

Mr. Carignan notes that pursuant to Sections 503(b) and
503(b)(1)(A) of the Bankruptcy Code, MACtac is entitled to
allowance and payment of an administrative priority claim because:

   (a) the sales of the Goods to the Reorganized Debtors
       constitute ordinary course business transactions and the
       Goods were provided to them pursuant to postpetition
       contracts, purchase orders, shipments and invoices;

   (b) MACtac incurred expenses in manufacturing and selling the
       Goods to the Debtors; and

   (c) the Reorganized Debtors received a benefit from
       postpetition sale transactions by utilizing the Goods in
       the usual operation of their businesses.

Headquartered in Toledo, Ohio, Owens Corning (OTC: OWENQ.OB)
-- http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The company filed for chapter
11 protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 148; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

As reported in the Troubled Company Reporter on Oct. 9, 2006, the
Honorable John P. Fullam, Sr., of the U.S. District Court for the
Eastern District of Pennsylvania affirmed on Sept. 28, 2006, the
order of the Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware, confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.


PERFORMANCE TRANSPORTATION: Can Expand FTI's Advisory Services
--------------------------------------------------------------
The Honorable Michael J. Kaplan of the United States Bankruptcy
Court for the Western District of New York authorized Performance
Transportation Inc. and its debtor-affiliates to expand, nunc pro
tunc to Nov. 8, 2006, the scope of FTI Consulting, Inc.'s
financial advisory services to include services related to the
placement of financing to exit bankruptcy.

The Court's earlier order authorizing the employment of FTI as
financial advisors to the Debtors remains in full force and
effect, Judge Kaplan says.

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Garry M. Graber, Esq., at Hodgson Russ LLP in Buffalo, New York,
noted that FTI has already begun providing these additional
services to the Debtors based on the Debtors' earnest desire to
move forward with the bankruptcy restructuring.

Pursuant to the terms of the Supplemental Engagement Letter, FTI
has begun providing, and will provide, additional advisory
services as the parties have deemed, and will deem, appropriate
and feasible to advise the Debtors during the course of the
Chapter 11 cases, including:

    (a) assisting the Debtors with information and analyses
        required pursuant to the Debtors' capital needs,
        including the placement of financing to exit bankruptcy;

    (b) assisting with the review and development of a long-range
        business plan and supporting analyses;

    (c) assisting the Debtors in negotiations with existing
        lenders and discussions with potential new lenders or
        investors for the purpose of refinancing and
        restructuring existing senior and junior debt securities
        including the preparation of materials and other analyses
        for the Debtors' use in refinancing and restructuring the
        debt;

    (d) assisting the Debtors in the analysis and negotiation of
        new or restructured financing agreements;

    (e) assisting in the preparation of materials, including
        business, financial information, and descriptive
        memoranda, to be provided to potential lenders of the
        placement of financing to exit bankruptcy;

    (f) directing and coordinating the due diligence process
        associated with the placement of financing to exit
        bankruptcy; and

    (g) assisting the Debtors and their advisors through the
        placement of financing to exit bankruptcy and the closing
        process.

According to Mr. Graber, the Debtors have also agreed to pay a
success fee to FTI for efforts expended in connection with the
successful confirmation of a plan of reorganization in their
Chapter 11 cases.  The Success Fee will be fixed at $580,000,
and is payable upon the effectiveness of the final Plan.  FTI has
agreed to offset any fees earned in assisting the Debtors in
obtaining the placement of financing to exit bankruptcy against
the final payment of the Success Fee.

Many of the terms, conditions, and provisions contained in the
Supplemental Engagement Letter incorporate the terms, conditions
and provisions contained in the parties' Sept. 16, 2005,
engagement letter, which was the approved by the Court, Mr. Graber
further noted.

Mr. Graber submits that FTI continues not to hold or represent
an interest adverse to the Debtors' estates, and remains a
"disinterested person."

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


PERKINELMER INC: Completes Euroscreen and Evotec Acquisitions
-------------------------------------------------------------
PerkinElmer Inc. has successfully completed two reported
acquisitions that will extend its portfolio of advanced tools for
cellular analysis, and strengthen its leadership position in the
rapidly growing area of High Content Screening.

In the fourth quarter of 2006, the company disclosed its intent to
acquire Euroscreen Products S.A., the Gosselies, Belgium-based
developer of the innovative AequoScreen cellular assay platform,
and Hamburg, Germany-based Evotec Technologies.  PerkinElmer
reported that the Euroscreen Products acquisition was finalized,
and the Evotec Technologies transaction was completed at year-end
2006.

"The addition of Euroscreen Products' advanced GPCR technology and
Evotec Technologies' highly regarded HCS systems to PerkinElmer's
current portfolio enables us to offer our biopharma customers a
comprehensive solution in advanced cellular imaging, screening and
analysis," Robert F. Friel, president, PerkinElmer Life and
Analytical Sciences, said.

Ongoing revenue of the combined entities was approximately
$25 million in 2006, and both acquisitions are expected to be
neutral to slightly accretive to the Company's 2007 earnings per
share.

PerkinElmer Inc. (NYSE: PKI) -- http://www.perkinelmer.com/--  
is a global technology leader driving growth and innovation in
Health Sciences and Photonics markets to improve the quality of
life.  PerkinElmer reported revenues of $1.5 billion in 2005, has
8,000 employees serving customers in more than 125 countries, and
is a component of the S&P 500 Index.

                           *     *     *

PerkinElmer Inc.'s Long Term Subordinated Debt carry Moody's
Investors Service's Ba1 rating.


PILGRIM'S PRIDE: Names Wayne Lord as VP of Governmental Affairs
---------------------------------------------------------------
A. Wayne Lord has been appointed vice president of governmental
affairs of Pilgrim's Pride Corporation.

In this newly created position, Mr. Lord will be responsible for
the company's governmental affairs program and will represent
Pilgrim's Pride nationally and at the state level in the company's
Southeastern and Eastern operations.  He will report to Clifford
Butler, Pilgrim's Pride vice chairman.

Mr. Lord, who is based in Atlanta, brings more than 28 years of
experience in agriculture to this position.  He had previously
served as vice president of corporate relations for Gold Kist Inc.
for nearly three years.

"Wayne Lord is an experienced leader in Southeastern agriculture
who will help ensure that our Company's position on critical
business issues is well known at the state and national
legislative levels," said Mr. Butler.

Mr. Lord began his career in agriculture at Gold Kist in 1979,
working in strategic planning, public relations, export management
and, as a speaker of Russian, the development of business
relations with the former Soviet Union.  In the mid-1980s, he
moved to Europe to establish and administer the American Peanut
Council's commodity marketing program.  He later returned to the
United States and joined Southco Commodities Inc., serving as
president for 12 years.

Mr. Lord also has served as chairman of the board of directors of
the American Peanut Council and was instrumental in creating a
national foundation for scientific research in peanut production
and processing.  A native of Alabama, he attended Birmingham-
Southern College and earned his master's and doctorate degrees at
Georgetown University.  He currently serves on the board of
directors of the Georgia Chamber of Commerce and is a member of
the Advisory Council of the University of Georgia College of
Agricultural and Environmental Sciences.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corp.
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                          *    *    *

Moody's Investors Service's held its Ba2 Corporate Family Rating
for Pilgrim's Pride Corp.  In addition, Moody's revised or held
its probability-of-default ratings and assigned loss-given-default
ratings on the company's note issues, including an LGD6 rating on
its $100 million 9.25% Sr. Sub. Global Notes Due Nov. 15, 2013,
suggesting noteholders will experience a 95% loss in the event of
a default.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Standard & Poor's Ratings Services reported that its 'BB'
corporate credit rating and other ratings on the second-largest
U.S. poultry processor, Pilgrim's Pride Corp., remain on
CreditWatch with negative implications, where they were originally
placed Aug. 21, 2006.


POWERCOLD CORP: Williams & Webster Resigns as Auditor
-----------------------------------------------------
PowerCold Corporation, on Dec. 18, 2006, disclosed that Williams
& Webster, P.S. Certified Public Accountants, terminated the
auditor/client relationship with the company.

The company has not yet engaged the services of an independent
registered accountant for purposes of audit opinion that might be
rendered on the company's financial statements nor has a firm been
engaged to provide it with any written or oral advice relating to
any accounting, auditing or financial issue.

PowerCold Corporation -- http://www.powercold.com/-- designs,  
develops and markets unique HVAC products and systems for
commercial use.  The company derives its revenues from two
principal product line applications.  The first is a line of
proprietary energy efficient products, including evaporative
condensers and fluid coolers for the HVAC industry.  The second is
a proprietary four pipe integrated piping system for large
commercial buildings that reduces power costs by up to 50% for air
conditioning and refrigeration systems and provides a clean
comfort air environment.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 18, 2006,
Williams & Webster, P.S., expressed substantial doubt about
PowerCold 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 pointed to the company's
substantial operating losses and accumulated deficit.  The
auditing firm also noted that the company's intangible assets
comprise a material portion of their assets.


REFCO INC: RCM Trustee Withdraws Objection to PlusFunds' Claims
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Marc S. Kirschner, Chapter 11
Trustee of Refco Capital Markets, Ltd., and Refco Inc. and its
debtor-affiliates agree to withdraw their objections to PlusFunds
Group, Inc.'s claims, with prejudice.

PlusFunds filed amended proofs of claim on Dec. 1, 2006.  The
parties agree that the Amended Claims will supersede all Claims
filed by PlusFunds in the Refco cases.

In addition, allowance of the Amended Claims against all the
Debtors and Refco LLC will, in the aggregate, be capped at
$7,000,000.

PlusFunds will be required to establish in further proceedings
which Debtor, if any, is liable for the Amended Claim or Claims,
and in what amount.  The Debtors will establish reserves as
appropriate for a potential $7,000,000 claim in the aggregate
against all the Debtors and Refco LLC.  The aggregate reserve will
be used to pay any allowed Amended Claim against any of the
Debtors and Refco LLC not exceeding $7,000,000.  Any reserve taken
by a Debtor in connection with the $7,000,000 cap will reduce,
dollar-for-dollar, the reserve amount that must be taken by the
other Debtors with respect to the Amended Claims.

If and to the extent the Amended Claims should be adjudicated as a
liability of RCM, the RCM Trustee will classify the Amended
Claim as a Class 3 RCM FX/Unsecured Claim under the Plan.

The parties reserve all rights with respect to the validity of the
Amended Claims as against any Debtor or Refco LLC, or whether the
same is subject to subordination.  The Debtors and Refco LLC
reserve the right to seek avoidance of any preferential payment to
PlusFunds.  PlusFunds reserves the right to assert all defenses to
the same.

On Dec. 7, 2006, PlusFunds cast ballots to reject the Plan in the
full amount of its Amended Claims.  Pursuant to the Stipulation,
the Ballots cast will not be counted for purposes of numerosity,
value or existence of the Amended Claims at any or all of the
Debtors.  However, any elections contained in any Ballot will be
deemed valid to the extent the applicable Amended Claim is
allowed.

PlusFunds withdraws its Plan confirmation objection with prejudice
and its request pursuant to Bankruptcy Rule 3018 seeking
temporarily allowance of the Amended Claims for voting purposes.

Prior to the stipulation, Marc S. Kirschner, Chapter 11 Trustee of
Refco Capital Markets, Ltd., asks Judge Drain to disallow and
expunge Claim No. 11289 filed by PlusFunds against RCM for
approximately $532,000,000.

The Claim asserts entitlement to an amount precisely equal to a
$312,000,000 preference cash, plus PlusFunds' "enterprise value"
of $220,000,000 and "unliquidated damages in an amount to be
determined at trial" related to PlusFunds' lost management fees.

Claim No. 11289 arose from the decline of PlusFunds' assets under
management in the wake of a preference action commenced by the
Official Committee of Unsecured Creditors against SPhinX Managed
Futures Fund SPC.

The SPhinX Preference Action sought to avoid a $312,000,000 cash
transfer placed with RCM by SPhinX to segregated customer accounts
at Refco, LLC.  The Preference Cash was then transferred from
Refco LLC outside of Refco entirely, to accounts at Lehman
Brothers.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York,
relates that on October 13, 2005, Refco, Inc., and its affiliates
imposed a 15-day moratorium on withdrawals from RCM accounts
because of insufficient liquidity within RCM.  On December 16,
Judge Drain entered a temporary restraining order freezing and
attaching SPhinX's assets in an amount equal to the Preference
Cash.

To resolve the SPhinX Preference Action, the Creditors Committee
and SPhinX entered into a settlement, subsequently approved by
Judge Drain, providing for a $263,000,000 payment to RCM.

The SPhinX Settlement is currently subject to appeal pending
before the U.S. District Court for the Southern District of New
York.

Mr. Clark tells Judge Drain that Claim No. 11289 fails to
articulate any facts that could serve as the basis for an alleged
breach of a contractual obligation or common law duty by RCM.

Mr. Clark argues that the unspecified charge of wrongdoing does
not approach the level of particularity required for a fraud claim
under Rule 9(b) of the Federal Rules of Civil Procedure.  
Specifically, he states, the Claim does not allege with
particularity:

   (1) what statement or omission RCM made or failed to make;

   (2) scienter on the part of RCM;

   (3) how or whether PlusFunds replied; or

   (4) what specific injury resulted.

Furthermore, Mr. Clark contends that PlusFunds' general
allegations of breach of contract, breach of fiduciary duty,
aiding, abetting, and conspiracy are similarly unsubstantiated.
He notes that the Claim asserts breach of contract without
specifying the nature of the contract with RCM that PFGI replies
upon; duty without alleging a relationship; and conspiracy without
naming the cabalists.

"The Claim's general, innuendo-laden allegations themselves
demonstrate that nothing lies back of it; it is prima facie
invalid," Mr. Clark asserts.

To the extent the Claim suggests the SPhinX Transfer itself
started a chain of events leading to PlusFunds' collapse,
PlusFunds was the catalyst, Mr. Clark points out.  Therefore, he
says, PlusFunds' subsequent wounds were self-inflicted.

To the extent the Claim suggests that Refco's filing for
bankruptcy caused PlusFunds to lose value, PlusFunds fails to
state a cognizable claim, Mr. Clark maintains.

                        About Refco Inc.

Headquartered in New York City, Refco Inc. (OTC: RFXCQ) --  
http://www.refco.com/-- is a diversified financial services       
organization with operations in 14 countries and an extensive  
global institutional and retail client base.  Refco's worldwide  
subsidiaries are members of principal U.S. and international  
exchanges, and are among the most active members of futures  
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to  
the Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  (Refco Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)

                        Plan Update

On Sept. 14, 2006, Refco, Inc., and 25 of its subsidiaries, along
with Marc S. Kirschner, the Chapter 11 Trustee for the estate of
Refco Capital Markets, Ltd., delivered a Chapter 11 plan of
reorganization and accompanying Disclosure Statement to the Court.

On Oct. 10, 2006, the Debtors filed an Amended Plan and Disclosure
Statement and on Oct. 13, filed a Modified Amended Disclosure
Statement.  On Oct. 16, 2006, the Court gave its tentative
approval on the Disclosure Statement and the Court Clerk entered
an order on Oct. 20, 2006.

On Dec. 15, the Modified Joint Chapter 11 Plan of Refco Inc. and
certain of its direct and indirect subsidiaries, including Refco
Capital Markets, Ltd., and Refco F/X Associates LLC, was confirmed
by the Court.  That Plan became effective on Dec. 26, 2006.  


REFCO INC: Wants West Loop's Claims Reduced
-------------------------------------------
Refco Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to reduce Claim Nos. 9884
and 9887 so that their maximum amount cannot exceed the statutory
cap under Section 502(b)(6) of the Bankruptcy Code.

Refco Group Ltd., LLC, and 550 Jackson Associates Limited
Liability Company were parties to a lease dated April 24, 2001,
for an office space located at 550 West Jackson Boulevard, in
Chicago, Illinois.  West Loop Associates, Inc., acquired title to
the Premises, with an assignment of the Lease.

RGL rejected the Lease, effective as of August 15, 2006.

               West Loop Claim Nos. 9884 and 9887

West Loop filed Claim Nos. 9884 and 9887 against RGL asserting
damages equal to $67,482,808 caused by:

   (1) RGL's breach and rejection of the Lease;

   (2) acts of occupants of the Premises during the term of the
       Lease that caused the filing of mechanic's liens against
       the Building;

   (3) RGL's fraudulent transfer of approximately $1,325,000,000
       to Refco Group Holdings, Inc., in connection with a
       leveraged recapitalization that left RGL undercapitalized
       and insolvent; and

   (4) RGL's fraud, including misrepresentations, omissions, and
       concealment of material facts with the intent to defraud
       West Loop.

Specifically, West Loop asserted that:

   (i) assuming that payment of rent remains current under the
       Lease until August 15, the base rent owed from August 16,
       2006, to March 31, 2015, will total $36,159,764; and

  (ii) an additional rent is owed under the Lease from August 16
       to March 31, 2015, totaling approximately $27,484,008.

Thus, according to West Loop, the Base Rent and Additional Rent
from August 16 to the end of the Lease total $63,643,772.

Furthermore, West Loop held that the total rent reserved under the
Lease from the Petition Date until March 2015 is $69,041,563, of
which 15% equals the $10,256,235 Rejection Claim Amount.

West Loop also asserted that it will incur additional estimated
damages for $3,002,217 in commissions, and $8,114,100 in tenant
improvement costs in connection with re-letting the premises.

The Debtors object to West Loop's calculation of the Rejection
Claim Amount on the grounds that:

   (1) West Loop failed to include all of its claims relating to
       the rejection of the Lease that are subject to Section
       502(b)(6) cap, including its fraud-related damage
       claims, and the cost of re-letting the Premises,
       including the commissions.

   (2) rejection damage calculation is incorrect; and

   (3) the Building is in Illinois and, under Illinois law, West
       Loop has a duty to mitigate its damages, and has the
       burden of proving its mitigation.

In addition, the Debtors want West Loop's claim for reimbursement
of attorneys' fees and costs denied because West Loop:

   -- did not provide documentation evidencing that it incurred
      no less than $366,491 in attorneys' fees and costs; and

   -- has not demonstrated that the fees and costs are
      reimbursable for the full amount sought.

Moreover, the Debtors state that the attorneys' fees and costs
are subject to cap under Section 502(b)(6) of the Bankruptcy
Code.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, tells the Court that there is no evidence
that RGL was insolvent in September 2005.  Since there was no
default, there could be no false statement of material fact in
the estoppel certificate.

Ms. Henry argues that there is no evidence that the RGL estoppel
certificate was issued to induce West Loop to act, or that RGL
received any benefit from executing the certificate.

Ms. Henry summons West Loop to demonstrate that its damages
result from relying on RGL's purported false statements.

The Debtors maintain that West Loop has not demonstrated that it
is entitled to recover additional estimated damages equal to
$3,002,217 in commissions and $8,114,100 in tenant improvement
costs with reletting the Premises.

The Debtors insist that even if the Lease allows West Loop to
recover the Reletting Claims, the costs of reletting the Premises
were caused by the rejection of the Lease, and, thus should be
capped under Section 502(b)(6).

                    West Loop Related Claims

The Debtors further ask the Court to disallow and expunge:

   (a) a master proof of claim -- Claim No. 11560 -- filed by
       West Loop against RGL and its affiliates, except Refco
       Capital Markets, Ltd., Refco, Inc., and Refco, LLC;

   (b) Claim Nos. 9885 and 9886 filed by West Loop against Refco
       asserting damages caused by Refco's fraud; and

   (c) Claim Nos. 9882 and 9883 filed by West Loop against New
       Refco Group Ltd., LLC, asserting claims to the extent
       New RGL (x) had knowledge of, or was involved in, the
       fraudulent activities of RGL, Refco LLC, and (y) received
       any benefit on account of the breaches or fraudulent
       activities of entities, or is found responsible for the
       conduct of the entities.

Ms. Henry insists that the Related Claims should be disallowed
because:

   (i) West Loop has not demonstrated that a fraud claim lies
       against RGL;

  (ii) West Loop did not specifically assert that the RGL
       Affiliates made any misleading misrepresentations that
       were relied on by West Loop resulting in damages, nor has
       West Loop shown any other basis on which entities other
       than RGL could be liable; and

(iii) West Loop's broad allegation that the RGL Affiliates are
       liable, to the extent that any or all of them had
       knowledge of or were involved in the fraudulent
       activities of Refco, Refco LLC, or RGL, received any
       benefit on account of the breaches or fraudulent
       activities of those entities or are found responsible for
       their conduct, does not satisfy Rule 9(b) of the Federal
       Rules of Civil Procedure.

To the extent that the Related Claims are not disallowed and
expunged in their entirety, the Debtors seek that they should be
subject to the Section 502(b)(6) cap because West Loop's damages,
if any, arise from RGL's rejection of the Lease.

              Debtors Seek Partial Summary Judgment

The Debtors ask Judge Drain to enter an order granting partial
summary judgment under Rule 7056 of the Federal Rules of
Bankruptcy Procedure and Civil Rule 56, finding that any fraud-
related damages asserted in the West Loop Claims are subject to
statutory limitation on lease rejection claims pursuant to
Section 502(b)(6).

Ms. Henry states that West Loop's recharacterization of its lease
termination damages claim to a fraud claim is irrelevant.  There
was a landlord-tenant relationship between West Loop and RGL.  
West Loop's fraud claim is a claim arising from the termination
of a lease, she says.

Ms. Henry maintains that even if the Court favors West Loop, the
asserted fraud-related damages should be subject to Section
502(b)(6) limitation on lease termination damage claims.

The Official Committee of Unsecured Creditors supports the
Debtors' position.

                       West Loop Responds

A. Brent Truitt, Esq., at Hennigan, Bennett & Dorman LLP, in New
York, argues that West Loop's fraud claim and the damages arising
from that claim are factually and legally independent and
distinct from any claims and damages that resulted from RGL's
rejection of the Lease.

Mr. Truitt notes that the Court has (i) previously rejected the
very arguments now raised by the Debtors, and (ii) expressly held
that Section 502(b)(6) does not apply to damages resulting from a
sale of real property.

Mr. Truitt reminds Judge Drain that the Bankruptcy Court for the
Southern District of New York has recognized in Leslie Fay Cos.,
Inc. v. Corporate Property Associates 3 (In re The Leslie Fay
Cos., Inc.), 166 B.R. 802 (Bankr. S.D.N.Y. 994), that "it is
simply impossible to draw the inference which Leslie Fay says
flows from the facts which it has pleaded, that the fair market
value of the Premises is nothing more than the discounted rental
stream."

Rather, Mr. Truitt points out, the damages caused by West Loop's
payment of a purchase price in excess of the Property's actual
value is not simply lost cash flow, but is based on the higher
capitalization rate that would have been applied by West Loop in
October 2005 to calculate its purchase price, had it not been
misled about RGL's solvency and financial condition.

Mr. Truitt insists that the Section 502(b)(6) cap simply does not
apply to West Loop's fraud-based claims, and, thus the Debtors'
request should be denied.

                        About Refco Inc.

Headquartered in New York City, Refco Inc. (OTC: RFXCQ) --  
http://www.refco.com/-- is a diversified financial services       
organization with operations in 14 countries and an extensive  
global institutional and retail client base.  Refco's worldwide  
subsidiaries are members of principal U.S. and international  
exchanges, and are among the most active members of futures  
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to  
the Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  (Refco Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)

                        Plan Update

On Sept. 14, 2006, Refco, Inc., and 25 of its subsidiaries, along
with Marc S. Kirschner, the Chapter 11 Trustee for the estate of
Refco Capital Markets, Ltd., delivered a Chapter 11 plan of
reorganization and accompanying Disclosure Statement to the Court.

On Oct. 10, 2006, the Debtors filed an Amended Plan and Disclosure
Statement and on Oct. 13, filed a Modified Amended Disclosure
Statement.  On Oct. 16, 2006, the Court gave its tentative
approval on the Disclosure Statement and the Court Clerk entered
an order on Oct. 20, 2006.

On Dec. 15, the Modified Joint Chapter 11 Plan of Refco Inc. and
certain of its direct and indirect subsidiaries, including Refco
Capital Markets, Ltd., and Refco F/X Associates LLC, was confirmed
by the Court.  That Plan became effective on Dec. 26, 2006.  


RIGEL CORP: Chapter 7 Trustee Hires KPMG LLP as Tax Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave Anthony
H. Mason, the appointed chapter 7 trustee for Rigel Corp.'s
bankruptcy case, permission to employ KPMG LLP, as his tax
accountant.

The firm is expected to assist the Trustee and The Cavanagh Law
P.A., the trustee's special counsel, in litigation pending before
the Arizona Tax Court.

The firm will undertake this representation on a contingency fee
basis.  The contingency fee will be computed on a sliding scale:

     -- The base contingency fee for any recovery on the Refund
        Claims shall be 22% of the gross recovery before   
        expenses.

     -- If an appeal to the Arizona Court of Appeals is filed by
        either party to the Tax Court Litigation, the contingency
        fee shall be 20% of the gross recovery before expenses.

     -- If a petition for review is filed in the Arizona Supreme
        Court by either party to the Tax Court Litigation, the
        contingency fee shall be 18% of the gross recovery before
        expenses.

Michael J. Svoboda, a partner at the firm, assures the Court
that the firm does not hold any interest adverse to the Debtor's
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Svoboda can be reached at:

     Michael J. Svoboda
     KPMG LLP  
     Suite 1100, One Arizona Center
     400 E Van Buren Street
     Phoenix AZ 85004-2207
     Tel: (602) 253-2000
     Fax: (602) 252-0011
     http://www.kpmg.com/

Headquartered in Tempe, Arizona, Rigel Corporation, is a Krispy
Kreme franchisee.  The Company also operates Godfather's Pizza,
KFC, and Bruegger's Bagels' franchises.  The Company filed for
chapter 11 protection on Aug. 9, 2006 (Bankr. D. Ariz. Case NO.
06-02480).  Michael W. Carmel, Esq., at Michael W. Carmel, Ltd.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.

The Court converted the Debtor's chapter 11 case to a chapter 7
proceeding on Aug. 15, 2006.  Anthony H. Mason is the Chapter 7
Trustee.


RITE AID: Earns $1.1 Million in Third Quarter Ended Dec. 2
----------------------------------------------------------
Rite Aid Corporation reported net income for the third quarter was
$1.1 million.  This was an improvement over last year's third
quarter net loss of $5.2 million.  The improvement was primarily
due to a $19.5 million increase in adjusted EBITDA partially
offset primarily by a $4.7 million increase in depreciation and
amortization expense.

Revenues for the third quarter ended Dec. 2, 2006, were $4.32
billion versus revenues of $4.15 billion in the prior year third
quarter.  Revenues increased 4.2%.

Same store sales increased 3.4% during the third quarter as
compared to the year-ago like period, consisting of a 4.3%
increase in pharmacy same store sales and a 1.9% increase in
front-end same store sales.  The number of prescriptions filled in
comparable drugstores increased 2.3%.  Prescription sales
accounted for 64.3% of total sales, and third party prescription
sales represented 95.5% of pharmacy sales.

Adjusted EBITDA was $160.8 million or 3.7% of revenues for the
third quarter compared to $141.3 million or 3.4% of revenues for
the like period last year.  The $19.5 million increase was
primarily the result of increased revenue and improvement in the
ratio of expenses to revenue partially offset by a decrease in the
gross margin rate.

In the third quarter, the company opened 10 stores, relocated 13
stores, closed 3 stores and remodeled 4 stores.  Stores in
operation at the end of the quarter totaled 3,322.

"We are pleased with our third quarter.  A strong increase in
pharmacy sales and continued prescription count growth showed once
again that our emphasis on customer satisfaction and increased
operational focus on pharmacy are delivering results.  Our team
also continued to do a good job of controlling expenses," said
Mary Sammons, president and chief executive officer.  "At the same
time we continued to improve our existing business, we also made
tremendous progress on our plans for the smooth integration of the
Brooks and Eckerd drugstore chains into Rite Aid."

On Aug. 24, 2006, Rite Aid announced that it had entered into a
definitive agreement to acquire approximately 1,850 Brooks and
Eckerd drugstores and six distribution centers, primarily on the
East Coast and in the Mid-Atlantic states, from The Jean Coutu
Group.  The transaction, which is subject to review under the
Hart-Scott Rodino Act, Rite Aid stockholder approval and other
customary closing conditions, is expected to close shortly after
the end of Rite Aid's fourth quarter, which ends Mar. 3, 2007.

                           About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore  
chain with fiscal 2006 revenues of $17.3 billion and 3,322 stores
in operation in 27 states and the District of Columbia.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service confirmed the ratings of Rite Aid
Corporation's $300 million 2nd-lien secured notes due 2011 and
$357 million 2nd-lien secured notes due 2011 at B2.


ROBERT HEMMER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert Alan Hemmer
        14924 Cub Run Park Drive
        Centreville, VA 20120

Bankruptcy Case No.: 07-10026

Chapter 11 Petition Date: January 4, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Gregory H. Counts, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington St., Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-7178
                  Fax: (703) 549-5011

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
   ------                     ---------------       ------------
Resource Bank                                           $106,000
8730 Stony Point Pkwy
Suite 140
Chloe, WV 25235

Mason Dixon Funding                                      $45,000
800 King Farm Blvd., Ste. 210
Rockville, MD 20850

FIA Card Services                                        $23,398
P.O. Box 15726
Wilmington, DE 19886

BOA Visa                                                 $16,307
P.O. Box 60073
City Of Industry, CA 91716

Discover Card                                            $12,422
P.O. Box 15251
Wilmington, DE 19886

Chase Visa                                               $10,736
P.O. Box 15153
Wilmington, DE 19886

Lowe's                                                    $6,904
P.O. Box 530914
Atlanta, GA 30353

Bank of America Visa                                      $5,825
P.O. Box 15726
Wilmington, DE 19886

Diners Club - Master Card                                 $5,800
P.O. Box 173358
Denver, CO 80217

Hale, Carlson, Penn PLC       Legal Fees                  $4,142
10511 Judicial Drive
Fairfax, VA 22030

Crary Buchanan                Legal Fees                  $3,156
P.O. Drawer 24
Stuart, FL 34995

Jabour & Randolph                                         $2,750

Macy's                                                    $2,499
P.O. Box 183083
Columbus, OH 43218

Commerce Bank                 Line of Credit              $1,743
1701 Route 70 East
Cherry Hill, NJ 08034

JC Penney                                                 $1,119
P.O. Box 981131
El Paso, TX 79998

Exxon/Mobil                                               $1,043
P.O. Box 530962
Atlanta, GA 30353

Chevy Chase Bank DDA                                        $869
Account
Check Support Operations
6200 Chevy Chase Drive
Laurel, MD 20707

Geico                                                       $509
One Geico Plaza
Bethesda, MD 20811

The Company Corporation                                     $199
2711 Centreville Road
Wilmington, DE 19808

TMobile                                                     $195
P.O. Box 742596
Cincinnati, OH 45274


RODNEY SUMLER: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rodney J. Sumler
        3741 Coral Garden Lane
        Winston Salem, NC 27106

Bankruptcy Case No.: 07-50023

Type of Business: Rodney Sumler's wife, Ann Sumler, filed for
                  bankruptcy protection on May 27, 2004
                  (Bankr. M.D. Tenn. Case No. 04-52009).

Chapter 11 Petition Date: January 8, 2007

Court: Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Carruthers

Debtor's Counsel: Robert A. Lefkowitz, Esq.
                  Fisher, Clinard and Cornwell, PLLC
                  101 S. Main Street, Suite 800
                  P.O. Box 1150
                  High Point, NC 27261
                  Tel: (336) 883-9156
                  Fax: (336) 886-8593

Total Assets: $1,758,200

Total Debts:  $2,129,747

Debtor's 15 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
BB&T                                        $10,000
110 S. Stratford Road
Winston-Salem, NC 27104

Mechanics & Farmers Bank                    $10,000
770 Martin Luther King Blvd.
Winston-Salem, NC 27101

Forsyth County Day School                    $3,000
5501 Shallowford Rd.
Lewisville, NC 27023

Piedmont Natural Gas                         $1,657

Duke Power Company                           $1,525

Clinard Properties                           $1,225

Time Warner Cable                              $705

City of Winston-Salem                          $670

CW Myers Trading Post                          $500

Bell South                                     $378

Windstream                                     $219

SunCom Cell Phone                              $127

Cricket Cell Phone                              $79

City of Eden                                    $39

Embarq                                          $28


ROYAL CARIBBEAN: Moody's Rates New Euro Senior Notes at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned Royal Caribbean Ltd.'s new
benchmark size Euro senior unsecured notes Ba1, raised RCL's
Speculative Grade Liquidity rating to SGL-2 from SGL-3 and
affirmed all other existing ratings.  The proceeds from the new
note issuance will be used to prepay a portion of the outstandings
under the Euro 701 million, 364-day bridge that funded the
acquisition of Pullmantur.

Moody's considers the new note issuance to be a credit positive
because it reduces RCL's near-term debt maturity requirements.
Additionally, the size of the note issuance is large enough to
materially boost RCL's projected 12-month liquidity cushion and
thereby change the SGL rating to SGL-2 from SGL-3.

Ratings assigned

    * Benchmark size Euro senior unsecured notes due 2014 rated
      Ba1, LGD 4, 54%

Ratings changed

    * Speculative Grade Liquidity to SGL-2 from SGL-3

All other existing ratings have been affirmed and the ratings
outlook remains stable.

Moody's last rating action on RCL occurred December 18, 2006 when
the SGL rating was changed to SGL-3 from SGL-2 reflecting Moody's
concerns that 12-month projected liquidity cushion had tightened
due to scheduled 2007 debt maturities and the Euro 701 MM
Pullmantur 364-day bridge loan that would come due in the fourth
quarter of 2007.

Royal Caribbean Cruises Ltd. is the world's second largest cruise
company.  RCL operates three brands, Royal Caribbean
International, Celebrity Cruises, and Pullmantur Cruises and
operates 34 cruise ships with more than 67,600 berths.  The
company currently has six ships on order with delivery dates that
extend through 2010. Revenues for the twelve months ended
September 30, 2006 were approximately $5.1 billion.  RCL has two
large shareholder groups- A.  Wilhelmsen AS, and Cruise Associates
- who each, as of May 2006, respectively own 20.4%, and 15.8% of
the company's total outstanding shares.


ROYAL & SUNALLIANCE: Pending Sale Cues A.M. Best to Review Ratings
------------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of C++
(Marginal) and the issuer credit rating of "b" and assigned an NR-
5 (Not Formally Followed) to Guaranty National Insurance Company.

Effective Dec. 28, 2006, Guaranty National was merged into
Security Insurance Company of Hartford.  Security is an indirect
wholly owned subsidiary of Royal & SunAlliance USA, Inc., which is
expected to be sold to Arrowpoint Capital Corp., a new company
formed by R&SA's existing management team in 2006.  All companies
are domiciled in Delaware.

R&SA's FSR of C++ (Marginal) and ICR of "b" are under review with
developing implications pending the completion of the proposed
sale to Arrowpoint Capital Corp. later in 2007.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


SCO GROUP: Denies Looming Bankruptcy Rumors from Novell
-------------------------------------------------------
Contrary to court documents filed by Novell Inc. in the U.S.
District of Utah, SCO Group Inc. spokesman Blake Stowell denies
the company is in financial disaster, Jennifer Mears of LinuxWorld
reports.

"We will report our fourth quarter financials on Jan. 17, 2007 and
give an update at that time," LinuxWorld quotes Mr. Stowell as
saying.  "We consider it irresponsible of Novell's lawyers to
mischaracterize our financial well-being with these false
statements."

In a document filed with the District Court of Utah, Novell claims
that The SCO Group Inc., a UNIX vendor that is suing IBM for
alleged illegal incorporation of its proprietary Unix code into
Linux, is on the verge of bankruptcy, Ms. Mears relates.

"Contrary to SCO's assertion that a preliminary injunction should
be denied because it may accelerate SCO's bankruptcy, SCO's
imminent bankruptcy is a compelling reason to grant Novell's
motion," Novell's attorneys write in the filing.  "When SCO goes
into bankruptcy, it will not be because of Novell's motion, but
because of its own financial missteps.  For SCO, bankruptcy is
inevitable; it characterizes its assets as merely those
'remaining' and does not rebut Novell's arguments that its
bankruptcy is imminent."

In September last year, Novell demanded to recover a percentage of
the revenue SCO earned from its UNIX licensing deals with
Microsoft Corp. and Sun Microsystems Inc.

Novell claims that it is entitled to 95% of all revenue derived
from SCO's SVRX license agreements pursuant to a 1995 agreement
governing SCO's purchase of UNIX from Novell.  SCO, however, has
refused to give up any money, claiming that the Microsoft and Sun
licensing deals don't relate with any agreement signed in 1995.  
SCO also claims that such a move would harm its chances of winning
its case against IBM, Ms. Mears reports.  

Utah District Court magistrate judge Brooke Wells in June
dismissed 182 of SCO's claims against IBM and U.S. District Judge
Dale Kimball upheld Judge Wells's ruling in a decision handed down
November 29, InformationWeek reports.  The company has filed a new
motion claiming the November decision was procedurally and
substantially flawed.

                        About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell, Inc. --
http://www.novell.com/-- delivers Software for the Open  
Enterprise.  With more than 50,000 customers in 43 countries,
Novell helps customers manage, simplify, secure and integrate
their technology environments by leveraging best-of-breed, open
standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                        About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) -
- http://www.sco.com/-- provides software technology for  
distributed, embedded and network-based systems, offering SCO
OpenServer for small to medium business and UnixWare for
enterprise applications and digital network services.


SECOND STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Second Street Parkominium, L.P.
        925 North 2nd Street
        Philadelphia, PA 19123

Bankruptcy Case No.: 07-10155

Type of Business:

Chapter 11 Petition Date: January 8, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Andrew L. Unterlack, Esq.
                  Lamm Rubenstone Lesavoy Butz & David LLC
                  3600 Horizon Boulevard, Suite 200
                  Trevose, PA 19053
                  Tel: (215) 638-9330
                  Fax: (215) 638-2867

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.


SHAW COMMS: Earns $81.1 Million in First Quarter Ended Nov. 30
--------------------------------------------------------------
Shaw Communications Inc. disclosed its financial results for the
first quarter ended Nov. 30, 2006.  Consolidated service revenue
of $671 million for the three-month period, increased 13.8% over
the comparable quarter and total service operating income before
amortization of $299.8 million improved by 17.4%.  Funds flow from
operations increased to $243.9 million for the quarter compared to
$197.2 million.

The company has net income of $81.1 million for the first quarter
ended Nov. 30, 2006, compared to net income of $75.7 million for
the same quarter last year.  The current and comparable three-
month period included non-operating items, which are more fully
detailed in Management's Discussions and Analysis.  These included
a tax recovery related to reductions in enacted income tax rates
in the comparable three-month period.  Excluding the non-operating
items, net income for the three-month period ended Nov. 30, 2006,
would have been $81 million this quarter compared to net income of
$38.8 million in the comparable period.

Commenting on the results, Jim Shaw, Chief Executive Officer,
noted: "We are off to a solid start in fiscal 2007.  Both
divisions reported strong revenue growth and improved service-
operating income before amortization over last year.  We continued
the roll-out of Digital Phone with the service now available to
approximately 2.3 million homes, representing approximately 70% of
homes passed.  We provide a facilities-based, competitive
alternative to the traditional phone companies and offer the
services and value our customers are looking for."

Customer gains were posted this quarter across all products.
Digital Phone lines increased 38,197 to 250,904 as at Nov. 30,
2006.  Internet and Digital subscribers increased by 35,877 to
1,348,639 and 25,331 to 696,887, respectively.  Basic subscribers
were up 12,664 to 2,213,457 and DTH customers increased 2,426 to
871,634.

Free cash flow for the quarter was $76.1 million compared to $32.1
million for the same period last year.  The growth in free cash
flow was primarily related to the increase in service operating
income before amortization.

"Shaw's continued customer growth and improved financial
performance results from our focus on the customer, the commitment
of our team, the capabilities of our network, and the strength of
our product offering.  The performance to date sets us on a clear
path to meet Shaw's fiscal 2007 free cash flow guidance of $300 to
$320 million as announced in October." said Jim Shaw.

Cable service revenue for the quarter of $499.2 million was up
15.8% over the same period last year primarily as a result of
customer growth and rate increases.  Service operating income
before amortization for the three month period increased 14.6%
over the same quarter to $237.8 million driven by the growth in
revenue.

Satellite division quarterly service revenue of $171.8 million
improved 8.4% over the same period last year primarily due to rate
increases and customer growth.  Service operating income before
amortization for the quarter increased by 29.7% to $62 million.  
The improvement was largely due to growth in DTH revenues.

In closing, Mr. Shaw summarized: "Throughout the remainder of this
year we will continue to focus on our key priorities of customer
service, the further expansion of the Digital Phone foot print,
strengthening our video offering with new programming and HDTV
services, and bundling strategies.  We also plan to launch a
business voice service.  Our customer focus continues to
differentiate us, strengthen our financial position, and build
value for all shareholders."

Alberta-based Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR)
-- http://www.shaw.ca/-- is a diversified Canadian communications   
company whose core business is providing broadband cable
television, Internet, Digital Phone, telecommunications services
(through Big Pipe Inc.) and satellite direct-to-home services
(through Star Choice Communications Inc.) to approximately
3 million customers.  Shaw is a member of the S&P/TSX 60 index.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Dominion Bond Rating Service confirmed the long-term rating of
Shaw Communications Inc.'s Senior Notes at BB (high) Positive and
maintained the Positive trend at that time.

Moody's Investors Service rates Shaw Communications Inc.'s CDN$300
million senior unsecured debenture at Ba2.  The outlook is stable.

The CDN$300 million senior unsecured notes due 2016 also carry
Standard & Poor's Ratings Services BB+ rating.  S&P has also
affirmed the Company's 'BB+' long-term corporate credit rating.  
The outlook is stable.


SHREWSBURY STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Shrewsbury Street Development Companies, Inc.
        250 Commercial Street, Suite 415
        Worcester, MA 01608

Bankruptcy Case No.: 07-40073

Type of Business: The Debtor develops real estate.  The Debtor
                  filed for chapter 11 protection on June 27, 2006
                  (Bankr. D. Mass. Case No. 06-41109).

Chapter 11 Petition Date: January 9, 2007

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Frank D. Kirby, Esq.
                  Frank D. Kirby & Associates, P.C.
                  111 West 8th Street
                  South Boston, MA 02127
                  Tel: (617) 269-5444
                  Fax: (860) 257-3398

Debtor's financial condition as of December 31, 2006:

      Total Assets: $10,850,000

      Total Debts:   $1,100,000

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


SIX FLAGS: S&P Holds Negative Watch Despite Sale of Seven Parks
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, on Six Flags Inc.
remain on CreditWatch with negative implications, where they
were placed on Sept. 18, 2006.  The CreditWatch update followed
the company's announcement that it had reached an agreement to
sell seven of its parks for $312 million.

New York-based regional theme park owner and operator Six Flags
had $2.5 billion of debt and preferred stock outstanding as of
Sept. 30, 2006.

The company stated that it will use the cash proceeds of the
transaction, which is expected to be completed in March 2007, to
reduce debt.

"We remain concerned that debt reduction from the proceeds of the
transaction will not reduce pro forma debt leverage, which we see
as high," said Standard & Poor's credit analyst Hal F. Diamond.

In resolving the CreditWatch listing, Standard & Poor's will
reevaluate the company's business strategies, operating outlook,
and liquidity in light of plans for debt reduction.


SKYEPHARMA PLC: Lehman Europe Share Ownership Totals 10.12%
-----------------------------------------------------------
SkyePharma PLC disclosed that Lehman Brothers International
(Europe) had increased their holding in the company by 15,282,860
since their last filing.

Lehman's revised holding amounts to 76,314,195 ordinary shares,
representing 10.12% of the issued share capital of the company.

As reported in the Troubled Company Reporter on Nov. 28, 2006, the
company disclosed that Lehman's revised holding amounts to
54,670,736 ordinary shares, representing 7.25% of the issued share
capital of the Company.

Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP)
-- http://www.skyepharma.com/-- develops pharmaceutical products  
benefiting from world-leading drug delivery technologies that
provide easier-to-use and more effective drug formulations.  There
are now 12 approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled, and
topical delivery supported by advanced solubilisation
capabilities.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
PricewaterhouseCoopers LLP in London raised substantial doubt
about Skyepharma PLC's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the uncertainty
as to when Skyepharma's certain strategic initiatives may be
concluded and their effect on the company's working capital
requirements.


SNOQUALMIE ENTERTAINMENT: S&P Rates Proposed $320 Mil. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
Snoqualmie Entertainment Authority's proposed senior secured
$200 million fixed-rate notes due 2015 and $120 million floating-
rate notes due 2014.

Proceeds of the notes, along with other debt securities issued by
the Authority, will be used to fund the construction of the
proposed Casino Snoqualmie.

At the same time, Standard & Poor's assigned its 'B' issuer credit
rating to the Authority, with a positive outlook.  The Authority
is an unincorporated instrumentality of the Seattle area-based
Snoqualmie Indian Tribe.

The ratings reflect the Authority's high debt levels, construction
risks associated with the planned facility, its narrow business
focus with only one casino operating in a single market, the
existence of nearby competition, and the potential difficulties in
driving mid-week volume.  These factors are partly tempered by the
casino's favorable location as the sole operator east of Seattle,
its expected high quality amenities relative to competitors, a
prefunded interest reserve account to cover the first four senior
note interest payments, and the prohibition of per capita
distributions to tribal members during the first two years of
operations.

The Tribe is federally recognized, and located in the Snoqualmie
region of King County, Washington, about 26 miles east of
metropolitan Seattle.  The casino will offer 51,000 sq. ft. of
gaming space, 1,400 video lottery terminals (with the ability to
add 300 machines, subject to demand), 52 table games, a 15-table
poker room, five restaurants and four bars including a cigar
lounge and wine bar, and a 1,000-seat events center.


SOVRAN SELF: Earns $9.5 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Sovran Self Storage Inc. reported $9.5 million net income on
$44.8 million of revenues for the third quarter ended Sept. 30,
2006, compared with an $8.6 million net income on $36 million of
revenues for the same period in 2005.

Rental revenues increased $8.5 million, or 24.5%, when compared to
rental revenues of $34.8 million in the quarter ended
Sept. 30, 2005.  Of this increase, $1.7 million is related to
Locke Sovran I, $1.9 million resulted from a 5.6% increase in
rental revenues at the 260 core properties considered in same
store, and the remaining $4.9 million increase in rental revenues
resulted from the acquisition of 41 stores during 2006 and from
having the 2005 acquisitions included for a full quarter of
operations.

Other operating income increased $238,000 due to increased
merchandise and insurance sales and the additional incidental
revenue generated by truck rentals.

Income from operations increased to $18.4 million from
$15.2 million primarily due to the $8.8 million increase in
revenues, partly offset by the $5.6 million increase in operating
expenses

Property operating and real estate tax expense increased
$3.8 million, or 30.6%, in the third quarter of 2006 compared to
the same period in 2005.  

Depreciation and amortization expense increased to $6.7 million in
the third quarter of 2006 from $5.4 million in the same period in
2005, primarily as a result of additional depreciation taken on
real estate assets acquired in 2006, a full quarter of
depreciation on 2005 acquisitions, and the consolidation of Locke
Sovran I, LLC.

Interest expense increased from $5.3 million in the third quarter
of 2005 to $8.4 million in the same period in 2006 as a result of
higher interest rates, additional borrowings under the company's  
line of credit and term notes to purchase 41 stores in 2006, and
the consolidation of Locke Sovran I, LLC as of Apr. 1, 2006.

At Sept. 30, 2006, the company's balance sheet showed $1 billion
in total assets, $567.4 million in total liabilities, and
$411.2 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?186e

                            Acquisitions

During 2006, the company used operating cash flow, borrowings
pursuant to a term note, and proceeds from its dividend
reinvestment and stock purchase plan to acquire 41 properties in
Alabama (3), Florida (3), Georgia (4), Louisiana (6), Missouri
(7), New Hampshire (2), New York (1), Tennessee (1), and Texas
(14) comprising 2.5 million square feet from unaffiliated storage
operators for $161.5 million.

                         Outstanding Debts

At Sept. 30,2006, the company had $66 million outstanding on its
line of credit and $350 million outstanding on its term notes.  
The company also had of $112.4 million at Sept. 30, 2006, a
significant increase from the $49.1 million of mortgages payable
at Dec. 31, 2005.

                     About Sovran Self Storage

Sovran Self Storage Inc. (NYSE: SSS) -- http://www.sovranss.com/  
--  is a self-administered and self-managed equity real estate
investmnet trust whose business is acquiring, developing and
managing self-storage facilities.  The company operates 327 stores
under the "Uncle Bob's Self Storage"(R) trade name in 22 states.

                           *     *     *

Sovran Self Storage, Inc.'s preferred stock carries Moody's
Investors Service's Ba1 rating.


STALLION OILFIELD: S&P Rates $300 Million Senior Notes at B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to private oilfield services provider Stallion
Oilfield Services Ltd.

At the same time, S&P assigned its 'B-' rating to the company's
$300 million senior unsecured notes due 2015 and our 'BB-' issue
rating and '1' recovery rating to the company's proposed
$125 million five-year revolving credit facility.

The '1' recovery rating indicates our expectation of a high (over
100%) recovery of principal in the event of a payment default.

Stallion will use the proceeds from the notes issuance to
refinance existing indebtedness and for general corporate
purposes.  Stallion is currently 76% owned by the
Carlyle/Riverstone Group.

Pro forma for the notes offering, Houston, Texas-based Stallion
will have about $305 million in total debt outstanding.

"The ratings on Stallion are underpinned by an acquisitive growth
strategy, a short operating track record, participation in the
highly cyclical North American oilfield services market, and a
highly leveraged financial risk profile," said Standard & Poor's
credit analyst Jeffrey Morrison.  "Weaknesses are not sufficiently
mitigated by a broadening product/services offering, an enhanced
geographic footprint, strengthening market position across the
company's various product lines (largely the result of recent
acquisitions), and an experienced management team," Mr. Morrison
continued.

The one-notch disparity between the corporate credit rating and
the rating on the senior unsecured notes reflects Stallion's
ability to incur secured indebtedness in excess of 15% of current
assets.  S&P notes that if Stallion were to increase its current
revolver size without a corresponding increase in assets (whereby
secured indebtedness exceeded 30% of assets), the notes could be
subject to additional downward notching.

The stable outlook is predicated on S&P's view that despite some
recent volatility in domestic natural gas prices, Stallion should
continue to benefit from favorable industry dynamics in the
domestic oilfield services markets.  In addition, we expect
liquidity and near-term cash flows to be sufficient to allow
Stallion to pursue planned growth initiatives and meet required
fixed charges.


STRATUS SERVICES: Gruber & Company LLC Raises Going Concern Doubt
-----------------------------------------------------------------
Gruber & Company LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Stratus Services Group Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Sept. 30, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

Stratus Services Group Inc. reported $1.4 million of net income on
$5.1 million of revenues for the year ended Sept. 30, 2006,
compared with a $368,561 net loss on $4.5 million of revenues for
the year ended Sept. 30, 2005.

The improvement in net earnings in fiscal 2006 is mainly due to
the $2.2 million decrease in operating expenses, the $1.4 million
decrease in interest expenses, the $1.7 million decrease in loss
from discontinued operations, the $1.6 million increase in gain on
sale of discontinued operations, and the $200,000 increase in
gross profit, partly offset by the $5.2 million decrease in gain
in change in value of warrants.

The increase in revenues was primarily a result of an increase in
billable hours.

Gross profit increased 15.8% to $1.5 million for the year ended
Sept. 30, 2006, from $1.3 million for the year ended
Sept. 30, 2005, primarily as a result of increased revenues.  
Gross profit as a percentage of revenues increased to 29.7% for
the year ended Sept. 30, 2006, from 29.2% for the year ended
Sept. 30, 2005, primarily as a result of increased permanent
placements.

At Sept. 30, 2006, the company's balance sheet showed $2 million
in total assets and $10.1 million in total liabilities, resulting
in an $8.1 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.9 million in total current assets
available to pay $9.2 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?185e

                   About Stratus Services Group

Headquartered in Manalapan, New Jersey, Stratus Services Group
Inc. (OTCBB: SSVG.OB) -- http://www.stratusservices.com/--   
provided a wide range of staffing and productivity consulting
services nationally through a network of offices located
throughout the United States until December 2005.  The company
plans on expanding its information technology staffing solutions
business through its 50% owned consolidated joint venture, Stratus
Technology Services LLC.


STRUCTURED ASSET: Losses Prompts S&P's Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
B certificate from Structured Asset Securities Corp. Mortgage Loan
Trust Series 2005-GEL4 on CreditWatch with negative implications.

Concurrently, the ratings on the remaining classes from this
transaction were affirmed.

The CreditWatch Time Warner Inc. placement reflects realized
losses that have outpaced excess spread.  During the past three
remittance periods, realized losses have outpaced excess interest
by approximately 3.72x.  The failure of excess spread to cover
monthly losses has caused an overcollateralization deficiency of
$1,787,950.  

As of the December 2006 distribution date, overcollateralization
represented 1.03% of the original pool balance, which is below its
target balance of 1.50% by approximately 30%.  Serious
delinquencies represent 11.82% of the current pool balance, and
cumulative realized losses represent 0.81% of the original pool
balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses that outpace excess interest, Standard & Poor's will likely
take additional negative rating actions.

Conversely, if excess interest grows to a point at which it is
sufficient to cover monthly losses, and overcollateralization
rebuilds toward its target balance, Standard & Poor's will affirm
the rating and removed it from CreditWatch.

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

The pool was initially composed of fixed- and adjustable-rate
mortgage loans.  The mortgage loans are secured mostly by first
liens on one- to four-family residential properties. A small
percentage of the mortgage pool includes mortgage loans that are
secured by second liens.
   
               Rating Placed On Creditwatch Negative
  
                 Structured Asset Securities Corp.
               Mortgage Loan Trust Series 2005-GEL4

                                Rating
                                ------
                  Class   To               From
                  -----   --               ----
                  B       BB/Watch Neg     BB
    
                        Ratings Affirmed
   
                 Structured Asset Securities Corp.
               Mortgage Loan Trust Series 2005-GEL4

                       Class    Rating
                       -----    ------
                       A, M1    AAA
                       M2       AA+
                       M3       A+
                       M4       A-
                       M5       BBB+
                       M6       BBB-


STRUCTURED ASSET: S&P Junks Rating on Series 2005-S5 Debt
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from Structured Asset Securities Corp.'s series 2005-S5 to 'CCC'
from 'B' and removed it from CreditWatch negative.

At the same time, the 'BB+' rating on class B-2 from the same
series was placed on CreditWatch negative.

Concurrently, the rating on class B from series 2005-S4 was
lowered to 'B' from 'BB' and remains on CreditWatch negative.  In
addition, the rating on class B from series 2004-S3 was lowered to
'CCC' from 'B' and removed from CreditWatch negative, while the
rating on class M-9 remains on CreditWatch negative.  

Finally, the ratings on 20 other classes from these three series
were affirmed.

The downgrades and negative CreditWatch placements for all three
transactions reflect realized losses that continue to outpace
excess interest and deteriorate credit support.  The ratings on
classes B and M-9 from series 2004-S3 are lowered and remain on
CreditWatch negative, respectively, due to losses that have
depleted overcollateralization for the transaction to 0.46%, or
$2.71 million, which is below its target of 0.50%, or $3.07
million.

Severe delinquencies total $7.85 million, or 6.90% of the current
pool balance, which has paid down to 18.53% of its original size.
     
The ratings on classes B-3 and B-2 from series 2005-S5 are lowered
and placed on CreditWatch negative, respectively, due to losses
that are eroding credit support.  Cumulative losses total $15.82
million, or 2.55% of the original pool balance, and severe
delinquencies total $12.41 million, or 3.32% of the current pool
balance.  Delinquencies, along with high losses, have caused
current credit support to fall below the amount necessary to
maintain the previous rating level for class B-3.     

The rating on class B from series 2005-S4 is lowered and remains
on CreditWatch negative due to losses that are eroding available
credit support, which consists of O/C, excess spread, and
subordination.  Cumulative losses total $8.16 million, or 4.35% of
the original pool balance, and severe delinquencies total $6.51
million, or 5.57% of the current pool balance.

Standard & Poor's removed the ratings on two classes from series
2005-S5 and 2004-S3 from CreditWatch because the ratings were
lowered to 'CCC'.  According to Standard & Poor's surveillance
practices, classes of certificates or notes from RMBS transactions
with ratings of 'CCC+' or lower are no longer eligible to be on
CreditWatch.
     
The collateral for series 2005-S4, 2005-S5, and 2004-S3 consists
of conventional, 30-year, fixed-rate, fully amortizing and balloon
second-lien mortgage loans.
  
        Rating Lowered And Remaining On Creditwatch Negative
  
                Structured Asset Securities Corp.

                                     Rating
                                     ------
            Series     Class   To               From
            ------     -----   --               ----
            2005-S4    B       B/Watch Neg      BB/Watch Neg
   
        Ratings Lowered And Removed From Creditwatch Negative
   
                Structured Asset Securities Corp.
     
                                     Rating
                                      ------
            Series     Class   To               From
            ------     -----   --               ----
            2005-S5    B-3     CCC              B/Watch Neg
            2004-S3    B       CCC              B/Watch Neg

               Rating Placed On Creditwatch Negative

                                     Rating
                                     ------
            Series     Class   To               From
            ------     -----   --               ----
            2005-S5    B-2     BB+/Watch Neg    BB+

              Rating Remaining On Creditwatch Negative

            Series     Class                Rating
            ------     -----                ------
            2004-S3    M-9                  B/Watch Neg
   
                        Ratings Affirmed
    
                Structured Asset Securities Corp.
   
             Series     Class                Rating
             ------     -----                ------
             2005-S5    A1, A2               AAA
             2005-S5    M-1                  AA+
             2005-S5    M-2                  AA
             2005-S5    M-3                  AA-
             2005-S5    M-4                  A
             2005-S5    M-5                  A-
             2005-S5    M-6                  BBB+
             2005-S5    M-7                  BBB
             2005-S5    M-8                  BBB-
             2005-S5    B-1                  BB+
             2005-S4    A                    A-
             2004-S3    M-1                  AA+
             2004-S3    M-2                  AA
             2004-S3    M-3                  AA-
             2004-S3    M-4                  A
             2004-S3    M-5                  A-
             2004-S3    M-6                  BBB+
             2004-S3    M-7                  BBB
             2004-S3    M-8                  BBB-


SWEETMAN RENTAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sweetman Rental, LLC
        dba Sweetman Music
        fdba Sweetman Rental, Inc.
        711 North Columbus Street
        Lancaster, OH 43130

Bankruptcy Case No.: 07-50116

Type of Business: The Debtor sells musical instruments in Central
                  and Southeastern Ohio, and offers repair
                  services on musical instruments.
                  See http://www.sweetmanmusic.com/

Chapter 11 Petition Date: January 9, 2007

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Matthew Fisher, Esq.
                  Allen, Kuehnle, Stovall & Neuman LLP
                  21 West Broad Street, Suite 400
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Jupiter Band Instruments           Trade Debt            $311,099
11310 Highway 290 West
Austin, TX 78737

Landmark Financial Corp.           Trade Debt            $236,690
P.O. Box 5592
Denver, CO 80217-5592

Pentech Financial Services, Inc.   Trade Debt            $132,429
910 East Hamilton Avenue
Suite 400
Campbell, CA 95008

Conn-Selmer, Inc.                  Trade Debt            $113,311
P.O. Box 310
Elkhart, IN 46515

U.S. Bancorp Manifest              Trade Debt             $97,162
Funding Services
1450 Channel Parkway
Marshall, MN 56258

Internal Revenue Service           Tax Debt               $87,571

Alliance Financial Group           Trade Debt             $71,270

Fairfield County                   Tax Debt               $62,000

Puget Sound Leasing Co., Inc.      Trade Debt             $60,821

Lakeland Bank Equipment            Trade Debt             $58,504

Financial Pacific Leasing LLC      Trade Debt             $51,774

Leaf Funding                       Trade Debt             $48,150

MD Capital                         Trade Debt             $35,203

E.K. Blessing Co., Inc.            Trade Debt             $27,135

Alliance Funding Group             Trade Debt             $26,198

Ohio Department of Taxation        Tax Debt               $18,842

Pawnee Leasing Corp.               Trade Debt             $14,950

Entertainment Music                Trade Debt             $14,898

AEW Equipment LLC                  Trade Debt             $12,665

St. Louis Music, Inc.              Trade Debt             $12,500


TERAYON COMM: Posts $3.1 Million Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Terayon Communication Systems Inc. reported its financial
statements for the third quarter ended Sept. 30, 2006, with the
Securities and Exchange Commission on Jan. 10, 2007.

Terayon Communication Systems Inc. reported a $3.1 million net
loss on $16.8 million of revenues for the quarter ended
Sept. 30, 2006, compared with an $8.1 million net loss on
$23.4 million of revenues for the same period in 2005.

The overall decrease in revenues was primarily due to decreased
sales of the company's home access solutions and cable modem
termination systems products following discontinuation of both
product lines.

The decrease in net loss is primarily due to the increase in
revenues from the sales of higher margin digital video solutions
products and a decrease in revenues from lower margin HAS and CMTS
products, the $725,000 decrease in operating expenses, and the
$295,000 increase in interest income.  This was partly offset by a
$19,000 other expense in the current quarter, compared with a $1.2
million other income in 2005.  

At Sept. 30, 2006, the company's balance sheet showed
$56.8 million in total assets, $32.4 million in total liabilities,
and $24.4 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?1865

At Sept. 30, 2006, the company had $27.5 million in cash and cash
equivalents and short-term investments compared to $101.3 million
as of Dec. 31, 2005.  The reduction in cash and cash equivalents
and short-term investments of $73.8 million since Dec. 31, 2005,
was primarily attributable to the repayment in March 2006 of
$65.6 million in the aggregate principal amount of the 5%
convertible subordinated notes, including all accrued and unpaid
interest and related fees, and the funding of operating
activities.  

                           About Terayon

Headquartered in Santa Clara, California, Terayon Communication
Systems Inc. (Other OTC: TERN.PK) -- http://www.terayon.com/ --  
provides real-time digital video networking applications to cable,
satellite and telecommunication service providers worldwide.

                           *     *     *

The company's long-term local and foreign issuer credits carry
Standard & Poor's B- rating.


TERRA CAPITAL: Launches Cash Offering on Senior Secured Notes
-------------------------------------------------------------
Terra Capital Inc. has commenced a cash tender offer for any and
all of its 12-7/8% Senior Secured Notes due 2008 and 11-1/2%
Second Priority Senior Secured Notes due 2010.  The two series of
debt securities have combined principal amounts outstanding of
$331,300,000.

As part of this offer, Terra Capital is soliciting noteholders'
consents to amend certain provisions of these notes and the
related indentures.  The tender offer and consent solicitation are
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement dated Jan. 10, 2007, and a related Letter
of Transmittal and Consent, which more fully set forth the terms
and conditions of the tender offer and consent solicitation.

For both offers, the deadline to receive the consent payment for
the consent solicitation is 5:00 p.m. Eastern Standard Time (EST)
on Jan. 24, 2007 and the expiration date is midnight EST, on
Feb. 7, 2007.  Holders may withdraw their tendered notes and
related consents prior to 5:00 p.m. EST on Jan. 24, 2007.  The
tender offer and these dates may be extended by Terra Capital.

The purchase prices for notes of each series will be determined at
2:00 p.m. EST on Jan. 25, 2007 in the manner described in the
Offer to Purchase and Consent Solicitation Statement.  The
purchase price for the 12-7/8% Senior Secured Notes and 11-1/2%
Second Priority Senior Secured Notes will be a "fixed spread"
price. The fixed spread prices for each of the two series of notes
will be calculated using a yield equal to a fixed spread of 50
basis points plus the yield to maturity of, in the case of the
12-7/8% Senior Secured Notes, the 3.125% U.S. Treasury Note due
Oct. 15, 2008 and, in the case of the 11-1/2% Second Priority
Senior Secured Notes, the 3.50% U.S. Treasury Note due May 31,
2007.

The purchase price for notes of each series includes a consent
payment that is equal to $20 per $1,000 principal amount of the
notes.  Holders of notes tendered after the deadline to receive
the consent payment for the consent solicitation will not receive
the consent payment.

The proposed amendments to the indentures governing the notes
would eliminate most of the indentures' principal restrictive
covenants and certain events of default and would amend certain
other provisions contained in the indentures.  Adoption of the
proposed amendments requires the consent of the holders of at
least a majority of the aggregate principal amount of the Notes
outstanding.  Holders who tender their notes will be deemed to
consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their notes
in the tender offer.

Terra Capital intends to fund the payment of the total
consideration with debt financing. The tender offer is conditioned
upon the receipt of debt financing sufficient to pay the total
consideration and related fees and expenses.  The tender offer is
also conditioned upon, among other things, a minimum tender
condition.

Terra Capital has retained Citigroup Corporate and Investment
Banking to serve as dealer manager for the tender offer and
consent solicitation.  Global Bondholder Services Corporation will
serve as the depositary and information agent for the tender offer
and consent solicitation.

Based in Sioux City, Iowa, Terra Industries Inc. is a major
North American producer of anhydrous ammonia, UAN solutions, and
urea and a leading producer of ammonium nitrate in the U.S. and
the U.K.  For the trailing 12-month period ended June 30, 2006,
Terra had revenue of $1.9 billion, EBITDA of approximately
$117.9 million, and total debt with equity credit of
$354.5 million.

                        *     *     *

As reported in Troubled Company Reporter in Sept. 25, 2006,
Fitch Ratings upgraded the rating on Terra Capital, Inc.'s
11.5% second priority senior secured notes.  In addition, Fitch
affirms all other ratings of Terra Industries Inc.'s and its
subsidiaries Terra Capital, Inc. and Terra Nitrogen, L.P.  The
Rating Outlook is Stable.


TITANIUM METALS: Dr. Charles Entrekin Rejoins as President and COO
------------------------------------------------------------------
Dr. Charles H. Entrekin has rejoined Titanium Metals Corporation
in the position of president and chief operating officer.

Dr. Entrekin was formerly executive vice president - Commercial of
TIMET until 2002.  Since 2003, Dr. Entrekin has been a senior
advisor for Safeguard International Fund, during which time he
held various senior management positions with businesses owned or
controlled by Safeguard.  Recently, Dr. Entrekin served as
president and chief Executive officer of Timminco, Ltd, which
produces and markets specialty magnesium, silicon metal and
specialty ferrosilicon, calcium and strontium alloys.

Steven L. Watson, vice chairman and chief executive officer, said
"I believe there are exceptional opportunities for our Company in
the titanium metal industry.  The management of TIMET is committed
to pursue these opportunities and continue to grow and expand our
business.  Dr. Entrekin has the knowledge and experience necessary
to help the Company fully realize its potential."

Headquartered in Dallas, Texas, Titanium Metals Corporation
(NYSE: TIE) -- http://www.timet.com/-- is a worldwide producer of  
titanium metal products.

                           *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TRANSDIGM GROUP: Buying Aviation Tech. for $430 Million in Cash
---------------------------------------------------------------
TransDigm Group Incorporated has signed a definitive agreement to
purchase Aviation Technologies Inc. for a total enterprise value
of approximately $430 million in cash.  TransDigm expects to
finance the acquisition primarily through a combination of senior
and subordinated debt.

ATI, which is based in Seattle, Wash., consists of two primary
operating units that service the commercial and military aerospace
markets -- Avtech and ADS/Transicoil.  Avtech supplies flight deck
and passenger audio systems, cabin lighting and power control
products and related components.  ADS/Transicoil supplies
displays, clocks, brushless motors and related components and
instruments.  About 95% of ATI's revenue is generated from the
global aerospace industry, with approximately 80% of such revenue
coming from the commercial market and approximately 20% of such
revenue coming from the military market.  ATI employs
approximately 600 people in its Seattle, Bellevue, Collegeville
and Malaysian operations.

"This is the first sizable acquisition opportunity that we have
seen in several years that meets our stringent strategic,
operational and value-creation criteria," stated W. Nicholas
Howley, TransDigm's Chairman and Chief Executive Officer.  "ATI
fits well with our consistent focus on proprietary aerospace
components with broad platform positions and significant
aftermarket content.  Approximately 90% of ATI's revenue comes
from proprietary products and about 50% of ATI's revenue is
related to the aftermarket.  Additionally, this acquisition
expands our existing positions in aerospace motors and electrical
power applications and also opens up a new growth platform in
flight deck and cabin electronics products."

For the calendar year ending Dec. 31, 2006, ATI is expected to
have approximately $105 million in revenues and approximately
$35 million of EBITDA.  The 2006 EBITDA is expected to include
approximately $3 million of program development expenses for
products that ATI will be providing on the Boeing 787, $3 million
of ATI corporate overhead, and $1 million of one time
relocation/severance charges.

"These are well run businesses," continued Mr. Howley, "However,
consistent with our past acquisition history, we expect to see
margin improvements as we integrate the ATI businesses into our
culture and management processes.  We expect to realize cost
savings relatively quickly in ATI's corporate overhead, and then
to more gradually improve the margins as Boeing 787 development
costs ramp down, our restructuring activities are concluded, and
we implement TransDigm's value drivers throughout the
organization.  Excluding purchase price accounting adjustments, we
anticipate this acquisition will be slightly accretive over the
first twelve months of ownership and increasingly so thereafter."

The acquisition, which is expected to close in the next sixty
days, is subject to regulatory approvals and customary closing
conditions.  The transaction will be accounted for under purchase
accounting rules.

                     About TransDigm Group

TransDigm Group Inc. (NYSE: TDG) -- http://www.transdigm.com/--  
designs, produces and supplies highly engineered aircraft
components for use on commercial and military aircraft.  Major
product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry, include ignition
systems and components, gear pumps, mechanical/electromechanical
actuators and controls, NiCad batteries/chargers, power
conditioning devices, hold-open rods and locking devices,
engineered connectors, engineered latches and cockpit security
devices, lavatory hardware and components, specialized AC/DC
electric motors and specialized valving.


TRANSDIGM INC: Fitch Puts Subor. Notes' B- Rating on Neg. Watch
---------------------------------------------------------------
Fitch Ratings has placed TransDigm Inc.'s 'B-/RR5' senior
subordinated notes on Rating Watch Negative.  TransDigm Group,
parent of TDI, has announced plans to acquire Aviation
Technologies Inc. and plans to issue debt to fund most of the
$430 million acquisition.

Fitch does not expect these ratings to be affected by the
acquisition and the debt issued to fund it:

TransDigm Group

    -- Issuer Default Rating 'B'.

TransDigm Inc.

    -- Issuer Default Rating 'B';
    -- Senior secured bank debt 'BB-/RR2'

The Rating Watch Negative is based on the likelihood of a decline
in expected recovery in a distressed scenario for the senior
subordinated notes.  TDG management has indicated that it plans to
issue a combination of senior and subordinated debt.  Should a
significant portion of the debt issued be senior secured, expected
recovery of senior subordinated debt would decline, lowering its
ratings.  Any decrease is likely to be limited to one notch.
Resolution of the Negative Rating Watch will be based upon how TDG
funds the acquisition.


TRANSDIGM INC: S&P Affirms B+ Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on aerospace supplier TransDigm
Inc.  The outlook is stable.  About $925 million of debt is
outstanding.

The action follows the announcement by TransDigm Group Inc. (not
rated), the company's ultimate parent, of a definitive agreement
to purchase Aviation Technologies Inc. for about $430 million in
cash, to be financed through a combination of senior and
subordinated debt.

"Although the acquisition will weaken credit protection measures,
including consolidated debt to EBITDA to a relatively high 5.7x
from the current 4.5x, anticipated material debt reduction from
free cash flow should restore an appropriate financial profile in
the intermediate term," said Standard & Poor's credit analyst
Roman Szuper.  "Still, the ATI transaction, expected to close in
the next 60 days, significantly limits flexibility for additional
acquisitions."

ATI, with 2006 revenues of $105 million and EBITDA of $35 million,
is a leading supplier of flight deck and passenger audio systems,
cabin lighting, and power control products to the commercial
aerospace (80%) and military (20%) markets.  ATI's business mix
(about 90% of revenues comes from proprietary products and 50% is
related to the aftermarket, with broad platform positions) is a
good fit with TransDigm's existing operations.  Similar to
previous acquisitions, the ATI purchase offers an opportunity to
cut costs and improve margins.

The ratings on TransDigm reflect a highly leveraged balance sheet,
the cyclical and competitive pressures of the commercial aerospace
industry, an active acquisition program, and a relatively modest
scale of operations (around $450 million revenues), but
incorporate the firm's leading positions in niche markets and very
strong profit margins.  TransDigm is a well-established supplier
of highly engineered aircraft components for nearly all commercial
and military airplanes as well as engines.

A sustained recovery in the commercial aerospace market, efforts
to reduce costs, and the proven ability to maintain high margins
should enable TransDigm to offset increased debt levels and
improve its credit profile.  The outlook could be revised to
negative if leverage is not reduced meaningfully in the
intermediate term.  The outlook revision to positive is not
likely, as the rating incorporates an expectation of strengthening
in credit measures.


UNITED SURGICAL: Merging with UNCN in $1.8 Billion Deal
-------------------------------------------------------
United Surgical Partners International, Inc., has signed an
agreement to merge with UNCN Acquisition Corp., an affiliate of
Welsh, Carson, Anderson & Stowe.  The transaction is valued at
approximately $1.8 billion, including the assumption of certain
debt obligations of USPI pursuant to the merger.

Under the terms of the merger agreement, the holders of USPI
common stock will receive $31.05 per share in cash for their
shares, which represents a 13.4% premium above the Jan. 5, 2007
closing price of $27.39, a 21.2% premium above the closing price
of $25.62 on Nov. 13, 2006 (the day prior to receipt of Welsh
Carson's initial offer) and a premium of 18.8% above the average
closing price of the USPI shares for the last three months of
$26.13.

USPI's Board of Directors approved the transaction following the
unanimous recommendation of a Special Committee composed entirely
of independent directors.

Commenting on the announcement, Mr. Donald E. Steen, Chairman of
USPI, stated, "Our Special Committee and our Board believe that
this transaction is in the best interests of our stockholders,
while positioning the Company more favorably to respond to
changing market conditions.  USPI will continue its intense focus
on providing high-quality health services in partnership with its
physician and non-profit health system partners.  In addition, we
expect to continue to pursue growth opportunities as they arise.
We do not expect the transaction to result in any changes in
USPI's management."

"Welsh Carson was the founding stockholder of USPI," said Scott
Mackesy, a General Partner of Welsh Carson.  "We are enthusiastic
about working again with management and putting our extensive
experience and resources to work in helping USPI pursue its
strategic objectives."

The closing of the transaction is subject to approval by USPI's
stockholders, requisite antitrust and other customary closing
conditions.  The transaction is expected to be completed in the
second quarter of 2007, with the exact timing being dependent on
the completion of SEC filings and clearance as well as other
factors. The transaction is not subject to a financing condition.

The merger agreement allows USPI until Feb. 17, 2007, to actively
solicit other possible bidders and, thereafter, subject to certain
conditions, to respond to unsolicited inquiries by other persons
interested in acquiring the Company.  Should a superior offer be
received and accepted, USPI may, subject to certain conditions
(including payment of a termination fee), terminate the merger
agreement with the Welsh Carson affiliates.  In connection with
such termination, the Company must pay a fee of $42.5 million to
an affiliate of Welsh Carson, unless such termination is in
connection with a proposal received prior to the no-shop period
start date, in which case the Company must pay a fee of
$14.7 million to such Welsh Carson affiliate.

USPI has been advised by JP Morgan Securities Inc., financial
advisor to the Special Committee, and Simpson Thacher & Bartlett
LLP, counsel to the Special Committee.  Welsh Carson has been
advised by Citigroup Corporate and Investment Banking and Lehman
Brothers Inc., as M&A advisors, and Ropes & Gray LLP, as counsel.

                       About Welsh Carson

Welsh Carson, Anderson & Stowe is one of the largest private
equity firms in the U.S. and the largest in the world focused
exclusively on investments in the healthcare services, information
and business services industries.  Since its founding in 1979,
Welsh Carson has organized 14 private investment partnerships with
total capital of more than $16 billion and has completed over 200
management buyouts and initial investments.  The firm currently
invests out of Welsh, Carson, Anderson & Stowe X, L.P., a
$3.5 billion equity fund and WCAS Capital Partners IV, L.P., a
$1.3 billion dedicated subordinated debt fund.  Welsh Carson was
the founding investor of USPI in 1998.

                           About USPI

United Surgical Partners International, Inc. (NASDAQ:USPI) --
http://www.unitedsurgical.com/-- was founded in 1998 by Mr. Steen  
and Welsh Carson to own and manage short-stay surgical facilities.
Today, USPI has ownership interests in or operates 141 surgical
facilities.  Of the Company's 138 domestic facilities, 78 are
jointly owned with not-for-profit healthcare systems.  The Company
also operates three facilities in London, England.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based surgical facilities owner and
operator United Surgical Partners International Inc. to 'B+' from
'BB-'.  At the same time, the rating was placed on CreditWatch
with negative implications, after the report that the company has
agreed to be acquired by UNCN Acquisition Corp., an affiliate of
Welsh, Carson, Anderson & Stowe.


USG CORP: Four Bankruptcy Professionals Want $2.5 Mil. Fees Paid
----------------------------------------------------------------
Four additional professionals retained in connection with the
Reorganized USG Corporation and its debtor affiliates' Chapter 11
cases filed applications for final Court approval and allowance of
fees and reimbursement of expenses amounting to a total of
$2,564,093, pursuant to Sections 330 and 331 of the Bankruptcy
Code.

  Professional             Period         Total Fees   Expenses
  ------------             ------         ----------   --------
  Weil, Gotshal       05/04/05-06/20/06   $2,474,888    $61,530
  & Manges LLP

  Morris, Nichols,    06/21/06-11/30/06       11,401      1,756
  Arsht & Tunnell LLP

  Loizides &          06/21/06-12/29/06        8,897        100
  Associates

  Duane Morris LLP    06/21/06-10/31/06        4,091      1,430

Weil Gotshal and Morris Nichols served as counsel for the
Statutory Committee of Equity Security Holders.  Loizides served
as special counsel to the Official Committee of Unsecured
Creditors.  Duane Morris also represented the Creditors
Committee.

Weil Gotshal also asks the Court to direct the Reorganized Debtors
to pay (i) $77,463 in fees and $2,295 as reimbursement for
expenses incurred from June 20, 2006, to Nov. 30, 2006, and (ii)
an estimated $18,330 in fees and $3,000 in expenses incurred in
December 2006.

The Reorganized Debtors have already paid some of the
professionals' interim fees.

                   U.S. Trustee Objects to Fee
               Applications of Three Professionals

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, filed an
omnibus objection to the final fee applications of Jones Day,
Cooley Godward Kronish LLP, and Chilmark Partners LLC.

David M. Clauder, Esq., in Wilmington, Delaware, asserts that the
staffing used by both Jones Day and Cooley is unreasonable.

Mr. Clauder says the Reorganized Debtors' complex Chapter 11 cases
does not give Jones Day unlimited authority to employ a multitude
of attorneys and paraprofessionals as this will only lead to
duplication of effort, certain inefficiencies, and excessive
billing.

The U.S. Trustee contends that Chilmark's fees are unreasonable.
The U.S. Trustee asserts that the time Chilmark spent on
legislative matters was not beneficial to the estate.

                    Jones Day & Cooley Respond

Jones Day, Cooley, and Chilmark ask the Court to overrule the U.S.
Trustee's objection to their fee applications.

David G. Heiman, Esq., at Jones Day, in Cleveland, Ohio, points
out that the U.S. Trustee has superficially aggregated the number
of professionals employed by the firm during the entire five-year
period of the Reorganized Debtors' cases without any attempt to
relate the bare statistics to the circumstances of the cases, and
the demands on Jones Day or the results achieved.

Mr. Heiman also asserts that the U.S. Trustee's objection offers
no facts or relevant case law to support her allegation.

J. Michael Kelly, Esq., at Cooley Godward Kronish LLP, in San
Francisco, California, tells the Court that Cooley's staffing was
reasonable and necessary.  He notes that the Reorganized Debtors
fully support Cooley's Application.

It would be inequitable to reduce Cooley's fees based on the U.S.
Trustee's eleventh hour objection to the final fee application
considering that the U.S. Trustee took no action on the firm's
quarterly interim fee applications, Mr. Kelly says.

                Court Grants 46 Professionals' Fees

The Court grants the final fee applications of 46 professionals,
aggregating $143,250,726 in professional fees and $8,152,348 in
expenses.  The professionals include:

  Professional               Fees        Expenses       Total
  ------------               ----        --------       -----
  Cooley Godward, LLP    $22,020,925    $1,214,612   $23,235,536

  Jones Day               20,503,808       986,255    21,490,063

  Chilmark Partners LLC   20,673,333       123,938    20,797,271

  Leydig Voit &           11,186,178     2,345,382    13,531,559
  Mayer, Ltd.

  Deloitte & Touche LLP    7,716,182        33,854     7,750,035

  Kaye Scholer, LLP        6,692,136       405,024     7,097,160

  Houlihan Lokey           5,611,667        29,483     5,641,150
  Howard & Zukin

  L. Tersigni              4,642,930        30,860     4,673,791
  Consulting P.C.

  PricewaterhouseCoopers   3,754,396       128,510     3,882,905

   FTI Consulting, Inc.    3,395,052        31,561     3,426,613

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--  
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 127; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WACHOVIA BANK: Fitch Ups Rating on $6.7 Mil. Class M Certs. to BB
-----------------------------------------------------------------
Fitch Ratings upgrades Wachovia Bank Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2003-C4, as:

    -- $22.3 million class D to 'AAA' from 'AA';
    -- $12.3 million class E to 'AAA' from 'AA-';
    -- $12.3 million class F to 'AA' from 'A+';
    -- $12.3 million class G to 'A+' from 'A';
    -- $12.3 million class H to 'A' from 'A-';
    -- $20.1 million class J to 'BBB+' from 'BBB';
    -- $8.9 million class K to 'BBB' from 'BBB-';
    -- $6.7 million class L to 'BBB-' from 'BB+';
    -- $6.7 million class M to 'BB' from 'BB-';
    -- $1.1 million class N to 'BB-' from 'B+';
    -- $4.5 million class O to 'B+' from 'B'.

In addition, Fitch affirms these classes:

    -- $37.6 million class A-1 at 'AAA';
    -- $236.6 million class A-1A at 'AAA';
    -- $374.1 million class A-2 at 'AAA';
    -- Interest-only class X-C at 'AAA';
    -- Interest-only class X-P at 'AAA'.
    -- $34.6 million class B at 'AAA';
    -- $11.1 million class C at 'AAA'.

Fitch does not rate the $22.3 million class P certificates.

The rating upgrades are due to the transaction's stable
performance combined with increases in credit enhancement
resulting from paydown and defeasance.  Eight loans (8.7%) have
defeased, including three of the largest ten loans in the pool.  
In addition, as of the December 2006 distribution date, the pool
has paid down 6.3% to $835.6 million from $891.8 million at
issuance.

As master servicer, Wachovia Securities collected second or third
quarter 2006 financials for 76.8% of the transaction, excluding
the eight loans that have defeased (6.6%).  The year to date
weighted average debt service coverage ratio (DSCR) was 1.65 times
(x).

There are currently no delinquent or specially serviced loans.


W.R. GRACE: Court Okays $13 Million Settlement Pact with IRS
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approve the
$13,000,000 settlement agreement of W.R. Grace & Co. with the U.S.
government resolving certain employee taxes and all related tax
exposure with respect to 1993 to 1998 tax periods.

The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware also expunged Claim No. 15361 and
reduces Claim No. 835 relating to liability for corporate income
tax to $129,000,000.

CCHP, Inc., a wholly owned, indirect subsidiary of W.R. Grace &
Co.-Conn., operated a nationwide, temporary staffing healthcare
business supplying nurses and other healthcare professionals from
1991 to July 1996.

CCHP and MRA Staffing Systems, Inc., formed Cross Country
Staffing, a Delaware general partnership, in July 1996.  CCHP
contributed its temporary staffing business to CCS in exchange for
a 64% partnership interest, and MRA provided its similar business
for a 36% interest.  At that time, MRA Staffing was owned
indirectly by United Kingdom-based Nestor Healthcare Group PLC
through a series of U.S. holding corporations.

In conducting the Healthcare Staffing Business, the Healthcare
Companies maintained a database of over 200,000 healthcare
professionals interested in temporary assignments at client
hospitals throughout the U.S. and the Virgin Islands.  Over 2,000
professionals are typically placed in temporary assignments per
day, with assignments lasting for approximately three months.  For
the 1993 to 1998 tax periods, there were in excess of 38,000
temporary assignments.

In 1998, Nestor Healthcare and W.R. Grace & Co. decided to sell
the Healthcare Staffing Business.  To facilitate a third party
sale, Grace International Holdings, Inc., a Grace-Conn.
subsidiary, acquired in July 1999 Nestor Healthcare's interest in
the business for approximately $56,000,000.  Under the terms of
the sale, Nestor Healthcare agreed to indemnify certain Grace-
Conn. affiliates for 36% of any CCS tax liabilities incurred up to
the sale's closing date.

CCS also sold the Healthcare Staffing Business to Charterhouse
Inc. for approximately $190,000,000.  Following that sale, the
Healthcare Companies ceased to conduct any form of healthcare
staffing business.

                   Per Diem and Lodging Plans

In 1992, CCHP instituted a meal and incidental expense allowance
plan for its employees in temporary assignments, providing per
diem reimbursement in an amount provided by federal regulations.  
CCHP and CCS continued the reimbursement plans until the
Healthcare Staffing Business sale in 1999.

To be eligible for the per diem and lodging benefit, an employee
was required to submit a completed Residence Information
Questionnaire designed to provide the Healthcare Companies with
sufficient information to determine the location of an employee's
"tax home," as defined by law.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, in Wilmington, Delaware, relates that if, based on
its review of an employee's RIQ, the Healthcare Companies
determined that the temporary assignment required the employee to
travel away from his "tax home" overnight, the expense
reimbursement was excluded from the employee's taxable
compensation.  If the temporary assignment did not involve an
overnight stay, the reimbursement was included in the employee's
taxable compensation, subject to liability for Federal Insurance
Contribution Act taxes and federal income tax withholding taxes.

                         IRS Assessments

IRS, along with the Department of Justice, contend that the
Healthcare Companies were required to treat all of the per diem
and lodging payments as compensation subject to the Employment
Taxes, based on several different legal and factual theories.

Following the sale of the Healthcare Staffing Business, IRS'
assessments for the 1993 to 1998 tax periods aggregate
approximately $61,900,000, representing the Healthcare Companies'
total exposure for the Employment Taxes, excluding possible
interest and penalties.

The IRS filed priority claims for the Employment Taxes and accrued
interest during the stated tax periods aggregating approximately
$79,200,000.  Specifically, the IRS Claims that remain outstanding
are:

   -- Claim No. 15361 filed against CC Partners, formerly CCS;
      and

   -- Claim No. 835 against CCHP.

                  $13-Mil. IRS Claims Settlement

The Debtors sought the Court's authority to enter into a
settlement with the U.S. Government to resolve the Employee Taxes
and all related tax exposure with respect to 1993 to 1998 tax
periods.

The Settlement requires the Debtors to:

   (a) make a lump sum payment of $13,000,000 to the Government,
       which payment would not be deductible; and

   (b) forgo any claim to deductions that arguably arise from
       treating previously non-deductible meal and incidental
       expense payments as additional compensation expense.

If the $13,000,000 payment is not paid by the 181st day after the
date the Settlement was accepted by the DOJ, the payment will bear
interest at a statutory rate under Sections 6621(a)(2), 6621(c)
and 6622 of the Internal Revenue Code.

The Settlement further provides that, upon the $13,000,000
settlement payment:

   (i) Claim No. 15361 will be deemed fully satisfied and
       expunged; and

  (ii) all amounts stated in Claim No. 835 for the Employment
       Taxes will be deemed fully satisfied and Claim No. 835
       will be reduced to $129,000,000, relating to liability for
       corporate income tax.

The Debtors preserve their rights, however, to object to the
remaining amount stated in Claim No. 835 on whatever grounds are
appropriate.

Mr. O'Neill relates that the Settlement is evidenced by:

   -- a settlement offer letter from CCHP and a corresponding
      acceptance letter from the DOJ for the tax case currently
      pending in the U.S. Court of Federal Claims; and

   -- four closing agreements between IRS and various parties
      with respect to tax periods between January 1, 1996, and
      July 28, 1999.

Mr. O'Neill says that the DOJ Settlement Documents and the three
closing agreements have been fully executed and are contingent
solely on the Court's approval and execution of a multiparty
closing agreement among the IRS, GN Holdings, Inc., Fresenius
Medical Care Holdings, Inc., Sealed Air Corp., and Grace.

Moreover, Nestor Healthcare has confirmed, in writing, to the
Debtors that it will pay its proportionate share of approximately
$2,700,000, thus reducing the Debtors' net cost for the Settlement
to $10,300,000.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.  (W.R. Grace
Bankruptcy News, Issue No. 119; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


* BOND PRICING: For the week of January 8 - January 12, 2006
------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
AHI-DFLT07/05                         8.625%  10/01/07    70
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    73
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    64
Archibald Candy                      10.000%  11/01/07     0
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     1
Autocam Corp.                        10.875%  06/15/14    26
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     8
BBN Corp                              6.000%  04/01/12     0
Burlington North                      3.200%  01/01/45    57
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    69
Cell Therapeutic                      5.750%  06/15/08    74
Cell Genesys Inc                      3.125%  11/01/11    74
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    40
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    71
Dana Corp                             5.850%  01/15/15    71
Dana Corp                             6.500%  03/15/08    75
Dana Corp                             7.000%  03/15/28    73
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             9.000%  08/15/11    73
Dana Corp                            10.125%  03/15/10    74
Decode Genetics                       3.500%  04/15/11    70
Delco Remy Intl                       9.375%  04/15/12    36
Delco Remy Intl                      11.000%  05/01/09    43
Delta Air Lines                       2.875%  02/18/24    66
Delta Air Lines                       7.700%  12/15/05    68
Delta Air Lines                       7.900%  12/15/09    68
Delta Air Lines                       8.000%  06/03/23    69
Delta Air Lines                       8.300%  12/15/29    69
Delta Air Lines                       9.250%  12/27/07    67
Delta Air Lines                       9.250%  03/15/22    71
Delta Air Lines                       9.750%  05/15/21    71
Delta Air Lines                      10.000%  08/15/08    71
Delta Air Lines                      10.125%  05/15/10    69
Delta Air Lines                      10.375%  02/01/11    66
Delta Air Lines                      10.375%  12/15/22    66
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    71
Dov Pharmaceutic                      2.500%  01/15/25    48
Dura Operating                        8.625%  04/15/12    34
Dura Operating                        9.000%  05/01/09     6
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    70
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    73
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    72
Ford Motor Co                         7.400%  11/01/46    74
Ford Motor Co                         7.700%  05/15/97    74
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Home Prod Intl                        9.625%  05/15/08    45
Insight Health                        9.875%  11/01/11    29
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    31
Iridium LLC/CAP                      11.250%  07/15/05    32
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    32
Isolagen Inc.                         3.500%  11/01/24    74
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03    11
Kellstrom Inds                        5.750%  10/15/02     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            8.990%  07/05/10     6
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    20
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    65
Lifecare Holding                      9.250%  08/15/13    63
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    67
MRS Fields                            9.000%  03/15/11    68
New Orl Grt N RR                      5.000%  07/01/32    70
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    74
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    67
Global Health Sc                     11.000%  05/01/08     5
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     4
Outboard Marine                      10.750%  06/01/08     6
Pac-West-Tender                      13.500%  02/01/09    29
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     8
Pixelworks Inc                        1.750%  05/15/24    74
Pliant Corp                          13.000%  07/15/10    52
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Primus Telecom                        3.750%  09/15/10    36
Primus Telecom                        8.000%  01/15/14    61
Primus Telecom                       12.750%  10/15/09    70
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     1
Railworks Corp                       11.500%  04/15/09     1
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    13
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    69
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    35
United Air Lines                      9.560%  10/19/18    57
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    47
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.800%  01/01/49    10
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Universal Stand                       8.250%  02/01/06     0
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     6
Werner Holdings                      10.000%  11/15/07    10
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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