TCR_Public/070117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 17, 2007, Vol. 11, No. 14

                             Headlines

ADELPHIA COMM: Has Until Feb. 26 to Object to Joint Venture Claims
ADELPHIA COMMS: Court Approves Pact Resolving Verizon's 4 Claims
ADVANCED CARDIOLOGY: Section 341(a) Meeting Slated for February 12
ADVENTURE PARKS: Hires Amusement Entertainment as Consultant
ADVENTURE PARKS: Brings In Boyd DuRant as Special Florida Counsel

ADVENTURE PARKS: Court Approves Callaway Partners as Consultant
AIRTRAN HOLDINGS: Midwest Air Board to Review Exchange Offer
AMERICAN TOWER: Earns $3.5 Million in Third Quarter Ended Sept. 30
AMTROL INC: Court Approves Edwards Angell as Bankruptcy Counsel
AMTROL INC: U.S. Trustee Appoints Three-Member Creditors Panel

ASARCO LLC: Branin Classes Want Stay Lifted to Foreclose Interest
ASARCO LLC: Must Produce Certain Documents Until February 26
AVA ALLUMS: Voluntary Chapter 11 Case Summary
BEST MFG: Court Extends Exclusive Plan-Filing Period to April 6
CALPINE CORP: Fund Discloses Recent Commercial Developments

CARLOS ALBRECHT: Case Summary & 15 Largest Unsecured Creditors
CHAPARRAL ENERGY: Prices $325 Mil. Senior Notes Private Offering
CLASSIC AUTO: Case Summary & 19 Largest Unsecured Creditors
CLEAN HARBORS: Wants to Employ Heller Draper as Bankruptcy Counsel
COOLBRANDS INTERNATIONAL: Exploring Potential Sale of Subsidiaries

COUDERT BROTHERS: Has Until March 21 To Remove Civil Actions
CREDIT SUISSE: Fitch Holds B- Rating on $19.2 Mil. Class I Certs.
DAIMLERCHRYSLER: Chrysler Will Present Restructuring Plan
DELPHI CORP: Can Enter Into EPCA & Plan Framework Support Pacts
DELPHI CORP: Court Authorizes 3 Committees to Subpoena John Opie

DLJ COMMERCIAL: Fitch Junks Rating on $9 Mil. Class B-8 Certs.
EMPIRE COACH: Case Summary & 20 Largest Unsecured Creditors
ESCHELON TELECOM: Posts $608,000 Net Loss in Qtr. Ended Sept. 30
EUROTUNNEL GROUP: Paris Commercial Court Approves Safeguard Plan
FOAMEX INT'L: U.S. Trustee et al. Oppose Confirmation of Plan

FRITZ GUILLAUME: Case Summary & 20 Largest Unsecured Creditors
GLOBAL CREDIT: S&P Removes P-3 Preferred Shares from CreditWatch
GRANITE BROADCASTING: Secures $25 Million Credit Facility
GREIF INC: Commences Offer to Purchase $242.6 Million Senior Notes
HEALTHEAST: Fitch Holds Rating on $278 Mil. Revenue Bonds at BB+

HEMOSOL CORP: Court Reserves Decision on MDS Debt Assignment
INNOVATIVE COMMS: Files Joint Plan of Reorganization
INNOVATIVE COMMS: Needs More Time to Prepare Disclosure Statement
JABIL CIRCUIT: Completes Taiwan Green's Tender Offering
JAMES RIVER: Sale of Bell County Unit's Assets Delayed

KENTUCKY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
KEYSTONE AUTO: Refinances Debt with New $325 Mil. Credit Facility
LB-UBS: Fitch Holds Junk Rating on $3.6 Mil. Class T Certificates
LEVEL 3: Unit Launches Tender Offer of 3.125% Conv. Sr. Debentures
MAIN STREET: Chapter 7 Trustee Wants Berger Singerman as Counsel

MELISSA JAYNE: Case Summary & Two Largest Unsecured Creditors
METALDYNE CORP: Asahi Tec Completes $1.2 Billion Acquisition
MOOG INC: Inks Definitive Pact to Acquire ZEVEX for $83.8 Million
NEW YORK RACING: Committee Hires Kirkpatrick as Bankruptcy Counsel
NEW YORK RACING: Official Creditors Committee Has Seven Members

NORTHWEST AIRLINES: Treatment of Claims Under Reorganization Plan
PARMALAT SPA: Deloitte & Touche Will Pay $149 Mil. as Settlement
POLARIS GEOTHERMAL: Completes First Tranche of Unit Financing
POTLATCH CORP: Fitch Holds BB+ Rating on Senior Credit Facility
PNC MORTGAGE: Fitch Lifts Rating on Class B-8 Certs. to B+ from B

PRICE OIL: Judge Williams Dismisses Chapter 11 Cases
REDCITY SEARCH: Seeks Shareholder Approval on Share Consolidation
REFCO INC: Examiner Wants Liberty & Andersen to Produce Documents
REFCO INC: LLC Trustee Wants Until March 9 to Decide on Contracts
ROLAND FOX: Case Summary & 19 Largest Unsecured Creditors

ROYAL CARIBBEAN: Commences Offering of Fixed Rate Senior Notes
SALOMON BROTHERS: Fitch Junks Rating on $5.9 Mil. Class L Certs.
SCOTTS MIRACLE-GRO: Launches Offer for $200MM of 6.625% Sr. Notes
SITEL CORP: Posts $1.8 Million Net Loss in Quarter Ended Sept. 30
SOLO CUP: Fitch Junks Rating on Senior Secured Credit Facility

SOLUTIA INC: Exclusive Plan-Filing Period Extended to February 13
SOLUTIA INC: Wants $400 Million Additional Financing from Citicorp
TMC ACQUISITIONS: Case Summary & 20 Largest Unsecured Creditors
TRW AUTOMOTIVE: To Localize Production of ESC Technology in China
TYSON FOODS: Inks Joint Venture with Cactus Feeders and Cresud

US WIRELESS ONLINE: Chisholm Bierwolf Raises Going Concern Doubt
UTSTARCOM INC: Gets Consents from Majority of 7/8% Note Holders
VALENTIS INC: Nasdaq to Suspend Common Stock Trading Tomorrow
WERNER LADDER: Implementation of Non-Insider Employee Plan Okayed
WERNER LADDER: Gets OK to End Loughlin's Employment as Consultants

WHITE STAR: Voluntary Chapter 11 Case Summary
WILLIAM BOWMAN: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE STORES: Declares 54 Million Shares of Common Stock
WINN-DIXIE STORES: IRS Asks to Defer Tax Claims Hearing on Jan. 24
WOLF DEN: Involuntary Chapter 11 Case Summary

WOODWIND & THE BRASSWIND: Hires Fort Dearborn as Fin'l Advisors
WOODWIND & BRASSWIND: Steinway Terminates Proposed Acquisition

* Huron Consulting Group Reports 20 Managing Director Promotions

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA COMM: Has Until Feb. 26 to Object to Joint Venture Claims
------------------------------------------------------------------
Adelphia Communications Corporation, as the plan administrator for
the Parnassos Debtors and Century-TCI Debtors, obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to extend the time by which it may object to claims pursuant
to the Joint Venture Plan for the Parnassos Debtors and Century-
TCI Debtors, through the later of:

    (i) February 26, 2007; or

   (ii) the claims objection deadline set in the ACOM Debtors'
        Fifth Amended Plan of Reorganization if that plan is
        confirmed before Feb. 26, 2007.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that as of Aug. 31, 2006, approximately 19,600
proofs of claim asserting approximately $3,980,000,000,000 in
claims have been filed against the ACOM Debtors, including the JV
Debtors.

As of Sept. 28, 2006, the ACOM Debtors have sought to disallow and
expunge, reduce and allow, or subordinate nearly
$3,900,000,000,000 of the claims through omnibus objections
already filed with the Court.

Ms. Chapman relates that while the ACOM Debtors continue to engage
in the process of reviewing, analyzing, and reconciling the
scheduled and filed claims against the JV Debtors, ACOM believes
that certain of the claims that were filed against affiliated
Debtors, and that have not yet been reviewed, may be obligations
of a JV Debtor.

The ACOM Debtors believe that the requested extension of the
Claims Objection Deadline is a protective measure that will permit
them to:

    (i) continue to properly reconcile and adjust certain claims;
        and

   (ii) fully and finally evaluate all claims against the JV
        Debtors to ensure that all non-meritorious claims have
        been included in the Claims Objections.

With respect to the Administrative Expense Claims, approximately
140 claims were filed as a result of the JV Debtors'
administrative expense bar date on Sept. 14, 2006.

Ms. Chapman maintains that ACOM has yet to complete its evaluation
of the Administrative Expense Claims, and requires additional time
to evaluate those claims and to file any required objections.

Ms. Chapman notes that because of the complicated relationship
between the cases of the JV Debtors and the cases of the remaining
ACOM Debtors, the claims review process is particularly complex.

ACOM seeks to extend the Claims Objection Deadline to:

    (a) ensure that there has been no oversight or omission in the
        claims review process and that all non-meritorious claims
        filed against the JV Debtors have been included on a
        Claims Objection;

    (b) ensure that the JV Debtors are not obligors on any of the
        remaining claims filed against the Affiliated Debtors
        which have not yet been included on a Claims Objection;
        and

    (c) evaluate the recently filed Administrative Expense Claims.

Ms. Chapman asserts that the extension is not sought for purposes
of delay and will not prejudice any claimants or other parties-
in-interest.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 154; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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 has entered an order confirming the
first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.  The Plan is expected to effective on
Jan. 17, 2007.


ADELPHIA COMMS: Court Approves Pact Resolving Verizon's 4 Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the settlement agreement resolving Verizon Media Ventures
Inc.'s claims against Adelphia Communications Corporation.

On Dec. 17, 2001, the Debtor and Verizon entered into three asset
purchase agreements for the sale of substantially all of Verizon's
cable television assets in:

    Location                     Transaction Valued at:
    --------                     ----------------------
    Ventura County, California              $46,000,000
    Cerritos, California, and               $32,000,000
    Pinellas County, Florida                $58,000,000

On Jan. 9, 2004, Verizon filed four proofs of claim:

    (i) Claim No. 16383 for at least $48,013,284 against ACOM,
        relating to the Ventura Agreement;

    (2) Claim No. 16382, a duplicate claim, against California
        Cablevision, an ACOM Debtor, relating to the Ventura
        Agreement;

    (3) Claim No. 16380 for $26,107,262 against ACOM, relating to
        the Cerritos Agreement; and

    (4) Claim No. 16381 for $87,567,978 against ACOM, relating to
        the Pinellas Agreement.

On Jan. 17, 2006, the ACOM Debtors asked the Court to disallow the
Verizon Claims.  Verizon objected and the hearing on the Debtors'
request has since been adjourned.

On April 21, 2006, the ACOM Debtors asked the Court to establish
supplemental procedures for estimating certain disputed claims
under Section 502(c) of the Bankruptcy Code.  The ACOM Debtors
noted that they intend to seek to estimate the Cerritos Claim and
the Pinellas Claim at $15,000,000 each.  On May 4, 2006, the Court
approved the Supplemental Estimation Procedures.

The Debtors do not dispute the amounts owed in connection with the
Ventura Claim as they have determined that the Ventura assets
were, in fact, transferred to them prior to the Petition Date in
accordance with the Ventura Agreement but no payment was made to
Verizon.

Shelley C. Chapman, Esq., Willkie Farr & Gallagher, in New York,
relates that over the past several months, the ACOM Debtors and
Verizon have engaged in negotiations regarding the Cerritos and
Pinellas Claims.  Notwithstanding that Verizon asserts that it
terminated the Agreements in accordance with their terms as a
result of the ACOM Debtors' purported material breach, the ACOM
Debtors contend that the proper measure of Verizon's damages is
determined "by the loss sustained or gain prevented at the time
and place of breach."

The ACOM Debtors and Verizon have fully and finally resolved their
disputes relative to the Verizon Claims.

The principal terms of the parties' settlement agreement are:

    (a) Claim Nos. 16380 and 16381 will be disallowed;

    (b) Verizon will have one allowed unsecured claim against ACOM
        for $39,000,000 on account of the Cerritos and Pinellas
        Claims;

    (c) Claim No. 16383 will be allowed as an unsecured claim
        against California Cablevision for $48,013,284, plus
        postpetition interest at the rate provided for in the
        Debtors' proposed Modified Fourth Amended Joint
        Plan of Reorganization, on account of the Ventura Claim;

    (d) Claim No. 16382 will be allowed as an unsecured claim
        against ACOM in the amount equal to the difference, if
        any, between:

        -- the face amount of Claim No. 16383, and
        -- the amount Verizon receives on account of Claim No.
           16383 when distributions are made under a confirmed
           plan or are otherwise made pursuant to a Court order;
           and

    (e) Verizon will vote in favor of ACOM Debtors' plan of
        reorganization, provided that it does not materially
        adversely impact the treatment of allowed unsecured claims
        against California Cablevision including the interest rate
        to be paid on those claims.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 152; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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 has entered an order confirming the
first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.  The Plan is expected to effective on
Jan. 17, 2007.


ADVANCED CARDIOLOGY: Section 341(a) Meeting Slated for February 12
------------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Advanced Cardiology Center Corp.'s creditors at 1:30 p.m., on
Feb. 12, 2007, at the 341 Meeting Room, Ochoa Building, 500 Tanca
Street, First Floor in San Juan, Puerto Rico.

This is the first meeting of creditors under Section 341(a) of the
U.S. Bankruptcy Code.

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

Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp.
filed for chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R.
Case No. 07-00061).  Alexis Fuentes Hernandez, Esq., in San Juan,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$10 million and $50 million.


ADVENTURE PARKS: Hires Amusement Entertainment as Consultant
------------------------------------------------------------
Adventure Parks Group LLC and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Georgia, Valdosta Division, to employ Amusement Entertainment
Management LLC as their consultant.

Amusement Entertainment will work with the management team for the
Debtors' Wild Adventures and Cypress Gardens Adventure theme parks
to establish, implement and administer an enhancement plan capable
of improving attendance and in-park spending at the parks.  The
Debtors will pay Amusement Entertainment $32,500, plus travel
expenses, for its services.

Gerald J. Merola, chief financial officer of Amusement
Entertainment, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors' estates.

Headquartered in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.  The
Company, along with Wild Adventures and Cypress Gardens, filed for
chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


ADVENTURE PARKS: Brings In Boyd DuRant as Special Florida Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia in
Valdosta authorized Boyd, DuRant & Sliger, P.L., as its special
counsel.  The firm will handle matters required to be handled by
attorneys admitted to practice law within the state of Florida.

Boyd DuRant's specific duties include:

     1) the continued representation of Cypress Gardens Adventure
        Park, LLC in the case of All-Temp Storage, LLC v. Cypress
        Gardens Adventure Park, LLC (Case No. 53-2006 CC-005230-
        0000-00) County Court in and for the Tenth Judicial
        Circuit Civil Division, in and for Polk County, Florida.
        All-Temp is suing Cypress Gardens for costs and damages
        resulting from an alleged breach of contract.

     2) the continued representation of Cypress Gardens in the
        case of Koldmasters Refrigeration, Inc., v. Cypress
        Gardens Adventure Park, LLC (Case No. 53-2006 CA-002977-
        000-WH) Circuit Court of the Tenth Judicial Circuit, Civil
        Division, in and for Polk County, Florida.   Koldmasters
        is suing Cypress Gardens for claims for services rendered
        and materials furnished.

     3) representation in the case versus the Florida Department
        of Agriculture and Consumer Services (Administrative AC
        No. A44063(9-8-2006) involving waterslide "Polynesian
        Adventure 2."

The hourly rates of professionals employed at Boyd DuRant range
from $225 per hour for attorneys and $95 per hour for paralegals.

Joseph R. Boyd, Esq., at Boyd DuRant, assures the Court that his
firm does not hold any interest adverse to the Debtors' estates
and is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.  The
Company, along with Wild Adventures and Cypress Gardens, filed for
chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


ADVENTURE PARKS: Court Approves Callaway Partners as Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia,
Valdosta Division, has authorized Adventure Parks Group LLC and
its debtor-affiliates to employ Callaway Partners, LLC, as their
consultant.

Callaway will work alongside the management team  for the Debtors'
Wild Adventures and Cypress Gardens Adventure theme parks to
perform accounting and administrative consulting services.  The
firm will provide personnel necessary to support the Debtors'
staff in connection with:

    a) corporate accounting and general reporting to management;

    b) day-to-day accounting needs; and

    c) other related services or assistance, as requested by the
       Debtors.

The current hourly billing rate for Callaway's professionals are:

       Designation                              Hourly Rate
       -----------                              -----------
       Client Partner                              $250
       Sr. Director - Subject Matter Expert     $200 to $250
       Project Manager                          $150 to $175
       Sr. Project Associate                    $130 to $145
       Project Associate                        $100 to $125

Frank J. Frederico and David Merkel are the Callaway consultants
overseeing this engagement.

Elaine M . Lane, a partner at Callaway, assures the Court that her
firm does not represent or hold any interest adverse to the
Debtors.  Ms. Lane can be reached at:

     Callaway Partners, LLC
     6 Concourse Parkway, Suite 2050
     Atlanta, GA 30328
     Telephone: 770-730-0901

Headquartered in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.  The
Company, along with Wild Adventures and Cypress Gardens, filed for
chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos.
06-70659 through 06-70661).  George H. McCallum, Esq., James P.
Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


AIRTRAN HOLDINGS: Midwest Air Board to Review Exchange Offer
------------------------------------------------------------
The Board of Directors of Midwest Air Group Inc. requested its
shareholders to take no action at this time to AirTran Holdings
Inc.'s unsolicited exchange offer to acquire all outstanding
shares of Midwest for $13.25 per share.

Consistent with its fiduciary duties, and in consultation with its
independent financial and legal advisors, the company's board will
review and consider AirTran's offer and will make a recommendation
to shareholders within 10 business days from Jan. 11, 2007.

Goldman, Sachs & Co. is acting as financial advisor, Godfrey &
Kahn S.C. is acting as a legal advisor and MacKenzie Partners Inc.
are acting as proxy advisors to Midwest.

                        About Midwest Air

Midwest Air Group (AMEX: MEH), the parent company of Midwest
Airlines, features nonstop jet service to major destinations
throughout the United States.  Midwest Connect offers connections
to Midwest Airlines flights, as well as point-to-point service
between select markets on regional jet and turboprop aircraft.

                          About AirTran

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--  
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *    *    *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with 's implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.


AMERICAN TOWER: Earns $3.5 Million in Third Quarter Ended Sept. 30
------------------------------------------------------------------
American Tower Corp. reported $3.5 million of net income on
$333.5 million of total revenues for the third quarter ended
Sept. 30, 2006, compared with a $22.1 million net loss on
$264.7 million of total revenues for the same period in 2005.

Total revenues for the quarter ended Sept. 30, 2006, were
$333.5 million, an increase of $68.7 million from the same period
in 2005.  Approximately $45.9 million of the increase was
attributable to revenues generated by communications sites
acquired from SpectraSite.  The balance of the increase resulted
from an increase in other rental and management revenue of
$19.7 million and network development services revenue of
$3.1 million.

Total operating expenses for the quarter ended Sept. 30, 2006,
were $261.5 million, an increase of $33.9 million from the same
period in 2005. The increase was attributable to an increase in
depreciation, amortization and accretion expense of $14.6 million,
an increase in expenses in the rental and management segment of
$14.8 million, an increase in selling, general, administrative and
development expense of $9.8 million, and an increase in expenses
in the network development services segment of $597,000.

These increases were offset by a decrease in impairments, net loss
on sale of long-lived assets, restructuring and merger related
expense of $5.9 million.

Interest expense for the quarter ended Sept. 30, 2006, was
$54.4 million, a decrease of $3.2 million from the same period
ended Sept. 30, 2005.

The company recorded a loss on retirement of long-term obligations
of $893,000 related to amounts paid in excess of the carrying
value for the American Tower Inc. 7.25% Notes and the write-off of
related deferred financing fees.

This compares with a $14.4 million charge in the 2005 quarter
related to the redemption of $141.9 million of its 9-3/8% senior
notes due 2009, and $15 million of American Tower Inc. 12.25%
senior subordinated discount notes due 2008.

Other expense for the quarter ended Sept. 30, 2006, was
$5.4 million, an increase of $6.5 million from the same period in
2005.  The increase was primarily attributable to an increase of
approximately $6.8 million in expense due to a decrease in the
fair market value of the interest rate swap agreements assumed
from SpectraSite.

The income tax provision for the quarter ended Sept. 30, 2006, was
$13.4 million, an increase of $21 million from the income tax
benefit of $7.7 million for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $8.6 billion
in total assets, $4.2 billion in total liabilities, and
$4.4 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $400.8 million in total current assets
available to pay $554.4 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?1888

                     Cash and Cash Equivalents

At Sept. 30, 2006, the company had approximately approximately
$207.2 million in cash and cash equivalents and the ability to
borrow approximately $282.2 million under the American Tower
credit facility and approximately $245.4 million under the
SpectraSite credit facility.

                          Free Cash Flow

During the nine months ended Sept. 30, 2006, free cash flow was
$384.5 million.  Free cash flow was comprised of $475.2 million of
cash provided by operating activities, less $90.7 million of
payments for purchase of property and equipment and construction
activities.  The company completed the construction of 149 towers
and the installation of 19 in-building systems during the nine
month period.

                       About American Tower

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

                         *     *     *

As reported in Troubled Company Reporter Dec. 13, 2006, Moody's
Investors Service placed American Tower Corp.'s Ba2 corporate
family rating under review for possible upgrade.


AMTROL INC: Court Approves Edwards Angell as Bankruptcy Counsel
---------------------------------------------------------------
Amtrol Inc. and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Edwards Angell Palmer & Dodge LLP as their bankruptcy counsel.

Edwards Angell is expected to:

    a. advise the Debtors with respect to general corporate
       matters;

    b. advise the Debtors with respect to tax matters;

    c. advise the Debtors with respect to labor and employment
       matters;

    d. advise the Debtors with respect to intellectual property,
       patent and trademark, and patent prosecution and defense
       matters;

    e. advise the Debtors with respect to securities matters;

    f. advise the Debtors with respect to environmental matters;

    g. advise the Debtors with respect to litigation and assist
       Debtors in management and coordination of other litigation
       counsel;

    h. advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their businesses and properties;

    i. attend meetings and negotiate with representatives of
       creditors and other parties in interest;

    j. take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors and representing the Debtors' interests in
       negotiations concerning all litigation in which the Debtors
       are involved, including, but not limited to, objections to
       claims filed against the estates;

    k. prepare, on the Debtors' behalf, all motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estates;

    l. negotiate and prepare on the Debtors' behalf a plan of
       reorganization, disclosure statement, and all related
       agreements or documents, and take any necessary action on
       behalf of the Debtors to obtain confirmation of such plan;

    m. represent the Debtors in connection with obtaining post-
       petition financing;

    n. advise the Debtors in connection with any potential sale of
       assets, or recapitalization or restructuring;
    o. appear before this Court, any appellate courts and protect
       the interests of the Debtors' estates before those Courts;

    p. consult with the Debtors regarding tax matters; and

    q. perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with the Chapter 11 cases.

The Debtors disclose that the professionals who are expected to
render services bill:

         Professional                           Hourly Rate
         ------------                           -----------
         Stuart M. Brown, Esq.                      $545
         D. Roger Glenn, Esq.                       $550
         Douglas G. Gray, Esq.                      $440
         William E. Chipman, Jr., Esq.              $475
         Mark D. Olivere, Esq.                      $295
         Timothy D. Watson, Esq.                    $250

         Carolyn Fox                                $150

The billing rates of the firm's other professionals are:

         Designation                           Hourly Rate
         -----------                           -----------
         Partners                              $375 - $605
         Counsel                               $425 - $475
         Associates                            $215 - $375
         Legal Assistants/Paralegals           $100 - $150

To the best of the Debtors' knowledge, the firm does not represent
any interest adverse to the Debtors or their estates.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Mark Daniel Olivere, Esq., Stuart J. Brown, Esq., and
William E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge
LLP, represent the Debtors.  As of Apr. 1, 2006, the Debtors'
consolidated financial condition showed $229,270,000 in total
assets and $235,802,000 in total debts.


AMTROL INC: U.S. Trustee Appoints Three-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors to serve
on the Official Committee of Unsecured Creditors in Amtrol Inc.'s
chapter 11 case:

    1. Rand Whitney Containers LLC
       Attn: J.F. McNabb, Jr.
       1 Agrand Street
       Worcester, MA 01607
       Tel: (508) 890-7004
       Fax: (508) 792-1578

    2. Newport Global Advisors
       Attn: Ryan L. Langdon
       21 Waterway Avenue, Suite 150
       The Woodlands, TX 77380
       Tel: (203) 292-3994
       Fax: (713) 559-7499

    3. The Bank of New York
       Attn: Neill Schreyer
       101 Barclay Street, Corporate Trust- 8W,
       New York, NY 10286
       Tel: (212) 815-5650
       Fax: (212) 815-5131

The Committee has selected Young Conaway Stargatt & Taylor LLP, as
its counsel.

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

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Mark Daniel Olivere, Esq., Stuart J. Brown, Esq., and
William E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge
LLP, represent the Debtors.  As of Apr. 1, 2006, the Debtors'
consolidated financial condition showed $229,270,000 in total
assets and $235,802,000 in total debts.


ASARCO LLC: Branin Classes Want Stay Lifted to Foreclose Interest
-----------------------------------------------------------------
The Branin Classes ask the U.S. Bankruptcy Court for the Southern
District of Texas to lift the automatic stay to permit them to
foreclose their security interests in the escrow accounts in
ASARCO LLC's bankruptcy case.

In March 1993, numerous entities commenced a class action
environmental lawsuit entitled Donald Branin, et al., v. ASARCO,
Inc., in the U.S. District Court for the Western District of
Washington.

The Branin Class members sought claims for injuries caused by
pollutants discharged from ASARCO's smelter located in Ruston,
Washington.  The Branin Action was settled in 1995.

As of Aug. 9, 2005, ASARCO owes $1,174,481 to the Branin
Classes.  Bruce J. Borrus, Esq., at Riddell Williams, P.S., in
Seattle, Washington, asserts that the Branin Claim is secured by
perfected security interests in two escrow accounts established in
1995 and held by Key Bank as escrow agent:

   1. ASARCO Medical Reimbursement Account, having a balance of
      $280,257, as of December 2006; and

   2. ASARCO Property Value Account, having a balance of
      $761,190, as of December 2006.

Also, Mr. Borrus adds, the Branin Classes hold a judgment lien on
ASARCO' real property located at 3422-40th South, 700 West, in
Salt Lake City, Utah.

Mr. Borrus asserts that ASARCO lacks equity in the Escrow Accounts
and the Accounts are not necessary for the company's effective
reorganization.  "Thus, ASARCO cannot use the funds for any
purpose other than to pay the Branin Class Claim."

Mr. Borrus notes that the total amount in both Accounts is
$1,041,000.  The Branin Classes, however, have a perfected secured
claim against those Accounts for $1,175,000, plus postpetition
interest to the extent that the Branin Classes are oversecured.
Thus, the Branin Class Claim will exhaust the funds in the Escrow
Accounts, Mr. Borrus contends.

                         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: Must Produce Certain Documents Until February 26
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
directs the United States, on behalf of the Department of the
Interior, the Tohono O'odham Indian Nation and its members, and
ASARCO LLC to produce these documents no later than Feb. 26, 2007:

   (a) Documents dated between January 1, 1955, and Dec. 31, 1963,
       relating to the consideration, analysis, negotiation,
       execution, meaning, interpretation and implementation of
       the Mining and Business Leases.

   (b) Documents dated in the years 1958, 1959, 1987, 1988,
       1995, 1996, and 1999 to 2006 relating to:

         -- bonds, changes in bonding requirements and requests
            by the Dept. of Interior for new bonds pertaining to
            the Mission Mine;

         -- desired, proposed and planned uses of land on the
            Reservation after the termination of the Mining and
            Business Leases; and

         -- cost estimates of reclaiming or restoring land
            affected or potentially affected by the mining and
            related operations of ASARCO on the Reservation.

   (c) Documents dated June 4, 1958, April 2, 1959, April 24,
       1959, April 29, 1959, May 12, 1988, July 8, 1990, July 14,
       2000, and October 30, 2000, mentioning or pertaining in
       any way to Asarco, Inc., or proposed or planned mining or
       reclamation on the Reservation.

The Court also directs the parties to produce these documents no
later than April 16, 2007:

   (a) Documents relating to estimates of the cost of reclaiming
       or restoring land on the Reservation prepared or allegedly
       prepared pursuant to the 1975 Indian Self-Determination
       and Education Assistance Act.

   (b) Documents relating to the need for, consideration,
       analysis, negotiation, execution, meaning, interpretation
       or implementation of the 1971 Settlement Agreement.

The Documents are located or may be found at the offices of the
Bureau of Indian Affairs Papago Agency, the Realty Division of the
BIA Western Regional Office and the Renewable and Mineral
Resources branch of the Bureau of Land Management Arizona State
Office and at ASARCO's offices in Phoenix and Tucson, Arizona.

The Court also establishes these deadlines to govern the discovery
and trial process of the parties' disputes related to Claim No.
10744:

   February 5, 2007 -- Deadline for parties to file motions for
                       summary judgment

      March 7, 2007 -- Deadline for parties to file responses to
                       motions for summary judgment

      April 2, 2007 -- Deadline for parties to file support for
                       summary judgment

      April 9, 2007 -- Hearing of motions for summary judgment

     April 16, 2007 -- Deadline for parties to produce a
                       privilege index of all responsive
                       documents withheld under attorney-client
                       privilege

       May 16, 2007 -- Trial on Objection to summary judgment
                       motions

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

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

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

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

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

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
noted that the U.S. Government alleged that:

   (a) ASARCO's obligation to conduct backfilling and
       revegetation on Tract I derives from the lease termination
       provision of the Mining Leases;

   (b) ASARCO is liable for the payment of damages for depositing
       waste rock and tailings on Tract III in violation of the
       Business Lease provision that limits deposition to waste
       rock and tailings from portions of the Mission Mine "on or
       adjacent to" the Reservation; and

   (c) ASARCO owes the Indians unpaid production royalties, land
       rent, associated interest, and late payment penalties that
       became due prepetition under the Mining Leases that govern
       Tracts I and II.

                         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).


AVA ALLUMS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ava Lori Allums
        7529 Ney Avenue
        Oakland, CA 94605

Bankruptcy Case No.: 07-40122

Chapter 11 Petition Date: January 12, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Fayedine Coulter, Esq.
                  Law Offices of Fayedine Coulter
                  1 Kaiser Plaza, Suite 601
                  Oakland, CA 94612
                  Tel: (510) 839-2245
                  Fax: (510) 451-2944

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


BEST MFG: Court Extends Exclusive Plan-Filing Period to April 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Best Manufacturing Group LLC and its debtor-affiliates' exclusive
periods to:

   a) file a chapter 11 plan of reorganization until April 6,
      2007; and

   b) solicit acceptances of that plan until June 6, 2007.

The Court also stated that the Order is without prejudice to the
Debtors' right to seek further extensions of the exclusivity
periods and without prejudice to the rights of Debtors' post-
petition secured lenders or the Official Committee of Unsecured
Creditors to seek to terminate or be heard in connection with any
request to terminate or to oppose any future requests for
extensions of the exclusivity periods.

The Debtors tell the Court that they wanted more time to develop a
Chapter 11 Plan, because they have been:

   a) devoting significant resources to stabilizing business
      operations;

   b) reducing overhead; and

   c) reinforcing relationships with vendors and customers.

The Debtors have been working closely with crisis managers Glass &
Associates Inc. and Houlihan Lokey Howard & Zukin Capital Inc. to
develop an "effective reorganization strategy," which could
include the sale of additional assets.

The Debtors, which have already sold their retail-uniforms unit to
Clipper Corp., said their professionals are currently marketing
their business for sale and negotiating with potential buyers.
Until details of a sale are worked out, they would have a hard
time coming up with a Plan, the Debtors said.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represents the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


CALPINE CORP: Fund Discloses Recent Commercial Developments
-----------------------------------------------------------
Calpine Power Income Fund has provided updates on its recent
commercial developments with respect to the Fund.

            Calgary Energy Centre Tolling Agreement

The Fund has previously disclosed that it has entered into a 20-
year tolling agreement with ENMAX Energy Corporation with respect
to Calgary Energy Centre.  The conditions to commencement of this
agreement have been satisfied and the agreement commenced
Jan. 1, 2007, as scheduled.

                King City Facility Developments

A subsidiary of the Fund is the lessor of the King City Facility
to an affiliate of the Manager.  The Lessor has also incurred a
project finance loan secured by its interest in the King City
Facility.

Representatives of the Fund have been engaged in discussions with
the lender of the Loan and the Lessee, and the following
developments have occurred:

   1) The Lender has agreed to the extension of forbearance
      agreements with the Lessor until Jan. 1, 2008. The need
      for this forbearance agreement arises because:

      (a) the insolvency filing by Calpine Corp., as operator, is
          an event of default under the lease of the King City
          Facility that is also an event of default under the
          Loan; and

      (b) the failure to resolve the operational issues with
          respect to the water distillation facility could also
          give rise to an event of default under the Lease and
          the Loan.

      The forbearance agreement provides for forbearance by the
      Lender from taking enforcement action under the Lease and
      Loan as applicable.  Continuing forbearance by the Lender
      is subject to specified conditions, including the
      requirement that there be no defaults by applicable parties
      to King City project finance documents, other than the
      Lender.

   2) The Fund has been advised that the Lender has also extended
      the forbearance agreement previously entered into with the
      Lessee.

   3) No funds will currently be released from the depositary
      accounts established under the Loan pending resolution of
      the issues arising out of the aforementioned insolvency
      filing.

   4) Among the funds being retained in depository accounts is
      the aggregate amount of approximately $20 million of funds
      allocated to the Lessee that is being held on account of
      the insolvency filing by Calpine Corp.  This amount is
      expected to ultimately be made available to satisfy the
      subordinated guarantee by the Lessee of the obligations of
      the Manager under its loan to Calpine Commercial Trust, if
      the loan is not otherwise satisfied, subject to some or all
      of this amount being utilized in the interim for other
      permitted purposes under the depositary agreements.
      However, this amount is unlikely to be released for this
      purpose until January 2008 at the earliest, and the release
      will be subject to compliance with requirements in
      applicable agreements.

   5) The Lessee is currently dealing with operational issues
      with respect to the water distillation facility to be
      utilized as an alternative source of thermal energy by the
      King City steam host.  The water distillation facility is
      to provide an alternative steam use to retain "Qualifying
      Facility" status for the King City Facility, in the event
      that the current food processing use is discontinued.  Such
      status is critical to the power purchase agreement between
      the Lessee and the Pacific Gas and Electric Company, and
      the continued subsistence of the Lease and the Loan.

The Lessee is currently working with the Steam Host to make the
water distillation facility operational.  In any event, the Steam
Host is contractually obligated to take sufficient thermal energy
from the King City Facility to permit the Facility to retain QF
status.

                About Calpine Power Income Fund

Calpine Power Income Fund (TSX: CF.UN) --
http://www.calpinepif.com/-- is an unincorporated open-ended
trust that invests in electrical power assets.  The Fund
indirectly owns interests in power generating facilities in
British Columbia, Alberta and California.  In addition, the Fund
owns a participating loan interest in a power plant in Ontario and
has made a loan to Calpine Canada Power Ltd.  The Fund is managed
by Calpine Canada Power Ltd., which is headquartered in Calgary,
Alberta.  The Fund has 61,742,288 Trust Units outstanding.

                      About Calpine Corp.

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.


CARLOS ALBRECHT: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carlos Cusnier Albrecht
        62 Betances Street
        Urban Floral Park
        San Juan, PR 00917
        Tel: (787) 922-1622

Bankruptcy Case No.: 06-05221

Chapter 11 Petition Date: December 21, 2006

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

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

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Banco Popular De Puerto Rico       Line of Credit      $2,600,000
P.O. Box 362708                    and Business
San Juan, PR 00936-2708            Loans

Popular Auto, Inc.                 Equipment Lease       $164,205
P.O. Box 50045
San Juan, PR 00902-6245

Maritza Zavala Vazquez             Lawsuit                $70,000
1735 Pineview Avenue
Longwood, FL 32750

San Juan Star                      Advertising            $47,973
P.O. Box 364187
San Juan, PR 00936-4187

F.A.O., S.E.                       Rent in Arrears        $41,652
P.O. Box 302B-5
Calle Tabonuco, Suite 216
Guaynabo, PR 00968-3029

Gelattos Supply                    Sale of Goods          $32,000

Caribbean Cinemas                  Rent in Arrears        $24,355

Development & Engineering Corp.    Construction           $22,981

Facobra, Inc.                      Rent in Arrears        $12,351

Banco Bilbao Vizcaya               Credit Card Purchases   $8,743

Banco Popular, Credit Card         Credit Card            $11,496
Div. Tarjeta De Credito            Purchases

Sylvia Villanova, Esq.             Legal Services          $5,000

Crim                               Real Estate Taxes       $4,544

Sears                              Credit Card             $3,500
                                   Purchases

Firstbank-Firstleasing                                    $17,712
                                                         Secured:
                                                          $16,000
                                                       Unsecured:
                                                           $1,712


CHAPARRAL ENERGY: Prices $325 Mil. Senior Notes Private Offering
----------------------------------------------------------------
Chaparral Energy Inc. has priced its private placement offering of
$325 million of Senior Notes due 2017, which will bear interest at
a rate of 8-7/8% per annum.

The company expects to close the sale of the notes on Jan. 18,
2007, subject to the satisfaction of customary closing conditions.

Chaparral intends to use the net proceeds of the offering to
reduce outstanding indebtedness under its senior secured credit
facility.

The company may reborrow under the credit facility, subject to its
borrowing base, to fund future capital expenditures, including
acquisitions, and for general working capital purposes.

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
and applicable state laws.

Headquartered in Oklahoma City, Oklahoma, Chaparral Energy, Inc.
-- http://www.chaparralenergy.com/-- is an oil and natural gas
production and exploitation company.   The company also drills in
Texas and the Gulf Coast.  In 2006 the company agreed to acquire
Calumet Oil for about $510 million.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'CCC+' senior unsecured ratings on exploration
and production company Chaparral Energy Inc. after the report that
Chaparral is issuing $275 million senior notes due 2017.  The
notes are rated 'CCC+'.  At the same time, the outlook was revised
to stable from negative.

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Moody's Investors Service downgraded Chaparral's corporate family
and probability of default ratings, both to B3 from B2, and
Chaparral's existing 8.5% sr. notes due 2015 to Caa1, LGD5, 75%
from B3, LGD4, 69%.

Moody's also assigned a Caa1 rating to Chaparral's proposed
offering of $275 million of senior notes due 2017.  The rating
outlook is stable.


CLASSIC AUTO: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Classic Auto Limousine Services, Inc.
        dba Classic Bus Rentals
        dba Classic Auto Restoration
        dba Minneapolis Collision & Classics
        2501 North 2nd Street
        Minneapolis, MN 55411

Bankruptcy Case No.: 07-40095

Type of Business: The Debtor provides vintage limousines and
                  car restoration services.
                  See http://www.classiclimo-mn.com/

Chapter 11 Petition Date: January 11, 2007

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Jamie R. Pierce, Esq.
                  Mansfield Tanick & Cohen
                  220 South Sixth Street, Suite 1700
                  Minneapolis, MN 55402
                  Tel: (612) 339-4295
                  Fax: (612) 339-3161

Total Assets:   $904,600

Total Debts:  $1,027,949

Debtor's 19 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
J. Peter Hustad                              $623,568
400 N. 1st Street, #406
Minneapolis, MN 55401

Linda M. Hustad                               $30,000
1821 Colfax Avenue South
Minneapolis, MN 55403

Internal Revenue Service                      $50,508
P.O. Box 80110
Cincinnati, OH 45280

Dex Media                                     $18,304
6401 Sycamore Court North
Maple Grove, MN 55369

Internal Revenue Service                      $14,492
6200 Shingle Creek Parkway, Suite 610
Brooklyn Center, MN 55430

Quest, Madsen and Company                      $5,736
10800 Lyndale Avenue South, Suite 250
Minneapolis, MN 55420

Messerli & Kramer, PA                          $4,217
1800 Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 55402

Center Point Energy                            $3,622
800 LaSalle Avenue
Minneapolis, MN 55402

Certigy Payment Recovery Services              $3,327
P.O. Box 30272
Tampa, FL 33630

Bob's Midwest Transmission                     $2,498
940 6th Avenue NE
Milaca, MN 56353

Verizon Yellow Pages                           $2,379
Customer Care Center
651 Canyon Drive
Coppell, TX 75019

Reyna                                          $2,000

JND Custom Plating                             $2,000

PC Industries                                  $2,000

FinishMaster, Inc.                             $1,874
104 NE Osborne Road
Fridley, MN 55432

ADL Automotive Drive Line Service              $1,741
2626 University Avenue NE
Minneapolis, MN 55418

Lowell's Refinish Masters                      $1,650
7245 University Avenue NE
Fridley, MN 55432

Miller Towing, Inc.                            $1,590
2935 Pleasant Avenue
Minneapolis, MN 55408

Pro Paint                                      $1,493
Nordic Mall
Woodville, MI 54802


CLEAN HARBORS: Wants to Employ Heller Draper as Bankruptcy Counsel
------------------------------------------------------------------
Clean Harbors Plaquemine LLC asks the U.S. Bankruptcy Court for
the Middle District of Louisiana for authority to employ Heller,
Draper, Hayden, Patrick & Horn, LLC as bankruptcy counsel, nunc
pro tunc to Dec. 15, 2006.

Heller Draper is expected to:

   a) advise the Debtor with respect to its rights, powers and
      duties as debtor and debtor-in-possession in the continued
      operation and management of their respective businesses and
      properties;

   b) prepare and pursue confirmation of a plan of reorganization
      and approval of a disclosure statement;

   c) prepare on behalf of the Debtor all necessary applications,
      motions, answers, proposed orders, other pleadings, notices,
      schedules and other documents, and review all financial and
      other reports to be filed;

   d) advise the Debtor concerning and prepare responses to
      applications, motions, pleadings, notices and other
      documents which may be filed by other parties;

   e) appear in Court to protect the interests of the Debtor;

   f) represent the Debtor in connection with obtaining
      postpetition financing, if any;

   g) advise and assist the Debtor concerning negotiation and
      documentation of financing agreements, cash collateral
      orders and related transactions;

   h) investigate the nature and validity of liens asserted
      against the property of the Debtor, and advise the Debtor
      concerning the enforceability of said liens;

   i) investigate and advise the Debtor concerning, and take such
      action as may be necessary to collect, income and assets in
      accordance with the applicable law, and the recovery of
      property for the benefit of the Debtor's estate;

   j) advise and assist the Debtor in connection with any
      potential property dispositions;

   k) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections and
      lease restructuring and recharacterizations;

   l) assist the Debtor in reviewing, estimating and resolving
      claims asserted against the Debtor's estate;

   m) commence and conduct litigation necessary and appropriate to
      assert rights held by the Debtor, protect assets of the
      Debtor's chapter 11 estate or otherwise further the goal of
      completing the Debtor's successful reorganization; and

   n) to perform all other legal services for the Debtor which may
      be necessary and proper.

William H. Patrick, III, Esq., a partner at Heller Draper, tells
the Court that the firm's professionals bill:

   Professional                  Designation     Hourly Rate
   ------------                  -----------     -----------
   William H. Patrick, III Esq.    Partner          $350
   Douglas S. Draper, Esq.         Partner          $350
   Jan M. Hayden, Esq.             Partner          $350
   Tristan Manthey, Esq.                            $295
   Other Partners                                $295 - $350
   Associates                                    $225 - $260
   Paralegal                                      $60 - $95

In addition to the above hourly rates, Heller Draper will be
reimbursed for out-of-pocket expenses.  Heller Draper will also
receive a $150,000 retainer to serve as security for services to
be rendered postpetition.

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

Mr. Patrick can be reached at:

      William H. Patrick, III, Esq.
      Heller, Draper, Hayden, Patrick & Horn, LLC
      Suite 2500
      650 Poydras Street
      New Orleans, LA 70130
      http://www.hellerdraper.com/

Based in Norwell, Massachusetts, Clean Harbors Plaquemine LLC
operates a deep injection hazardous waste facility.  The
company is a subsidiary of Clean Harbors Inc.  The company filed
for chapter 11 protection on Oct. 17, 2006 (Bankr. D. Mass. Case
No. 06 13728).  Whitton E. Norris, III, Esq., at David, Malm &
D'Agostine, P.C., represents the Debtor.


COOLBRANDS INTERNATIONAL: Exploring Potential Sale of Subsidiaries
------------------------------------------------------------------
CoolBrands International Inc. has approximately $3,500,000 of
excess availability under its existing revolving credit facility
and is actively pursuing other sources of working capital
liquidity, including exploring the possibility of the sale of
certain of its ice cream assets such as the remaining distribution
assets, CoolBrands' foodservice division and CoolBrands' ice cream
brands, and the sale of CoolBrands' owned real estate.

On Jan. 2, 2007, CoolBrands has entered into a definitive
agreement with respect to the potential sale of CoolBrands Dairy
Inc. to Lily Acquisition LLC, an affiliate of Catterton Partners
Management Company.

Lily Acquisition has agreed to acquire all of the issued and
outstanding shares of common stock of CoolBrands Dairy, a
manufacturer of cup yogurt at its plant located in North Lawrence,
New York under the Breyers(R) brand and the Crme Savers(R) brand,
for $45 million in cash, $5 million subordinated promissory
note, and a warrant to purchase 2,000,000 shares of common stock
of Yogurt Holdings II, Inc. at a price of $1.25 per share.

CoolBrands may use some portion of the proceeds of the sale to
repay the remaining long-term debt of CoolBrands.  The balance of
the proceeds will be used for general working capital purposes.

The transaction is expected to close by early February 2007, and
is subject to customary closing conditions.

                         About CoolBrands

About CoolBrands International Inc.: CoolBrands (TSX: COB.A) --
http://www.coolbrandsinc.com/-- is focused on manufacturing,
marketing and selling a broad range of ice creams, frozen snacks
and fresh yogurt products under nationally and internationally
recognized brand names.

                          *     *     *

On Oct. 4, 2006 CoolBrands did not meet the deadline under
Canadian Securities Legislation of Nov. 29, 2006 for filing its
audited financial statements, related MD&A and AIF for its
financial year ended Aug. 31, 2006.

The delay was due to two factors: first, liquidity constraints
caused by CoolBrands' ongoing losses from operations compounded by
seasonal contraction of its borrowing base and other restrictions
on its line of credit; and second, uncertainties related to
previously disclosed events including the existing defaults under
CoolBrands' credit agreements and recently filed litigation
requiring additional analysis that CoolBrands and its auditor do
not expect to complete prior to the filing deadline.

CoolBrands is expecting to complete the necessary work for the
audited financial statements by Jan. 29, 2007.


COUDERT BROTHERS: Has Until March 21 To Remove Civil Actions
------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, until March 21, 2007,
the period within which Coudert Brothers LLP can file notices of
removal of civil actions and proceedings.

The time within which the Debtor must file a notice of removal of
the Civil Actions expired on Dec. 21, 2006.

The Debtor is a party to numerous Civil Actions in different
jurisdictions and is represented by a number of different law
firms.  The Debtor is continuing to review its files and records
to determine whether it should remove certain claims or civil
causes of action pending in state or federal court to which it
might be a party.  The Debtor needs the additional time to
complete the review.

The Debtor assures the Court that the rights of any party to the
Civil Actions will not be prejudiced by the extension.

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


CREDIT SUISSE: Fitch Holds B- Rating on $19.2 Mil. Class I Certs.
-----------------------------------------------------------------
Fitch upgrades Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates, series
1998-C2:

   - $105.6 million class F to 'AA-' from 'A'; and,
   -- $19.2 million class G to 'A-' from 'BBB-'.

In addition, Fitch affirms these classes:

   -- $922.4 million class A-2 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- $105.6 million class B at 'AAA';
   -- $105.6 million class C at 'AAA';
   -- $105.5 million class D at 'AAA'; and,
   -- $28.8 million class E at 'AAA'.

The $19.2 million class I remains at 'B-'.  Classes H and J are
not rated by Fitch. Class A-1 has been paid in full.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs, amortization, and the defeasance of an
additional 18 loans since Fitch's last rating action.  In total,
70 loans have defeased including the largest loan in the pool.  As
of the December 2006 distribution date, the pool's aggregate
principal balance has been reduced 23.7% to $1.46 billion from
$1.92 billion at issuance.

There are three assets in special servicing.  The largest loan in
special servicing was originally secured by 12 multifamily
properties totaling 2,596 units located across the states of
Texas, California, Georgia and New Mexico.  The loan transferred
to the special servicer due to a loan modification request to
allow certain properties to be sold with proceeds paying down the
outstanding debt.  This request has been approved and executed and
the three properties located in New Mexico have been sold. The
loan remains current and no losses are expected.

Fitch expects losses on the third largest specially serviced
asset, which was originally secured by two limited-service hotels,
a 101-unit property in Erie, Pennsylvania, and a 92-unit property
in Youngstown, Pennsylvania.  The Erie, PA, asset was sold in
December 2006.  The special servicer is currently negotiating the
sale of the Youngstown, PA, asset.  Fitch expects losses to the
trust will be absorbed by the non-rated class J.


DAIMLERCHRYSLER: Chrysler Will Present Restructuring Plan
---------------------------------------------------------
DaimlerChrysler AG's Chrysler Corp. will present a restructuring
plan due to a possible $1.3 billion net loss for the year ended
Dec. 31, 2006, the American Bankruptcy Institute reports.

According to ABI, analysts expect that Chrysler will close
factories and lay off employees.

Between 2000 and 2001, Chrysler closed 13 car and components
plants.

                       About DaimlerChrysler

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

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

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

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


DELPHI CORP: Can Enter Into EPCA & Plan Framework Support Pacts
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave Delphi Corp. and its debtor-
affiliates authority to enter into an equity purchase commitment
agreement and a plan framework support agreement with their plan
investors.

The Plan Investors are:

   -- A-D Acquisition Holdings LLC, an affiliate of Appaloosa
      Management L.P.;

   -- Harbinger Del-Auto Investment Co. Ltd., an affiliate of
      Harbinger Capital Partners Master Fund I, Ltd.;

   -- Dolce Investments LLC, an affiliate of Cerberus Capital
      Management, L.P.;

   -- Merrill Lynch, Pierce, Fenner & Smith Incorporated; and

   -- UBS Securities LLC.

The Debtors are authorized to pay the Indemnity, the Transaction
Expenses, the Commitment Fees, the Alternate Transaction Fee, and
any Damage Claim, if applicable, and to the extent allowed,
without further Court order.

As long as the Official Committee of Unsecured Creditors supports
the Framework Agreements, Judge Drain directs the Plan Investors
to provide the Committee with an itemization of any Transaction
Expenses for which payment is being sought, together with
appropriate back up.

The Debtors are permitted to pay 90% of the Transaction Expenses
without further Court order.  The remaining 10% will be paid 10
days after the delivery of the itemization and back-up to the
Committee, unless prior to the expiration of the 10-day period,
the Committee objects to any of the amounts submitted for
payment.

In that case, an amount equal to the amount of Transaction
Expenses objected to will be retained and will not be paid to the
Plan Investors pending resolution of the dispute.

Any objections to the Motion to the extent not withdrawn or
otherwise resolved are overruled.

The Court's ruling "does a grave disservice to the vast majority
of Delphi shareholders," Highland relates in an e-mailed
statement, according to Bloomberg News.

                      Supplemental Responses

A. Equity Committee

With the Court's consent, the Official Committee of Equity
Security Holders filed a redacted version of its second
supplemental objection.

Among other things, the Equity Committee complained that the
Framework Agreements are illusory in substance yet provide the
Plan Investors with absolute walk away rights making any bidding
protection unjustifiable.  The Agreements effectively permit the
Plan Investors to terminate "for any reason or no reason" at any
stage of the process, the Equity Committee noted.

"As a matter of New York law, the Agreements fail for lack of
mutual consideration," Bonnie Steingart, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, in New York, related.  "Approving
the Agreements would only cause [the Debtors'] estates to incur
substantial fees, without them receiving any corresponding
benefit."

Highland Capital Management LLP has made a superior alternative
proposal, which provides for a vastly improved capital and
governance structure compared to that contemplated by the
Framework Agreements, Ms. Steingart pointed out.

The Framework Agreements, however, do not create an auction
environment aimed at maximizing the chances of the best possible
alternative bid, the Equity Committee argued.  Rather, the
Agreements are likely to chill bidding from other parties, Ms.
Steingart stated.

The fees and other payments and value transfers to the Plan
Investors under the Framework Agreements are, whether with or
without the Highland proposal, excessive and unjustified pursuant
to Section 363(b) of the Bankruptcy Code, Ms. Steingart asserted.
"There is no consideration for [the proposed] payment[s] because
the Plan Investors are making no commitment, not even a
conditional one, to proceed with the proposed transaction."

Moreover, the contemplated transaction cannot proceed without
agreement with General Motors Corporation on over a dozen
different subjects.  GM, however, has no obligation to reach
agreement on any of those issues, Ms. Steingart pointed out.
Also, GM is purportedly restricted from talking to any potential
alternative bidder without the Debtors' consent.  No superior
proposal can emerge if the alternative bidder is subject to
greater restrictions on communications with GM than it is as to
communications with the Debtors, Ms. Steingart said.

Ms. Steingart added that the Agreements contain unreasonable
provisions that would mandate denial of the Motion even if the
Agreements were not illusory:

   -- The total amount of fees and value diverted to the Plan
      Investors is unconscionable;

   -- The timing and mechanics of the Rights Offering are
      designed to ensure that it fails to maximize value to all
      equity holders; and

   -- The 24-month "tail" period with respect to the payment of
      the Alternative Transaction Fee is excessive.

B. IUE-CWA

The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers, Communications Workers of America
has not been consulted by any party concerning the terms of the
proposed framework, did not take part in any of the negotiations,
and has generally been kept apart from related discussions,
Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., in
New York, informed Judge Drain.

Thus, the IUE-CWA does not support the Framework Agreements.

In addition, the IUE-CWA asserted that the Proposed Framework is a
sub rosa plan that does not include a sufficient grant of value
to the labor unions whose sacrifices have led to the current net
enterprise value of Delphi.

Instead, the Proposed Framework provides for fees to the Proposed
Investors that are too easily obtainable without a corresponding
level of commitment by the Proposed Investors, and for abusive
corporate governance provisions that are against public policy
and harmful to common shareholders, Mr. Kennedy noted.

                   Debtors Addressed Objections

In an effort to resolve objections filed against the Framework
Motion, the Debtors, the Plan Investors, and other interested
parties engaged in negotiations and subsequently agreed to make
these clarifications to the Framework Agreements:

   * The list of events constituting a Change of Recommendation
     in the Equity Purchase and Commitment Agreement is clarified
     to exclude actions taken by General Motors Corporation.

   * The termination rights under the EPCA are clarified so that
     (i) neither the Debtors' nor GM's termination of the Plan
     Framework Support Agreement provides the Debtors with a
     termination right under the EPCA, and (ii) the Debtors and
     the Plan Investors have, in addition to other termination
     rights, an unconditional right to terminate the EPCA on or
     after August 31, 2007, if the Closing Date has not occurred.

   * Various provisions of the EPCA governing the Rights Offering
     are clarified so that holders of Rights may exercise those
     rights via a document separate from the ballot forms to be
     used in connection with solicitation of acceptances of the
     Plan.

   * The EPCA, the PSA, and the Preferred Stock Term Sheet are
     clarified so that various restrictions applicable to A-D
     Acquisition Holdings, LLC, Dolce Investments LLC, or the
     holders of Series A Preferred Stock apply to their own
     affiliates.

   * The Preferred Stock Term Sheet is clarified so that, if an
     event would cause shares of Series A Preferred Stock
     automatically to convert into shares of Series B Preferred
     Stock but for the lack of a registration statement covering
     re-sales of Series B Preferred Stock, that conversion would
     occur when the registration statement becomes effective.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, informed the Court that the
Framework Agreement modifications are reflected in:

   (1) the revised EPCA dated January 10, 2007, a full-text
       blacklined copy of which is available for free at
       http://ResearchArchives.com/t/s?188c

   (2) a supplement to the EPCA dated January 10, 2007, a full-
       text copy of which is available for free at
       http://ResearchArchives.com/t/s?188d

   (3) the revised Preferred Stock Term Sheet, a full-text
       blacklined version of which is available for free at
       http://ResearchArchives.com/t/s?188e

   (4) an amendment and supplement to the PSA, a full-text copy
       of which is available for free at:
       http://ResearchArchives.com/t/s?188f

The Objectors failed to appreciate that the only "property of the
estate" at issue in the Framework Motion are the potential fees,
costs, and liabilities described in the Agreements, Mr. Butler
asserted.  The Framework Motion does not seek, nor require, the
Court's approval of any elements of a plan, and does not impair
any of the Objectors' rights with respect to objecting to or
voting on any plan of reorganization, Mr. Butler elaborated.

The principal objections to the Commitment Fees, the Transaction
Fees, and the Alternate Transaction Fee go to the circumstances
under which they purportedly could become due rather than to the
amount of the fees, Mr. Butler noted.

Mr. Butler pointed out that no amount of the Commitment Fees
becomes payable merely upon approval of the Framework Agreements.
Rather, appropriate milestones ensure that the payment of
Commitment Fees is commensurate with progress in achieving major
steps toward consummation of the transaction:

   * The first $10,000,000 becomes payable only after the Plan
     Investors' due diligence condition has been satisfied or
     waived;

   * An additional $28,062,050 will be paid only after GM and the
     Debtors have reached agreement on definitive settlement
     documents, and the Plan Investors have approved the terms of
     the GM Settlement; and

   * The final $38,062,050 will not be paid until after the Court
     has approved the terms of a disclosure statement.

The Equity Committee raised the concern that the Plan Investors
could abandon the Framework Agreements after collecting all
$76,000,000 in Commitment Fees by terminating the PSA after
April 1, 2007.

In a further attempt to resolve objections, the Parties agreed to
modify the termination rights under the PSA so that termination of
the PSA by the Plan Investors or the Debtors after the disclosure
statement approval date is no longer allowed, Mr. Butler
disclosed.

The Debtors' aggregate liability from all provisions of the
Framework Agreement is capped at $100,000,000 until after the
Court approves the disclosure statement, Mr. Butler clarified.
Contrary to the Equity Committee's assertion, approval of the
Framework Agreements do not put $176,000,000 at risk without
further action of the Court.

The Parties also agreed to modify the Framework Agreements to
remove action taken by GM from the definition of a Change of
Recommendation by the Debtors.

Despite the clear language, the Equity Committee still contends
that GM can walk away from the deal after April 1, 2007, and
cause the Debtors to pay an Alternate Transaction Fee.  Under the
Framework Agreements, GM can terminate the PSA at any time after
April 1, 2007, and under the EPCA, that termination by GM would
give the Plan Investors the right to terminate the EPCA, Mr.
Butler conceded.   However, that termination is not one of the
events giving rise to an Alternate Transaction Fee, Mr. Butler
noted.

If a settlement with GM is in place by April 1, it is highly
unlikely that GM would be able to walk away, Mr. Butler said.
But even if such a scenario is theoretically possible, the risk
to the Debtors is only that they might be tied to the EPCA until
Aug. 31, 2007.

Based on the amendments negotiated in connection with the
Statements of Ambiguities, the Debtors now have the right to
terminate the EPCA without paying an Alternate Transaction Fee
after Aug. 31, 2007, Mr. Butler pointed out.

Mr. Butler maintained that the Court should allow the Debtors to
reimburse the Investors' reasonable actual expenses, without the
need of filing fee applications, since the reimbursement of
expenses is an integral part of the Framework Agreements.

Also, the Framework Agreements do not dispose of any property
other than the various fees and transaction expenses, Mr. Butler
emphasized.

The Debtors have worked with the Objectors to attempt to resolve
some of the objections surrounding issues on the timing and
procedures for the Rights Offering, the proposed treatment of
unsecured claims, and future labor negotiations, Mr. Butler
related.

None of those provisions, however, is before the Court for
approval and none of them becomes effective until put forth
in a disclosure statement and plan and approved by the Court, Mr.
Butler said.

The Debtors asserted that the governance structure contemplated
under the Framework Agreements is acceptable in light of the
benefits of concluding the overall transaction on the terms
negotiated.

                  Debtors Reject Highland Proposal

The Debtors had advised Highland that based on the information
presently available to them, they could not conclude that the
Highland proposal, as a matter of fact, would deliver superior
value to Delphi stakeholders and that, like the EPCA and PSA,
there is significant conditionality and risks of execution.

The Debtors also advised Highland that they have concluded that
it is premature to move forward with Highland regarding a
transaction at the present time, but would consider reviewing
that assessment consistent with the EPCA and PSA requirements
should Highland choose to address various issues they have
outlined.

             Plan Investors Support Debtors' Position

Appaloosa Management L.P., A-D Acquisition Holdings LLC, Harbinger
Capital Partners LLC, Harbinger Del-Auto Investments Company Ltd.,
and the other Plan Investors maintained that there are no legal or
factual bases for the objections to the Framework Motion.

On behalf of Appaloosa, Glenn M. Kurtz, in New York, contended
that the Objectors are simply using their objections to extract
concessions and additional consideration from the Debtors and the
Plan Investors in order to advance their particular
constituency's interests.  "The Investment Agreements are the
product of arm's-length negotiation, reflect substantial
concessions by the Plan Investors and cannot be renegotiated
now," Mr. Kurtz asserted.

Mr. Kurtz argued that serious execution risk exist to any
potential transaction with Highland:

   (1) Highland has neither the financial wherewithal, nor
       sufficient financing, necessary to consummate a
       transaction;

   (2) Highland cannot demonstrate adequate experience and
       credibility to succeed in the proposed transaction, and in
       particular, an ability to reach an agreement with GM;

   (3) Highland has no idea whether it truly has an interest in
       consummating a transaction on any terms;

   (4) The delay necessarily attendant to any potential
       transaction with Highland would be enormously costly to
       Debtors, ultimately providing inferior consideration to
       stakeholders even if a deal was consummated.

Moreover, Highland has not performed any due diligence on the
Debtors or their businesses, Mr. Kurtz noted.

On the other hand, the Plan Investors' commitment to the Debtors
and to the Investment Agreements has been well demonstrated, Mr.
Kurtz maintained.  Among other things, the Plan Investors have:

   -- been involved in the Framework Agreements process for more
      than five months;

   -- agreed to become restricted from trading in shares of the
      Debtors;

   -- conducted significant diligence with respect to the
      proposed investment; and

   -- incurred substantial other expenses in pursuing the deal.

It is also clear that among Cerberus, Appaloosa and the other
Plan Investors, enough cash will be available to honor their
commitments, Mr. Kurtz told the Court.

                Two Committees Withdraw Objection

As a result of the changes the Plan Investors and the Debtors
have made to the EPCA, the PSA and the proposed order, the
Creditors Committee withdrew its objection to the Framework
Motion.

The Creditors Committee believed that, with the contemplated
changes, the Debtors' request to approve the Framework Agreements
represented an appropriate expenditure of estate resources to move
forward with a plan process in a manner consistent with the
fiduciary duties of all involved.

Also, the Delphi Trade Committee, the Debtors, and the Plan
Investors entered into a settlement as set forth in an electronic
mail communications among counsel on Jan. 9, 2006, David S.
Rosner, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New
York, informed the Court.

In reliance on that settlement, the Trade Committee withdrew its
objection to the Framework Motion.  The Trade Committee also
withdrew its participation in the Motion to Quash and the Motion
to Preclude.

               GM Supported the Framework Agreements

Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal & Manges LLP, in New
York, related that although the EPCA and the PSA do not resolve
all of the issues necessary for the Debtors' successful emergence
from Chapter 11, and each agreement is subject to numerous
conditions, GM believed that they lay the foundation necessary to
successfully negotiate agreements with the Debtors' labor unions.

Accordingly, GM supported the Debtors' request and urged the Court
to authorize the Framework Agreements.

GM, however, does not necessarily concur with all of the
statements made by the Debtors in the Framework Motion concerning
GM.  In addition, GM took no position on the views of the Debtors
and the Plan Investors concerning the Debtors' business models,
transformation plans, or target EBITDA levels.

                     Highland Proposal is Better,
                      Equity Committee Insisted

The Delphi Chapter 11 cases remain a contest between the Equity
Committee and GM over the allocation of the value of reorganized
Delphi, Ms. Steingart noted.

The Equity Committee believed that the Debtors must engage
Highland and all potential credible bidders to ensure that the
highest and best offer is obtained and that value is maximized
for the Debtors' stakeholders as opposed to a few select plan
investors.

If GM prefers the Plan Investors, GM should cause the Plan
Investors to best Highland, the Equity Committee asserted.  GM
cannot be allowed to facilitate another forfeiture of value due
to the shareholders of Delphi by shutting other bidders out of
the process to ensure its preferred partner -- Cerberus -- is the
successful bidder, Ms. Steingart contended.

Even with the revised Framework Agreement filed by the Debtors,
the Equity Committee continued to find the contemplated
transactions to be objectionable.  The modifications do not
change the fact that as long as the Plan Investors can terminate
for "any reason or no reason", the agreements are illusory, Ms.
Steingart said.

                  Debtors Inked Protective Orders

The Debtors entered into separate Court-approved stipulations
with Highland Capital Management, LP; and IBEW and IAM, regarding
the production of information in relation to the Framework
Motion.

The parties agreed discovery and other sensitive and proprietary
information provided in connection with the Framework Motion
Agreements will be held confidential and will only be
disseminated to selected persons.  Confidential Information will
be used or disclosed by a receiving Party solely for the purpose
of the Framework Motion.

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. 54;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DELPHI CORP: Court Authorizes 3 Committees to Subpoena John Opie
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorizes the Official Committee of
Unsecured Creditors, the Official Committee of Equity Committee,
and the Ad Hoc Trade Committee of Delphi to issue trial subpoena
only to John Opie without prejudice to the rights of the Equity
Committee to ask the Court to reconsider the matter at the close
of testimony.

Judge Drain, however, denies the Motion to Quash with respect to
Robert Miller.

The Creditors Committee, the Equity Committee, and the Delphi
Trade Committee had served trial subpoenas on Robert Miller and
John Opie.

Mr. Miller became executive chairman of Delphi's Board of
Directors on Jan. 1, 2007, and was previously chairman and chief
executive officer of Delphi.  Mr. Opie is the lead independent
director on the Board.

The Debtors asked the Court to quash the trial subpoenas issued to
Messrs. Miller and Opie.

The Debtors asserted that they are already making available for
testimony two of their representatives with the most detailed
knowledge of the Framework Agreements and the process that lead
to their conclusion -- John Sheehan, the company's vice president
and chief restructuring officer, and David Resnick, managing
director of Rothschild Inc.

Messrs. Miller's and Opie's testimony would then be duplicative
to the testimony to be provided by Messrs. Sheehan and Resnick,
the Debtors argued.

               Committees Contested Motion to Quash

The Creditors Committee, the Equity Committee, and the Delphi
Trade Committee pointed out that although Messrs. Sheehan and
Resnick may well be able to provide detailed testimony about the
Framework Agreements, the key inquiry was whether the Board
properly considered the Agreements, thus their testimony will, by
definition, be insufficient.

Mr. Steingart, counsel to the Equity Committee, pointed out that
the Court cannot have an adequate hearing on the Framework Motion
without the testimony of persons who actually had a duty to
exercise business judgment.

The Committees, asked the Court to deny the Debtors' request
to quash subpoenas to Messrs. Miller and Opie.

In a separate filing, the Committees asked the Court to preclude
Mr. Resnick from offering testimony at the hearing on the
Framework Motion unless and until the Debtors comply with the
Committees' most recent document request relating to Mr. Resnick
and Rothschild Inc., the Debtors' financial advisors.

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. 54;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DLJ COMMERCIAL: Fitch Junks Rating on $9 Mil. Class B-8 Certs.
--------------------------------------------------------------
Fitch downgrades one class of DLJ Commercial Mortgage Corp.
mortgage pass-through certificates, series 1999-CG3:

   -- $9 million class B-8 to 'C/DR5' from 'CC/DR5'.

In addition, Fitch upgrades this class:

   -- $27 million class B-3 to 'AA-' from 'A+'.

Fitch also affirms these classes:

   -- $8.6 million class A-1A at 'AAA';
   -- $509.1 million class A-1B at 'AAA';
   -- $17.7 million class A-1C at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $2 5 million class A-2 at 'AAA';
   -- $49.5 million class A-3 at 'AAA';
   -- $13.5 million class A-4 at 'AAA';
   -- $15.7 million class A-5 at 'AAA';
   -- $18 million class B-1 at 'AAA';
   -- $15.7 million class B-2 at 'AAA';
   -- $13.5 million class B-4 at 'BBB+';
   -- $9 million class B-5 at 'BBB-';
   -- $11.2 million class B-6 at 'BB';
   -- $9 million class B-7 at 'B-'; and,
   -- $2.8 million class C remains 'C/DR6'.

The downgrade is due to an increase in Fitch expected losses on
the specially serviced loans since Fitch's last rating action in
August 2006, which will deplete class C and severely impact class
B-8.

The upgrade is the result of additional loan payoffs and scheduled
amortization as well as the additional defeasance of eight loans
since Fitch's last rating action. Since issuance, 37 loans
representing 45.4% of the pool have defeased.  As of the January
2007 distribution date, the pool's aggregate certificate balance
has been reduced approximately 16.1% to $754.3 million from
$899.2 million at issuance.

There are currently four loans in special servicing and losses are
expected.  The largest loan is secured by a 183,849 square foot
office property located in Richmond, Virginia.  A Phase II
environmental assessment is being conducted prior to the Trust
taking title to the property.

The second largest loan in special servicing is secured by a hotel
property located in Indianapolis, Inidana.  The Holiday Inn flag
expired in September 2005 and the borrower was unable to make the
required property improvement repairs repairs.  A receiver was
appointed in October 2006 and foreclosure is scheduled for January
2007.  Holiday Inn has verbally agreed to extend the franchise on
a month-to-month basis after the receiver takes over operations.


EMPIRE COACH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Empire Coach Enterprises, LLC
        45 Cotters Lane
        East Brunswick, NJ 08816

Bankruptcy Case No.: 07-40660

Type of Business: The Debtor is a manufacturer of
                  limousines and other luxury vehicles.
                  See http://www.empirecoach.cc/

                  The Debtor filed for chapter 11 protection on
                  November 29, 2006 (Bankr. D. N.J. Case
                  No. 06-21835).

Chapter 11 Petition Date: January 12, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Kevin L. Larin, Esq.
                  Kerr Russell & Weber, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388

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
   ------                          ---------------   ------------
Ajay Supply Company                Trade Claim            $74,894
546 Casanova Street
Bronx, NY 10474

Aerotek Commercial                 Trade Claim            $57,208
P.O. Box 198531
Atlanta, GA 30384-8531

MTG                                Trade Claim            $41,705
3 Reeves Station Road
Medford, NJ 08055

Wayne Motors Inc.                  Trade Claim            $38,494
1910 Route 23
Wayne, NJ 07470

Highview Properties I, LLC         Trade Claim            $37,924
33 Cotters Lane
East Brunswick, NJ 08816

Centerline Distributors            Trade Claim            $31,902

A&M Automotive Hardware            Trade Claim            $30,648

Mid-State Sprinklers Co.           Trade Claim            $27,000

FinishMaster, Inc.                 Trade Claim            $20,924

Design Electric                    Trade Claim            $20,670

Digest Publications                Trade Claim            $20,400

Limousine Digest                   Trade Claim            $18,719

Atlantic Welding Supply            Trade Claim            $18,084

MTG Air                            Trade Claim            $15,698

Nassau Driveshaft                  Trade Claim            $13,425

Lewisohn Sales Company             Trade Claim            $12,985

Bobit Business Media               Trade Claim            $11,751

Limo Glass Inc.                    Trade Claim             $9,822

McMaster-Carr Supply Co.           Trade Claim             $9,692

Kraft Automotive Group             Trade Claim             $8,596


ESCHELON TELECOM: Posts $608,000 Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Eschelon Telecom Inc. reported a $608,000 net loss on
$69.8 million of total revenue for the quarter ended Sept. 30,
2006, compared with a $12.5 million net loss on $57.9 million of
total revenue for the same period in 2005.

Total revenues for the third quarter of 2006 were $69.8 million,
an increase of $1.6 million from the second quarter of 2006 and an
increase of $11.9 million from the third quarter of 2005.  The
increases were primarily due to the inclusion of Oregon Telecom
Inc., which was acquired on Apr. 1, 2006, and access line growth.

Net loss for the third quarter of 2006 was $608,000, relatively
unchanged from the second quarter of 2006 and down from a loss of
$12.5 million in the third quarter of 2005.  The improvement from
the third quarter of 2005 is primarily due to 2005 including
$10.2 million of interest expense related to the partial
redemption of notes in September 2005.  The improvement is also
due to the inclusion of Oregon Telecom Inc. and higher access
lines in service.

Gross profit for the third quarter of 2006 was $39.5 million, an
increase of $400,000 from the second quarter of 2006 and an
increase of $6.3 million from the third quarter of 2005.

Sales, general and administrative expenses for the third quarter
of 2006 were $25.8 million, a decrease of $100,000 from the second
quarter of 2006 and an increase of $3.5 million from the third
quarter of 2005.  The increase from 2005 was primarily due to the
inclusion of Oregon Telecom Inc., an increase in costs associated
with the sales force expansion, costs associated with being a
public company, operating taxes and share-based compensation.

At Sept. 30, 2006, the company's balance sheet showed
$317.2 million in total assets, $186.4 million in total
liabilities, and $130.8 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?1787

                       Capital Expenditures

Capital expenditures for the third quarter of 2006 were
$12.8 million, an increase of $1.2 million from the second quarter
of 2006 and an increase of $4.1 million from the third quarter of
2005.

                       Cash, Restricted Cash

Cash, restricted cash and available-for-sale securities at
Sept.  30, 2006 were $77 million, a decrease of $14.9 million from
the second quarter of 2006.  This decrease is primarily due to
escrowing $9.9 million at the end of September for the acquisition
of OneEighty Communications Inc., which was completed on Oct. 1,
2006.

                         Subsequent Events

On Oct. 1, 2006, the company completed its acquisition of
OneEighty Communications, Inc., a competitive services provider
headquartered in Billings, Montana.

On Nov. 1, 2006, the company completed its acquisition of Mountain
Telecommunications, Inc., a competitive services provider
headquartered in Tempe, Arizona.

                      About Eschelon Telecom

Headquartered in Minneapolis, Minnesota, Eschelon Telecom Inc.
(NASDAQ: ESCH) -- http://www.eschelon.com/ -- is a facilities-
based competitive communications services provider of voice and
data services and business telephone systems in 45 markets in the
western United States.  Eschelon currently employs 1,300 telecom-
munications and Internet professionals, serves over 60,000
business customers and has in excess of 550,000 access lines in
service throughout its markets in Arizona, California, Colorado,
Minnesota, Montana, Nevada, Oregon, Utah and Washington.

Eschelon Operating Company is a wholly owned subsidiary of
Eschelon Telecom Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service affirmed Eschelon Operating Company's
Corporate family rating at B3 and Probability of Default rating at
B2.  Additionally, Moody's changed the ratings Outlook to Positive
from Stable.


EUROTUNNEL GROUP: Paris Commercial Court Approves Safeguard Plan
----------------------------------------------------------------
The Paris Commercial Court has approved the safeguard plan put
forward by Eurotunnel Group with the support of the Court-
appointed representatives to the company and to its creditors.

The financing of the plan has already been agreed, under excellent
terms, with the banking consortium composed of Goldman Sachs,
Deutsche Bank, and Citigroup.

With the support of the Court-appointed supervisors (Commissaires
a l'Execution), Me Laurent le Guerneve and Me Valerie Leloup
Thomas, Eurotunnel will now implement the plan during the course
of the first half of 2007.

In real terms this means:

   * The listing in Paris and London of the shares in a new parent
     company, Groupe Eurotunnel SA, the fulcrum of the
     restructuring;

   * The issue of hybrid Notes Redeemable in Shares by an English
     law mirror company, Groupe Eurotunnel UK;

   * The launch of an Exchange Tender Offer by Groupe Eurotunnel
     SA for the shares in Eurotunnel Plc and Eurotunnel SA.  The
     ETO will be the subject of a prospectus, which must be
     approved by the market authorities.

At the same time, Eurotunnel will request that its auditors
certify its 2005 and 2006 accounts, established on a going concern
basis, with a view to publishing such accounts before the ETO is
launched and to allow the lifting of the current suspension.

To this end, the Paris Commercial Court has authorized Eurotunnel
to extend the deadline for sending out notices of its general
meetings until March 31, 2007.

                         About Eurotunnel

Headquartered in Folkestone, United Kingdom and Calais, France,
Eurotunnel Group -- http://www.eurotunnel.co.uk/-- operates a
fleet of 25 shuttle trains, which carry cars, coaches and
trucks.  It manages the infrastructure of the Channel Tunnel and
receives toll revenues from train operating companies whose
trains pass through the Tunnel.

The British and French governments have granted Eurotunnel a
concession to operate the Channel Tunnel until 2086.

Eurotunnel Group files reports in the U.S. Securities and Exchange
Commission under the names of Eurotunnel PLC (ETNUF.PK) and
Eurotunnel SA (ETTFF.PK).

                         Company Crisis

Eurotunnel's crisis began when costs to build the tunnels that
connect U.K. and France started to overrun before it opened in
1994.  The Iraq war followed, which didn't help as tourist
traffic fell.  In May 2004, Eurotunnel appointed Lazard (global
coordinator) and Lehman Brothers as bank advisors, and Dresdner
Kleinwort Wasserstein as restructuring adviser.

In July 2004, auditor KPMG Audit Plc said the company faced
uncertainty after 2005.  The firm's survival is dependent upon
its ability to put in place a refinancing plan or, if not, to
obtain an agreement with the lenders under the existing Credit
Agreement within the next two years, the auditor said.

Eurotunnel obtained Aug. 2 an order placing the channel operator
under the protection of the Court pursuant to the new safeguard
legislation (Procedure de sauvegarde).


FOAMEX INT'L: U.S. Trustee et al. Oppose Confirmation of Plan
-------------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to deny approval of
Foamex International Inc. and its debtor-affiliates' Second
Amended Plan of Reorganization.

The Trustee points out that Article VIII.K of the Debtors' Second
Amended Plan provides for broad releases in favor of the Released
Parties, consisting of, among others:

   -- all of the Debtors' officers, directors, employees,
      partners, advisors, attorneys, financial advisors,
      accountants and other professionals;

   -- members of the Ad Hoc Committee of Senior Secured
      Noteholders;

   -- counsel and financial advisors to the Ad Hoc Committee; and

   -- DIP Lenders, DIP Agents and their attorneys and advisors.

David L. Buchbinder, Esq., in Wilmington, Delaware, relates that
the Court in In re Zenith Electronics Corporation, 241 Bankr. 92
(Bankr. D. Del. 1999) addressed the issue of debtor releases of
third parties.  The Zenith Court adopted a five-part test
enunciated in Master Mortgage Inv. Fund, Inc., 168 B.R.
930(Bankr. W.D.Mo.1994) to determine in allowing a release of a
third party as a part of a plan of reorganization.  Those factors
are:

   (1) an identity of interest between the debtor and the third
       party;

   (2) substantial contribution by the non-debtor of assets to
       the reorganization;

   (3) the essential nature of the injunction to the
       reorganization to the extent that, without the injunction,
       there is little likelihood of success;

   (4) an agreement by a substantial majority of creditors to
       support the injunction, specifically if the impacted class
       or classes "overwhelmingly" votes to accept the plan; and

   (5) provision in the plan for payment of all or substantially
       all of the claims of the class or classes affected by the
       injunction.

Mr. Buchbinder asserts that each of the Master Mortgage factors
must be applied to each of the entities that the Plan purports to
affect.  Without showing that the Master Mortgage test applies to
all entities, and appropriate findings by the Court, Article
VIII.K renders the Plan unconfirmable, Mr. Buchbinder contends.

Moreover, the U.S. Trustee points out, Article VIII.L of the Plan
provides for third party releases by creditors and interest
holders who do not opt out of the third party release provision.

With the possible exception of the DIP Lenders, Mr. Buchbinder
notes, none of the third parties seeking releases from individual
creditors within the Plan has provided any consideration in
exchange for the releases sought.  Although Article VIII.L seeks
to obtain the affirmative consent of the creditors and interest
holders sought to be affected by the third party releases, a
proposed Released Party who does not provide consideration for
the release is not entitled to the release, Mr. Buchbinder says.

            IRS Balks at Administrative Claims Bar Date

The United States, on behalf of the Internal Revenue Service,
opposes the Debtors' Second Amended Plan to the extent that it
provides for an unreasonably short administrative bar date of 45
days after the Confirmation Date.

If the Debtors seek prompt determination of their tax liability,
they should be required to use the mechanism provided for in
Section 505(b) of the Bankruptcy Code to obtain that
determination of their administrative claims, Ellen W. Slights,
Esq., in Wilmington, Delaware, asserts.

The IRS objects to the Second Amended Plan to the extent:

   (a) it fails to preserve the IRS' set-off and recoupment
       rights;

   (b) the discharge it provides exceeds the scope of discharge
       under Section 1141(d); and

   (c) it fails to provide for an adequate rate of interest on
       IRS' $8,612 claim against Foamex, L.P.

Ms. Slight contends that discharge should apply to debts incurred
before the Confirmation Date rather than the Effective Date as
currently provided in the Second Amended Plan.

Ms. Slight adds that interest on the IRS Claim should be provided
at the rate and method set in Sections 6621 and 6622 of the
Bankruptcy Code and should continue to accrue until the Claim is
paid in full.

        Multnomah County Supports Non-Confirmation of Plan

Amy D. Brown, Esq., at Werb and Sullivan, in Wilmington,
Delaware, counsel to Multnomah County, Oregon, argues that the
Second Amended Joint Plan of Reorganization has not been proposed
in good faith and in accordance with the law.  Thus, confirmation
of the Second Amended Plan would violate Section 1129(a)(3) of
the Bankruptcy Code, Ms. Brown contends.

Multnomah County asserts that its claims are impaired and it has
been improperly denied an opportunity to vote on the Plan.

Accordingly, Multnomah County asks the Court not to confirm the
Second Amended Plan.

          Senior Secured Noteholders Accept Amended Plan

As reported in the Troubled Company Reporter on Jan. 10, 2007,
the Senior Secured Noteholders voting on the Debtors' Second
Amended Plan of Reorganization have voted unanimously to accept
the Plan.

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

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

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

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets.  The company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries.  The company and eight affiliates filed for chapter 11
protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  Attorneys at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represent the Debtors in their restructuring
efforts.  Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers
LLP are advising the ad hoc committee of Senior Secured
Noteholders.  Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq.,
at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul
Ewings, LP, represent the Official Committee of Unsecured
Creditors.  As of July 3, 2005, the Debtors reported $620,826,000
in total assets and $744,757,000 in total debts.  On Nov. 27,
2006, the Court approved the adequacy of the Debtors' Second
Amended Disclosure Statement.  A hearing is set on Feb. 1, 2007,
to consider confirmation of the Debtors' Second Amended Plan of
Reorganization.  (Foamex Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


FRITZ GUILLAUME: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fritz A. Guillaume
        205 Cedar Street
        Valley Stream, NY 11580

Bankruptcy Case No.: 07-70111

Chapter 11 Petition Date: January 12, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Michael R. Toppin, Esq.
                  Toppin & Toppin
                  223-05 Hempstead Avenue
                  Queens Village, NY 11429
                  Tel: (718) 740-6065
                  Fax: (718) 740-6177

Total Assets: $2,922,400

Total Debts:  $1,846,928

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


GLOBAL CREDIT: S&P Removes P-3 Preferred Shares from CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating of Global
Credit Pref Corp.'s P-3 (High) rated preferred shares and removed
them from CreditWatch.

The rating on the preferred shares of Global Credit Pref Corp.
mirrors the BB+ rating on the CDN55,976,000 fixed-rate static
portfolio credit linked note issued by The Toronto-Dominion Bank.
The company has exposure to the credit linked note issued by The
Toronto-Dominion Bank and held by Global Credit Trust, the return
on which is linked to the credit performance of 128 reference
entities in an equally weighted portfolio.

The return on the credit-linked note is linked to the number of
defaults experienced over its term among the reference entities in
the CLN Portfolio.  There has been one default in the CLN
Portfolio to date.  The credit linked note has been structured so
that it will now be unaffected by additional net losses on the CLN
Portfolio up to 4.69% of the initial value of the CLN Portfolio
(representing defaults by 10 additional reference entities in a
CLN Portfolio now comprised of 128 reference entities), based on a
fixed recovery rate of 40%.

                       About Global Credit

Global Credit Pref Corp. (TSX:GPA.PR.A) --
http://www.gatehousecapital.ca/-- is a mutual fund company under
the Toronto-based asset management group Gatehouse Capital Inc.
The company issues 10-year redeemable, retractable cumulative
preferred shares.  The company aims pays to holders of Preferred
Shares, on the termination date, an amount per Preferred Share
equal to the original subscription price of $25.00 per Preferred
Share, and provides Holders with quarterly fixed cumulative
preferential distributions.

                          *     *     *

In its interim financial report for the six months ended June 30,
2006, the company indicated total assets of $37,822,962, total
liabilities of $58,477,563, and a stockholders' deficiency of
$20,654,601.

The company also related that Standard & Poor's Rating Services
downgraded its Preferred Shares from P-1 (Low) Watch Neg to P-2,
on January 23, 2006.  This downgrade mirrored the downgrade of the
rating on the CLN, which was downgraded from A- Watch Neg to BBB.

Subsequently, on March 3, 2006, Dana Corp., one of the company's
reference entities, filed for bankruptcy protection resulting in
the Preferred Shares being put on CreditWatch on March 8, 2006
with a rating of P-2/Watch Neg.  The CLN was also put on
CreditWatch on March 8, 2006 with a rating of BBB Watch/Neg.

On May 19, 2006, the company's Preferred Shares were downgraded to
P-2 (Low) and removed from CreditWatch.  This downgrade mirrored
the downgrade of the rating of the CLN, which was downgraded to
BBB- on May 19, 2006.

On July 14, 2006, S&P placed its ratings on the company's
Preferred Shares on CreditWatch with negative implications.  The
CreditWatch placement on the company's Preferred Shares mirrors
the CreditWatch on the CLN.


GRANITE BROADCASTING: Secures $25 Million Credit Facility
---------------------------------------------------------
Granite Broadcasting Corporation received approval from the U.S.
Bankruptcy Court for the Southern District of New York for as much
as $25 million of borrowings while undergoing its court-supervised
restructuring.  Approval of this line of credit provides the
company with access to funds for operations, should they be
needed.

U.S. Bankruptcy Judge Allan Gropper stated that approval of the
loan was in the best interest of the estate and would allow for
the continued flow of supplies and services.

"We are pleased that the court has approved our request for access
to additional funding, if needed, while we complete the
reorganization of our corporate balance sheet," W. Don Cornwell,
Chairman and Chief Executive Officer, said.  "Although we
currently do not anticipate a need to draw upon the line, we
believe it is in the best interest of the company to have such
availability in place to ensure there will be no disruptions to
our business while we restructure."

Potential borrowings under the line of credit would be used to
fund the post-petition operations of the business.  All
liabilities of the company incurred after the Dec. 11, 2006 filing
date are considered priority claims and must be paid before the
reorganization can be completed.

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

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.


GREIF INC: Commences Offer to Purchase $242.6 Million Senior Notes
------------------------------------------------------------------
Greif Inc. is commencing an offer to purchase and a consent
solicitation for any and all of its outstanding 8-7/8% Senior
Subordinated Notes due 2012 with aggregate principal amount
currently outstanding of approximately $242.6 million.

The offer to purchase will expire at midnight, New York City time,
on Feb. 8, 2007.  The consent solicitation will expire at 5 p.m.,
New York City time, on Jan. 25, 2007.

Holders tendering their notes will be deemed to have delivered
their consent to certain proposed amendments to the notes and the
indenture governing the notes, which will eliminate, among other
things, substantially all of the restrictive covenants and certain
events of default in the indenture.

The purchase price for each $1,000 principal amount of notes
tendered and not validly withdrawn on or prior to the expiration
date of the offer to purchase will be $1,028.36 plus unpaid
interest on the principal amount of the notes accruing to, but not
including, the payment date.  In addition to the purchase price,
Greif will make a consent payment of $30 for each $1,000 principal
amount of notes for which consents have been delivered on or prior
to the expiration date of the consent solicitation.

The offer to purchase and consent solicitation conditions include
a majority of the aggregate principal amount of notes outstanding
being tendered on or prior to the consent date, a refinancing
condition, and the execution of a supplemental indenture on or
prior to the acceptance date implementing the proposed amendments.

Deutsche Bank Securities Inc. is the dealer manager for the offer
to purchase and the solicitation agent for the consent
solicitation.  Questions or requests for assistance and
documentation may be directed to Deutsche Bank Securities Inc.,
60 Wall Street, New York, N.Y. 10005, Attn: Christopher White at
(212) 250-6008, or to the information agent for the offer to
purchase and consent solicitation, MacKenzie Partners, Inc., 105
Madison Avenue, New York, NY 10016, at (800) 322-2885 or
(212) 929-5500 (call collect).

Headquartered in Delaware, Ohio, Greif, Incorporated, (NYSE: GEF,
GEF.B) -- http://www.greif.com/-- produces steel, plastic, fibre,
corrugated and multiwall containers, protective packaging and
containerboard, and provides blending and packaging services for a
wide range of industries.  The company also manages timber
properties in North America and is positioned in more than 40
countries to serve global as well as regional customers.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, confirmed its Ba2
Corporate Family Rating for Greif, Incorporated, as well as
revised its rating on the company's $250 million 8.875% senior
subordinate notes due 2012 to Ba3 from B1.  Those debentures were
assigned an LGD5 rating suggesting lenders will experience an 82%
loss in the event of default.


HEALTHEAST: Fitch Holds Rating on $278 Mil. Revenue Bonds at BB+
----------------------------------------------------------------
Fitch has affirmed the 'BB+' rating on the approximately
$278 million revenue bonds issued on behalf of HealthEast and
Controlled Affiliates.

The Rating Outlook is revised to Positive from Stable.

Most of HealthEast's financial indicators are below Fitch's 'BBB'
medians, however Fitch believes HealthEast's continued operating
profitability, solid market position in a favorable market and
planned quality initiative support the affirmation and positive
outlook.  Fitch believes HealthEast's qualitative factors offset
its below average financial indicators and warrant the outlook
revision to positive despite the projected temporary decline in
liquidity and profitability due to the quality initiative
investment.

Fiscal 2006's positive operating margin marks five straight fiscal
years of operating profitability for the system.  However,
operating profitability is expected to temporarily decline for the
next three fiscal years, as HealthEast implements a significant
quality and safety improvement program, the annual cost of which
is expected to be approximately $8 million.  Major components
include the continued use of internal benchmarks and process
improvements to increase profitability, improve patient safety,
and reduce waste through measured outcomes.  Management expects
the program to yield stronger operating performance through
increased recognition of quality care by patients, greater market
share, improved employee and physician recruitment, and favorable
rate negotiations.

The benefits of the quality initiative should help solidify
HealthEast's market leadership position in the service area.
HealthEast maintains a leading market position in St. Paul,
Minnesota, with a 38.9% market share in fiscal 2006, compared with
30.4% for its closest competitor, United Hospital.  Market share
has remained relatively stable over the past four years for the
dominant players in the market.

HealthEast's already light liquidity is expected to drop by
approximately 15 days, below Fitch's 'BBB' median of 130.5 days
cash on hand.  HealthEast's low liquidity limits operating
flexibility and management has stated that if needed, it would
curtail spending on the quality initiative to achieve future
financial targets and maintain operating profitability.

Additional credit concerns are HealthEast's high debt load
relative to liquidity, exposure to governmental payors and future
capital needs.  HealthEast's balance sheet remains significantly
leveraged, with a debt to capitalization of 73% at fiscal 2006.
The Minneapolis-St. Paul metropolitan region is dominated by four
major managed care companies accounting for 52.8% of HealthEast's
revenues in fiscal 2006.  Recent rate negotiations have been
favorable, but the slim operating margins projected in the near
term will depend on management's ability to continue securing
favorable increases going forward.  HealthEast's high average age
of plant of 15.7 years at fiscal 2006 and low average capital
expenditure as a percent of depreciation expense of 82.2% for the
last five fiscal years are below Fitch's 'BBB' medians.  However,
these indicators do not reflect HealthEast's use of operating
leases and does not incorporate the opening of the patient tower
at the St. Joseph campus scheduled for December of 2008.

The Positive Rating Outlook reflects Fitch's confidence that
management will maintain HealthEast's profitability at or above a
0.5% operating margin and that future liquidity levels will not
drop below 55 days cash on hand.  If HealthEast is able to meet
these expectations over the next two fiscal years then an upgrade
may be warranted.  After the successful implementation of this new
three year strategic initiative, operating profitability is
expected to return to historic levels and liquidity should grow.

Headquartered in St. Paul, Minnesota, HealthEast is a large health
care system providing inpatient and outpatient care and
rehabilitation services, as well as a variety of other ancillary
services primarily through three acute-care hospitals, one long-
term care hospital, two ambulatory surgery centers, and
11 primary care clinics.  The three acute care hospitals operate
519 of 654 licensed beds.  In fiscal 2006 HealthEast reported
$682.8 million in operating revenue.  HealthEast covenants to
provide annual and quarterly disclosure to the nationally
recognized municipal securities information repositories.
Disclosure to the NRMSIRs has been timely and includes a balance
sheet, income statement, cash flow statement and utilization
statistics but no management discussion and analysis.

Outstanding debt:

   -- $204,590,000 million Saint Paul, MN Housing and
      Redevelopment Authority hospital revenue bonds, HealthEast
      Project, series 2005;

   -- $48,327,000 Washington County Housing and Redevelopment
      Authority hospital facility revenue bonds, HealthEast
      Project, series 1998;  and,

   -- $24,996,000 City of St. Paul, MN Housing and Redevelopment
      Authority hospital facility revenue bonds, HealthEast
      Project, series 1997.


HEMOSOL CORP: Court Reserves Decision on MDS Debt Assignment
------------------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver of
the assets, property and undertaking of Hemosol Corp. and its
affiliate Hemosol L.P., has disclosed that the two-day motion
before the Ontario Superior Court of Justice, brought by the Plan
Sponsor in connection with the assignment by MDS Inc. of the debt
owed to it by Hemosol, concluded on Jan. 4, 2007.

The Honorable Justice Colin Campbell of the Ontario Supreme Court
of Justice reserved his decision and indicated that the result
would likely not be issued for a further few weeks.

                      About Hemosol Corp.

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make
a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in
the payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to
continue as a going concern and is in discussions with its
secured creditors with respect to its current financial position.
On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the Companies.


INNOVATIVE COMMS: Files Joint Plan of Reorganization
----------------------------------------------------
Innovative Communication Company LLC, Emerging Communications,
Inc., and Jeffrey J. Prosser delivered a Joint Plan of
Reorganization to the U.S. District Court of the Virgin Islands,
Bankruptcy Division, on Jan. 8, 2007.

On the effective date of the Plan, the Chapter 11 Cases and the
Debtors and their estates will be deemed to be substantively
consolidated.  The assets and liabilities of the Debtors will be
pooled and all claims will be satisfied from the assets of a
single consolidated estate.  All intercompany claims will be
eliminated and extinguished.

                        Treatment of Claims

The claim of Rural Telephone Finance Cooperative and the
collective claims of Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P. and Greenlight Capital Offshore, Ltd.,
will be paid the amount of $402 million plus interest at the
annual rate of 5%.  Payment will commence after July 31, 2006.

Bank of America will retain its existing lien position on account
of its allowed secured claim.  For the six-month period after the
effective date, the Debtors will pay to Bank of America interest
only payments.  Six months after the Effective Date, the Debtors
will pay to Bank of America all deferred principal payments, in
full satisfaction of its claim.

The secured claim of Banco Popular de Puerto Rico will be paid in
full according to the terms of the original loan documents.

First Bank will retain its existing lien position on property
owned by Mr. Prosser's spouse.  The Debtors will pay to First Bank
interest only payments on account of First Bank's claim for the
six months following the effective date.  After the six-month
period, the Debtors will pay all deferred principal.

Holders of general unsecured claims will be paid in full under the
Plan.

Equity Interests are unaltered by the Plan and holders will retain
their interests.

A Responsible Officer appointed by the Bankruptcy Court will
remain in place to oversee the reorganized Debtor until the
earlier of the date of entry of an order by the Bankruptcy Court
terminating the appointment and Dec. 31, 2007.

                         About Innovative

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.C. V.I. Case Nos. 06-30007 and 06-
30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.C. V.I. Case No. 06-10006).

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd., which holds an $18,780,614
claim against Mr. Prosser, had filed an involuntary chapter 11
petition against Innovative Communication, Emerging
Communications, and Mr. Prosser on Feb. 10, 2006 (Bankr. D. Del
Case Nos. 06-10133, 06-10134, and 06-10135).  Mr. Prosser argued
that the Greenlight entities, the former shareholders of
Innovative Communications, and Rural Telephone Finance
Cooperative, Mr. Prosser's lender, conspired to take down his
companies into bankruptcy and collect millions in claims.


INNOVATIVE COMMS: Needs More Time to Prepare Disclosure Statement
-----------------------------------------------------------------
Innovative Communication Company LLC and Emerging Communications
Inc. ask the U.S. District Court of the Virgin Islands, Bankruptcy
Division, to extend until Feb. 22, 2007, their deadline to file a
Disclosure Statement explaining their Joint Plan of
Reorganization.

The Debtors submitted their Plan on Jan. 8, 2007.  Among other
things, the Plan provides for:

     -- a $402 million, plus 5% interest, payment to the Rural
        Telephone Finance Cooperative and the collective claims of
        Greenlight Capital Qualified, L.P., Greenlight Capital,
        L.P. and Greenlight Capital Offshore, Ltd.; and

     -- the payment in full of Allowed General Unsecured Claims.

The Debtors are currently reviewing and compiling financial and
legal documents and analyses that will be necessary for a full
description and explanation of their Plan.  However, they say that
to commit these documents and analyses to a formal disclosure
statement at this time would be imprecise given the current state
of the documents.

                         About Innovative

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.C. V.I. Case Nos. 06-30007 and 06-
30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.C. V.I. Case No. 06-10006).

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd., which holds an $18,780,614
claim against Mr. Prosser, had filed an involuntary chapter 11
petition against Innovative Communication, Emerging
Communications, and Mr. Prosser on Feb. 10, 2006 (Bankr. D. Del
Case Nos. 06-10133, 06-10134, and 06-10135).  Mr. Prosser argued
that the Greenlight entities, the former shareholders of
Innovative Communications, and Rural Telephone Finance
Cooperative, Mr. Prosser's lender, conspired to take down his
companies into bankruptcy and collect millions in claims.


JABIL CIRCUIT: Completes Taiwan Green's Tender Offering
-------------------------------------------------------
Jabil Circuit Inc. disclosed the successful completion of the
reported tender offer by one of its wholly owned subsidiaries to
acquire up to 100% of the outstanding shares of Taiwan Green Point
Enterprises Co., Ltd. for TWD$109 per share.

As of Jan. 12, 2007, approximately 261 million shares of stock
were acquired, representing over 97.6% of Taiwan Green Point's
outstanding shares. The tender offer expired as scheduled and was
not extended.  The total amount paid for the tendered shares was
approximately $871 million, based on current exchange rates. The
entire purchase for the shares was borrowed under Jabil's
$1 billion unsecured bridge credit agreement.

It is intended that the remaining Taiwan Green Point shares will
be acquired through the merger of Taiwan Green Point into Jabil's
wholly-owned subsidiary as per the merger agreement signed and
announced on Nov. 22, 2006, provided that certain closing
conditions are met.

These conditions include the approvals from the Taiwan Stock
Exchange and the Financial Supervisory Commission and completion
of the delisting process. These conditions are expected to be met
in April 2007.  Formal approval of the merger by Taiwan Green
Point's shareholders is not required because over 90 percent of
Taiwan Green Point's outstanding shares were acquired through the
tender offer.  The remaining shareholders will receive NT$109 in
cash for their shares at the closing of the merger.

Approximately 30,000 Taiwan Green Point employees will join Jabil,
including the current management team.  The Green Point name will
be retained and will operate as an independent business within
Jabil.  Jabil and Taiwan Green Point management will jointly
market their integrated services.

Citigroup Global Markets Inc. acted as the financial advisor to
Jabil in this transaction, and Holland & Knight LLP assisted by
Tsar & Tsai acted as Jabil's legal counsel on the transaction.

                         About Jabil Circuit

Jabil Circuit, Inc. (NYSE:JBL) -- http://www.jabil.com/-- is
an electronic product solutions company providing comprehensive
electronics design, manufacturing and product management services
to global electronics and technology companies.  Jabil Circuit has
more than 50,000 employees and facilities in 20 countries.

                          *     *     *

Standard & Poor's Ratings Services placed a BB+ preliminary rating
on Jabil Circuit's $1.5 billion senior and subordinated debts on
Aug. 19, 2005.


JAMES RIVER: Sale of Bell County Unit's Assets Delayed
------------------------------------------------------
James River Coal Company disclosed that the closing of the sale of
substantially all of the assets of its Bell County Coal
Corporation subsidiary has been temporarily delayed.  The
purchaser has confirmed its intention to complete the transaction,
but requested an extension to close the purchase.  The company
agreed to extend the closing until on, or before, Jan. 31, 2007.

On Nov. 8, 2006, the company signed an Asset Purchase Agreement
with Weston Holdings Inc. for the sale of Bell County Coal Corp.
The purchase price is $24.4 million payable in cash at closing.

Bell County Coal Corporation is located in Middlesboro, Kentucky,
and consists of two underground mines, a preparation plant and an
integrated four-hour unit train loadout that is serviced by both
CSX and Norfolk Southern railroads.  Bell County Coal shipped
approximately 537,000 tons in 2005 and has reserves of
approximately 11.9 million tons.

                    Credit Facility Amendment

On Dec. 27, 2006, James River Coal Co. entered into Amendment No.
4 to the Credit Agreement dated as of May 31, 2005 among the
company, as borrower, the Lenders party thereto, PNC Bank,
National Association, as Administrative Agent, and Morgan Stanley
Senior Funding, Inc., as Syndication Agent.

The Amendment:

   * consents to the consummation by the company of the dispositon
     of its operating subsidiary, Bell County Coal Corp.;

   * eliminates the fixed charge coverage ratio covenant;

   * increases the maximum leverage ratio to specified amounts
     from 4.00 to 1.00 for the period ended Dec. 31, 2006 to 2.50
     to 1.00 for the periods ended March 31, 2009 and thereafter;

   * revises the minimum consolidated EBITDA to specified amounts
     from $40 million for the four fiscal quarter period ended
     March 31, 2007 to $70 million for the four fiscal quarter
     periods ended June 20, 2008 and each fiscal quarter
     thereafter;

   * decreases the maximum capital expenditures the company may
     make in 2006 to $65 million, in 2007 to $52.1 million, in
     2008 to $55 million, and in 2009 and thereafter to
     $65 million;

   * requires that the company's liquidity be at least $20,000,000
     on Feb. 28, 2007;

   * reduces the Total Credit-Linked Deposits by $10,000,000,
     which limits total letter of credit exposure to $65 million;

   * increases the Loan ABR Spread to 3.50% and the Loan
     Eurodollar Spread to 4.75% upon effectiveness of the
     Amendment, provided that if the company consummates the Bell
     County Disposition by Feb. 15, 2007, then each such
     percentage shall be decreased by 0.50%; and

   * increases the fixed portion of the participation fee on
     Synthetic Letters of Credit from 3.50% to 4.75% upon
     effectiveness of the Amendment, provided that such percentage
     will be decreased by 0.50% upon the consummation of the Bell
     County Disposition.

Upon effectiveness of the Amendment, approximately $7.5 million
was available for borrowing under the Revolver facility, and
approximately $63.6 million of letters of credit were issued under
the Credit Facility.  The company expects to be in compliance with
the revised maximum leverage and minimum consolidated EBITDA
ratios based on current projections.  However, compliance with the
minimum Liquidity requirement as of Feb. 28, 2007 is substantially
dependent upon the company's sale of assets or securing new
financing.  There can be no assurance, however, that the company
will be successful in these activities.

The company continues to evaluate additional financing
alternatives.

                        Covenant Waiver

As reported in the Troubled Company Reporter on Nov. 13, 2006, the
company disclosed that it was not in compliance with the fixed
charge coverage ratio and the leverage ratio that would have been
required by the Senior Secured Credit Facility as of Sept. 30,
2006.  The company said however that it has obtained a waiver of
the covenant requirements for the quarter ending Sept. 30, 2006.
The company was involved in discussions with its lenders regarding
amendments to the Senior Secured Credit Facility to adjust the
loan covenants and to increase the amount of availability under
our revolver on a more permanent basis.

                      About James Coal Co.

Headquartered in Richmond, Virginia, James River Coal Company
(NASDAQ: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The Company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006, in
connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Caa1 Corporate Family Rating for James
River Coal Company.


KENTUCKY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kentucky Petroleum Recycling, Inc.
        6911 Grade Lane
        Louisville, KY 40213

Bankruptcy Case No.: 07-30105

Type of Business: The Debtor provides environmental conservation
                  and ecological services.

Chapter 11 Petition Date: January 11, 2007

Court: Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: Richard A. Schwartz, Esq.
                  Two Paragon Centre, Suite 220
                  6040 Dutchmans Lane
                  Louisville, KY 40205
                  Tel: (502) 485-9200
                  Fax: (502) 485-9220

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


KEYSTONE AUTO: Refinances Debt with New $325 Mil. Credit Facility
-----------------------------------------------------------------
Keystone Automotive Operations Inc. successfully refinanced its
senior secured debt with a new $325 million credit facility.

The new facility is comprised of a term loan in an aggregate
funded amount of $200 million and an asset-based revolving credit
facility with a commitment amount of $125 million, with only
$5 million drawn at close.

"This refinancing improves Keystone's flexibility and liquidity to
manage and grow our existing business. The new facility also
provides access to capital for selective add-on acquisitions,"
Ed Orzetti, chief executive officer, said.  "The refinancing also
achieved terms that are overall more favorable for the company."

Banc of America Securities LLC acted as lead arranger of the
syndicated facility.

Headquartered in Exeter, Pa., Keystone Automotive Operations, Inc.
-- http://www.ekeystone.com-- distributes and markets specialty
automotive accessories in North America, providing more than 800
product lines of automotive parts and accessories to approximately
16,000 wholesale customers. Keystone Automotive operates four
distribution centers and 19 non-inventory stocking cross-docks in
the U.S. and Canada, as well as a fleet of over 350 trucks that
can provide next-day delivery to over 42 states and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Moody's Investors Service affirmed the B2 comporate family and
Probability of Default ratings for Keystone Automotive Operations,
Inc.  Moody's also affirmed the Caa1 rating on the company's
guaranteed senior subordinated notes.

As reported in the Troubled Company Reporter on Dec. 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Keystone Automotive Operations Inc. to 'B' from 'B+'.
The Ratings Service also lowered the company's senior secured and
subordinated debt ratings to 'B' and 'CCC+', respectively.

At the same time, Standard & Poor's assigned a 'B' rating to the
company's proposed $200 million senior secured term loan B due in
January 2012.  The outlook is stable.


LB-UBS: Fitch Holds Junk Rating on $3.6 Mil. Class T Certificates
-----------------------------------------------------------------
Fitch Ratings upgrades three classes of LB-UBS Commercial Mortgage
Trust commercial mortgage pass-through certificates, series 2002-
C4:

   -- $20 million class L to 'BBB' from 'BBB-';
   -- $7.3 million class M to 'BB+' from 'BB'; and,
   -- $7.3 million class N to 'BB' from 'BB-'.

Additionally, Fitch affirms these classes:

   -- $15.8 million class A-1 at 'AAA';
   -- $90 million class A-2 at 'AAA';
   -- $114.6 million class A-3 at 'AAA';
   -- $86 million class A-4 at 'AAA';
   -- $850.5 million class A-5 at 'AAA';
   -- $18.2 million class B at 'AAA';
   -- $20 million class C at 'AAA';
   -- $20 million class D at 'AAA';
   -- $12.7 million class E at 'AAA';
   -- $16.4 million class F at 'AAA';
   -- $10.9 million class G at 'AAA';
   -- $12.7 million class H at 'AA+';
   -- $12.7 million class J at 'A+';
   -- $12.7 million class K at 'A-';
   -- $3.6 million class Q at 'B';
   -- $1.8 million class S at 'B-';
   -- $3.6 million class T at 'CCC';
   -- Interest-only class X-CL at 'AAA';
   -- Interest-only class X-CP at 'AAA'; and,
   -- Interest-only class X-VF at 'AAA'.

Fitch does not rate classes P or U.

The upgrades reflect the defeasance, stable pool performance and
paydown since issuance.  As of the December 2006 distribution, the
pool's aggregate principal balance has been reduced by 6.5% to
$1.36 billion from $1.46 billion at issuance.  Thirty loans have
defeased, including five of the 10 largest loans.  There are
currently no delinquent loans and there have been no losses to
date.  Fourteen loans are Fitch loans of concern.  There is one
specially-serviced loan.

Two of the credit assessed loans, 605 Third Avenue and the Horizon
Portfolio, have defeased.  Fitch reviewed year-end 2005
performance data for the remaining three non-defeased credit
assessed loans; Westfield Shoppingtown Valley Fair Mall, 1166
Avenue of the Americas and the Hamilton Mall.

The Westfield Shoppingtown Valley Fair Mall loan is secured by a
1.4 million-square foot (sf) shopping mall located in Santa Clara,
California.  The mall's anchors are Macy's and Nordstrom.  As of
September 2006, the mall was 97.9% occupied, which is a slight
improvement over the 96.1% occupancy rate at issuance.  The loan
maintains an investment grade assessment.

1166 Avenue of the Americas is secured by 560,925 sq. ft. of a
1.6 million sq. ft., 44-story office tower located in Manhattan,
New York City.  The sole tenant, Marsh & McClennan Companies Inc.,
occupies 100% of the collateral.  Occupancy at issuance was also
100%, and the loan maintains an investment grade credit
assessment.

The Hamilton Mall loan is secured by 836,236 sq. ft. of a 1
million sq. ft. mall located in Mays Landing, NJ that is anchored
by Macy's, Sears and JC Penney.  As of September 2006, the
occupancy rate for the mall's in-line space had fallen to 86% from
89% at the last Fitch review.  The loan maintains an investment
grade credit assessment.

The largest Fitch loan of concern is Crystal Gateway One, the
sixth largest loan in the transaction.  It is secured by a 365,900
sf office building located in Crystal City, Virginia.  The loan is
current but is on the master servicer's watchlist because 20.8% of
the net rentable area expires within 12 months.  Of additional
concern is the fact that occupancy had dropped to 76% as of
September 2006 compared to 97.4% at issuance.  Fitch will closely
monitor leasing activity.

The specially serviced loan is secured by a 77,786 sq. ft. mall
located in Kenner, Louisina.  The mall was damaged by Hurricane
Katrina, but repairs are complete and six of its seven tenants
have resumed occupancy.  The loan will be returned to the master
servicer.


LEVEL 3: Unit Launches Tender Offer of 3.125% Conv. Sr. Debentures
------------------------------------------------------------------
Level 3 Communications Inc.'s wholly owned subsidiary, Broadwing
Corporation, has commenced an offer to repurchase any and all of
Broadwing's outstanding 3.125% Convertible Senior Debentures due
2026.  The indenture governing the Debentures requires Broadwing
to make the offer as a result of the merger on Jan. 3, 2007, of
(i) Level 3 Services, Inc., a wholly owned subsidiary of Level 3,
with and into Broadwing and (ii) Broadwing with and into Level 3
Colorado, Inc., a wholly owned subsidiary of Level 3, pursuant to
an Agreement and Plan of Merger dated as of Oct. 16, 2006, as
amended by an Amendment dated as of Nov. 21, 2006, by and among
Level 3, Broadwing, Merger Sub and Sister Sub.

As part of the Merger, Sister Subsidiary changed its name to
Broadwing Corporation.

Broadwing is offering to purchase the Debentures for cash at a
purchase price, per $1,000 principal amount, equal to 100% of the
principal amount, together with $7.29 per $1,000 principal amount,
representing accrued and unpaid cash interest to, but excluding,
Feb. 9, 2007.

In the event that all of the outstanding Debentures are tendered
in the tender offer, the aggregate purchase price required for
Broadwing to purchase the tendered Debentures is estimated to be
approximately $181,312,500.  The tender offer for the Debentures
will expire at 11:59 p.m., Eastern Time, on Friday, Feb. 9, 2007,
unless extended or earlier terminated.  Holders may withdraw their
tendered Debentures at any time prior to the expiration time.

As required by the indenture governing the Debentures, on Feb. 9,
2007, Broadwing will purchase all Debentures properly tendered and
not withdrawn.  All Debentures purchased pursuant to Broadwing's
offer will be retired upon purchase. Broadwing expects to fund the
tender offer with cash on hand.

As a result of the Merger, each $1,000 principal amount of the
Debentures is now convertible at the option of the holder at any
time and from time to time into $492.77 in cash and 80.789 shares
of Level 3 common stock, representing a conversion price equal to
the consideration payable to Broadwing stockholders in the Merger
of (i) $8.18 in cash per share of Broadwing, multiplied by 60.241,
and (ii) 1.3411 shares of Level 3 common stock, multiplied by
60.241.

Additionally, as a result of the Merger, a make-whole premium will
be paid on Debentures converted prior to Feb. 17, 2007, consisting
of (i) 14.969 additional shares of Level 3 common stock and (ii)
an additional $91.31 in cash per $1,000 principal amount of
Debentures.

On Jan. 11, 2007, the last reported sale price of Level 3's common
stock (into which the Debentures are convertible) on the Nasdaq
Global Select MarketTM was $6.48.  Fractional shares of Level 3
common stock will not be issued upon conversion.  Instead, Level 3
will pay cash for any shares of fractional Level 3 common stock
holders would otherwise have received.

Neither Level 3's Board of Directors, Broadwing's Board of
Directors nor any other person makes any recommendation as to
whether holders of Debentures should choose to tender their
Debentures in this offer, and no one has been authorized to make
such a recommendation.

Holders of Debentures may obtain the Notice of Designated Event
and Offer to Purchase and Letter of Transmittal through the paying
agent:

     The Bank of New York
     Attn: Corporate Trust Reorganization Unit
     101 Barclay Street - 8 West
     New York, NY 10286
     Fax (212) 298-1915

                         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.


MAIN STREET: Chapter 7 Trustee Wants Berger Singerman as Counsel
----------------------------------------------------------------
Lewis B. Freeman, the Chapter 7 Trustee appointed in the
bankruptcy cases of Main Street USA Inc. and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the Middle District
of Florida in Orlando for permission to employ Brian G. Rich and
Berger Singerman PA as his counsel, nunc pro tunc to Dec. 13,
2006.

The Hon. Arthur B. Briskman converted the Debtors' Chapter 11
cases into Chapter 7 liquidation proceedings on Dec. 13, 2006.
Mr. Freeman, who originally served as Chapter 11 Trustee, was
appointed as the Chapter 7 Trustee for the cases.

Berger Singerman will represent the Chapter 7 Trustee and perform
ordinary and necessary legal services required in the
administration of the Debtors' estates.

The hourly rate of Paul Steven Singerman, Esq., and Brian G. Rich,
Esq., the attorneys who will be primarily responsible for this
engagement, are $450 and $345 respectively.  The current hourly
rates for other attorneys at Berger Singerman range from $220 to
$450.

Berger Singerman assures the Court that it does not hold or
represent any interest adverse to the Trustee or the Debtor and is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Kissimmee, Florida, Main Street USA Inc. and its
debtor-affiliates filed for chapter 11 protection on Sept. 29,
2006 (Bankr. M.D. Fl. Case No. 06-02582).  On Oct. 13, 2006, Lewis
B. Freeman was appointed as the Debtors' chapter 11 Trustee.
Brian G. Rich, Esq., at Berger Singerman, P.A., represents the
Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


MELISSA JAYNE: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Melissa W. Jayne
        103 Village Green Court
        Warwick, NY 10990

Bankruptcy Case No.: 07-35043

Chapter 11 Petition Date: January 12, 2007

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Lawrence M. Klein, Esq.
                  Tarshis, Catania, Liberth, Mahon and
                  Milligram, PLLC
                  1 Corwin Court, P.O. Box 1479
                  Newburgh, NY 12550
                  Tel: (845) 561-2500
                  Fax: (845) 561-2520

Total Assets:   $636,587

Total Debts:  $1,170,418

Debtor's Two Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Best Buy/HRS                                 $1,614
P.O. Box  17298
Baltimore, MD 21297-1298

Chrysler Financial                               $1
P.O. Box 168
Newark, NJ 07101-0168


METALDYNE CORP: Asahi Tec Completes $1.2 Billion Acquisition
------------------------------------------------------------
Metaldyne Corporation disclosed that its acquisition by Asahi Tec
Corporation has been completed.

The total value of the transaction is approximately $1.2 billion,
including assumption of the company's debt but excluding consent
fees for the existing bonds and Asahi Tec transaction expenses.

Asahi Tec's major investors following the transaction include
Asahi Tec's major shareholder RHJ International SA (RHJI) and
RHJI's co-investors, Mitsui & Co., Ltd. and Chuo Mitsui Growth
Capital Investment Limited Partnership II as well as the company's
largest stockholder, Heartland Industrial Partners, L.P.

As part of the transaction Asahi Tec is investing $205 million of
equity into the company and its existing credit and receivables
facilities are being refinanced with new credit facilities of
$670 million, comprised of a $150 million revolving credit
facility, a $60 million synthetic letter of credit facility and a
$460 million term loan facility of which $25 million will be
available on a delayed draw basis after the merger.  The
$205 million of equity investment is $5 million higher than
originally disclosed to cover higher expenses associated with the
transaction.

In connection with the transaction approximately 97% of the
company's equity holders agreed to reinvest their proceeds in new
Asahi Tec common equity.  The remaining 3% of the company's
shareholders will receive $2.57 in cash for each Metaldyne share.
In addition, the company effected the distribution of the common
stock of TriMas Corporation owned by it to the holders of the
common stock equivalents of Metaldyne as of the business day prior
to the merger.

"Globalization has changed the world," Tim Leuliette, co-chairman
and co-chief executive officer of Asahi Tec and chairman and chief
executive of Metaldyne, said.  "Metaldyne and Asahi Tec have
responded by creating a new paradigm for the auto industry.  We
have combined to form a strong, globally competitive company that
understands and supports global markets, cultures and customers
and delivers leading-edge products worldwide."

"We are very pleased with this merger," Shoichiro Irimajiri, co-
chairman of Asahi Tec, said.  "Together our companies will be
stronger, better capitalized and more globally competitive, which
will help us better serve our customers, employees, investors and
suppliers."

The company will operate as a subsidiary of Asahi Tec and keep its
name.  Leuliette continues as chairman and chief executive officer
of Metaldyne.  He also serves as co-chairman of Asahi Tec with
Irimajiri and becomes co-chief executive officer with Akira
Nakamura, who continues in his role as president of Asahi Tec.  In
addition, Leuliette joins Irimajiri as an industrial partner in
RHJI.

"The business and financial success of this merger will be driven
by a strong management team and the collective strength of our
employees who are empowered to bring innovative ideas forward,"
said Leuliette.

                         About Asahi Tec

Headquartered in Shizuoka, Japan, Asahi Tec (TSE: 5606) designs,
manufactures and sells ductile iron cast auto parts for truck and
construction machinery OEMs, aluminum casting parts for truck and
passenger car OEMs and aluminum wheels for automobile OEMs.  Asahi
Tec also designs, manufactures and sells environmental systems,
equipment and development technologies used by local governments
and municipalities and electrical hardware and equipment used by
electricity generators.  The company employs more than 3,500
employees at facilities in Japan, Thailand and China.

                     About RHJ International

With its registered office at Avenue Louise 326, 1050 Bruxelles
(Belgium), RHJ International SA (Euronext: RHJI) is a limited
liability company organized under the laws of Belgium.  It is a
diversified holding company focused on creating long-term value
for its shareholders by acquiring and operating businesses in
attractive industries in Japan and elsewhere.

                      About Metaldyne Corp.

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com-- is a manufacturer of highly engineered
products for the global light vehicle market.  Metaldyne designs,
engineers and assembles metal- formed and engineered products used
in transmissions, engines and chassis of vehicles.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Moody's Investors Service upgraded Metaldyne's Corporate Family
and Probability of Default Rating to B3 from Caa1; Metaldyne's
senior notes rating to B3 from Caa2; and, senior subordinated
notes rating to Caa2 from Caa3.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
Metaldyne Corp., including its 'B' corporate credit rating, and
removed them from CreditWatch with developing implications where
they had been placed on Aug. 21, 2006.  The outlook is negative.


MOOG INC: Inks Definitive Pact to Acquire ZEVEX for $83.8 Million
-----------------------------------------------------------------
Moog Inc. entered into a definitive agreement to acquire ZEVEX
International Inc. for $13 in cash per share of its common stock.

The agreement also provides that each holder of options for ZEVEX
common stock will receive an amount equal to the difference
between $13 and the exercise price of the option.

At closing, the total cash consideration by Moog is expected to
total $83.8 million.  Moog will use its existing revolving credit
facility to finance the transaction.

The company disclosed that the acquisition expands its
participation in the medical devices market, adding to the fiscal
2006 acquisitions of Curlin Medical and McKinley Medical.

"This acquisition is a perfect fit based on the excellent product
offering and quality reputation of ZEVEX," Martin Berardi, vice
president and head of the Medical Devices segment of Moog, said.

Closing is expected to take place in March 2007, subject to
approval by ZEVEX shareholders and appropriate regulatory
approvals.

                           About ZEVEX

ZEVEX International, Inc. (Nasdaq: ZVXI) -- http://www.zevex.com-
- distributes a complete line of portable pumps, stationary pumps,
and disposable sets that are used in the delivery of enteral
nutrition for hospital, nursing home, and patient home use.  These
are marketed under the brand names EnteraLite(R) and EnteraLite
Infinity(R).  The Company also produces ultrasonic sensors,
optical sensors, ultrasonic surgical handpieces, nutrition
infusion, and organ perfusion for organ transport.

ZEVEX employs 178 people in Salt Lake City, Utah and maintains a
direct sales force across the United States.

                         About Moog Inc.

Based in East Aurora, New York, Moog Inc. (NYSE: MOG.A and MOG.B)
-- http://www.moog.com/-- designs, manufactures, and integrates
precision control components and systems.  Moog's high-performance
systems control military and commercial aircraft, satellites and
space vehicles, launch vehicles, missiles, automated industrial
machinery, and medical equipment.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, confirmed its Ba2 Corporate Family Rating for Moog
Inc. and its Ba3 rating on the company's 6.50% Sr. Subordinated
Notes due 2015.  Moody's assigned those debentures an LGD5 rating
suggesting noteholders will experience a 73% loss in case of
default.

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Standard & Poor's Ratings Services raised its ratings on Moog
Inc., including raising the corporate credit rating to 'BB+' from
'BB'.  The outlook is stable.


NEW YORK RACING: Committee Hires Kirkpatrick as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of The New York
Racing Association Inc. obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Kirkpatrick & Lockhart Nicholson Graham LLP as its bankruptcy
counsel.

Kirkpatrick & Lockhart is expected to:

    (a) provide legal advice with respect to the Committee's
        powers and duties in connection with the Debtors chapter
        11 case;

    (b) assist the Committee in consulting with the Debtor
        relative to the administration of this case;

    (c) assist the Committee in analyzing the Debtors capital
        structure and evaluating the claims of the Debtor's
        creditors;

    (d) assist the Committee in investigating the acts, conduct,
        assets, liabilities and financial condition of the Debtor
        and the operation of the Debtor's business;

    (e) prepare on behalf of the Committee all necessary motions,
        answers, orders, reports, and other legal papers in
        connection with the Committee's participation in the
        Debtor's case;

    (f) represent the Committee at all hearings and other
        proceedings;

    (g) review, and analyze all motions, applications, reports,
        statements, and orders filed with the Court in connection
        with the Debtor's case and assist the Committee in
        evaluating whether to support or object to the same;

    (h) advise and assist the Committee with respect to any
        negotiations with the State of New York or other
        governmental entities that may be necessary in connection
        with the Debtor's case;

    (i) advise and assist the Committee in analyzing and
        negotiating the terns of a plan of reorganization for the
        Debtor; and

    (j) perform other legal services as may be necessary or
        appropriate in connection with the Debtor's chapter 11
        case.

Jeffrey N. Rich, Esq., a partner at Kirkpatrick & Lockhart,
discloses that professionals of the firm bill:

    Professional                                Hourly Rate
    ------------                                -----------
    Partners and Of Counsel                     $350 - $700
    Associates                                  $260 - $450
    Legal Assistants                            $170 - $210

Mr. Rich assures the Court that his firm is disinterested as
defined in Section 101(14) of the Bankruptcy Code.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
When the Debtor sought protection from its creditors, it listed
more than $100 million in total assets and total debts.


NEW YORK RACING: Official Creditors Committee Has Seven Members
---------------------------------------------------------------
The U.S. Trustee for Region 2 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors in The New York
Racing Association Inc.'s chapter 11 case:

    1. Pension Benefit Guaranty Corporation
       1200 K Street Northwest
       Washington, D.C. 20005

       Attn: Ajit Gadre
       Tel: (202) 326-4020 ext. 3759

    2. MGM Grand (New York), LLC
       3600 Las Vegas Boulevard South
       Las Vegas, NV 89109

       Attn: Gary N. Jacobs, Esq.
       Tel: (702) 693-7179

    3. Forum Services Group, Inc.
       260 Madison Avenue
       New York, New York 10016

       Attn: Frank Fusaro
       Tel: (212) 687-4050

    4. Jockeys Guild, Inc.
       1740 East Huntington Drive, Suite 310
       Duarte, CA 91010

       Attn: Larry Saumell
       Tel: (626) 305-5605

    5. Service America Corporation
       dba Centerplate
       201 East Broad Street
       Spartanburg, SC 29306

       Attn: Richard M. Kahn, Esq
       Tel: (864) 598-8657

    6. Sports Publications Production LLC
       100 Broadway, Suite 7
       New York, New York 10005

       Attn: Carl Fazio
       Tel: (212) 366-7600

    7. United Tote Company
       5901 De Soto Avenue
       Woodland Hills, CA 91367
       Attn: Daniel T. Perini, Esq.
       Tel: (818) 668-2100

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

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
When the Debtor sought protection from its creditors, it listed
more than $100 million in total assets and total debts.


NORTHWEST AIRLINES: Treatment of Claims Under Reorganization Plan
-----------------------------------------------------------------
Northwest Airlines Inc. and its debtor-affiliates' Joint and
Consolidated Plan of Reorganization constitutes (i) a separate
Chapter 11 plan of reorganization for each Non-Consolidated
Debtor, and (ii) a single Chapter 11 plan of reorganization for
the Consolidated Debtors, who will be substantively consolidated
for the purposes of voting, distribution and Plan confirmation.

Under the Plan, claims against and equity interests in the
Consolidated and Non-Consolidated Debtors are classified into:

A. Consolidated Debtors

   * Class 1A Priority Non-Tax Claims

   * Class 1B-1 1110(a) Aircraft Secured Claims

   * Class 1B-2 Restructured Aircraft Secured Claims

   * Class 1B-3 N301US and N303US Aircraft Secured Claims

   * Class 1C Other Secured Claims

   * Class 1D General Unsecured Claims

   * Class 1E Convenience Class Claims

   * Class 1F Preferred Stock Interests in Northwest
     Airlines Corp.

   * Class 1G Common Stock Interests in Northwest
     Airlines Corp.

Claims in Classes 1D and 1E are impaired, while those in Classes
1A, 1B-1, 1B-2, 1B-3, and 1C are unimpaired.  Equity interests
under Classes 1F and 1G are impaired and deemed to reject the
Plan.

B. NWA Fuel Services Corp.

   * Class 2A Priority Non-Tax Claims
   * Class 2B General Unsecured Claims
   * Class 2C Intercompany Claims
   * Class 2D Equity Interests

Claims in Classes 2A and 2C and equity interests in Class 2D are
unimpaired, while those under Class 2B are impaired.

C. Northwest Aerospace Training Corp.

   * Class 3A Priority Non-Tax Claims
   * Class 3B Other Secured Claims
   * Class 3C General Unsecured Claims
   * Class 3D Intercompany Claims
   * Class 3E Equity Interests

Claims in Class 3C are impaired, while the rest of the claims and
equity interests in Class 3 are unimpaired.

D. MLT Inc.

   * Class 4A Priority Non-Tax Claims
   * Class 4B General Unsecured Claims
   * Class 4C Intercompany Claims
   * Class 4D Equity Interests

Claims in Class 4B are impaired, while the rest of the claims and
equity interests in Class 4 are unimpaired.

E. Compass Airlines, Inc., f/k/a Northwest Airlines Cargo, Inc.

   * Class 5A Priority Non-Tax Claims
   * Class 5B General Unsecured Claims
   * Class 5C Equity Interests

Class 5B claims impaired, while the other Class 5 claims and
equity interests are unimpaired.

F. NWA Retail Sales, Inc.

   * Class 6A Priority Non-Tax Claims
   * Class 6B General Unsecured Claims
   * Class 6C Intercompany Claims
   * Class 6D Equity Interests

Claims in Class 6B are impaired, while the rest of the Class 6
claims and equity interests are unimpaired.

G. Montana Enterprises, Inc.

   * Class 7A Priority Non-Tax Claims
   * Class 7B General Unsecured Claims
   * Class 7C Equity Interests

Class 7B claims are impaired, while the other Class 7 claims and
equity interests are unimpaired.

H. NW Red Baron LLC

   * Class 8A Priority Non-Tax Claims
   * Class 8B General Unsecured Claims
   * Class 8C Equity Interests

Class 8B claims are impaired, while the rest of Class 8 claims
and equity interests are unimpaired.

I. Aircraft Foreign Sales, Inc.

   * Class 9A Priority Non-Tax Claims
   * Class 9B General Unsecured Claims
   * Class 9C Intercompany Claims
   * Class 9D Equity Interests

Class 9B claims are impaired, while the rest of the Class 9
claims and equity interests are unimpaired.

J. NWA Worldclub, Inc.

   * Class 10A Priority Non-Tax Claims
   * Class 10B General Unsecured Claims
   * Class 10C Equity Interests

Only the claims in Class 10B are impaired.  The rest of the Class
10 claims and equity interests are unimpaired.

K. NWA Aircraft Finance, Inc.

   * Class 11A Priority Non-Tax Claims
   * Class 11B General Unsecured Claims
   * Class 11C Intercompany Claims
   * Class 11D Equity Interests

Class 11B claims are impaired, while the rest of the Class 11
claims and equity interests are unimpaired.

                       Treatment of Claims

Holders of an Allowed Priority Non-Tax Claim will receive cash
in an amount equal to the claim, on or as soon as reasonably
practicable after the later of (i) the Effective Date, (ii) the
date the claim becomes allowed, and (iii) the date for payment
provided by any agreement or understanding between the parties.

In full settlement, satisfaction, release and discharge of
Aircraft Secured Claims, the maturity of the claims will be
reinstated as the maturity existed before default in accordance
with Section 1124(2)(B) of the Bankruptcy Code and paid in
accordance with the terms of the applicable loan agreements.
The claimants will retain their security interests on the
Aircraft Equipment, which secure their claims.

Restructured Aircraft Secured Claims will be treated in
accordance with the applicable restructuring agreement and the
Court order that approved the agreement and are unimpaired by the
Plan.

As for the N301US and N303US Aircraft Secured Claims, the
maturity of the claims will be reinstated as the maturity existed
before default, cure any default that occurred before or after
the bankruptcy filing, and pay the balance of the claims in
accordance with the terms of the applicable loan agreements.  The
claimants will retain their security interests on the Aircraft
Equipment securing the claims.

The treatment of Other Secured Claims are set forth in the
Debtors' schedules of assets and liabilities.

On the Effective Date, each holder of an Allowed General
Unsecured Claim against the Consolidated Debtors will receive a
Pro Rata share of the New Common Stock For Distribution to
Creditors; and (ii), if the holder voted to accept the Plan, the
additional New Common Stock For Distribution Pursuant to Rights
Offering.

The substantive consolidation of the Consolidated Debtors will
eliminate Guaranty Claims.  However, each holder of an Allowed
Guaranty Claim will receive its Pro Rata share of additional
shares the New Common Stock For Distribution to Creditors
sufficient to compensate the holder for the elimination of its
allowed Guaranty Claim; and (ii), if the holder voted to accept
the Plan, the additional New Common Stock For Distribution
Pursuant to Rights Offering.

If a primary obligation of Northwest Airlines was guaranteed by
more than one of the other Consolidated Debtors, the multiple
Guaranty Claims will be treated as a single Guaranty Claim.

To the extent that a General Unsecured Claim against the
Consolidated Debtors is a Subordinated Claim, the holder will
receive a distribution of New Common Stock For Distributions to
Creditors only in the event that each holder of an Allowed Claim
in 1D that possesses a senior right to payment receives New
Common Stock For Distributions to Creditors of a value equal to
its Allowed Claim amount.

As for General Unsecured Claims of the Non-Consolidated Debtors,
claimants will receive full payment in cash in the amount of the
allowed claim.

Holders of Allowed Convenience Class Claim in Class 1E will also
receive full payment in cash in the amount of the allowed claim.

Each holder of an Intercompany Claim in Classes 2C, 3D, 4C, 6C,
9C, 11C will receive $1.00 on the Effective Date.

All Equity Interests in Classes 2D, 3E, 4D, 5C, 6D, 7C, 8C, 9D,
10C and 11D will be unimpaired under the Plan.

All Preferred Stock and Common Stock Interests will be deemed
cancelled as of the Effective Date, and each holder of a
Preferred Stock or Common Stock Interest will neither receive nor
retain any property on account of the Interests under the Plan.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.  (Northwest
Airlines Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PARMALAT SPA: Deloitte & Touche Will Pay $149 Mil. as Settlement
----------------------------------------------------------------
Parmalat SpA and Deloitte & Touche SpA and Dianthus SpA (the firm
that operated in Italy under the Deloitte & Touche name until July
2003) communicate that the damages actions filed by Parmalat SpA
against Deloitte & Touche SpA and Dianthus SpA have been settled,
as have the counterclaims filed by Deloitte & Touche SpA and
Dianthus SpA against Parmalat SpA.

Deloitte & Touche SpA and Dianthus SpA have committed to provide
Parmalat SpA with total consideration valued at $149,000,000.

After the settlement, Parmalat SpA and Deloitte & Touche SpA and
Dianthus SpA have undertaken to withdraw all pending actions and
allegations between them.

The settlement follows years of investigation by Parmalat SpA, and
extensive civil discovery by the parties in connection with
actions pending in the United States, and was facilitated by
various judicial and regulatory authorities.

Under the settlement Deloitte & Touche SpA and Dianthus SpA have
an option upon the payment to Parmalat SpA of $15 million to
terminate the agreement within 60 days if they do not obtain a
contribution bar pursuant to the Illinois Joint Tortfeasor
Contribution Act.

Both Parmalat SpA and Deloitte & Touche SpA express their
satisfaction at the settlement, which will set in place the
conditions for a mutually beneficial future relationship.

Parmalat SpA and Deloitte & Touche SpA look forward to working
together.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- together with Milk Products
of Alabama, LLC, and Farmland Dairies, LLC filed Chapter 11
petitions on Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).
Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the U.S. Debtors.  When the
U.S. Debtors filed for bankruptcy protection, they reported more
than $200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

The U.S. Debtors' parent company, Parmalat SpA and its Italian
affiliates, filed separate petitions for Extraordinary
Administration before the Italian Ministry of Productive
Activities and the Civil and Criminal District Court of the City
of Parma, Italy on Dec. 24, 2003.  Dr. Enrico Bondi was appointed
Extraordinary Commissioner in each of the cases.  The Parma Court
has declared the units insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.  Dr. Bondi is represented by Mr. Holtzer and
Ms. Goldstein at Weil Gotshal & Manges LLP in the Sec. 304 case.

Parmalat has three financing arms: Parmalat Capital Finance
Limited, Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat SpA.  The Finance Companies are
under separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Limited serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304 petition,
Case No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.


POLARIS GEOTHERMAL: Completes First Tranche of Unit Financing
-------------------------------------------------------------
Polaris Geothermal Inc. closed the first tranche of its previously
announced offering of 9,600,000 units at a price of $1.25 per unit
on Dec. 29, 2006.

The first tranche was comprised of 9,462,000 units for gross
proceeds of CDN11,827,500.  Each unit consists of one class A
common share and one share purchase warrant.  Each Warrant
entitles the holder to acquire one class A common share of Polaris
Geothermal at an exercise price of CDN1.50 for a period of 24
months from the date of issuance.  The Warrants are subject to an
acceleration clause that if, at any time after six months
following the closing of the Offering, the closing price of the
Common Shares of the company on the TSX Venture Exchange or the
Toronto Stock Exchange exceeds CDN2.50 per share or higher for a
period of 20 consecutive trading days, then the company shall give
notice to the investors that the Warrants must be exercised or
they will expire 30 days after such notice.  It is expected that
the second tranche of CDN172,500 will be closed in the first week
of January 2007.

Dundee Securities Corporation acted as agent on the offering and
received a commission equal to 7% of the gross proceeds placed by
the agent under the offering and compensation options equal to 7%
of the number of securities placed by the agent under the
Offering.  Each compensation option will be exercisable at a price
of CDN1.25 for one unit until Dec. 28, 2008 and is also subject to
the acceleration clause described above.  The securities issued
pursuant to the offering are subject to a four-month hold period.

The company also completed the previously announced bridge loan
with Quest Capital Corp. pursuant to which Quest advanced the sum
of $5 million to the company.  The Loan is due and payable in full
on June 30, 2007 and bears interest at the rate of 12% per annum,
payable monthly on the last business day of each month. The net
proceeds from the Loan will be used to pay amounts owing under the
company's existing credit facility with Standard Bank Plc and
Central American Bank for Economic Integration.  In connection
with the entering into of the Loan and the restructuring of the
Senior Loan, Polaris issued an aggregate of 592,500 Common Shares
to Quest and Standard Bank Plc.

                    About Polaris Geothermal

Polaris Geothermal Inc. (TSX VENTURE:GEO.V) --
http://www.polarisgeothermal.com/-- is a renewable energy
geothermal power producer.  The company was formed on
June 21, 2004 upon the amalgamation of Polaris Geothermal Inc. and
Iriana Resources Corporation under the laws of the Business
Corporations Act (Yukon).

                        *     *     *

In the going concern paragraph in its unaudited, interim financial
statements for the period ended Sept. 30, 2006, Polaris Geothermal
relates that it had a working capital deficiency of $11,597,375,
and negative cash flows from operations of $1,422,955 for the nine
months then ended, and is in default of certain of its banking
covenants.

In addition, due to a lack of working capital, the company has not
paid the bank indebtedness and equipment financing payments due in
July 2006.  The company does not have formal financing in place to
fund this working capital deficiency and the operating losses.


POTLATCH CORP: Fitch Holds BB+ Rating on Senior Credit Facility
---------------------------------------------------------------
Fitch has affirmed the Potlatch Corporation's senior unsecured
public and bank credit facility and Issuer Default Ratings of
'BB+' and revised its Rating Outlook to Positive.

The senior subordinated rating of 'BB' has been withdrawn after
the redemption of the company's 10% senior subordinated notes.
The change in Outlook is motivated by a forecast for relatively
stable operating earnings and financial metrics amid adverse
markets for two of PCH's businesses, Wood Products and to a much
lesser degree, Resource.  These businesses are directly and
indirectly suffering from a drop in lumber and plywood prices and
production which can be traced to the fall in residential
construction.

A projected decline in the combined earnings of these operations
is not expected to jeopardize PCH's current shareholder
distributions.  PCH's other operations, Pulp and Paperboard and
Consumer Products along with a newly created business line, Land
Sales and Development, have been and likely will continue to
compensate for an anticipated earning's weakness in the other two
operations.  PCH has identified 250,000-300,000 acres of non-core
timberland which it intends to sell at premiums to timber values
over the course of the next 10 years.  These are the assets of the
Land Sales and Development business, which Fitch estimates could
have a liquid value in excess of $500 million.  PCH intends to
sell 15,000 to 20,000 acres over the course of this year.

Cash flows from PCH's operations in both the REIT and the taxable
REIT subsidiary are projected to be sustaining, without a core
need for outside capital.  Proceeds from the sales of non-core
timberlands, if not needed for unanticipated liquidity shortfalls,
will likely be used to build PCH's land portfolio. Although some
seasonal borrowing may occur, overall debt levels are not expected
to increase, and the leverage ratio of debt to EBITDA is not
projected to exceed 2.5x over the course of 2007.

PCH is a mid-sized, integrated forester and manufacturer of wood
and pulp based products.  The company's timberlands provide the
majority of the raw materials for the manufacture of lumber,
plywood and particleboard.  PCH also makes pulp, paperboard and
tissue and is a leading producer of retail private-label tissue
products.


PNC MORTGAGE: Fitch Lifts Rating on Class B-8 Certs. to B+ from B
-----------------------------------------------------------------
Fitch upgrades PNC Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates, series 1999-CM1:

-- $10.5 million class B-6 to 'BBB-' from 'BB+';
-- $5.7 million class B-8 to 'B+' from 'B'.

Fitch also affirms these classes:

   -- $391.4 million class A-1B at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $39.9 million class A-2 at 'AAA';
   -- $34.2 million class A-3 at 'AAA';
   -- $13.3 million class A-4 at 'AAA';
   -- $24.7 million class B-1 at 'AAA'; and,
   -- $9.5 million class B-2 at 'AAA'.

Fitch does not rate classes B-3, B-4, B-5, B-7, C and D
certificates.  Class A-1A has paid in full.

The rating upgrades reflect increased credit enhancement levels
due to scheduled amortization and paydown, as well as the
additional defeasance of 13 loans since the last Fitch rating
action.  As of the December 2006 distribution date, the pool's
aggregate collateral balance has been reduced 22.5%, to
$589.5 million from $760.4 million at issuance.  Twenty-nine loans
have defeased, including five of the top 10 loans in the pool.

Currently, four assets are in special servicing.  The largest
specially serviced loan is secured by a 127,484 square foot office
property in Memphis, Tennessee.  The asset transferred to the
special servicer in September 2006 due to maturity default. The
special servicer is in the process of negotiating a workout with
the borrower.  Fitch does not currently project a loss on this
loan.

The second largest specially serviced asset is a 208-unit
apartment complex in Dallas, Texas and is real estate owned.  The
asset is under contract for sale. Based upon the sale price,
losses are expected upon liquidation.

Fitch-projected losses on the specially serviced assets are
expected to be absorbed by the nonrated class D.


PRICE OIL: Judge Williams Dismisses Chapter 11 Cases
----------------------------------------------------
The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama, dismissed the chapter 11 cases of
Price Oil Inc. and its debtor-affiliates.

As reported in the Troubled Company Reporter on Nov. 30, 2006, the
Debtors related that based on information and belief, they have
disposed of or sold essentially all of their assets.  The
remaining assets, she says, are fully encumbered by the liens and
claims of Colonial Bank or other secured creditors.  The Debtors
do not have remaining assets with any consequential value to their
estates.

The Debtors told the Court that they had no intention of filing a
disclosure statement and a plan of reorganization.  The Debtors'
estates do not contain sufficient unencumbered cash or other
assets to satisfy an excess of $3.5 million of administrative and
priority claims filed against the Debtors.  This condition makes
confirmation effectively impossible under Section 1129(a)(9) of
the U.S. Bankruptcy Code, Ms. Booth says.

Additionally, the Debtors say that can't support a Chapter 7
administration.  She comments that a conversion to a liquidation
proceeding would only further the prejudice to creditors.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  Marc A. Beilinson, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., serves as counsel to
the Official Committee of Unsecured Creditors.  The Debtors tapped
Cahaba Capital Advisors, L.L.C. and AEA Group, L.L.C., for
financial and restructuring advice.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


REDCITY SEARCH: Seeks Shareholder Approval on Share Consolidation
-----------------------------------------------------------------
Redcity Search Company Inc. seeks the approval of its shareholders
to a share consolidation, on the basis of one new common share for
every five old common shares.  The company also intends to change
its name to "ZipLocal Inc." and plans to reduce its stated
capital.

Currently, the company has an aggregate of 260,457,662 common
shares issued and outstanding.  After giving effect to the
consolidation, it expects to have an aggregate of 52,091,532
common shares issued and outstanding.  It is intended that
redCity's change of name will occur concurrently with the share
consolidation.

The company's management believes that the share consolidation is
necessary to provide the company with an outstanding share capital
number that will better attract capital financing and that will
provide future growth opportunities for shareholders on their
investment.  In addition, the company intends to seek approval
from its shareholders to effect a reduction in its stated capital
by CDN12,701,947 in order to eliminate an accumulated deficit as
at Sept. 30, 2006 as a result of the activities of one of its
predecessor corporations, Red Media Corp.

"Among our primary objectives for 2007 is the launch of a new
brand and user interface that will unify all of our online
properties under a single banner", stated Elaine Kunda, President
and CEO of redCity.  "An integral part of this objective is the
incorporation of the newly-acquired 'Zip411' brands into the name
of the Company to better reflect its business and operations. With
a reinvigorated brand and enhance the user experience, and a more
aggressive marketing strategy, we believe the company will possess
the tools necessary to capture a sizeable portion of the Canadian
search market."

The company will be asking its shareholders to approve the share
consolidation, name change and reduction in stated capital at an
annual and special meeting of its shareholders scheduled to take
place at 4:30 p.m. on Tuesday, Jan. 30, 2007, at the offices of
Wildeboer Dellelce LLP located at Suite 800, Wildeboer Dellelce
Place, 365 Bay Street, Toronto, Ontario.  The board of directors
of the company has unanimously recommended that redCity's
shareholders approve the share consolidation, name change and
reduction in stated capital.

                      About redCity Search

Based in Toronto, Ontario, Canada, redCity Search Company Inc.
(TSX VENTURE:RDC) -- http://www.redcitysearch.com/-- operates
local search engines that allow users to find local businesses
quickly and easily.  redCity's search websites include
www.redToronto.com and www.redMississauga.ca.  The company also
publishes The Red Pages, a print directory of the websites of
local Toronto businesses, which is distributed to 400,000
households and businesses throughout Toronto.

                         *     *     *

At March 31, 2006, the company's balance sheet showed a
stockholders' deficit of CDN1,786,227, compared to a deficit of
CDN483,520 at March 31, 2005.

In its interim financial statements for the period ended
Sept. 30, 2006, the company's balance sheet showed a stockholders'
equity of CDN7,186,721, compared to CDN3,142,910 of stockholders'
deficiency at June 30, 2006.

The company also had an accumulated deficit of CDN12,705,933 at
Sept. 30, 2006, as well as a net loss of CDN2,369,660 for the
three-month period ended Sept. 30, 2006.


REFCO INC: Examiner Wants Liberty & Andersen to Produce Documents
-----------------------------------------------------------------
Joshua R. Hochberg, the duly appointed examiner in Refco Inc. and
its debtor-affiliates' Chapter 11 cases, seeks the United States
Bankruptcy Court for the Southern District of New York's authority
pursuant to Section 1106(b) of the Bankruptcy Code and Rule 2004
of the Federal Rules of Bankruptcy Procedure, to serve subpoenas
for the production of documents and attendance at examination on
each of certain respondents.

The Examiner believes that each of the Respondents is likely in
possession of documents containing information relating to, or has
knowledge of facts concerning, some or all of the matters that are
within the scope of his investigation, because either:

   (i) they were "Round Trip Loan Participants," persons
       affiliated with or employed by those participants, or
       have knowledge of one or more actual or attempted "Round
       Trip Loan Transactions"; or

  (ii) they were accountants for one or more Refco entities
       during time frames pertinent to the areas within the
       scope of the Examiner's investigation, or employed by
       those accountants.

Charles E. Campbell, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, relates that Refco, Inc., has disclosed that
Phillip Bennett had caused Refco to engage in a series of
transactions designed to disguise the related-party nature of a
$430,000,000 receivable owed to one of the Debtors by Refco Group
Holdings, Inc., by:

   -- temporarily paying off the debt and transferring it from
      RGHI to one or more entities unrelated to Refco near the
      end of Refco's accounting periods, for which audits were
      to be performed; and

   -- paying off the debts appearing to be owed by the unrelated
      entities and reinstating the RGHI receivable to Refco
      after the end of the accounting periods.

Mr. Campbell notes that the Round Trip Loan Transactions were
engaged in to create the false impression for financial reporting
purposes that the Round Trip Loan Participants -- not RGHI -- owed
receivables to Refco.

The Respondents and the Examiner's designated areas of
investigation are:

   A. Liberty Corner Patriot Master Fund, Ltd.; Liberty Corner
      Capital Strategies, LLC; Liberty Corner Capital
      Management, Inc.; Liberty Corner Advisors, LLC; and
      William T. Pigott, Miriam C. Yoshida, Michael Lisi, and
      Michael Saunders

      To date, the Examiner's investigation has revealed that
      several of the Liberty Corner Organization Respondents
      were participants in 11 Round Trip Loan Transactions
      spanning the time-frame February 2001 through September
      2005, and involving loans totaling $5,240,000,000.

      Mr. Campbell states that transaction documents for one of
      Liberty Corner Round Trip Loans were prepared for
      participation by LCP, and the other 10 sets were prepared
      for participation by LCCS in care of LCCM.  The three
      Liberty Corner Organization Respondents and LCA are
      apparently affiliated with each other.

      Mr. Campbell relates that at the time of each of the
      Liberty Corner Round Trip Loans, Mr. Pigott, Ms. Yoshida,
      Mr. Lisi, and Mr. Saunders were employees or
      representatives of LCP, LCCS, LCCM, and LCA, and had
      involvement in some or all of the Liberty Corner Round
      Trip Loans.

   B. Arthur Andersen LLP and its employees: Cynthia Price
      Arden, Jason Blumkin, William Denehy, Brian Falahee,
      Melissa R. Kesh, Amy Lynn Murphy, and Dara Moore

      Mr. Campbell discloses that Andersen was Refco's outside
      auditing firm from at least 1995 until 2002.  Ms. Arden,
      et al., are believed to be former Andersen employees or
      agents who participated in the conduct of Andersen's Refco
      audits.

      Based on Andersen's role as Refco's longtime outside
      auditor, the Examiner believes that the Andersen
      Respondents are likely in possession of documents or other
      information detailing:

         * the procedures and policies applicable to audits
           performed on Refco's financial statements from the
           period January 1, 1997, to December 31, 2002;

         * Andersen's performance of audits and other work for
           Refco during the same period; and

         * the activities of individual Andersen members,
           professionals, and staff in connection with those
           audits.

Mr. Campbell asserts that the examinations and the requested
documents are clearly within the defined scope of the Examiner's
assigned duties and are within the scope of a Rule 2004
investigation.

                        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: LLC Trustee Wants Until March 9 to Decide on Contracts
-----------------------------------------------------------------
Albert Togut, the Chapter 7 Trustee overseeing the liquidation of
Refco LLC's estate, asks the U.S. Bankruptcy Court for the
Southern District of New York to extend until March 9, 2007, the
period to either assume or reject the Debtor's Remaining
Contracts, without prejudice to:

   (i) the rights of any of the non-debtor counterparties to
       seek an earlier date on which the Trustee must assume or
       reject a specific contract; and

  (ii) the Trustee's right to seek further extension if
       necessary and appropriate.

The Chapter 7 trustee tells the Court that he has completed his
evaluation of the Debtor's executory contracts to determine which
ones the estate may need to assume or reject.  To date, the
Chapter 7 Trustee has identified, evaluated and either assumed or
rejected approximately 800 executory contracts.

The Chapter 7 Trustee states that he is now in the process of
contacting and entering into negotiations with eight
counterparties to the remaining executory contracts relating to
storage of historic documents and electronic media:

   * Archives One, Inc. - New York,
   * GRM - Chicago,
   * IPC Information Systems, LLC,
   * Iron Mountain Digital Archives,
   * Iron Mountain Information Management, Inc.,
   * Iron Mountain Records,
   * Speedscan, Inc., and
   * Vanguard Archives, Inc. - Chicago.

The Chapter 7 Trustee is hopeful that any negotiations can be
completed within the next 60 days or so.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
asserts that an extension is necessary for the Chapter 7 Trustee
to negotiate modifications to some of the Remaining Contracts,
which will assist the Trustee in the continued administration of
the Debtor's estate and in complying with potentially applicable
commodities law.

                        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.


ROLAND FOX: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Roland R. Fox
        Virginia A. Fox
        12815 East 27th
        Spokane Valley, WA 99216

Bankruptcy Case No.: 07-00105

Chapter 11 Petition Date: January 11, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtors' Counsel: Gregory L. Decker, Esq.
                  Decker Law Firm
                  1919 North 3rd Street
                  Coeur d'Alene, ID 83814
                  Tel: (208) 667-9544
                  Fax: (208) 667-1742

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                 $3,000,000
SBSE/insolvency Unit
P.O. Box 330500-STOP 15
Detroit, MI 48232

American Express                            $27,090
P.O. Box 297871
Fort Lauderdale, FL 33329

UNLV/CITI                                   $22,471
P.O. Box 6003
Hagerstown, MD 21747

Unifund CCR Partners                        $15,967
11802 Conrey Road 200
Cincinnati, OH 45242

Federated Financial Corp.                   $14,057
30955 Northwestern
Farmington Hill, MI 48334

Bank of America                             $12,656

Unifund Corp.                               $12,611

Wexler & Wexler                             $11,901

Fusa NA                                     $11,548

Discover Financial                           $7,961

MBNA                                         $7,606

Calvary Portfolio Service                    $6,918

NCO Financial Systems                        $6,749

CBUSA/SEARS                                  $6,306

Wells Fargo Card Services                    $5,515

LVNV Funding                                 $5,514

HSBC                                         $4,126

GEMB-Walmart                                 $2,340

CPU Citibank                                   $190


ROYAL CARIBBEAN: Commences Offering of Fixed Rate Senior Notes
--------------------------------------------------------------
Royal Caribbean Cruises Ltd. has commenced an offering of its
fixed rate Senior Notes due 2014.

The net proceeds of the offering are intended to be used to
refinance short-term debt incurred in connection with the
acquisition of Pullmantur S.A., and the balance, if any, for
general corporate purposes.

The Senior Notes will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Royal Caribbean Cruises Ltd. (NYSE: RCL; Oslo) --
http://www.royalcaribbean.com/-- is a cruise company, which
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.  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.

                         *      *       *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
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.


SALOMON BROTHERS: Fitch Junks Rating on $5.9 Mil. Class L Certs.
----------------------------------------------------------------
Fitch downgrades these certificates from Salomon Brothers Mortgage
Securities VII, Inc., series 2000-C2:

   -- $13.7 million class J to 'BB-' from 'BB';
   -- $5.9 million class K to 'B-/DR1' from 'B'; and,
   -- $5.9 million class L to 'C/DR5' from 'CCC/DR3'.

Fitch also upgrades these classes:

   -- $11.7 million class E to 'AAA' from 'AA+';
   -- $13.7 million class F to 'AA-' from 'A'; and,
   -- $9.8 million class G to 'A-' from 'BBB+'.

Fitch also affirms these classes:

   -- $450.1 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $33.2 million class B at 'AAA';
   -- $33.2 million class C at 'AAA';
   -- $7.8 million class D at 'AAA';
   -- $21.5 million class H at 'BBB-'; and,
   -- Class M and Class N remain at 'C/DR6'.

The downgrade of classes J, K and L reflects an increase in Fitch
projected losses on several specially serviced loans.  Fitch
expects losses to deplete Class N and Class M, and significantly
impact class L.

The upgrade of classes E through H is the result of increased
credit enhancement levels from scheduled amortization as well as
additional defeasance of eight loans since Fitch's last rating
action.

As of the December 2006 distribution date, the pool's aggregate
certificate balance has been reduced 21% since issuance, to $618.2
million from $781.5 million.  A total of thirty-four loans  have
defeased since issuance.

Five assets are currently in special servicing.  The largest
specially serviced asset is secured by a 251,365 square foot
retail center located in Baltimore, Maryland.  It has been a real
estate owned since February 2006.  The special servicer is
marketing the property for sale.  Several tentative offers have
been received for the purchase of the property.  Based on recent
appraisal valuations, significant losses are expected upon the
liquidation of this asset.

The second largest specially serviced asset is secured by a
136,796 sq. ft. office property located in Houston, Texas.  It has
been a REO since November 2003 and the special servicer has been
marketing the property for sale.  Several interested parties have
been identified, and are currently being qualified.  Based on
recent appraisal valuations, substantial losses are expected upon
the sale of this asset.


SCOTTS MIRACLE-GRO: Launches Offer for $200MM of 6.625% Sr. Notes
-----------------------------------------------------------------
The Scotts Miracle-Gro Company commenced a cash tender offer for
any and all of the company's outstanding $200 million aggregate
principal amount of 6.625% Senior Subordinated Notes due 2013
(CUSIP No. 810186AG1).

The total consideration per $1,000 principal amount of notes
validly tendered and not withdrawn prior to 5 p.m., New York City
time, on Jan. 24, 2007 unless extended will be calculated based on
the present value on the payment date of the sum of $1,033.13 plus
interest payments through Nov. 15, 2008, determined using a
discount factor equal to the yield on the price determination date
of the 4-3/8% U.S. Treasury Note due Nov. 15, 2008 plus a fixed
spread of 50 basis points.  The company expects that the price
determination date will be 2 p.m., New York City time, on Jan. 26,
2007.  Holders who validly tender their notes by the Consent
Payment Deadline will receive payment on the payment date, which
is expected to be on or about Feb. 14, 2007.

In connection with the tender offer, the company is soliciting
consents to proposed amendments to the indenture governing the
notes, which would eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.  The
company is offering to make a consent payment of $30 per $1,000
principal amount of notes to holders who validly tender their
Notes and deliver their consents on or prior to the consent
payment deadline.  Holders may not tender their notes without
delivering consents, and may not deliver consents without
tendering their notes.

The tender offer is scheduled to expire at 5 p.m., New York City
time, on Feb. 8, 2007, unless extended or earlier terminated.
However, no consent payments will be made in respect of notes
tendered after the consent payment deadline.  Holders who tender
their notes after the consent payment deadline but on or prior to
the expiration date will receive the total consideration referred
to above per $1,000 principal amount of notes validly tendered and
not withdrawn, less $30 per $1,000 principal amount.  Tendered
notes may not be withdrawn and consents may not be revoked after
the consent payment deadline.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the consummation of
the refinancing contemplated by the commitment letter, dated as of
Dec. 11, 2006, that Scotts Miracle-Gro received from JPMorgan
Chase Bank, N.A., Bank of America, N.A. and Citigroup Global
Markets Inc. to provide Scotts Miracle-Gro and certain of its
subsidiaries loan facilities totaling in the aggregate up to
$2.1 billion.  The tender offer is also conditioned upon the
receipt of tenders from holders of a majority in principal amount
of the outstanding notes and satisfaction of customary conditions.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement of the company dated Jan. 10, 2007, copies
of which may be obtained by contacting D.F. King & Co., Inc., the
information agent for the offer, at (212) 269-5550 (collect) or
(800) 714-3312 (U.S. toll-free).

The company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection
with the tender offer and consent solicitation.  Questions
regarding the tender offer or consent solicitation may be directed
to Banc of America Securities LLC, High Yield Special Products, at
(888) 292-0070 (US toll-free) and (704) 388-9217 (collect).  U.S.
Bank National Association has been retained as the depositary in
this transaction.

                    About Scotts Miracle-Gro

Headquartered in Marysville, Ohio, The Scotts Miracle-Gro Company
(NYSE: SMG) -- http://www.scotts.com/-- through its wholly-owned
subsidiary, The Scotts Company LLC, is a marketer of branded
consumer products for lawn and garden care, with products for
professional horticulture as well.

The company's brands are Scotts(R), Miracle-Gro(R) and Ortho(R)
brands are market-leading in their categories, as is the consumer
Roundup(R) brand, which is marketed in North America and most of
Europe exclusively by Scotts and owned by Monsanto.  The company
also owns Smith & Hawken, a brand of garden-inspired products that
includes pottery, watering equipment, gardening tools, outdoor
furniture and live goods, and Morning Song, a brand in the wild
bird food market.  In Europe, the company's brands include
Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-
Gro(R), KB(R), Fertiligene(R) and Substral(R).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Moody's Investors Service placed Scotts Miracle-Gro Company's
corporate family rating and senior subordinated ratings of Ba1 and
Ba2, respectively, under review for possible downgrade.

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services placed its ratings for lawn and
garden care products supplier The Scotts Miracle-Gro Co.,
including the 'BB' corporate credit rating, on CreditWatch
with negative implications, indicating that the ratings could be
lowered or affirmed after the completion of its review.

Marysville, Ohio-based Scotts had about $481.2 million of total
debt outstanding as of Sept. 30, 2006.


SITEL CORP: Posts $1.8 Million Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Sitel Corp. reported a $1.8 million net loss on $274.5 million of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $1.9 million net loss on $244 million of revenues for the same
period in 2005.

Revenue increased $30.5 million primarily due to revenue increases
in Europe of $34.1 million and Latin America of $4.3 million,
partly offset by decreases in North America of $5.6 million and
Asia Pacific of $2.3 million.

The revenue increases in Europe and Latin America resulted from
higher sales volumes from new and existing clients.

North American revenue decreased in view of a decrease of
$23.8 million resulting from the loss of General Motors, partly
offset by $18.2 million of revenue growth primarily in customer
care, customer acquisition and risk management.

Lower sales volumes from existing clients in Asia Pacific resulted
in $1.7 million of the decrease.

Direct labor and telecommunications expenses increased
$26.2 million, or 17.8%, for the three months ended Sept. 30,
2006, compared to the same period of 2005.  The increase was
primarily the result of higher ramp-up costs of new client
programs, particularly in Europe, and a change in the mix of
services provided in the three months ended Sept. 30, 2006,
compared to the same period in 2005.

Subcontracted and other services expenses decreased $1.7 million
for the three months ended Sept. 30, 2006, compared to the same
period of 2005 primarily as the result of lower subcontracted IT
costs to support client programs partially offset by higher
subcontracted services provided by the company's India joint
venture.

Operating, selling and administrative expenses increased
$6.3 million for the three months ended Sept. 30, 2006, compared
to the same period of 2005.  The weakening of the U.S. dollar
compared to the primary currency in the jurisdictions that the
company operates in accounted for $1.8 million of the increase.
The remainder of the increase was associated with the revenue
increase.

The company recorded restructuring expenses of $4.6 million for
the three months ended Sept. 30, 2005.  There were no
restructuring expenses for the same period in 2006.

Other income, net decreased $500,000 for the three months ended
Sept. 30, 2006, compared to the same period in 2005 primarily as a
result of fluctuations in foreign currency remeasurement gains
arising from monetary assets and liabilities denominated in
currencies other than the business unit's functional currency.

During the three months ended Sept. 30, 2005, the company
recorded a non-cash tax benefit of approximately $5.8 million,
which is included in income tax benefit in the consolidated
condensed statements of operations.  This tax benefit results from
the release of a valuation allowance associated with deferred tax
assets in one of the European business units.  The decision to
release this valuation allowance was based on a sustained
improvement of earnings combined with an improved financial
outlook for the business unit.  The improved financial situation
led management to decide that the tax losses in the business unit
would be fully utilized before they expire.

At Sept. 30, 2006, the company's balance sheet showed $419.2
million in total assets, $279.1 million in total liabilities, $6.3
million in minority interests, and $133.8 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?1887

              Merger Agreement with ClientLogic Corp.

On Oct. 13, 2006, the company and ClientLogic Corporation
disclosed that they have signed a definitive merger agreement.
Under the terms of the agreement, a newly formed subsidiary of
ClientLogic will merge with the company and pay $4.05 per share in
cash for all of the outstanding common stock of the company.  The
board of directors of each company has unanimously approved the
transaction.  The transaction is expected to be completed in the
first quarter of 2007 and is subject to customary closing
conditions, including approval of the company's shareholders and
regulatory clearances.  The company's board of directors has
recommended to its shareholders that they vote in favor of the
transaction.

                         About Sitel Corp.

Sitel Corp. (NYSE:SWW) -- http://www.sitel.com/-- provides
outsourced customer support services.  On behalf of many of the
world's leading organizations, SITEL designs and improves customer
contact models across its clients' customer acquisition, retention
and development cycles.  SITEL manages approximately two million
customer interactions per day via the telephone, e-mail, Internet
and traditional mail.   SITEL has over 42,000 employees in 101
global contact centers, utilizing more than 32 languages and
dialects to serve customers in 56 countries.

                           *     *     *

Sitel Corp. carries Standard & Poor's Rating Services 'B'
corporate credit rating.


SOLO CUP: Fitch Junks Rating on Senior Secured Credit Facility
--------------------------------------------------------------
Fitch Ratings has initiated these ratings for Solo Cup Company:

   -- Issuer default rating 'B-';

   -- Senior secured first lien credit facility 'B+/Recovery
      Rating 2';

   -- Senior secured second lien credit facility 'CCC+/RR5'; and,

   -- Senior subordinated notes 'CCC/RR6'

The Rating Outlook is Negative.

Approximately $1.2 billion of debt is covered by the ratings.  The
company's Canadian bank debt is excluded from the ratings.

The ratings reflect Fitch's concern about the company's negative
operating and free cash flow, high leverage, a lengthy and
difficult integration process associated with the SF Holdings
acquisition, margin contraction due to higher resin and energy
prices, material weaknesses in internal accounting controls, low
unit volume growth, and management turnover in the past year.

The ratings also recognize Solo's leading market share across its
product categories, strong brand equity, modest near-term debt
maturities, diversified product mix, and stable customer base. The
ratings also reflect Solo's increased focus on cost reduction and
the possibility of asset sales, the proceeds from which would be
used to reduce debt.

The Negative Outlook is based on constrained operating cash flow
generation and declining operating margins.  Inability by Solo to
generate cash in the next year as a result of performance
improvement or asset sales would likely lead to a review of the
ratings for a possible downgrade.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to each debt class.  The recovery
rating for Solo's senior secured first lien credit facility,
consisting of a revolving credit facility and term loan  reflect
superior expected recovery given the security from substantially
all assets.  With most of the estimated distressed enterprise
value being distributed to the first lien senior secured
creditors, Fitch estimates that recoveries for second lien
creditors and 8.50% senior subordinated noteholders would be
significantly impaired.  The recovery rating for the second lien
credit facility reflects the secondary claim to assets and the
allocation of concession payments to improve recovery.  The
recovery on the subordinated notes would likely be poor in a
reorganization given the lack of security, contractual
subordination and limited, if any, enterprise value remaining to
distribute.

Solo is a market-leading foodservice disposables manufacturer that
has recently endured several business challenges.  An unusually
adverse operating environment and a difficult merger integration
have combined to pose serious challenges to the company over the
past two years.  Raw materials and energy prices have shown
unprecedented increases, creating an inflated cost structure and
lower profitability.  The merger with Sweetheart has been costly
and delayed, with most expected synergies not yet realized.  In
some respects the two companies have continued to operate as
distinct entities, even two years post-acquisition. With this
backdrop, the company has also had turnover in several key
management positions during the past year.

Given Solo's difficult, although improving, operating environment
and growing competitive pressures, the company's ability to
maintain market share without increased investment in R&D is a
concern.  Fitch believes that the company's debt burden may be
limiting its ability to invest in innovative, higher margin
products.  Competitors have been able to leverage their brands
into certain Solo Cup product areas, and have taken advantage of
lower cost resins to produce similar products at lower prices in
some cases.  Along with pricing pressure from low-cost foreign
producers, this has lead to volume losses and constrained cash
flows over the past year.

Weak cash flows and tightening liquidity forced the company to
arrange second lien financing twice in 2006; first with an
$80 million term loan in March, then an additional $50 million
under the same facility acquired in December to pay down the first
lien revolver and improve liquidity.  Management has acknowledged
the need for immediate action to improve the company's
performance.  Workforce reductions, cost savings initiatives, and
sale-leaseback transactions are being contemplated or are already
under way.  The company is working with external advisors to
explore the possible sale of certain non-core assets or business
lines.

In connection with the December financing arrangements, the credit
facility covenants were modified to allow for the sale of up to
20% of consolidated assets in 2007, with proceeds used to pay down
debt.  Fitch is also encouraged by the appointment of four new
board members, including a new chairman by Vestar Capital
Partners, the company's minority equity investor.  AlixPartners, a
consultancy, has also been engaged to implement a performance
improvement program.

Fitch calculates LTM Oct. 1, 2006 operating EBITDA of
$147.5 million and total leverage of 7.8x.  Interest coverage for
the same period was 1.7x.  Although the company has implemented
price increases in response to higher raw materials costs,
competitive pressures and overall higher freight and other costs
will likely prove to be an ongoing challenge which will require
structural changes in the business. Asset divestitures will likely
be needed to bring the company into compliance with leverage ratio
covenant requirements which start at 9.75x and decline every three
months this year to 7.25x by December 31, 2007. Fitch believes the
company will likely be able to comply with leverage ratio
requirements in 2007, assuming sufficient asset sales are
executed. The fundamental trend should improve somewhat in 2007,
given cost management initiatives, completion of the new order
management system, and moderating raw materials and energy prices.

As of October 1, 2006 the company had about $49 million of
availability under the revolver and cash of $22 million for total
liquidity of roughly $71 million. Considering the additional
$50 million of second-lien financing, Fitch estimates current
liquidity of about $121 million.  Near term debt maturities are
not significant with $6.5 million due in both 2007 and 2008.
Capital expenditures are expected to be $55 to $60 million in the
coming year.  The amended credit agreement of Dec. 22, 2006
stipulates that all management fees to Vestar will be suspended in
2007, unless the consolidated leverage ratio is equal to or less
than 4.5x.

Solo's credit profile could improve in 2007 if significant cost
savings or de-leveraging occurs.  The company has outlined an
aggressive agenda to rationalize costs, maximize cash flows, and
change corporate culture.  Significant asset sales or other
divestitures could materially improve leverage.  The company's new
technology system is scheduled to come online in the first
quarter, which could significantly improve order management,
reduce redundancies stemming from the merger, and lead to improved
profitability.  Fitch believes the rationale for the Sweetheart
merger remains mostly intact.  There is ample scope for
operational improvement such as asset utilization and productivity
and better product line management.  Many of the originally
anticipated synergies could yet be realized accordingly.


SOLUTIA INC: Exclusive Plan-Filing Period Extended to February 13
-----------------------------------------------------------------
Pursuant to an amended order, the Honorable Prudence Carter Beatty
of the U.S. Bankruptcy Court for the Southern District of New York
extended Solutia Inc. and its debtor-affiliates' exclusive period
to file a plan of reorganization through and including Feb. 13,
2007, and their exclusive period to solicit acceptances of the
plan through and including April 16, 2007.

The Debtors' exclusive period to file a plan expired on Jan. 15,
2007.

The extension order is without prejudice to:

   (a) the Debtors moving for further extensions of the Exclusive
       Periods pursuant to Section 1121(d) of the Bankruptcy
       Code; and

   (b) the rights of parties-in-interest to request that the
       Exclusive Periods be shortened upon appropriate notice and
       motion and the Debtors' and other parties' rights to
       oppose the motion.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Wants $400 Million Additional Financing from Citicorp
------------------------------------------------------------------
Solutia Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
enter into a fifth amendment to their debtor-in-possession
financing agreement, dated as of Jan. 16, 2004, with Citicorp USA
Inc., as DIP Agent, and the DIP Lenders.

The Fifth Amendment will extend the term of the DIP Financing
Facility to March 31, 2008 and increase the size of the Facility
by $400,000,000.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
notes that the current DIP Agreement will mature on March 31,
2007.

Mr. Henes also tells the Court that Solutia is actively
negotiating with all of its major constituents for a consensual
plan of reorganization that would call for distributions to
holders of the 2027 and 2037 notes representing a significant
premium to other unsecured creditors.

Solutia is also in the process of selling substantially all of
the equity of reorganized Solutia.  The proceeds of a successful
sale of the new Common Stock will be used to make cash
distributions to Solutia's creditors.  The sale would allow
Solutia to emerge from Chapter 11 before a final non-appealable
judgment is entered in the adversary proceeding of JPMorgan Chase
Bank.

Additionally, a disputed claims reserve would be established on
the effective date to satisfy the asserted secured portion of the
noteholders' claims in the event the noteholders ultimately
prevail in the JPMorgan Adversary.  However, it is unlikely that
Solutia can emerge from Chapter 11 before the DIP Agreement
matures on March 31, 2007, Mr. Henes notes.

Solutia tells the Court that additional DIP financing is needed
to meet its substantial financial obligations during 2007,
including minimum pension funding obligations, legacy liability
costs, and reorganization expenses.  Additional financing is also
needed for the strategic transaction with respect to Flexsys, a
50/50 joint venture between Solutia and Akzo Nobel, N.V. for the
production of chemicals used in the rubber industry.

To address those concerns, Solutia has negotiated the Fifth
Amendment to the DIP Agreement, and has received a fully
underwritten commitment from Citigroup Global Markets Inc., for
an extension of the DIP Agreement's maturity date and for
additional DIP financing, Mr. Henes informs the Court.

Todd R. Snyder, managing director of Rothschild Inc., Solutia's
financial advisor, attests that the Fifth DIP Amendment is a key
component to Solutia's efforts to emerge from Chapter 11 in that
it will ensure financing issues will not disrupt Solutia's
remarkable turnaround in its businesses, which has created
significant enterprise value for the benefit of all of Solutia's
stakeholders.

Mr. Henes asserts that Solutia should be authorized to enter into
the fifth DIP amendment because the:

     * The DIP financing is not available on less onerous terms;

       None of Solutia's potential lenders would provide it DIP
       financing on an unsecured or non-priority basis.
       Accordingly, DIP Lenders and a competing prospective
       lender both required collateral and superiority claims
       before providing financing under the Fifth DIP Amendment.

     * Fifth DIP Amendment is necessary for Solutia to continue
       its business operations and preserve estate value; and

     * Fifth DIP Amendment's terms and conditions are fair,
       reasonable and consistent with the market.

       Solutia obtained a competing bid from Goldman Sachs & Co.
       that confirmed the competitiveness of the DIP Lenders'
       terms and conditions.  Rothschild examined the revolver
       and term loan interest rates proposed by the DIP Lenders
       and concluded that the rates are reasonable and consistent
       with the market.

Mr. Henes informs the Court that the Fifth DIP Amendment
generally provides for:

     * an extension of the DIP Agreement term to March 31, 2008;

     * an increase in the Revolving Credit Facility by
       $75,000,000;

     * an increase in the Term Loan B by $325,000,000, including
       $150,000,000 that can only be used to finance a strategic
       transaction with Flexsys;

     * an increase of certain thresholds that will allow Solutia
       to retain more of the proceeds from certain asset
       dispositions; and

     * other miscellaneous provisions.

The Amended Facility will consist of a $250,000,000 revolving
credit facility with a $150,000,000 letter of credit sub limit,
and a $975,000,000 Term Loan B.

There will be a mandatory prepayment of Term Loan B equal to the
amount of the Amended Facility in excess of $1,075,000,000 in the
event that the Flexsys acquisition does not occur within 90 days
of the closing date or earlier optional prepayment.

Solutia will be required to secure the additional financing under
the Fifth DIP Amendment with liens and superiority claims
substantially similar to the provisions of the current DIP
Agreement.  Solutia will also pay DIP financing fees, including
an underwriting fee, Mr. Henes says.

The Debtors agree to limit their Capital Expenditures to
$130,000,000 in the fiscal year 2006, and $45,000,000 from
January 1, 2007 through the Final Maturity Date.

The Debtors covenant with the Lenders that Consolidated EBITDA
will be no less than:

      Twelve-Month Period Ended     Minimum Consolidated EBITDA
      -------------------------     ---------------------------
       January 31, 2007                    $160,000,000
       February 28, 2007                    160,000,000
       March 31, 2007                       163,900,000
       April 30, 2007                       172,700,000
       May 31, 2007                         175,200,000
       June 30, 2007                        176,000,000
       July 31, 2007                        175,400,000
       August 31, 2007                      174,500,000
       September 30, 2007                   179,200,000
       October 31, 2007                     186,200,000
       November 30, 2007                    194,100,000
       December 31, 2007                    206,000,000
       January 31, 2008                     209,500,000
       February 28, 2008                    215,900,000
       March 31, 2008                       219,100,000

In the event that acquisition of the Flexsys business is
consummated, the Minimum Consolidated EBITDA for the periods
ending upon or after the consummation will be:

      Twelve-Month Period Ended     Minimum Consolidated EBITDA
      -------------------------     ---------------------------
       January 31, 2007                    $244,100,000
       February 28, 2007                    247,300,000
       March 31, 2007                       253,600,000
       April 30, 2007                       259,900,000
       May 31, 2007                         260,000,000
       June 30, 2007                        258,300,000
       July 31, 2007                        255,300,000
       August 31, 2007                      252,000,000
       September 30, 2007                   254,200,000
       October 31, 2007                     258,800,000
       November 30, 2007                    264,200,000
       December 31, 2007                    273,600,000
       January 31, 2008                     276,400,000
       February 28, 2008                    282,100,000
       March 31, 2008                       284,600,000

Citigroup's commitment will terminate on the earlier of the date
the operative documents become effective, and February 15, 2007,
if the Court has not approved the execution, delivery and
performance of the commitment letter, the fee letter, and the
Amended Facility by then.

A copy of the Fifth Amendment is available free of charge at:

               http://researcharchives.com/t/s?188b

The Court will convene a hearing to consider approval of the
Fifth Amendment on January 24, 2007 at 11:00 a.m.  Objections to
the Debtors' request are due on January 19, 2007 at 4:00 p.m.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TMC ACQUISITIONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TMC Acquisitions LLC
        2222 West Peoria Avenue
        Phoenix, AZ 85029

Bankruptcy Case No.: 07-00129

Chapter 11 Petition Date: January 12, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: James M. Laganke, Esq.
                  James M. Laganke, PLLC
                  P.O. Box 30553
                  Phoenix, AZ 85046
                  Tel: (602) 279-6399
                  Fax: (602) 445-2951

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TRW AUTOMOTIVE: To Localize Production of ESC Technology in China
-----------------------------------------------------------------
TRW Automotive Holdings Corp. is extending its local capabilities
in China to offer global and domestic customers TRW's Electronic
Stability Control system.

The company's wholly owned subsidiary, TRW Automotive Components
(Shanghai) Co., Ltd. (TACS), is investing in a long-term program
aimed at increasing localized production of ESC and related
electronic braking systems in China.

Initial production of electronic braking systems (ABS-only) at
TACS is expected to launch later this year for Chang'an Ford
Mazda.  Between 2007 and 2009, production of ECUs and HCUs and
fully localized assembly of ESC systems is scheduled for other
major Chinese vehicle makers such as SAIC, Shanghai GM, Chery, FAW
and Lifan.

Kevin Elgood, Chief Engineer, Asia Pacific, TRW Automotive, said:
"Vehicles equipped with electronic stability control systems are
steadily on the rise, as more manufacturers recognize its
contribution to safety, as well as enhanced driving control. TRW
currently supplies ESC system to more than a dozen vehicle
manufacturers on nearly 40 vehicle models worldwide.

Gary Dubberley, the TRW senior project manager responsible for ESC
launches in Asia Pacific, added, "We are experiencing a growing
application of ESC technology to vehicles manufactured in China,
for the domestic and overseas markets. We believe TRW's expertise
in stability control technologies and its extensive global
engineering network makes the Company a valuable partner for
Chinese OEMs in creating cars that meet international safety
standards."

       TACS and STASS Fits Roewe 750 with Safety Systems

TRW Automotive Components (Shanghai) and Shanghai TRW Automotive
Safety Systems Co., Ltd. are supplying the new Roewe 750 from
Shanghai Automobile Industry Corp. with advanced active and
passive safety systems including the first ESC system for a
domestic Chinese vehicle.

The vehicle also features TRW's front-row seat belt height
adjuster, back- row seat belt systems, master cylinder and Servo
brake assembly.  The seat belt systems and components are provided
by Shanghai TRW Automotive Safety Systems Co., Ltd., a TRW-SAIC
joint venture.  At TRW's subsidiary LucasVarity Langzhong Baking
Co., Ltd. manufactures the actuation products.

                         About the ESC

TRW's ESC combines the function of an antilock brake system (ABS)
and traction control and adds a yaw stability function to help
control vehicle dynamics based on driver demand.  The system
utilizes an electronic control unit (ECU), while a hydraulic
control unit (HCU) controls the flow of brake fluid to the
foundation brake system.

                 About TRW Automotive Holdings

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,000 people in 25 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006
Fitch Ratings affirmed 'BB' Issuer Default Rating, 'BB+' Senior
secured bank lines, 'BB-' Senior unsecured notes and 'B+' Senior
subordinated unsecured Notes 'B+' on TRW Automotive Holdings Inc.
The Rating Outlook is stable.


TYSON FOODS: Inks Joint Venture with Cactus Feeders and Cresud
--------------------------------------------------------------
Tyson Foods, Inc., entered into a joint venture in Argentina with
Cactus Feeders Inc. and Cresud S.A.C.I.F. y A., which will create
the first vertically integrated beef operation in the South
American country.

The venture is expected to produce both products for the domestic
Argentine consumer and give Tyson access to European and other
high value beef markets.

The joint venture will use an existing feedlot operated by Cactus
and Cresud to supply most of the beef for a beef slaughter and
processing plant recently purchased by the joint venture.  Both
the feedlot and plant are located in central Argentina.

Cactus and Cresud have successfully operated the feedlot, located
at Villa Mercedes in the province of San Luis, since 1999.  It
currently has a one-time capacity of 25,000 head, but the new
venture has plans to expand its feedlot capacity in the region.
The boxed beef plant, previously operated under the name
Exportaciones Agroindustriales Argentinas S.A., is located in
Santa Rosa in the province of La Pampa.  It will be Tyson's first
participation in a beef operation outside of North America.

Approximately 380 people work at the government inspected
facility, which now has the capacity to slaughter and process
about 9,500 cattle per month.  The new company expects to expand
the plant's capacity to 15,000 head per month.

As part of the joint venture, much of the plant's production will
gradually be converted from grass-fed to grain-fed beef using
cattle from the Cactus-Cresud feedlot.  The plant already has
approval to ship product to the EU, as well as other countries,
and exports a majority of the mostly grass-fed, boxed beef it
currently produces.

Argentina is known for its low beef production costs due to
competitive livestock, labor and energy markets, as well as the
high quality breeds of its cattle.

                      About Cactus Feeders

Headquartered in Amarillo, Texas, Cactus Feeders, has nine large-
scale feedyards across the Texas High Plains & Southwest Kansas.
Since its founding in 1975, Cactus Feeders has grown to become one
of the world's leading cattle feeding companies, employing
approximately 500 people.

                          About Cresud

Cresud (Nasdaq:CRESY) is an Argentine producer of basic
agricultural products and the only such company with shares listed
on the Buenos Aires Stock Exchange and NASDAQ.  The company is
currently involved in various operations and activities, including
crop production, cattle raising and fattening, milk production and
certain forestry activities.  Most of its farms are located in
Argentina's pampas, one of the largest temperate prairie zones in
the world and one of the richest areas of the world for
agricultural production.

                        About Tyson Foods

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN)
-- http://www.tysonfoods.com/-- processes and markets chicken,
beef, and pork.  The company produces protein-based and prepared
food products, which are marketed under the "Powered by Tyson(TM)"
strategy.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Standard & Poor's Ratings Services lowered its rating on Tyson
Foods, Inc.'s $2.1 billion senior unsecured debt to 'BB+' from
'BBB-'.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Moody's Investors Service assigned Ba1 ratings to Tyson Foods,
Inc.'s $1 billion senior unsecured bank credit facility and to a
$345 million senior unsecured bank term loan of Tyson's Lakeside
Farms Industries Ltd. subsidiary.  Moody's also affirmed Tyson's
Ba1 corporate family rating, Not Prime short term rating and SGL-3
speculative grade liquidity rating.  The outlook on all long-term
ratings continues to be negative.


US WIRELESS ONLINE: Chisholm Bierwolf Raises Going Concern Doubt
----------------------------------------------------------------
Chisholm, Bierwolf & Nilson in Bountiful, Utah, expressed
substantial doubt about US Wireless Online Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2005.  The auditing firm
pointed to the company's recurring losses and lack of working
capital.

US Wireless Online Inc. reported an $11.5 million net loss on
$3.5 million of revenues for the year ended Dec. 31, 2005,
compared with a $1.5 million net loss on $1.3 million of revenues
for the year ended Dec. 31, 2004.

The significant increase in net loss is primarily due to increases
in general and administrative expenses and depreciation and
amortization expenses, and the $6.9 million goodwill impairment
charge in 2005.

At Dec. 31, 2005, the company's balance sheet showed $13.2 million
in total assets, $7.9 million in total liabilities, and
$5.3 million total stockholders' equity.

The company's balance sheet at Dec. 31, 2005 also showed strained
liquidity with $1.1 million in total current assets available to
pay $6.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2005, are available for
free at http://researcharchives.com/t/s?188a

U.S. Wireless Online (OTCBB: URWL) -- http://uswirelessonline.com/
-- provides wireless internet, email and communications services
to businesses in the United States.


UTSTARCOM INC: Gets Consents from Majority of 7/8% Note Holders
---------------------------------------------------------------
UTStarcom, Inc., as of the expiration of its consent solicitation
at 5:00 p.m., New York City time, on Jan. 9, 2007, received from
holders of a majority of the outstanding aggregate principal
amount of its 7/8% convertible subordinated notes due 2008
consents which were not revoked.

The Proposed Waiver became effective Jan. 9, 2007.

As reported in the Troubled Company Reporter on Jan. 3, 2007,
UTStarcom, Inc., is soliciting consents from the noteholders
relative to proposed amendments of certain provisions of the
indenture pursuant to which the notes were issued and a waiver of
rights to pursue remedies available under the indenture with
respect to certain defaults.

                  First Supplemental Indenture

The company and U.S. Bank National Association, the trustee under
the Indenture, have entered into a first supplemental indenture
implementing the Proposed Amendments.  The amendments contained in
the First Supplemental Indenture will be binding on all Holders,
including non-consenting Holders.

Under the terms of the First Supplemental Indenture, during the
period beginning Jan. 9, 2007 and ending 5:30 p.m., May 31, 2007,
any failure by the company to comply with certain provisions will
not result in a default or an event of default, and the Notes will
accrue an additional 6.75% per annum in special interest from and
after Jan. 9, 2007 to the maturity date of the Notes, unless the
Notes are earlier repurchased or converted.  Payments of the
special interest will be made in addition to and at the same time
and in the same manner as regularly scheduled payments of interest
to Holders entitled to such regularly scheduled payments of
interest.

Citigroup Corporate and Investment Banking served as the
solicitation agent for the consent solicitation.  Questions
regarding the Consent Solicitation may be directed to Citigroup
Corporate and Investment Banking at 800-558-3745 (toll-free) or
212-723-6106.

The information agent for the consent solicitation was Global
Bondholder Services Corporation.

Alameda, Calif.-based UTStarcom Inc. (Nasdaq: UTSI)
-- http://www.utstar.com/-- provides IP-based, end-to-end
networking solutions and international service and support.  The
company sells its broadband, wireless, and handset solutions to
operators in both emerging and established telecommunications
markets around the world.  The company has research and design
operations in the United States, China, Korea, and India.


VALENTIS INC: Nasdaq to Suspend Common Stock Trading Tomorrow
-------------------------------------------------------------
Valentis Inc. received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market indicating that trading of
the company's common stock on the Nasdaq Capital Market will be
suspended at the opening of business tomorrow, Jan. 18, 2007.

The letter also indicated that a Form 25-NSE will be filed with
the Securities and Exchange Commission to remove the company's
securities from listing and registration on Nasdaq.

The company's management and board of directors intend to appeal
Nasdaq's determination and to request a hearing on the matter.
Upon receipt by Nasdaq of Valentis' hearing request, the
suspension of the company's common stock and the filing of the
Form 25-NSE will be stayed pending Nasdaq's final decision.

Valentis received a letter from Nasdaq on Nov. 21, 2006 indicating
that it was not in compliance with Nasdaq Marketplace Rule
4310(c)(2)(B) because Valentis did not have (i) a minimum of
$2,500,000 in stockholders' equity, (ii) a $35,000,000 market
value of securities quoted on a Nasdaq market or listed on a
national securities exchange, or (iii) $500,000 of net income from
continuing operations for the most recently completed fiscal year
or for two of the three most recently completed fiscal years.

Additionally, in a letter dated Nov. 29, 2006, Nasdaq indicated
its belief that Valentis may be operating as a "public shell" and
is a raising public interest concerns as set forth in Nasdaq
Marketplace Rule 4300.

In connection with the letters the company provided to Nasdaq its
specific plan, along with accompanying materials, to achieve and
maintain compliance with the Nasdaq Capital Market's continued
listing.  Based upon its review of Valentis' compliance plan and
accompanying materials, Nasdaq determined that Valentis' common
stock is not eligible for continued listing on the Nasdaq Capital
Market.

Headquartered in Burlingame California, Valentis, Inc. (Nasdaq:
VLTS) -- http://www.valentis.com/-- is a clinical-stage
biotechnology company engaged in the development of innovative
products for peripheral arterial disease.  PAD is due to chronic
inflammation of the blood vessels of the legs leading to the
formation of plaque that obstructs blood flow.  Valentis was
formed from the merger of Megabios Corp. and GeneMedicine, Inc.,
in March 1999.

In August 1999, the Company acquired PolyMASC Pharmaceuticals plc
as its wholly owned subsidiary.  Valentis is incorporated in the
State of Delaware.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2006,
auditors working for Ernst & Young LLP in Palo Alto, Calif.,
raised substantial doubt about Valentis, Inc.'s ability to
continue as a going concern after the firm audited the company's
consolidated financial statements for the year ended
June 30, 2006, and 2005.  The auditors pointed to the company's
losses since inception, accumulated deficit, and need for
additional financial resources to fund its operations at least
through June 30, 2007.


WERNER LADDER: Implementation of Non-Insider Employee Plan Okayed
-----------------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to implement an incentive plan
for certain of their employees who are not part of the executive
leadership but have the ability to impact the company's
performance and business initiatives.

The Debtors' management, with the approval of the Board of
Directors, has determined that it is critical to implement an
adequate incentive program for eligible employees to stabilize
turnover rate and increase morale.

According to Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Non-Insider Employee
Incentive Plan is substantially based on the Business
Optimization Bonus Plan adopted by the Debtors in January 2006.

Under the Non-Insider Employee Incentive Plan, Non-Insider
Employees will be eligible to earn incentive payments in the same
amounts for which they were eligible to earn as incentive
payments pursuant to the terms of the BOB Plan.  The individual
performance criteria on which they will evaluate will also remain
the same as those established under the BOB Plan.

Each Non-Insider Employee will be eligible to earn an Incentive
Payment on November 30, 2006, or on a later date as the Court may
approve the program, and on March 31, 2007.

However, 50% of each Incentive Payment will be withheld and paid
on or before July 15, 2007.  To receive any payment, including
the release of the holdback, a Non-Insider Employee must either
be employed by the Debtors at the time of the scheduled payout or
have been without cause after the Incentive Payment had been
earned but not paid.

Mr. Brady notes that the lenders under the First Lien Credit
Agreement dated June 11, 2003, and the Second Lien Credit
Agreement dated May 10, 2005, have agreed to "carve out" of their
collateral and superiority claims the amount of any Incentive
Payment earned but not yet paid with respect to the Non-Insider
Employees.  He says that the amounts will not reduce any "carve
outs" provided for in the Debtors' Chapter 11 cases.

The Debtors have identified around 94 of their employees to be
eligible participants of the Non-Insider Employee Incentive Plan.
The total maximum cost of the Non-Insider Employee Incentive Plan
for the payments is $1,280,000.  Pursuant to the Non-Insider
Employee Incentive Plan, no Non-Insider Employee can earn more
than 37.5 % of his or her annual base salary.

The Debtors believe that adoption and implementation of the Non-
Insider Employee Incentive Plan is supported by sound business
judgment because the continued stability of their business and
preservation of the value of their estates is dependent on the
continued employment and dedication of the employees.

Additionally, to successfully complete their operational
restructuring and position themselves, ultimately, for emergence
from Chapter 11 protection, the Debtors must retain the employees
who are primarily responsible for implementing the operational
restructuring plan.

According to Mr. Brady, the Non-Insider Employee Incentive Plan
provides the most cost-effective method to help the Debtors
retain important employees and motivate these employees to remain
committed to a successful outcome in the Debtors' Chapter 11
cases.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  The
Debtors's exclusive period to file a plan expires on Jan. 15,
2007.  (Werner Ladder Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


WERNER LADDER: Gets OK to End Loughlin's Employment as Consultants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates to terminate James J. Loughlin, Jr.'s employment
as their restructuring consultants as of Dec. 4, 2006.

The Honorable Kevin J. Carey permitted the Debtors to employ:

   (a) Mr. Loughlin as their Interim Chief Executive Officer and
       Vice President and Chief Restructuring Officer;

   (b) certain officers; and

   (c) additional temporary staff.

Judge Carey directed Mr. Loughlin and other parties-in-interest to
file a final fee application no later than Thursday, Jan. 18,
2006.

A retainer will be available to Mr. Loughlin with respect to the
Debtors' allowed obligations.  Any unearned portion of the
Retainer will be returned to the Debtors at the conclusion of the
engagement under a letter agreement between the Debtors and
Loughlin.

Judge Carey also authorized and directed the Debtors to reimburse
Loughlin for all costs incurred by Loughlin in procuring
insurance coverage for Mr. Loughlin, the Officers, and any other
Temporary Staff eligible to be indemnified, if first dollar D&O
insurance coverage of at least $10,000,000 is not available under
the Debtors' current D&O insurance policies.

Judge Carey further amended the Original Engagement Agreement,
effective as of Dec. 1, 2006, to increase Loughlin's monthly
fee cap from $250,000 to $400,000.

Any party-in-interest in the Debtors' cases may file a motion to
reconsider the provisions of the Order on a prospective basis
after June 30, 2007.

            Request for Approval of New Letter Agreement

In October and November 2006, the Debtors started negotiating the
extensions of their exclusivity periods with the agent for the
First Lien Credit Agreement dated June 11, 2003, and the Ad Hoc
Committee of Second Lien Lenders under the Credit Agreement dated
May 10, 2005.

The Senior Lenders advised the Debtors that as a condition for
their support for granting the extensions, the Senior Lenders
required the designation and employment of James J. Loughlin,
Jr., as the Debtors' chief restructuring officer.

In November 2006, Steven Richman resigned as the Debtors' chief
executive officer.  To satisfy the request of the Senior Lenders
and to replace Mr. Richman, the Debtors selected Mr. Loughlin as
their interim CEO and chief restructuring officer, and Edward
Gericke as their president.  Messrs. Loughlin and Gericke are
connected with Loughlin Meghji + Company Associates, Inc., the
Debtors' restructuring consultants.

According to Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor, LLP in Wilmington, Delaware, the most appropriate way to
transition Mr. Loughlin and other Loughlin employees to their
roles as executive officers and employees of the Debtors, is to
terminate Loughlin Meghji's retention effective contemporaneously
with the Court's approval of the Firm's new role in the Debtors'
Chapter 11 cases.

Thus, the Debtors asked the Court to:

   (1) terminate Loughlin Meghji's employment as the Debtors'
       restructuring consultants in their Chapter 11 cases; and

   (2) pursuant to Sections 105 and 363 of the Bankruptcy Code,
       approve the letter agreement between Loughlin Meghji and
       the Debtors, under which the Firm has agreed to (i) make
       Mr. Loughlin available to serve as the Debtors' Interim
       CEO/CRO, and (ii) provide additional temporary staff to
       serve as the Debtors' executive officers and employees.

The Temporary Staff, initially anticipated to consist of nine
people, includes Patrick J. Fodale, Tom Hsien-Chieh Wang and
Orlando C. Taylor, who will each hold the title of vice president
and assistant restructuring officer.

Mr. Brady assured the Court that Mr. Loughlin and the Temporary
Staff are qualified to serve as officers and employees since they
have been assisting the Debtors in their restructuring efforts.

Pursuant to the Letter Agreement between the Debtors and Loughlin
Meghji, Mr. Loughlin will perform the ordinary course duties as
the interim CEO/CRO.  Mr. Loughlin, the Officers and the other
Temporary Staff will also:

   (1) analyze, develop and implement all aspects of the Debtors'
       operational turnaround plan, including:

       (a) expansion and improvement of the Debtors'
           manufacturing capabilities in Juarez, Mexico;

       (b) customer pricing, product and service strategies to
           improve performance, including the SKU profitability
           improvement and reduction;

       (c) corporate-wide expense management and reduction
           initiatives; and

       (d) vendor and other supplier issues, and employee-related
           matters;

   (2) monitor the progress being made to achieve the operational
       restructuring plan and report the results to the Debtors'
       management and board of directors;

   (3) develop the Debtors' 2007 operating business plans and
       budget;

   (4) develop the underlying assumptions for the short-term
       business plans and financial forecasts, including sales
       plans by customer and product, manufacturing costs and
       efficiency improvements, working capital requirements and
       cash flow forecasts, and analyses of various alternative
       operating scenarios;

   (5) prepare and update financial forecasts relative to the
       Debtors' financing requirements in Chapter 11; and

   (6) develop a long-term strategic business plan and financial
       forecast, by:

       (a) reviewing various operating alternatives and analyzing
           alternative operating scenarios;

       (b) developing and leading the implementation of customer
           and product sales and margin plans; and

       (c) developing a detailed assessment of the Debtors'
           operations, a detailed action plan to reduce costs and
           restructure operations, and pro-forma projections
           premised upon the assumptions.

The Loughlin Meghji Agreement provides that the Debtors will
provide Mr. Loughlin, the Officers, and any other Temporary Staff
eligible to be indemnified under the Debtors' by-laws and other
applicable organizational documents with first dollar director
and officer insurance coverage.  Mr. Loughlin, the Officers, and
the Temporary Staff will be entitled to the benefit of the most
favorable indemnities provided by the Debtors to their officers
and directors.

Pursuant to the terms in the Loughlin Meghji Agreement, the
hourly rates for the Firm's professionals are:

     Designation          Hourly Rate
     -----------          -----------
     Partners             $595
     Managing Directors   $475 - $575
     Directors            $375 - $450
     Associates           $295 - $350

Professional fees incurred by Loughlin Meghji personnel on
matters related to the Debtors' Chapter 11 cases are subject to
an average monthly cap of $400,000.  Loughlin Meghji will also
receive reimbursement of all reasonable out-of-pocket expenses
incurred in connection with the Loughlin Meghji Agreement.

Additionally, Loughlin Meghji will be entitled to a contingent
value added fee of $500,000, to be awarded and paid upon the
earlier of: (i) the consummation of a plan of reorganization for
the Debtors, or (ii) the consummation of a sale of all or
substantially all of the Debtors' assets through one or a series
of sale transactions.

Loughlin Meghji will file with the Court quarterly statements for
services rendered and expenses incurred, and the Debtors will be
authorized to pay the Firm without a Court order.  But the U.S.
Trustee and the Official Committee of Unsecured Creditors have
the right to object to Loughlin Meghji's fees and expenses.

                        About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  The
Debtors's exclusive period to file a plan expires on Jan. 15,
2007.  (Werner Ladder Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


WHITE STAR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: White Star Reserve, L.L.C.
        2331 Belleair Road, Suite B
        Clearwater, FL 33764

Bankruptcy Case No.: 07-00261

Chapter 11 Petition Date: January 12, 2007

Court: Middle District of Florida (Tampa)

Judge:

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  Joel S. Treuhaft Law Offices
                  2274 State Road 580, Suite C
                  Clearwater, FL 33763
                  Tel: (727) 797-7799
                  Fax: (727) 797-7708

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


WILLIAM BOWMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Bowman Associates, Inc.
        551 Cooper Road
        West Berlin, NJ 08091
        Tel: (856) 768-1000
        Fax: (856) 753-9749

Bankruptcy Case No.: 07-10441

Type of Business: The Debtor is a full-service land improvement
                  and building contractor.
                  See http://www.bowmangrp.com/

Chapter 11 Petition Date: January 11, 2007

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Arthur Abramowitz, Esq.
                  Cozen O'Connor
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Winslow Hot Mix, LLC                     $1,082,030
1435 Doughty Road
Egg Harbor Township, NJ 08234

Atlantic Concrete Products, Co.            $382,830
P.O. Box 129
8900 Old Route 13
Bristol, PA 19007-0098

Birdsboro Materials                        $271,917
Haines & Kibblehouse
P.O. Box 196
Skippack, PA 19474

Kennedy Culvert & Supply Co.               $206,590
8000 Midlantic Drive, Suite 200N
Mount Laurel, NJ 08054

Jocama Construction Corp.                  $171,462
322 Spring Valley Road
Old Bridge, NJ 08857

Commerce Insurance Services                $150,000

Ferguson Waterworks                        $135,611

MJF Materials, LLC                         $119,036

Caterina Supply, Inc.                      $108,336

James Sassano Associates, Inc.             $100,630

A.E. Stone, Inc.                            $99,060

Taylor Oil Co., Inc.                        $91,821

Winzinger, Inc.                             $63,783

Bridgestate Foundry Corp.                   $62,891

Glendale Builders, Inc.                     $58,820

River Front Recycling & Aggregate LLC       $58,231

Contech Stormwater Solutions, Inc.          $56,760

Mays Landing Sand & Gravel Co.              $56,141

Giles & Ransome                             $54,164

Rowson Electric Co., Inc.                   $48,560


WINN-DIXIE STORES: Declares 54 Million Shares of Common Stock
-------------------------------------------------------------
Winn-Dixie Stores, Inc., disclosed that, pursuant to its Amended
and Restated Articles of Incorporation, the number of the
outstanding shares of its common stock is 54 million shares.

The company's Amended and Restated Articles of Incorporation
provide that, in certain circumstances, transfers of the company's
common stock by certain stockholders will be subject to advance
notice requirements and possible restriction or prohibition.

The 54 million share count that shareholders should use in
determining their percentage stock ownership of the company for
purposes of the transfer restrictions excludes options to purchase
675,000 shares and restricted stock units relating to 405,000
shares which have been granted to Chairman and Chief Executive
Officer Peter Lynch under the management incentive plan.  As
reported in the Troubled Company Reporter on Nov. 24, 2006, the
company has authorization to issue a total of 5.4 million shares
of common stock under the management incentive plan.

A full-text copy of the Amended and Restated Articles of
Incorporation is available for free at
http://ResearchArchives.com/t/s?159d

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  The Honorable Jerry A. Funk
confirmed Winn-Dixie's Joint Plan of Reorganization on Nov. 9,
2006.  Winn-Dixie emerged from bankruptcy on Nov. 21, 2006.


WINN-DIXIE STORES: IRS Asks to Defer Tax Claims Hearing on Jan. 24
------------------------------------------------------------------
The Internal Revenue Service is asking to reschedule a hearing
that would settle its objection over proofs of claim valued at
$88.8 million against Winn-Dixie Stores Inc. and its debtor-
affiliates on Jan. 24, 2007, the Birmingham Business Journal
reports.

The objection was arranged to be settled on Jan. 10, 2007, in the
U.S. Bankruptcy Court for the Middle District of Florida, but the
IRS was not ready.

As reported in the Troubled Company Reporter on Jan. 4, 2006, the
IRS filed 78 proofs of claim in the Reorganized Debtors' Chapter
11 cases, 29 of which have been disallowed by prior Court orders.
Claim No. 13607 asserts $88,832,315, of which $52,062,370 is
alleged to be secured.

According to Ms. Jackson, the Reorganized Debtors have been in
negotiations with the IRS regarding their tax liabilities for the
2000 through 2004 tax years.  Based upon their discussions, the
parties have agreed that:

   (x) the IRS is owed an additional $8,786,660 for the 2000 tax
       year;

   (y) the IRS owes the Debtors a refund of $1,273,443 for the
       2001 tax year; and

   (z) the IRS owes the Debtors a refund of $91,504 for the 2002
       tax year.

The parties, however, have not yet reached an agreement regarding
the Debtors' tax liabilities for the 2003, 2004 and 2005 tax
years.

The Reorganized Debtors maintain that they overpaid the IRS in
2003 by $1,905,516, and that they owe the IRS no additional
monies for the 2004 tax year.  Furthermore, based upon net losses
incurred in the 2004 and 2005 tax years, the Reorganized Debtors
assert that they are entitled to refunds for four tax years:

                 Tax Year      Asserted Refunds
                 --------      ----------------
                   1994           $6,293,764
                   1995           $5,454,892
                   2002             $161,155
                   2003          $27,633,986

The Reorganized Debtors also asserted that they are owed $397,230
for a 2005 fuel tax credit.

             Request to Consolidate Hearings Denied

The Birmingham Business Journal relates that the Honorable Jerry
Funk denied a request to consolidate hearings of tax liability
claims of four states in various counties against the Reorganized
Debtors.

Richard Thames, who represented tax collectors for six objections
related to determining the amount of tax liabilities, argued that
many collectors shared similar objections and they wanted to
inform the court on the legal issues.

Judge Funk concluded that he is aware of the issues and it will be
dealt with on a case-by-case basis.

                        About Winn-Dixie

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  The Honorable Jerry A. Funk
confirmed Winn-Dixie's Joint Plan of Reorganization on Nov. 9,
2006.  Winn-Dixie emerged from bankruptcy on Nov. 21, 2006.


WOLF DEN: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: Wolf Den, LLC
                LAN Executive Center
                One Corporate Road
                Enfield, CT 06082

Case Number: 06-21289

Involuntary Petition Date: December 28, 2006

Chapter: 11

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: James M. Nugent, Esq.
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661

Petitioners' Counsel: Anthony S. Novak, Esq.
                      Chorches & Novak, P.C.
                      1331 Silas Deane Highway, Suite 202
                      Wethersfield, CT 06109
                      Tel: (860) 257-1980

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Continental Casualty Company     Project Management     $325,000
c/o Hinshaw & Culbertson, LLP    Fee pursuant to an
Bradford Carver, Esq.            executed Management
Jessica Mooney, Esq.             Agreement on
Cook County, IL                  Oct. 16, 2003

Patricia Gips Associates         Real Estate            $113,712
13 Tilden Commons Drive          Commissions
Marina Bay
North Quincy, MA 02171

Richard H. Seidman, Esq.         Legal Services          $75,000
10 Crossroads Plaza
West Hartford, CT 06117

Antonio Reale                    Loan                    $50,000
14 Burnwood Drive
Bloomfield, CT 06002

World Hartford, LLC              Unreimbursed Costs      $43,742
One Corporate Road               and Expenses
Enfield, CT 06082

St. Paul Travelers               Insurance Services       $8,000
Indemnity Co.
c/o Lamont, Hanley and
Associates, Inc.
1138 Elm Street
P.O. Box 179
Manchester, NH 03101-1513

Kostin Ruffkess & Co., LLC       Accounting Services      $6,500
76 Batterson Park Road
Farmington, CT 06032

McFarland-Johnson, Inc.          Engineering Services     $5,728
49 Court Street
P.O. Box 1980
Binghamton, NY 13902

Malcolm Arnold, LLC              Landscaping Services     $5,000
44 Van Buren Avenue
West Hartford, CT 06107


WOODWIND & THE BRASSWIND: Hires Fort Dearborn as Fin'l Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Dennis Bamber Inc. dba The Woodwind & the Brasswind
to employ Vito Mitria, Jeffrey E. Schneiders and John L. Waller of
Fort Dearborn Advisors LLC as its financial advisors and
investment bankers.

As reported in the Trouble Company Reporter on Dec. 29, 2006,
Fort Dearborn will:

   a. give the Debtor complete financial evaluation and analysis
      in developing an overall strategy for the sale of the
      Debtor's assets and business consistent with its powers and
      duties as debtor-in-possession;

   b. assist in the preparation of an information memorandum
      designed to introduce potential purchasers to the marketing
      opportunity offered;

   c. assist the Debtor in identifying and screening potential
      purchasers;

   d. with the approval of the Debtor, initiate contact at senior
      levels with potential purchasers and coordinate review
      process of the Debtor's assets and business with interested
      and qualifying parties;

   e. participate in the structuring and negotiating of offers to
      purchase the Debtor's assets, including serving as an
      expert witness in support of the Debtor's sale and
      marketing efforts and feasibility of any offers to be
      submitted to the Court for approval at a sale hearing; and

   f. take other actions as may be necessary on behalf of the
      Debtor in connection with the case.

Howard L. Adelman, Esq., one of the Debtor's counsel, disclosed
that pursuant to an Engagement Letter dated Oct. 23, 2006, the
compensation arrangements are:

   a. non-refundable retainer fees of $50,000 on the 1st and 15th
      day of each month, up to the aggregate amount of $400,000.
      Prior to the commencement of the Chapter 11 case, Fort
      Dearborn received prepayments from the Debtor of $100,000
      on Nov. 10, 2006 and $50,000 on Nov. 15, 2006.

   b. a "Success Fee" payable in cash upon closing of a sale
      equal to 2% of the transaction amount;

   c. a minimum "Success Fee" of $600,000 provided that the sale
      closes.

Mr. Adelman assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

               About The Woodwind & The Brasswind

Headquartered in South Bend, Indiana, Dennis Bamber, Inc. dba The
Woodwind & The Brasswind sells musical instruments through its
retail store, catalogs and Internet sites.  The company filed for
chapter 11 protection on Nov. 21, 2006 (Bankr. N.D. Ind. Case No.
06-31800).  Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd.,
in Chicago, Illinois, represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $1 million and $100 million.


WOODWIND & BRASSWIND: Steinway Terminates Proposed Acquisition
--------------------------------------------------------------
Steinway Musical Instruments, Inc. has provided a notice of
termination of the asset purchase agreement dated Dec. 15, 2006
with Dennis Bamber, Inc. dba The Woodwind & The Brasswind.

Based on the due diligence performed subsequent to Dec. 15, 2006,
the Steinway has concluded that there will be a failure of certain
conditions necessary to close the transaction.  Therefore,
Steinway is exercising its right to terminate the agreement.  The
timing and effect of this termination is subject to approval of
the U.S. Bankruptcy Court for the Northern District of Indiana.

On Dec. 15, 2006, Steinway signed an agreement to acquire
substantially all the assets of The Woodwind & The Brasswind.

A judge appointed Steinway's bid of approximately $40 million as
the stalking-horse bid for the auction scheduled for Jan. 24,
2007.

              About Steinway Musical Instruments

Steinway Musical Instruments, Inc. (NYSE: LVB), through its
Steinway and Conn-Selmer divisions, manufactures musical
instruments.  Its notable products include Bach Stradivarius
trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc
clarinets, King trombones, Ludwig snare drums and Steinway & Sons
pianos.

               About The Woodwind & the Brasswind

Headquartered in South Bend, Indiana, The Woodwind & the Brasswind
-- http://www.wwbw.com/-- sells musical instruments and
accessories.  The Company filed for chapter 11 protection on
Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors appointed in the Debtors' cases has selected
James M. Carr, Esq., at Baker & Daniels LLP as its counsel.  When
the Debtor filed for protection from its creditors, they estimated
assets and debts between $1 million and $100 million.


* Huron Consulting Group Reports 20 Managing Director Promotions
----------------------------------------------------------------
Huron Consulting Group reported that 20 directors have been
promoted to the role of managing director.

"These outstanding individuals have been an integral part of
Huron's success and continued growth," said Gary E. Holdren,
chairman and chief executive officer, Huron Consulting Group.
"They have also shown unparalleled commitment to client service.
Huron congratulates them on this important milestone in their
careers."

Huron's promotions to managing director are:

   Corporate Advisory Services

     * Brian Linscott (Chicago)
     * Rob Vanderbeek (New York)

   Disputes & Investigations

     * Gary M. Arrick (New York)
     * Wanda L. Forrest (Washington, D.C.)
     * Michael Landa (San Francisco)

   Higher Education

     * Gregory T.  Bedell (Chicago)
     * Matthew W. Staman (Chicago)
     * Joseph F. Taylor (Chicago)

   Legal Business Consulting

     * Susan Chapdelaine (Boston)
     * Nancy Jessen (Washington, D.C.)

   Pharmaceuticals and Health Plans

     * Dorothy DeAngelis (Charlotte)

   Performance Improvement

     * Paul Saias (Chicago)

   Strategic Sourcing

     * Duane W. Harrington (Chicago)
     * John H. Hutchinson (Chicago)
     * Timothy J. Lefkowicz (San Francisco)
     * Derek T. Smith (Charlotte)

   Corporate

     * Wayne Lipski, Company Controller (Chicago)
     * Susan McLeish, Operations (Boston)
     * J. James O'Malley, Recruiting (Chicago)
     * Gregg Sutfin, IT (Chicago)

                  About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--  
helps clients effectively address complex challenges that arise in
litigation, disputes, investigations, regulatory compliance,
procurement, financial distress, and other sources of significant
conflict or change.  The company also helps clients deliver
superior customer and capital market performance through
integrated strategic, operational, and organizational change.
Huron provides services to a wide variety of both financially
sound and distressed organizations, including Fortune 500
companies, medium-sized businesses, leading academic institutions,
healthcare organizations, and the law firms that represent these
various organizations.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

January 19-21, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Corporate Restructuring Competition
         Kellogg School of Management, Chicago, IL
            Contact: http://www.abiworld.org/

January 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2007 Outlook on Healthcare Restructuring
         Center Club, Baltmore, MD
            Contact: http://www.turnaround.org/

January 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2007 Kick-Off Party
         Oak Hill Country Club, Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org/

January 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

January 30-31, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Korea Securitisation and Structured Credit Summit
         JW Marriott Hotel, Seoul, South Korea
            Contact: http://www.euromoneyplc.com/

January 31 to February 1, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia M&A Forum
         Island Shangi-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800 or http://www.abiworld.org/

February 5, 2007
   STRATEGIC RESEARCH INSTITUTE
      3rd Annual Tranche B & 2nd Lien Financing Summit
         Scottsdale, AZ
            Contact: http://www.euromoneyplc.com/

February 8-9, 2007
   EUROMONEY CONFERENCES
      2nd Philippine Investment Conference
         Cebu Convention Center, Cebu, Philippines
            Contact: http://www.euromoneyplc.com/

February 8-9, 2007
   EUROMONEY
      Leverage Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

February 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wharton Restructuring Conference
         The Wharton School
            Philadelphia, PA
               Contact: http://www.turnaround.org/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
         Perceptions & Realities
            Marriott Hotel, Islamabad, Pakistan
               Contact: http://www.euromoneyplc.com/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Devil Rays Turnaround
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

February 27-28, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      5th Annual Corporate Restructuring Summit
         Sheraton Park Lane Hotel, London, UK
            Contact: http://www.euromoneyplc.com/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 18-21, 2007
   INSOL
      Annual Europe, Africa & Middle East Conference
         Cape Town, South Africa
            Contact: http://www.insol.org/CapeTown07/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 22-23, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Euromoney Indonesian Financial Markets Congress
         Bali, Indonesia
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa, Atlantic City, NJ
            Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

TBA 2008
   INSOL
      Annual Pan Pacific Rim Conference
         Shanghai, China
            Contact: http://www.insol.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

    BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com/
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com/
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Robert Max Victor M. Quiblat II, Rizande B.
Delos Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C.
Tabao, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***