TCR_Public/070118.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 18, 2007, Vol. 11, No. 15

                             Headlines

ABI CORP: Case Summary & 120 Largest Unsecured Creditors
ADELPHIA COMMS: Ct. Temporarily Extends Stay of Confirmation Order
ALLIED PROPERTIES: Trustee Hires Gainer Donnelly as Accountant
ALLIS-CHALMERS: Moody's Rates $225 Million Senior Notes at B3
ALPHA NATURAL: Buys 77.5% Stake in Lime-Manufacturing Venture

AIRLIE CLO: Moody's Rates $19 Mil. Class D Secured Notes at Ba2
ALERIS INTERNATIONAL: TPG Completes $3.3 Billion Acquisition
ALION SCIENCE: S&P Junks Rating on Proposed $200 Mil. Senior Notes
BACCHUS 2006-1: Moody's Rates $12MM Cl. E Deferrable Notes at Ba2
BROOKLYN HOSPITAL: Court Extends Plan Filing Period to March 27

BROOKLYN HOSPITAL: Hires Newmark & Co. as Real Estate Broker
CABLEVISION SYSTEMS: Rejects Dolans' $8.9 Billion Buyout Offer
CABLEVISION SYSTEMS: Extends Offer of 6-3/4% Sr. Notes to Feb. 20
CALDECOTT CDO: Moody's Rates $8.5 Million Class F Notes at Ba1
CASCADES INC: DBRS Changes Trend on BB (High) Rated Senior Debt

CASCADES INC: Norampac Deal Cues S&P to Hold BB Rated Corp. Credit
CE GENERATION: Fitch Lifts Rating on $400 Million Bonds to BB+
CENTRAL FREIGHT: Posts $10.4 Mil. Net Loss in Third Quarter 2006
CIFC FUNDING: Moody's Rates $25 Million Class B-2L Notes at Ba2
CINRAM INTERNATIONAL: Board Appoints J. Bruce Terry as Trustee

CLADDAGH PUBS: Case Summary & 20 Largest Unsecured Creditors
CLEAN HARBORS: Wants Court Approval on Heller Draper as Counsel
COPPER RIVER: Moody's Rates $23 Mil. Class E Secured Notes at Ba2
DAIMLERCHRYSLER: Chrysler Certified Pre-Owned Vehicles Sales Up 8%
DAIMLERCHRYSLER: Truck Group Reports Record Sales in 2006

DELPHI CORP: Kyocera Wants Stay Lifted to Exercise Setoff Rights
DELPHI CORP: Mercedes-Benz Supports Extension of Exclusive Periods
DVI MEDICAL: Fitch Takes Actions on Various Loans
eROOMSYSTEM TECHNOLOGIES: Earns $28,905 in 2006 Third Quarter 2006
EAGLE BROADBAND: Posts $3.5MM Net Loss for 1st Qtr. Ended Nov. 30

FAIRPOINT COMMS: Verizon Deal Cues Moody's to Hold B1 Corp. Rating
FIRST FRANKLIN: Fitch Downgrades Class M-9 Certificates to BB-
FIRST HORIZON: Fitch Upgrades Class B5 Loan Rating to B+ from B
GENERAL MOTORS: Says Too Early to Provide Details on Proton Deal
HEADWATERS INC: Launches Proposed $125 Million Loan Offering

I2TELECOM INT'L: Repaid Outstanding Loans to Cornell Capital
INDYMAC NIM: Moody's Puts Ba1 Rating on Series 2006-LL Notes
INTELSAT LTD: Fitch Junks Rating on $600 Million Senior Notes
INTERPOOL CAPITAL: Investors' Offer Cues Moody's Ratings Review
INTERPOOL INC: Buyout Offer Prompts S&P's Negative CreditWatch

INTERSTATE BAKERIES: Wants to Extend Exclusivity Period to June 2
INTERSTATE BAKERIES: Posts $26.3 Million Net Loss in 2nd Quarter
INTERSTATE BAKERIES: SEC Files Complaint Against Ex-IBC Officer
IRVINE SENSORS: All Credit Facility Defaults Cured or Waived
JEAN DUPLESSIS: Case Summary & 19 Largest Unsecured Creditors

KARA HOMES: Court Approves $2.6 Mil. Loan Payment to Bear Stearns
MAAX CORP: Poor Performance Cues S&P to Junk Corp. Credit Rating
MAAX HOLDINGS: Strained Liquidity Prompts S&P to Junk Ratings
MAIN STREET: Trustees Taps Freeman & Partners as Accountants
MASTEC INC: Moody's Rates Proposed $150 Million Senior Notes at B1

MASTEC INC: S&P Puts B+ Rating on $150 Mil. Senior Unsecured Notes
MAYCO PLASTICS: Asks Court to Fix Administrative Claims Bar Date
MAYCO PLASTICS: Liquidation Plan Gets Court's Preliminary Approval
MILLS CORP: Farallon Offers to Purchase $499 Million of Shares
MILLS CORP: Gazit-Globe Offers $1.1B Revised Recapitalization Plan

MILLS CORP: Inks $1.35 Billion Agreement with Brookfield Asset
MIRANT CORP: Selling 6 U.S. Gas Plants for $1.4 Bil. to LS Power
NORAMPAC INC: S&P Cuts Rating on $250 Mil. 6.75% Sr. Notes to BB-
OMEGA HEALTHCARE: Board Increases Dividend on Series D Stock
PAETEC COMMS: Moody's Affirms Corporate Family Rating at B2

PAETEC HOLDING: S&P Junks Rating on $175 Mil. Senior Secured Loan
PENINSULA GAMING: Sells $22 Million Senior Secured Notes
PILGRIM'S PRIDE: Moody's Cuts Senior Unsecured Credit Rating to B1
PITTSBURGH BREWING: Has Until Feb. 6 to File Amended Plan
REFCO INC: Court Denies Michael McNeil's Stay Request

REFCO INC: Court Directs Grant Thornton to Produce Documents
ROBINSON CONSTRUCTION: Case Summary & 56 Largest Unsec. Creditors
ROUNDY'S SUPERMARKETS: Moody's Holds Corporate Family Rating at B2
SABRINA TURMAN: Case Summary & 14 Largest Unsecured Creditors
SANMINA-SCI: 10-K Filing Prompts Moody's to Affirm Low-B Ratings

SAPPHIRE VALLEY: Moody's Rates $18 Million Class E Notes at Ba2
SIX FLAGS: Park Sale Not to Affect Fitch's B- Issuer Dflt. Rating
SMART ONLINE: Amends Registration Rights Pact and Settles Penalty
SMART ONLINE: Atlas Capital Increases Loan Credit to $2.5 Million
SMART ONLINE INC: Posts $1.9 Million Net Loss in 3rd Quarter 2006

SNOQUALMIE ENTERTAINMENT: Moody's Rates $200 Mil. Sr. Notes at B3
SOLUTIA INC: Asks Court to Increase Total OCP Payment to $15 Mil.
SOLUTIA INC: Committee Wants to Intervene in Calpine Arbitration
SOLUTIA INC: Equity Committee Hires Two Experts for Pharmacia Case
SOUTH COAST: Moody's Cuts Rating on $32 Mil. Class B Notes to Ba1

SPECTRUM BRANDS: To Cut 100 Jobs Pursuant to Reorganization
SPECTRUM BRANDS: Receives Notice of Default from Noteholders
TENFOLD CORP: Raises $1.3 Million from Sale of Convertible Stock
U.S. ENERGY: Can Access New Funding Under Countryside Agreement
U.S. ENERGY: Expects Acceleration of Chapter 11 Plan Confirmation

UNITED COMPONENTS: Earns $2.1 Million in Quarter Ended Sept. 30
USI HOLDINGS: Fitch Places $210MM Secured Term Loan Rating at BB-
VITRO SA: To Offer $750 Million Notes to Institutional Buyers
VOLT INFORMATION: Closes $70 Mil. Credit Facility for Volt Delta
WOODWIND & BRASSWIND: Creditors' Meeting on Open-Ended Schedule

* Carl Marks Advisory Group Names Richard Heller as Partner
* Jeff Marwil and Mark Thomas Join Winston & Strawn LLP

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ABI CORP: Case Summary & 120 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Abi Corporation
        Ind. M. Julia
        420 Calle A
        San Juan, PR 00920

Bankruptcy Case No.: 07-00119

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                              Case No.
      ------                              --------
      Geraldine, Inc.                     07-00122
      Jackies, Inc.                       07-00123
      Ranger, Inc.                        07-00124
      Contessa De Las Americas, Inc.      07-00125
      Infinito, Inc.                      07-00126
      Humacao 5 & 10                      07-00127
      Fashion Bazaar                      07-00128
      Juncos 5&10                         07-00129
      Almacenes Linda, Inc.               07-00130

Type of Business: Saul Kleiman Katz is the president of the
                  Debtors.

Chapter 11 Petition Date: January 12, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

Debtors' Counsel: Charles Alfred Cuprill, Esq.
                  Law Offices of Charles A. Cuprill, P.S.C.
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
   Abi Corporation           $500,000 to        $500,000 to
                             $1 Million         $1 Million

   Geraldine, Inc.           $1 Million to      $1 Million to
                             $10 Million        $10 Million

   Jackies, Inc.             $1 Million to      $1 Million to
                             $10 Million        $10 Million

   Ranger, Inc.              Less than          Less than
                             $10,000            $10,000

   Contessa De Las           Less than          Less than
   Americas, Inc.            $10,000            $10,000

   Infinito, Inc.            $10 Million to     $10 Million to
                             $50 Million        $50 Million

   Humacao 5 & 10            $100,000 to        $100,000 to
                             $1 Million         $1 Million

   Fashion Bazaar            $1 Million to      $1 Million to
                             $10 Million        $10 Million

   Juncos 5 & 10             $500,000 to        $500,000 to
                             $1 Million         $1 Million

   Almacenes Linda, Inc.     $10 Million to     $10 Million to
                             $50 Million        $50 Million

A. Abi Corporation's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Saul Kleiman                       Lease                  $22,500
Ind. Mario Julia 420
Calle A
San Juan, PR 00920

BV Properties                      Lease                  $14,000
Yauco Plaza I
Shopping Center, Suite 137
Yauco, PR 00698

John Irrizary                      Lease                  $12,000
P.O. Box 307
Lajas, PR 00667

Neftali Rivera                     Lease                   $2,600

Nimar Almodovar Pache              Salaries                $1,200

Mareille Gonzalez Raspal           Salaries                $1,086

Yathira Santini Rivera             Salaries                  $960

Ana V. Rodriguez Verna             Salaries                  $900

Elizabeth Rosado Ayala             Salaries                  $840

Limarya Roman Garriga              Salaries                  $721

Carlos J. Perez Nieves             Salaries                  $613

Rosa A. Ortiz Vargas               Salaries                  $600

Agustin Berdecia Melend            Salaries                  $566

Joel Cosme Santiago                Salaries                  $480

Carmen A. Rodriguez Torres         Salaries                  $463

Anacell Diaz Melendez              Salaries                  $412

Miguel A. Vazquez Rosado           Salaries                  $360

Zuleika Reyes Jimenez              Salaries                  $360

Jose A. Rosado Ramos               Salaries                  $206

Tania Ramos Pacheco                Salaries                   $51

B. Geraldine, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Plaza Carolina                     Lease                  $38,778
225 West Washington Street
Indianapolis, IN 46204

DDR Rio Hondo LLC SE                                      $26,978
P.O. Box 360771
San Juan, PR 00936-0771

Plaza Carolina Mall, L.P.          Lease                  $25,348
225 West Washington Street
Indianapolis, IN 46204

Empresas Puertorrique¤as           Lease                  $23,838

Vornado Montehiedra Acquisition                           $23,449

PR Barceloneta LLC                 Lease                  $22,623

Caguas Centrum L.P.                Lease                  $19,671

DDR Palma Real LLC SE              Lease                  $18,211

North Deck, Ltd.                   Lease                  $16,132

North Deck Ltd.                    Lease                  $15,421

PDCM Assoc.                        Lease                  $11,291

Regency Park Associates SE         Lease                  $10,347

Plaza Guayama SE                   Lease                   $8,189

Joan Vega Ramos                    Salaries                $1,200

Eva Martinez Figueroa              Salaries                $1,137

Wilkan D. Gomez Torres             Salaries                $1,125

Maura Rolon Medina                 Salaries                  $910

Glorivee Rivera Feliciano          Salaries                  $910

Sheila Y. Rivera Nu¤ez             Salaries                  $900

Maria V. Nasser Joya               Salaries                  $796

C. Jackies, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
FRG Sociedad Especial              Lease                  $22,477
Yauco Plaza I
Shopping Center, Suite 137
Yauco, PR 00698

BV Properties                      Lease                  $21,900
Yauco Plaza I
Shopping Center, Suite 137
Yauco, PR 00698

Commercial Properties Development  Lease                  $21,005
Los Jardines Shipping Center
Marg. 130, Suite 300
Guaynabo, PR 00969-3470

PDCM Assoc.                        Lease                  $20,735

Archon Financial                   Lease                  $19,189

Comm. Enterprises Caguas           Lease                  $16,699

North Deck Ltd.                    Lease                  $12,000

Tamara Corporation                 Lease                  $10,000

Aida I Franco Quesada              Salaries                $1,581

Lisette Gallardo Pacheco           Salaries                $1,548

Sandra Hernandez Alier             Salaries                $1,137

Miriam J. Correa Rivera            Salaries                  $875

Sandra I. Martinez Masso           Salaries                  $858

Raquel Cruz Castro                 Salaries                  $840

Lourdes Cintron                    Salaries                  $824

Karen M. Rivera Rosado             Salaries                  $780

Wignelia Rosado Ortiz              Salaries                  $770

Luz M. Ortiz Rivera                Salaries                  $731

Luis O. Gonzalez Diaz              Salaries                  $682

Doralis M. Garcia Martinez         Salaries                  $675

D. Ranger, Inc.'s Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Simon Plaza Carolina, LP-SP        Lease                  $48,411
225 West Washington Street
Indianapolis, IN 46204

E. Contessa De Las Americas, Inc.'s Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Simon Plaza Carolina, LP-SP        Lease                  $48,411
225 West Washington Street
Indianapolis, IN 46204

F. Infinito, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Plaza Del Caribe, S.E.                                    $82,681
P.O. Box 363268
San Juan, PR 00936-3268

Ron Simkin Belz Enterprises                               $54,348
P.O. Box 3661
Memphis, TN 38173-0661

DDR Del Sol LLC S.E.                                      $52,462
P.O. Box 360771
San Juan, PR 00936-0771

Thor Gallery At Centre                                    $44,732

Caparra Center Associates, S.E.                           $44,386

Caguas Centrum L.P.                                       $44,007

DDR Norte LLC S.E.                                        $40,905

DDR Atlantico LLC S.E.                                    $38,725

DDR Se¤orial LLC S.E.                                     $38,591

Luan Investment S.E.                                      $35,024

North Deck Ltd.                                           $34,805

Vornado                                                   $34,216

Caparra Center Associates, S.E.                           $31,451

DDR Rio Hondo LLC S.E.                                    $30,251

Plaza Las Americas                                        $28,529

Kim Sam PR                                                $27,025

DDR Isabela LLC S.E.                                      $26,846

DDR Cayey LLC S.E.                                        $26,113

MJS Caguas Ltd.                                           $24,202

DDR Oeste LLC S.E.                                        $24,050

G. Humacao 5 & 10 and Juncos 5's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Benhar                                                    $18,000
Ind. Mario Julia, Suite 420
Calle A
San Juan, PR 00920

Rosa M. Viera Garcia                                         $813
P.O. Box 941, Solar Suite 312
Las Parcelas Bartolo
Rio Grande, PR 00745

Moll Almestica, Zulma                                        $675
Bellisima H-292
Loiza Valley
Canovanas, PR 00721

Luz I. Malave Muniz                                          $412

Maria L. Morales Montoyo                                     $330

Ebel L. Allende Fuentes                                      $257

Olga I. Robles Figueroa                                      $103

Maribel Gonzalez Vega                                         $55

Denirka Diaz Lopez                                            $51

H. Fashion Bazaar's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Doris Ayala Rios                                           $1,256
HC 01, P.O. Box 8183
Sector Capitan P. 244-A
Toa Baja, PR 00949

Jennifer Ramirez Rivera                                      $960
Las Cuevas
Carr. 117- Km 3.7 Int.
Lajas, PR 00667

Jessica Burgos Davila                                        $910
Calle M. Cacho, Suite 170
Bo. Barahona
Morovis, PR 00687

Iris Y. Figueroa Colon                                       $880

Careline Maldonaldo Gonzalez                                 $440

Johanna Soto Rivea                                           $300

Idaliz G. Lopez Zamot                                        $206

Liz R. Negron Garcia                                         $114

Marilyn Maldonado Muniz                                      $103

Laura E. Cabrera Tavarez                                      $60

Mirnelys Rosa Rivera                                          $51

Edith Valcarcel Colla                                         $51

Jaydee L. Pagan Pallens                                       $51

Sylkalianett Rivera Reyes                                     $51

Tania Galindez Barrio                                         $51

Tatiana Flores Urbina                                         $51

Julio a. Rodriguez Cast                                       $51

Doralice Cortes Cardona                                       $51

I. Almacenes Linda, Inc.'s 11 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Banco Popular #0999                                    $4,000,000
P.O. Box 362708
San Juan, PR 00936-2708

Citibank                                               $2,800,000
P.O. Box 70301
San Juan, PR 00936-8301

Banco Santander                                        $2,733,039
Carr. Nu. 2
Esq. Carr. 167
Bayamon, PR 00959

Banco Bilbao Vizcaya                                   $2,150,000
P.O. Box 364745
San Juan, PR 00936-4745

Banco Popular #1999                                    $2,000,000
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular #9007                                    $1,778,504
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular #9008                                    $1,161,960
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular #9001                                    $1,122,417
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular #3999                                    $1,000,000
P.O. Box 362708
San Juan, PR 00936-2708

Fierres Inc.                                             $372,276
P.O. Box 13296
San Juan, PR 00908-3296

Gypsy House                                              $305,110
P.O. Box 4024234
Pta. Las Marias Shopping Center
Santurce, PR 00913


ADELPHIA COMMS: Ct. Temporarily Extends Stay of Confirmation Order
------------------------------------------------------------------
The U.S. District Court for the Southern District of New York on
Tuesday temporarily extended the 10-day stay of the order
confirming the Adelphia Plan of Reorganization to a day early next
week in order to give the District Court adequate time to
adjudicate a pending motion for a stay of the Confirmation Order
pending appeal.

The Confirmation Order confirming the First Modified Fifth Amended
Joint Chapter 11 Plan for Adelphia Communications Corporation and
Certain of its Affiliated Debtors, dated as of Jan. 3, 2007, as
Confirmed was entered by the Court on Jan. 5, 2007.

The occurrence of the Effective Date of the Adelphia Plan of
Reorganization is subject to conditions, many of which are outside
the control of Adelphia, including that the Effective Date occur
by Jan. 19, 2007.  The Outside Date may be extended by the
Settlement Parties.  There can be no assurance as to whether the
Settlement Parties will extend the Outside Date, or whether or
when the Effective Date will occur.

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

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

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.


ALLIED PROPERTIES: Trustee Hires Gainer Donnelly as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Randy W. Williams, the Chapter 7 Trustee appointed in
Allied Properties LLC's bankruptcy case, to employ Miles D. Harper
III and the firm of Gainer, Donnelly & Desroches, LLP as his
accountants.

Gainer Donnelly is expected to perform accounting services in
connection with the preparation of Internal Revenue Service
returns.

Mr. Williams discloses that Mr. Harper will be paid $185 per hour.
Out-of-pocket expenses will be charged to the Debtor.

Mr. Williams assures the Court that Gainer Donnelly does not hold
or represent any interest adverse to the Debtors' estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Houston, Texas, Allied Properties LLC is a real
estate developer.  The company filed for chapter 11 protection on
August 1, 2006 (Bankr. S.D. Tex. Case No. 06-33754).  Leonard H.
Simon, Esq., at Pendergaft & Simon, LLP, represented the Debtor.
No Official Committee of Unsecured Creditors has been appointed in
this case.  In its schedules of assets and liabilities, the Debtor
listed $24,000,072 in assets and $16,424,907 in debts.  The
Honorable Marvin Isgur converted the Debtor's bankruptcy case into
a Chapter 7 liquidation proceeding on Oct. 13, 2006.  Randy W.
Williams was appointed as the Debtor's Chapter 7 Trustee.  He is
represented by Thompson Knight LLP.


ALLIS-CHALMERS: Moody's Rates $225 Million Senior Notes at B3
-------------------------------------------------------------
Moody's Investors Service placed Allis-Chalmers Energy, Inc.'s
ratings on review for possible upgrade.

At the same time, Moody's assigned a B3, LGD4, 53% rating to the
proposed $225 million senior unsecured notes to be issued by ALY.
Proceeds from the notes will be used to refinance a portion of the
$300 million senior unsecured bridge loan the company used to
finance the cash portion of its acquisition of Oil & Gas Rental
Services Inc.

The OGR acquisition, which closed on Dec. 18, 2006, was for
$291 million in cash and 3.2 million shares of ALY's common stock.
ALY anticipates issuing 4.5 million shares of common stock to
refinance the remainder of the $300 million bridge loan.

The review for possible upgrade reflects:

   -- the company's strong financial performance, particularly,
      its acquired companies having success in meeting forecasted
      expectations; and,

   -- its increased scale and diversification, both by product
      line and geographically, which has been primarily achieved
      through acquisitions.

The ratings will likely be upgraded to B2 if:

   -- ALY successfully completes its planned equity offering and
      de-leveraging, which will provide a degree of financial
      cushion supportive of a higher rating in light of the
      expectation that management will continue to be acquisitive
      and the potential for a cyclical slowdown over the near to
      medium term;

   -- Moody's sector outlook at the time remains adequate; and,

   -- a review of the company's year-end 2006 audited financial
      statements raises no unanticipated issues.

Historically robust industry fundamentals and ALY's success thus
far in integrating its acquisitions have resulted in the company
generating strong financial results commensurate with forecasts.
ALY generated pro-forma EBITDA of $158 million over the last
twelve months ending Sept. 30, 2006, with EBITDA margins of
approximately 34%, which compares favorably to its higher rated
peers and represents substantial growth versus pro-forma EBITDA
levels of $38 million for the prior year period.

Management's growth strategy has expanded the company's product
and service capabilities, enhanced its market positions in several
of its product lines, increased its geographic diversification,
and provided for greater economies of scale.  The OGR acquisition,
in particular, strengthens ALY's market position in the domestic
rental tools markets, further diversifies its revenues into the
Gulf of Mexico, both on the shelf and deepwater, and provides the
company with organic growth opportunities.

Given the risks associated with ALY's aggressive acquisition
strategy and the possibility that the company could be facing a
sector softening during the course of 2007 and into 2008, Moody's
believes that a material degree of common equity funding is
required before a higher rating can be achieved.  Moody's expects
that ALY will remain acquisitive, which could result in increased
leverage levels.  While management has stated that it intends to
issue equity to fund a meaningful portion of material
acquisitions, equity market access may not be as supportive during
weaker points in the cycle.

The B3 rating on the unsecured notes reflects an LGD4 loss given
default assessment as secured debt represents only a moderate
amount of the company's total capital structure.  The unsecured
notes are contractually subordinated to the company's $25 million
secured bank credit facility, under which all domestic assets are
pledged.  The notes are guaranteed by ALY's current and future
domestic subsidiaries but not its Argentine-based drilling
subsidiary DLS Drilling Logistics and Services Corporation;
however, debt at DLS is expected to remain modest.  The indenture
limits debt at foreign subsidiaries to 15% of tangible assets.
Pro-forma for the new notes, ALY will have zero drawings under its
$25 million secured bank credit facility, $480 million in senior
notes, $8 million of bank debt at DLS, and approximately $6
million of existing private debt.

Moody's placed these ratings of ALY on review for possible
upgrade:

   -- B3 Corporate Family Rating;

   -- B3 Probability of Default Rating;

   -- B3, LGD4, 53%, changed from 54% rated $255 million senior
      unsecured notes due 2014; and,

   -- B3, LGD4, 53% rated $225 million senior unsecured notes due
      2017.

The company's SGL-2 speculative grade liquidity rating was not
affected by the rating actions.

Allis-Chalmers Energy, Inc. is headquartered in Houston, Texas.


ALPHA NATURAL: Buys 77.5% Stake in Lime-Manufacturing Venture
-------------------------------------------------------------
Alpha Natural Resources, Inc. has acquired a 77.5% interest in
Gallatin Materials LLC, a lime-manufacturing venture near
Cincinnati, Ohio.

Based in Verona, Kentucky, Gallatin plans to construct two rotary
pre-heater limekilns that will produce more than 500,000 tons of
high calcium lime per year.  The first coal-fired kiln is expected
to begin operating in late 2007, with approximately 260,000 tons
of lime production planned for the following year, while the
second kiln would come on line in 2009.

The lime will be sold to coal-burning utilities as a scrubbing
agent for removing sulfur dioxide from flue gas, helping them meet
increasingly stringent air quality standards under the federal
Clean Air Act.  Lime will also be sold to steel producers for use
as flux in electric arc and basic oxygen furnaces.  Other markets
include municipal water treatment and construction site soil
stabilization.

Customer commitments have been obtained for approximately three-
fourths of planned lime production from the first kiln through
2012.

"This is a great opportunity for Alpha to extend the material
supply services we provide to our traditional base of utility and
steel customers, beyond coal," said Michael Quillen, Alpha's
chairman and CEO.  "The project economics are very attractive
while the risk to Alpha is limited.  It's a good way to get our
feet wet in a highly complementary business."

For its 77.5% interest in Gallatin, Alpha has agreed to
contribute $10.3 million to the venture and a $3.8 million
shareholder loan for the first phase of the $55 million
construction project, either from cash on hand or its revolving
credit facility.  For the project's second phase, Alpha has
agreed to contribute up to $5 million in 2008 in the form of a
shareholder loan.  The company also has agreed to furnish a
$2.6 million letter of credit to be drawn on only in the event of
cost overruns.  Additionally, Gallatin has secured a $20.6 million
non-recourse project financing commitment for the first phase of
the project from Nedbank Capital, a division of Nedbank Limited.

After accounting for minority interest, the project is expected to
be accretive to Alpha's earnings in 2008, when the first kiln is
fully operational, and is expected to contribute significantly to
net income and EBITDA when both kilns are fully operational in
2010.

The limekilns will be adjacent to an underground limestone mine
operated by Sterling Ventures LLC.  Sterling has undertaken an
investment to develop chemical stone to supply the kilns and has
entered into a 30-year supply relationship with Gallatin.

Alpha has two of three seats on Gallatin's board of directors and
has agreed to provide accounting and other services under a
management services agreement.  Day-to-day operations will be run
by a team with considerable expertise in the lime industry, led by
CEO John Tangney, who has more than 25 years of mining and
minerals experience.

Palladian Holdings LLC, Alpha's newly created subsidiary, holds
the equity interest in Gallatin as well as other potential non-
coal assets acquired in the future.

                  About Alpha Natural Resources

Headquartered in Abingdon, Virginia, Alpha Natural Resources, LLC,
(NYSE: ANR) -- http://www.alphanr.com/-- is engaged in the mining
and marketing of steam and metallurgical coal.  The company also
supplies Appalachian coal to electric utilities and steel
producers.  Alpha and its subsidiaries currently operate mining
complexes in four states, consisting of 66 mines feeding 11 coal
preparation and blending plants.  The company and its subsidiaries
employ more than 3,500 people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 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 B1 Corporate Family Rating for Alpha
Natural Resources LLC.


AIRLIE CLO: Moody's Rates $19 Mil. Class D Secured Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Airlie CLO 2006-II Ltd.:

   -- Aaa to $320,500,000 Class A-1 Senior Secured Floating Rate
      Notes, due Dec. 20, 2020;

   -- Aa2 to $24,750,000 Class A-2 Senior Secured Floating Rate
      Notes, due Dec. 20, 2020;

   -- A2 to $25,000,000 Class B Senior Secured Deferrable
      Floating Rate Notes, due Dec. 20, 2020;

   -- Baa2 to $20,250,000 Class C Senior Secured Deferrable
      Floating Rate Notes, due Dec. 20, 2020;

   -- Ba2 to $19,000,000 Class D Secured Deferrable Floating
      Rate Notes, due Dec. 20, 2020; and

   -- Baa2 to $3,400,000 Composite Notes, due Dec. 20, 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the
Composite Notes addresses only the ultimate receipt of the "Rated
Balance".

Moody's also analyzed the risk of diminishment of cashflows from
the underlying collateral portfolio -- which consists primarily of
speculative-grade senior secured loans - due to defaults, the
characteristics of these assets, and the safety of the
transaction's structure.

Airlie CDO Capital Management, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


ALERIS INTERNATIONAL: TPG Completes $3.3 Billion Acquisition
------------------------------------------------------------
Affiliates of Texas Pacific Group completed the acquisition of
Aleris International Inc.

As reported in the Troubled Company Reporter on Aug. 9, 2006,
Aleris entered into a definitive merger agreement, under which
Texas Pacific Group will acquire all of the outstanding stock of
Aleris International for approximately $1.7 billion plus the
assumption of or repayment of approximately $1.6 billion of debt.
The company's stockholders will receive $52.50 in cash for each
share of Aleris common stock.

Steve Demetriou, chairman and chief executive officer, said, "We
are very pleased to complete this transaction with TPG which has
created significant value for shareholders while positioning
Aleris with a partner committed to our continued growth as a
private company."

The company's common stock will cease trading on the New York
Stock Exchange and will be delisted.  As soon as practicable, a
paying agent appointed by TPG will send information to all company
stockholders of record, explaining how they can surrender company
stock in exchange for $52.50 per share in cash without interest.
Stockholders of record should await this information before
surrendering their shares.

Stockholders who hold shares through a bank or broker will not
have to take any action to have their shares converted into cash
because the conversions will be handled by the bank or broker.

                           About TPG

Texas Pacific Group -- http://www.tpg.com-- is a private
investment partnership, which currently has more than $30 billion
of assets under management.  With offices in San Francisco,
London, Hong Kong, Fort Worth and other locations globally, TPG
has extensive experience with global public and private
investments executed through leveraged buyouts, recapitalizations,
spinouts, joint ventures and restructurings.

                   About Aleris International

Headquartered in Beachwood, Ohio, Aleris International, Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled
aluminum products and is a global leader in aluminum recycling and
the production of specification alloys.  The company also
manufactures value-added zinc products that include zinc oxide,
zinc dust and zinc metal.  The Company operates 42 production
facilities in the United States, Brazil, Germany, Mexico and
Wales, and employs approximately 4,200 employees.

                        *    *    *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' loan and '2'
recovery ratings on the senior secured first-lien term loan of
Aleris International Inc., after the report that the company
increased the term loan by $125 million.  With the add-on, the
total amount of the facility is now $1.23 billion.


ALION SCIENCE: S&P Junks Rating on Proposed $200 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
McLean, Virginia-based Alion Science and Technology Corp.'s
proposed $200 million senior unsecured notes due 2014.
Existing ratings on the company, including the 'B' corporate
credit rating, were affirmed.

The rating outlook is stable.

Proceeds from the proposed senior unsecured notes will be used to
refinance Alion's $170 million bridge loan and to repay a portion
of the senior secured term loan.  Standard & Poor's ratings
affirmation reflects the fact that this transaction is strictly a
refinancing, and does not meaningfully impact Alion's financial
profile.  Operating lease-adjusted total debt to EBITDA
remains in the mid-to-high 7x area following recent aggressive
acquisition activity.

"The 'B' rating reflects Alion's second-tier position in the
highly competitive and consolidating government IT services
market, an acquisitive growth strategy, and high debt leverage,"
said Standard & Poor's credit analyst Ben Bubeck.

"A predictable revenue stream based upon a strong backlog and the
expectation that the government IT services sector will continue
to grow over the intermediate term are partial offsets to these
factors."

Alion is an R&D, engineering, and information technology company
that provides services and communications solutions primarily to
the federal government.  After the proposed debt financing, Alion
will have approximately $630 million in total operating
lease-adjusted debt, including redeemable common stock warrants.


BACCHUS 2006-1: Moody's Rates $12MM Cl. E Deferrable Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Bacchus 2006-1 Ltd.:

   -- Aaa to $252,750,000 Class A Senior Secured Floating Rate
      Notes due 2019;

   -- Aaa to $3,500,000 Class X Senior Secured Notes due 2011;

   -- Aa2 to $18,000,000 Class B Second Priority Floating Rate
      Notes due 2019;

   -- A2 to $28,000,000 Class C Third Priority Deferrable
      Floating Rate Notes due 2019;

   -- Baa2 to $12,750,000 Class D Fourth Priority Deferrable
      Floating Rate Notes due 2019;

   -- Ba2 to $12,000,000 Class E Fifth Priority Deferrable
      Floating Rate Notes due 2019;

   -- Baa3 to $15,250,000 Class I Combination Notes due 2019; and

   -- Baa3 to $15,000,000 Class II Combination Notes due 2019.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The rating on the Class I
Combination Notes addresses the ultimate receipt of interest at a
rate of 0.30% and the initial principal balance and is based on
the expected loss posed to holders of the Class I Combination
Notes relative to the promise of receiving the present value of
such interest amount and the initial principal balance.  The
rating on the Class II Combination Notes addresses solely the
ultimate receipt of the initial principal amount of the Class II
Combination Notes and is based on the expected loss posed to
holders of such notes relative to the premise of receiving the
present value of such payment.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Secured
Loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

IKB Capital Corporation will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


BROOKLYN HOSPITAL: Court Extends Plan Filing Period to March 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended until March 27, 2007, the period within which The
Brooklyn Hospital Center and Caledonian Health Center Inc. can
exclusively file a chapter 11 plan of reorganization.

The Court also extended the Debtors' exclusive period to solicit
acceptances of that plan to May 23, 2007.

The Debtors inform the Court that they have made substantial
progress towards stabilizing their operations and developing a
strategy to emerge from bankruptcy.  In addition, the Debtors made
discussions with the Committee in connection with their plan of
reorganization.

According to the Debtors, they have taken steps to start
implementing ways of their exit strategy, which includes the
selection of appraiser to value certain of their real estate
assets and to commence talks with certain potential lenders
relating to exit financing.

The extension, the Debtors say, will allow them to resolve complex
issues and provide them more time to negotiate, develop, and
consummate a consensual plan of reorganization.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org/-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  Glenn B.
Rice, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  Mark
Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Hires Newmark & Co. as Real Estate Broker
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave The Brooklyn Hospital Center and Caledonian Health Center
Inc. permission to employ Newmark & Company Real Estate Inc. dba
Newmark Knight Frask, as its real estate broker, nunc pro tunc to
Dec. 12, 2006.

The firm is expected to:

     a) develop offers or inquiries regarding the property; and

     b) canvas, solicit, advertise, and otherwise employ its
        services to bring about the sale of the property.

The Debtor will pay the firm a 2% commission of the purchase price
of the property.  The Debtor will also reimburse the firm for any
cost that it incurs relating with advertising the property for
sale.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Brooklyn, New York, The Brooklyn Hospital
Center -- http://www.tbh.org/-- provides a variety of inpatient
and outpatient services and education programs to improve
the well being of its community.  The Debtor, together with
Caledonian Health Center, Inc., filed for chapter 11 protection on
Sept. 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M.
Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
Glenn B. Rice, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., represents the Official Committee of Unsecured Creditors.
Mark Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.


CABLEVISION SYSTEMS: Rejects Dolans' $8.9 Billion Buyout Offer
--------------------------------------------------------------
Cablevision Systems Corporation's Board of Special Committee has
rejected Dolan family's $8.9 billion buyout bid saying the offer
is "inadequate," Peter Grant of The Wall Street Journal reports.

In a letter sent to the Dolans, the committee said that
Cablevision has a "leading presence in some of the country's most
attractive markets."  The panel also noted that the company is
well positioned to address the competitive challenges that exist
and to capitalize on and benefit from its position in the
marketplace.

In a previous report, WSJ relates that the company received an
offer of $30 per share from the Dolans, an 11% increase over their
27% bid in October.  The Dolan family raised its bid from $1
billion to $8.9 billion saying it was "the best and final offer,"
WSJ said.

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Dolan Family Group is offering to acquire, at $27 per share, all
outstanding shares of the company's common stock.

Charles and James Dolan believed their offer is fair to and in the
best interests of the company and its public stockholders and that
the public stockholders will find their offer attractive because:

   * The offer price represents a premium of 17% over the average
     closing price of the Company's Class A common stock for the
     past ten trading days, which follows substantial price
     appreciation in recent months.

   * The offer price represents an 11.3% premium to the 52-week
     high closing price for the Company's Class A common stock.

   * The offer price is 14.9% higher than the 2005 proposal, as
     valued by the Dolan Family Group at the time and when
     adjusted for the $10 per share special dividend paid in
     April 2006.

   * The all cash nature of the consideration provides value
     certainty.

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

                          *     *     *

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


CABLEVISION SYSTEMS: Extends Offer of 6-3/4% Sr. Notes to Feb. 20
-----------------------------------------------------------------
CSC Holdings Inc., a subsidiary of Cablevision Systems
Corporation, will extend until Feb. 20, 2007, at 5:00 P.M., New
York City time, its offer to exchange up to $500 million aggregate
principal amount of its 6-3/4% Senior Notes due 2012, which were
initially issued and sold in a private placement in April 2004,
for an equal aggregate amount of its registered 6-3/4% Series B
Senior Notes due 2012.

Before this extension, the exchange offer was scheduled to expire
at 5:00 P.M., New York City time, on Jan. 16, 2007.  As of 5:00
P.M., New York City time, on Jan. 12, 2007, $406,956,000 of the
old notes had been tendered for exchange.

Except for the extension of the expiration date, all of the other
terms of the exchange offer remain as set forth in the exchange
offer prospectus dated July 18, 2006.

Any holder of the old notes who would like to obtain copies of the
exchange offer prospectus and related documents, or who has
questions regarding the exchange offer, should contact CSC
Holdings Inc.'s exchange agent, The Bank of New York, at (212)
815-3750.

                      About CSC Holdings Inc.

CSC Holdings Inc. (NYSE: CVC) -- http://www.cablevision.com/-- is
a subsidiary of Cablevision Systems Corporation, one of the
nation's leading entertainment and telecommunications companies.
Cablevision's cable television operations serve more than 3
million households in the New York metropolitan area.  The
company's advanced telecommunications offerings include its iO:
Interactive Optimum digital television, Optimum Online high-speed
Internet, Optimum Voice digital voice-over-cable, and its Optimum
Lightpath integrated business communications services.

                  About Cablevision Systems Corp.

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

                           *     *     *

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


CALDECOTT CDO: Moody's Rates $8.5 Million Class F Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Caldecott CDO 1, Ltd.:

   -- Aaa to $200,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2048;

   -- Aaa to $125,000,00 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2048;

   -- Aaa to $65,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2048;

   -- Aa2 to $40,500,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes Due 2048;

   -- A2 to $16,500,000 Class C Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048;

   -- Baa2 to $18,000,000 Class D Sixth Priority Mezzanine
      Secured Deferrable Floating Rate Notes Due 2048;

   -- Baa3 to $10,500,000 Class E Seventh Priority Mezzanine
      Secured Deferrable Floating Rate Notes Due 2048; and,

   -- Ba1 to $8,500,000 Class F Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of RMBS Securities, CMBS
Securities, CDO Obligations and other Asset-Backed Securities and
Related Synthetic Securities due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

Seneca Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CASCADES INC: DBRS Changes Trend on BB (High) Rated Senior Debt
---------------------------------------------------------------
Dominion Bond Rating Service released a report that supports
the recent downgrade of Cascades Inc.'s Senior Unsecured Debt
rating to BB (high) from BBB (low) on Dec. 15, 2006.  The trend
was changed to Stable from Negative.  The rating action followed a
full review of Cascades' acquisition of the outstanding 50%
interest in Norampac Inc., which was reported on Dec. 5, 2006.

Cascades' credit metrics were considered aggressive for an
investment grade rating prior to the acquisition and have further
weakened with the increase in debt.  In addition, challenging
industry conditions, including high input costs, relatively soft
demand and relative strength in the Canadian dollar, are expected
to persist.  As a result, Cascades credit profile is no longer
considered compatible for an investment grade rating.

On a pro forma basis, debt-to-capital increases to 59% and
cash flow-to-debt modestly declines to 0.13, which includes
50% of Norampac's outstanding debt and $310 million in debt
financing.  The impact on Cascades' financial profile is
relatively modest, particularly given the Company's decision
to increase the equity-funded share of the $560 million
transaction to $250 million.  However, an improvement in
Cascades credit metrics to levels considered more appropriate
for an investment grade rating is unlikely over the near term.

The acquisition of the remaining 50% equity interest in Norampac
has strengthened Cascades' business profile.  Positive attributes
of the transaction include an increased presence in the packaging
sector, which has historically generated relatively stable
earnings at Norampac, and a more balanced mix of revenue.  The
Company will now have access to Norampac's cash flow, which will
help to reduce the Company's debt load.  In addition, packaging
industry capacity curtailments have been implemented and are
expected to support price increases.  Cascades is expected to
generate modest earnings growth over the near to medium term,
despite industry challenges, which largely underpins the Stable
trend.


CASCADES INC: Norampac Deal Cues S&P to Hold BB Rated Corp. Credit
------------------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on Cascades
Inc. and Norampac Inc. from CreditWatch with negative
implications, where they were placed Dec. 6, 2006.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate credit rating on Kingsey Falls, Quebec-based Cascades
after reviewing the effects of the company's acquisition of the
remaining 50% of Norampac that it did not previously own.

The outlook is stable.

Standard & Poor's also assigned its 'BB+' secured debt rating to
Cascades' new CDN$650 million revolving credit facility and
CDN$100 million term loan, with a recovery rating of '1',
indicating an expectation of 100% recovery of principal in a
default scenario.  In addition, the rating on Norampac's
US$250 million 6.75% senior notes due 2013 was lowered to 'BB-'
from 'BB+', as the obligations now rank alongside Cascades'
unsecured obligations, which are also affirmed at 'BB-'.  Finally,
the corporate credit rating on Norampac was withdrawn after the
company was amalgamated into Cascades.

"The ratings on Cascades reflect the company's weak, but
improving, earnings; aggressive debt leverage; and exposure to
cyclical forest product pricing," said Standard & Poor's credit
analyst Donald Marleau.

These weaknesses are offset by the company's good diversity of
revenue streams and more stable earnings than most of its forest
products peers.

"The acquisition of Norampac improves the company's business risk
profile by giving it full access to Norampac's fairly stable
stream of operating income, rather than the less predictable
residual equity distributions it has received in recent
years," Mr. Marleau added.

Cascades issued CDN$250 million of equity to fund the
CDN$560 million acquisition, thereby increasing its debt leverage
only modestly.  Despite persistently high energy costs and the
strength of the Canadian dollar, Cascades improved its credit
measures in the past year in contrast with many of its
competitors.  The company benefits from good product diversity
among various packaging businesses and tissue, with operations in
Canada, the U.S., and, to a lesser extent, Europe.

The financial performance of both Cascades and Norampac has
improved in recent quarters, as the companies have taken several
measures to reduce costs and close unprofitable assets.  Overall,
Cascades' consolidated revenues are more stable than most of its
forest products peers, owing to steady demand growth and higher
degrees of concentration in the paper packaging and tissue
segments, which combine to contribute to less volatile commodity
prices.
The stable outlook reflects the expectation that Cascades' credit
profile will continue to improve modestly in the near term, as
commodity pricing and margin pressure from energy costs and a
higher Canadian dollar subside.  Nevertheless, the company's
credit metrics remain weak, and the ratings or outlook could be
pressured in the absence of a sustained improvement in
profitability and debt reduction in 2007.


CE GENERATION: Fitch Lifts Rating on $400 Million Bonds to BB+
--------------------------------------------------------------
Fitch Ratings has upgraded to 'BB+' from 'BB' the rating of CE
Generation LLC's $400 million secured bonds due 2018 as a result
of the extension of the fixed-price period for short-run-avoided-
cost with Southern California Edison, the purchaser of a
significant portion of CE Generation's output.

The extension of the fixed-price period through 2012 greatly
stabilizes cash flows during the period.

CE Generation is a portfolio of ownership interests in ten
geothermal and three natural gas fired generation facilities.  The
ten geothermal facilities are separately encumbered with project-
level debt, as is one natural gas fired facility.  The two
remaining facilities are unencumbered at the project level. CE
Generation also receives fees for providing operating services to
the Saranac facility.  The project-level debt is structurally
senior to the CE Generation debt.

SRAC is a regulatory energy price typically indexed to the
prevailing natural gas price.  On May 30, 2006, Salton Sea and SCE
agreed to extend the SRAC fixed-price period through April 30,
2012; the California Public Utilities Commission granted full
approval on October 19, 2006.  Beginning May 1, 2007, Salton Sea
will receive 6.15 cents per kilowatt-hour, escalating 1% annually.
The new agreements will result in approximately
$86 million of incremental revenue over the five year period
compared to the current 5.37 cents earned per kilowatt-hour.

Prior to 2012, Fitch views CE Generation's credit profile as
stronger than typical for the rating category.  During this
period, CE Generation is expected to receive significant cash flow
from both Saranac and Salton Sea; distributions from Saranac alone
are adequate to cover CE Generation's debt service.  Fitch
believes it is unlikely that distributions from Saranac will be
trapped, as debt service coverage ratios at the project are
significantly above the distribution threshold.  Similarly, Fitch
believes that the fixed SRAC period largely mitigates a cash trap
at Salton Sea.  Consolidated DSCRs are expected to average
1.7x between 2007 and 2012.

The primary credit constraint is market exposure via SRAC pricing
following the end of the fixed-price period in 2012.  Fitch
expects distributions from Saranac to fall away as it begins
merchant operations, and that Salton Sea will eventually
constitute the vast majority of CE Generation's cash flow.  While
Fitch projects DSCRs could average approximately 4.7x at Salton
Sea and 2x at CE Generation on a consolidated basis after 2012,
sensitivity analysis demonstrates a vulnerability to low SRAC
prices.  Under Fitch's low natural gas price assumptions, DSCRs
could fall to less than 1.4x at CE Generation on a consolidated
basis.

Annual debt service of Salton Sea decreases from roughly
$42 million prior to 2010 to less than $25 million after 2012.
Similarly, annual consolidated debt service of CE Generation and
Salton Sea decreases from approximately $81 million prior to 2010
to less than $60 million after 2011.  This pattern of decreasing
debt service contributes significantly to the pattern of rising
DSCRS; Salton Sea's projected cashflows are relatively consistent
from year to year after 2009.


CENTRAL FREIGHT: Posts $10.4 Mil. Net Loss in Third Quarter 2006
----------------------------------------------------------------
Central Freight Lines Inc. reported a $10.4 million net loss on
$82.7 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $13.4 million net loss on $94.34 million of
revenues for the third quarter ended Oct. 1, 2005.

The net loss of $13.4 million in the fiscal 2005 quarter included
a $4.3 million non-cash impairment charge and a related
$1.7 million income tax benefit to write off all goodwill
associated with prior acquisitions.

The increase in net loss, excluding the non-cash impairment charge
and related tax benefit, resulted primarily from a 12.3% decline
in operating revenues offset by a 15.7% decrease in operating
costs.

Approximately $3 million of the total revenue decrease was due to
reduced business from Dell, a former customer.  Total tonnage
decreased 50.8 thousand tons, or 11.1%, from 456.2 thousand tons
in the 2005 quarter to 405.4 thousand tons in the 2006 quarter.
The average length of haul declined by 2.4% from 494 miles in the
2005 quarter to 482 miles in the third quarter of 2006.

At Sept. 30, 2006, the company's balance sheet showed
$143.9 million in total assets, $123.8 million in total
liabilities, and $20.1 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $51.2 million in total current assets
available to pay $72.5 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?1891

                 Investing and Financing Activities

Net cash provided by investing activities was approximately
$14.4 million and $7.7 million for the nine months ended Sept. 30,
2006, and Oct. 1, 2005, respectively.  In the 2006 period, the
company sold four terminals and revenue equipment and recorded
proceeds of approximately $15.7 million.

Net cash used in financing activities, for the nine months ended
Sept. 30, 2006, was approximately $7.3 million primarily due to
the pay off a mortgage on the Portland, Oregon terminal of $4.7
million.  Net cash used in financing activities amounted to $4.1
million for the nine months ended Oct. 1, 2005.

               Merger with North American Truck Lines

On Nov. 21, 2006, the stockholders of Central Freight Lines Inc.
approved the merger of the company with North American Truck Lines
LLC and Green Acquisition Company.   Under the Merger Agreement,
Green will merge with and into Central, with the company
continuing as the surviving corporation.   North American and
Green are controlled by Jerry Moyes, the company's former chairman
of the board, with Green being a wholly owned subsidiary of North
American.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
McGladrey & Pullen LLP, in Dallas, Texas, raised substantial doubt
about Central Freight Lines Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses from operations and negative
working capital.

                          *     *     *

Based in Waco, Texas, Central Freight Lines, Inc. (Nasdaq: CENF)
-- http://www.centralfreight.com/-- is a less than truckload
carrier specializing in regional overnight and second day markets
in the Midwest, Southwest, West Coast, and Pacific Northwest.
Utilizing marketing alliances, Central also provides service to
the Great Lakes, Southeast, Mexico and Canada.


CIFC FUNDING: Moody's Rates $25 Million Class B-2L Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by CIFC Funding 2006-II, Ltd.:

   -- Aaa to the $65,000,000 Class A-1L Floating Rate Notes Due
      March 2021;

   -- Aaa to the $260,000,000 Class A-1LAt Floating Rate Notes
      Due March 2021;

   -- Aaa to the $100,000,000 Class A-1LAr Variable Funding Notes
      Due March 2021;

   -- Aa1 to the $40,000,000 Class A-1LB Floating Rate Notes Due
      March 2021;

   -- Aa2 to the $35,000,000 Class A-2L Floating Rate Notes Due
      March 2021;

   -- A2 to the $36,000,000 Class A-3L Floating Rate Notes Due
      March 2021;

   -- Baa2 to the $23,000,000 Class B-1L Floating Rate Notes Due
      March 2021; and,

   -- Ba2 to the $25,000,000 Class B-2L Floating Rate Notes Due
      March 2021.

Moody's has also assigned the rating of Baa2 to the $20,000,000
Class I Combination Notes Due March 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The ratings reflect the risks due
to the diminishment of cash flow from the underlying portfolio due
to defaults, the transaction's legal structure and the
characteristics of the underlying assets, consisting primarily of
senior secured loans.  The rating assigned to the Combination
Notes only addresses the ultimate return of the Rated Balance.

Commercial Industrial Finance Corp. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CINRAM INTERNATIONAL: Board Appoints J. Bruce Terry as Trustee
--------------------------------------------------------------
The Board of Trustees of Cinram International Income Fund
appointed J. Bruce Terry as a trustee.

"We are very pleased to welcome Mr. Terry to our Board," Henri A.
Aboutboul, chairman of the Board of Trustees, said.  "His broad-
based strategic, financial, operating and business development
experience as well as his intimate knowledge of the packaged goods
industry will be a valuable asset to our Board."

J. Bruce Terry is executive vice president and chief financial
officer for Sobeys Inc., a Canadian grocery retailer and food
distributor.  Prior to joining Sobeys Inc. in January 2005,
Mr. Terry held senior positions with domestic and international
businesses including McCain Foods Limited, Shoppers Drug Mart,
Tricaster Management Inc., Gulf Canada Corporation, Imperial Oil
Limited and Marsh Canada.  During his 24-year career, Mr. Terry
has overseen the establishment and growth of domestic and
international operations for treasury, accounting, corporate
finance, taxation, risk management, legal, information systems and
technology, internal audit, planning and strategy.

Mr. Terry has an MBA from The University of British Columbia, an
Honours BA in Economics from York University and is a member of
the Sauder School of Business Advisory Board, the C.D. Howe
Institute and the Marsh Canada Advisory Board.

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services revised its outlook on Cinram
International Inc., a wholly owned indirect subsidiary of Cinram
International Income Fund, to negative from stable.

At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating and its 'BB-' bank loan rating, with a
recovery rating of '4', on Cinram.

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service assigned a definitive B1 senior secured
rating to the $825 million credit facility of Cinram International
Inc. removing the provisional status from this rating.  Cinram's
Corporate Family Rating is B1 and the outlook is stable.

In connection with Moody's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology for the U.S.
manufacturing sector, the rating agency confirmed its B1 Corporate
Family Rating for Cinram International, as well as its B1 rating
on the company's $675 million Senior Secured Term Loan.  The
debentures were assigned an LGD3 rating suggesting creditors will
experience a 32% loss in the event of default.


CLADDAGH PUBS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Claddagh Pubs, LLC
        585 South Front Street
        Columbus, OH 43215

Bankruptcy Case No.: 07-30134

Debtor-affiliates filing separate chapter 11 petitions on
January 10, 2007:

      Entity                                     Case No.
      ------                                     --------
      Claddagh Pubs of South Side Words, LLC     07-30114
      Claddagh Pubs at the Precedent, LLC        07-30113
      Claddagh Pubs of Plainfield, LLC           07-30118
      Claddagh Pubs of Franklin Park, LLC        07-30115
      Claddagh Pubs of College Park, LLC         07-30120
      Claddagh Pubs of Algonquin, LLC            07-30119
      Claddagh Pubs of Westlake, LLC             07-30117

Type of Business: The Debtor operates a number of
                  Irish-themed pubs and restaurants.
                  See http://www.claddaghirishpubs.com/
                  and http://www.thecladdaghpub.com/

Chapter 11 Petition Date: January 11, 2007

Court: Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtors' Counsel: Richard D. Nelson, Esq.
                  Cohen, Todd, Kite & Stanford, LLC
                  250 East Fifth Street, Suite 1200
                  Cincinnati, OH 45202-4139
                  Tel: (513) 333-5255
                  Fax: (513) 241-4490

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Gordon Food Service                Business Debt       $2,119,654
Payment Processing Center
Department CH 10490
Palatine, IL 60055-0490

Simmons & Simmons, LLC             Business Debt         $748,984
c/o Dave Simmons
2410 Gilbert Avenue
Cincinnati, OH 45206

Wasserstrom Company                Business Debt         $149,300
477 South Front Street
Columbus, OH 43215

Ulmer & Berne, LLP                 Business Debt         $119,469
600 Vine Street, Suite 2800
Cincinnati, OH 45202-2409

Metropolis, LLC                    Business Debt         $111,676
5252 East 82nd Street, Suite 300
Indianapolis, IN 46250

Queensgate                         Business Debt         $100,035

Penn Center Management Corp.       Business Debt          $88,393

Cuyahoga County Treasurer          Business Debt          $79,804

Capella Investments                Business Debt          $75,228

DesignPlan, Inc.                   Business Debt          $69,717

Algonquin Commons                  Business Debt          $67,773

Midwest POS Solutions              Business Debt          $58,749

Deerfield Towne Center             Business Debt          $58,159
Holding Co.

Westfield Franklin Park            Business Debt          $52,805

Rack Draft Services                Business Debt          $52,311

Greenway Center, LLC               Business Debt          $49,510

Hylant Group                       Business Debt          $46,957

Fire & Electrical Services, Inc.   Business Debt          $45,253

Integrated Sign                    Business Debt          $41,223

Kinzelmann, Kline, Gossman         Business Debt          $38,265


CLEAN HARBORS: Wants Court Approval on Heller Draper as Counsel
---------------------------------------------------------------
Clean Harbors Plaquemine LLC asks the U.S. Bankruptcy Court for
the Middle District of Louisiana for permission to employ Heller,
Draper, Hayden, Patrick & Horn, L.L.C., as its bankruptcy counsel.

Heller Draper will:

    a. advise the Debtor with respect to their rights, powers and
       duties as debtor and debtor-in-possession in the continued
       operation and management of its 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 reviewing all
       financial and other reports to be filed;

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

    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 the Debtor concerning and assisting in the
       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 taking
       such action as may be necessary to collect, income and
       assets in accordance with 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 Debtor 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. perform all other legal services for the Debtor which
       may be necessary and proper in this proceeding.

William H. Patrick, Esq., a member of Heller Draper, tells the
Court that attorneys at the firm bill between $225 to $350 per
hour while paralegals bill between $60 to $95 per hour.  Mr.
Patrick discloses that the firm received a $150,000 retainer from
the Debtor.

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.

Headquartered in Norwell, Massachusetts, Clean Harbors Plaquemine
LLC operates a deep injection hazardous waste facility.  The
company is a subsidiary of Clean Harbors Inc.  Clean Harbors
Plaquemine filed for chapter 11 protection on Oct. 17, 2006
(Bankr. D. Mass. Case No. 06 13728).  On. Dec. 21, 2006, the
Massachusetts bankruptcy court ordered the case transferred.  The
Debtor's case was docketed on Jan. 9, 2007 (Bankr. M.D. La.
Case No. 07-10019).  The Debtor's schedules showed $2,717,549 in
total assets and $129,505,369 in total debts.


COPPER RIVER: Moody's Rates $23 Mil. Class E Secured Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Copper River CLO Ltd.:

   -- Aaa to $137,670,000 Class A-1A Senior Secured Floating Rate
      Notes Due 2021;

   -- Aaa to $180,000,000 Class A-1B Senior Secured Delay Settle
      Floating Rate Notes Due 2021;

   -- Aaa to $165,000,000 Class A-2A Senior Secured Floating Rate
      Notes Due 2021;

   -- Aa1 to $18,330,000 Class A-2B Senior Secured Floating Rate
      Notes Due 2021;

   -- Aa2 to $49,000,000 Class B Senior Secured Floating Rate
      Notes Due 2021;

   -- A2 to $47,600,000 Class C Secured Deferrable Floating Rate
      Notes Due 2021;

   -- Baa2 to $35,000,000 Class D Secured Deferrable Floating
      Rate Notes Due 2021; and

   -- Ba2 to $23,800,000 Class E Secured Deferrable Floating Rate
      Notes Due 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Senior
Secured Loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Guggenheim Investment Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


DAIMLERCHRYSLER: Chrysler Certified Pre-Owned Vehicles Sales Up 8%
------------------------------------------------------------------
Securing its position as the fastest growing certified used
vehicle brand since 2002, DaimlerChrysler AG's Chrysler Group
reported that its Five Star dealers sold a new year-to-date sales
record of 116,604 Certified Pre-Owned Vehicles in 2006, an 8%
increase above 2005 sales.  Chrysler Group continues to outpace
the CPOV segment, which increased sales 2% for the year.

Chrysler Group fourth quarter sales also rose 4% to 28,122 units,
surpassing the fourth quarter sales record set in 2005.  Compared
against a record month of 10,441 units in December 2005, CPOV
sales fell 10% to 9,350 units in December 2006, which was still
the third best December in the company's CPOV brand's 5-year
history.

For the year, Chrysler brand sales were up 15% to 38,974 units.
Jeep(R) brand sales rose 17% to 28,054 units and Dodge brand sales
dipped 1% to 49,576 units.  Top-selling volume vehicles in 2006
were the Jeep Grand Cherokee (15,790 units), the Dodge Caravan and
Dodge Grand Caravan (13,367 units), and the Dodge Ram pickup truck
(10,393 units).

"Our Five Star dealers did an outstanding job of communicating the
consumer benefits of our Chrysler, Jeep, and Dodge CPOV program
and that was the reason for our record sales in 2006,"
DaimlerChrysler Motors Remarketing Director Peter Grady said.

Chrysler Group offers one of the most comprehensive Certified Pre-
owned Vehicle programs in the industry.  For a vehicle to be
certified under the Chrysler Group's used vehicle program, it must
be a 2003 through 2007 model pre-owned vehicle with less than
65,000 miles and pass a stringent 125-point inspection.  Chrysler
Group's CPO vehicles are backed by an 8-year/80,000-mile
powertrain limited warranty, a 3-month or 3,000-mile Maximum
Care(TM) warranty, 24-hour, 365-day full roadside assistance and a
$35 per day rental car allowance, in addition to a CARFAX Vehicle
History Report(TM), and Buyback Guarantee.

Marketed as "Brand Spankin' Used(TM)," Chrysler Group's CPO
vehicles are sold only through Chrysler, Jeep, and Dodge
dealerships, which have earned the automaker's Five Star
Certification.  Five Star Certification is a comprehensive
validation of the dealership's facilities, operational processes,
salesperson, and technician training accreditation as well as
customer satisfaction survey ratings.  Approximately 2,100
Chrysler Group dealerships in the U.S. are certified Five Star
dealers.

                       About DaimlerChrysler

Headquartered 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.


DAIMLERCHRYSLER: Truck Group Reports Record Sales in 2006
---------------------------------------------------------
DaimlerChrysler AG's Truck Group sold more trucks last year than
ever before.  At 537,000 units, truck sales by the company were
1.4% higher than in 2005 (529,500 units).

On the one hand, the DaimlerChrysler Truck Group could profit from
a high market level in the Triad, mainly caused by pre-buy effects
in response to new emissions limits in the U.S. and Japan.

On the other hand, the Truck Group's five brands offering a full
range of attractive models and innovative products such as the
Blue-Tec diesel system contributed to this success.

Sales development varied in the individual global markets.  Truck
Group sales increased in all of the triad markets, rising to
106,400 units in Western Europe (2005: 102,400), 187,800 units in
the NAFTA region (2005: 183,000,) and 71,100 units in Japan (2005:
59,200).  In South America, sales rose from 38,900 to 39,500
units.  In the remaining regions of the world, sales decreased due
to weaker markets to 132,200 units (2005: 146,100).

Andreas Renschler, DaimlerChrysler Board of Management member
responsible for the Truck Group & Buses, said: "The Truck Group
offers customer-focused products on all continents.  Throughout
the world, these products are the technological leaders in their
respective segments -- a fact that is also reflected in our sales
success."

Mr. Renschler continued: "As a result of cyclical and regulatory
developments, we expect the markets in NAFTA and Japan to weaken
significantly in 2007, while we anticipate that the demand in the
European markets will contract only slightly.  But because we are
focused on our core business and provide our customers excellent
products and services, we are well-equipped to handle this
challenge.  In addition, we expect the markets to recover in 2008
because new emissions regulations will probably lead to pre-buy
effects."

At 142,100 units, Trucks Europe/Latin America (Mercedes-Benz) sold
4.0% fewer vehicles than in the record year 2005 (148,000).  On
the other hand, sales were substantially above the previous year's
level in the core markets of Western Europe, particularly in
Germany.

The main factor for this success continued to be the company's
flagship truck, the Actros.  Sales of this truck totaled 59,700
units, thus matching the high level posted in 2005 (59,500).
Sales increases in Western and Eastern Europe were offset by
declines in regions such as the Middle East as well as by a
declining market in Brazil.

The Mercedes-Benz trucks equipped with environmentally friendly
Blue-Tec technology for meeting the Euro 4/5 emissions limits were
particularly successful in the market, with more than 28,000 units
sold in 2006.

A total of nearly 40,000 of these trucks have been sold since
Blue-Tec technology was introduced in early 2005.  In the summer
of 2006, Mercedes-Benz Trucks conducted an EU road show, during
which it successfully presented its Safety Truck to the media and
government officials in 12 major European cities.

The Safety Truck is fitted with all available series-produced
assistance and safety systems whose effectiveness has been
demonstrated in a large-scale trial for the insurance industry.
In addition, Mercedes-Benz rounded out its range of special
vehicles by introducing the new Unimog U20 at Hanover commercial
vehicle show in September 2006.

Last year, Trucks NAFTA increased sales by 2.8% to 208,300 units
(2005: 202,600).  Trucks NAFTA sells trucks from the Freightliner,
Sterling and Western Star brands, as well as Sprinter vans
(bearing the Freightliner and Dodge nameplate) and buses from
Thomas Built Buses.

In the NAFTA region, Freightliner maintained its market leadership
with Class 8 heavy-duty trucks and its number two position in the
segment for Class 5-7 medium-duty trucks.

The rapid development and market launch of the Sterling 360 in the
NAFTA region was possible as a result of the close cooperation
within the Truck Group.  The Sterling 360 is a light truck based
on the Mitsubishi Fuso Canter.  In 2006, Freightliner also
presented the prototype of a Business Class M2 medium-duty truck
with hybrid drivetrain.

The Truck Group plans to continue to promote the more widespread
use of hybrid commercial vehicles in the North American market.

Compared to the previous year, sales at Trucks Asia (encompassing
the Mitsubishi Fuso brand) increased by 4.3%, rising from 178,900
units to 186,600.

Now that the quality issues that predated DaimlerChrysler's share
acquisition in Mitsubishi Fuso have largely been resolved, the
company has been able to increase sales and market shares
especially in its core Japanese market.

"The hard work of the Fuso team and the consistent improvement in
quality have enabled us to regain our customers' trust," Mr.
Renschler said.

In addition, pre-buy effects in response to the upcoming Japan 05
emissions limit had a positive effect as well.  Although sales
outside of Japan decreased, the decrease was the result of a
decline in Fuso's largest export market, Indonesia.  In most other
export markets, Trucks Asia significantly increased sales.

In July 2006, Mitsubishi Fuso introduced in Tokyo the pioneering
Canter Eco Hybrid with superior environmental performance.  The
vehicle was first launched in the Japanese market.  As well, the
worldwide market launch of the new generation Canter with regular
diesel drive was also continued successfully throughout 2006.

                       About DaimlerChrysler

Headquartered 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: Kyocera Wants Stay Lifted to Exercise Setoff Rights
----------------------------------------------------------------
Kyocera Industrial Ceramics Corporation asks the Honorable Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District of
New York to modify the automatic stay in Delphi Corp. and its
debtor-affiliates' chapter 11 cases so that it may apply its
prepetition overpayment against its own prepetition claims for two
heaters.

Before the Debtors' bankruptcy filing, Kyocera sold various types
of ceramic heaters to Delphi Automotive Systems LLC.  The parties'
contractual relationship was evidenced by various purchase orders
that were in effect from time to time.

Pursuant to the Purchase Orders, Kyocera agreed to supply the
Debtors with 12-watt heaters with Part No. 25108420, and 18-watt
heaters with Part No. 25165124.

William Hawkins, Esq., at Loeb & Loeb LLP, in New York, relates
that typically, the Debtor communicate its need for Heaters
during upcoming periods by transmitting the relevant information
into the i-Supply service, a third-party supply chain application
that optimizes inventory and parts supply relationships.  Kyocera
Industrial would then access i-Supply and adjust its production
to meet the Debtor's demand.

The Debtors also prepare global forecasts compiled by Susann
Halverson at their Warren, Ohio plant.  The Halverson Forecasts
are prepared at Kyocera's request.

In early 2004, Kyocera noted a large discrepancy between the i-
Supply Forecasts and the Halverson Forecasts.  The Debtor advised
Kyocera that the only forecast it should reference is i-Supply.

Accordingly, at the Debtor's direction, Kyocera continued to rely
on the i-Supply Forecasts and produced 18-Watt Heaters.  However,
in June 2004, the Debtor's requirements for the 18-Watt Heaters
dropped dramatically -- from 12,000 units per week down to 2,000
units per week within a four-week period.

Kyocera warned the Debtors of the problem, Mr. Hawkins relates.
Still, the Debtor instructed Kyocera to ignore it.

As a result of the failure of the i-Supply Forecasts, Kyocera now
possesses an overstock inventory of 145,000 18-Watt Heaters,
according to Mr. Hawkins.

Based on the applicable costs of the 18-Watt Heaters and in its
reliance on the i-Supply Forecasts, Kyocera asserts that it holds
a $303,050 claim against the Debtor with respect to the
overproduction of the 18-Watt Heaters.

Kyocera has yet to receive payment for certain 12-Watt Heaters it
delivered to the Debtor, Mr. Hawkins adds.  On account of the 12-
Watt Heaters, Kyocera asserts that it possesses a $85,800 claim
against the Debtor.

Mr. Hawkins relates that on April 27, 2004, the Debtor made a
duplicate payment with respect to Invoice No. 3K3952200040211,
for 18-Watt Heaters amounting to $46,600.

In July 2006, Kyocera filed Claim No. 12530 for $311,830, which
consists of:

   * the 18-Watt Heaters Claim for $303,050, plus
   * the 12-Watt Heaters Claim for $85,800, minus
   * the application of the $46,600 Prepetition Overpayment and a
     postpetition payment totaling $30,420.

Mr. Hawkins argues that Kyocera has a valid right of setoff:

   -- Kyocera's claim arose prior to the Petition Date;
   -- Kyocera owes the Debtor a debt that arose prepetition; and
   -- Kyocera's debt to, and claim against, the Debtor are mutual
      obligations.

Even if it did not have a setoff right, Kyocera has a right of
recoupment with respect to the Prepetition Overpayment, Mr.
Hawkins maintains.  Equitable recoupment can be invoked when the
situation involves a credit and a debt arising out of a
transaction for the same goods and services, or arising out of
the same contract.

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: Mercedes-Benz Supports Extension of Exclusive Periods
------------------------------------------------------------------
Mercedes-Benz U.S. International Inc. asserts that Delphi Corp.
and its debtor-affiliates' extension request is warranted because
the Debtors have not been dragging in their reorganization process
as they have recently negotiated a means for emerging from Chapter
11, have set a reasonable timetable for doing so, and have
independent financial motivation for adhering to that timetable.

Mercedes-Benz adds that union issues alone justify the additional
time.

Furthermore, Mercedes-Benz points out that loss of exclusivity:

   -- might force the Debtors to file a plan prematurely
      resulting in inefficient negotiations; and

   -- might result in competing plans, which could escalate the
      costs and time required to resolve the proceedings
      geometrically.

As reported in the Troubled Company Reporter on Jan. 12, 207, the
Debtors asked the Court to further extend their:

   (a) exclusive period to file a plan of reorganization through
       July 31, 2007; and

   (b) exclusive period to solicit acceptances of that plan
       through Sept. 30, 2007.

                         Debtors' Response

The Debtors point out that only Highland Capital Management LP
opposed their extension request.  The Official Committee of
Unsecured Creditors and the Official Committee of Equity Security
Holders have both agreed that extension of the Debtors' exclusive
periods is necessary although the Creditors Committee believes
that only a 60-day extension is appropriate.

John Wm. Butler, Jr., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, asserts that as a would-be plan funder,
Highland's motives are obviously to distract the Plan Investors'
actions under the Framework Agreements so that it can obtain a
right to file its own plan.

The Debtors emphasize that they are not seeking further extension
of their exclusivity periods to pressure creditors to accede to
their demands.  During the past six months, the Debtors and their
professionals have consistently conferred with their
constituencies on all major matters and have resulted in the
framework discussions to find and implement a process to execute
their Transformation Plan, Mr. Butler relates.

The Debtors maintain that a six-month exclusivity extension is
consistent with the timeframe contemplated by the Framework
Agreements.  Furthermore, the fact that the Debtors now need to
reach an agreement with certain unions and General Motors only
highlights how important it is that exclusivity be extended for
an additional six months.

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).


DVI MEDICAL: Fitch Takes Actions on Various Loans
-------------------------------------------------
Fitch Ratings takes these actions on the long-term and Distressed
Recovery ratings for the DVI transactions listed below:

DVI Receivables X L.L.C., series 1999-2

   -- Class A-4 remains at 'CC'/DR lowered to 'DR4' from 'DR3';
      and,

   -- Classes B, C, D and E remain at 'C/DR6'.

DVI Receivables XI L.L.C., series 2000-1

   -- Class B notes lowered to 'C/DR6' from 'CC/DR5';
   -- Class A-4 remains at 'CCC/DR1'; and,
   -- Classes C, D and E remain at 'C/DR6'.

DVI Receivables XII L.L.C., series 2000-2

   -- Class A-4 remains at 'CCC/DR1';
   -- Class B remains at 'CC/DR4';
   -- Classes C and D remain at 'CC/DR5'; and,
   -- Class E remains at 'C'/DR lowered to 'DR6' from 'DR5'.

The ratings on these DVI transactions remain unchanged:

DVI Receivables VIII L.L.C., series 1999-1

   -- Class C remains at 'C/DR6';
   -- Class D remains at 'C/DR6'; and,
   -- Class E remains at 'C/DR6'.

DVI Receivables XIV L.L.C., series 2001-1

   -- Class A-4 remains at 'CC/DR1';
   -- Class B remains at 'CC/DR4';
   -- Class C remains at 'CC/DR5';
   -- Class D remains at 'CC/DR5'; and,
   -- Class E remains at 'C/DR5'.

DVI Receivables XVI L.L.C., series 2001-2

   -- Class A-3 remains at 'CC/DR2';
   -- Class A-4 remains at 'CC/DR2';
   -- Class B remains at 'C/DR6';
   -- Class C remains at 'C/DR6';
   -- Class D remains at 'C/DR6'; and,
   -- Class E remains at 'C/DR6'.

DVI Receivables XVII L.L.C., series 2002-1

   -- Class A-3a remains at 'CCC/DR3';
   -- Class A-3b remains at 'CCC/DR3';
   -- Class B remains at 'C/DR6';
   -- Class C remains at 'C/DR6';
   -- Class D remains at 'C/DR6'; and,
   -- Class E remains at 'C/DR6'.

DVI Receivables XVIII L.L.C., series 2002-2

   -- Class A-3a remains at 'CCC/DR1';
   -- Class A-3b remains at 'CCC/DR1';
   -- Class B remains at 'CC/DR4';
   -- Class C remains at 'CC/DR6';
   -- Class D remains at 'CC/DR6'; and,
   -- Class E remains at 'C/DR6'.

DVI Receivables XIX L.L.C., series 2003-1

   -- Class A-3a remains at 'CCC/DR2';
   -- Class A-3b remains at 'CCC/DR2';
   -- Class B remains at 'C/DR6';
   -- Class C-1 remains at 'C/DR6';
   -- Class C-2 remains at 'C/DR6';
   -- Class D-1 remains at 'C/DR6';
   -- Class D-2 remains at 'C/DR6';
   -- Class E-1 remains at 'C/DR6'; and,
   -- Class E-2 remains at 'C/DR6'.

Fitch's actions are based on continued loan performance
deterioration as reflected in the servicer reports for the period
ending Nov. 30, 2006.  While the rate of defaults has slowed since
distressed recovery ratings were assigned in April 2006, Fitch
noted an increase in delinquencies and losses in recent months for
several of the transactions.  In addition, the amount of potential
restructured contracts has decreased since Fitch's last rating
actions in April 2006.  Restructured contracts are contracts which
have the greatest amount of potential proceeds and are added back
to the collateral balance once the contract has been brought back
to current status.  Using assumptions consistent with historical
DVI securitization performance, Fitch ran a series of cash flow
runs for each transaction to determine the appropriate rating
movements, if any.

Fitch has had discussions with U.S. Bancorp Portfolio Services
which replaced DVI, Inc. as servicer for each of the
securitizations under the terms of each transaction's Contribution
and Servicing Agreements in February 2004.  Since taking over
servicing duties, USBPS has been successful in working out and
realizing recoveries on previously defaulted contracts.

Fitch will continue to closely monitor performance of the
transactions, will have regular contact with USBPS, and may raise,
lower or withdraw ratings as appropriate.

Fitch also affirmed various other transactions in its equipment
leasing ABS portfolio.


eROOMSYSTEM TECHNOLOGIES: Earns $28,905 in 2006 Third Quarter 2006
------------------------------------------------------------------
eRoomsystem Technologies Inc. reported $28,905 of net income on
$307,135 of total revenues for the quarter ended Sept. 30, 2006,
compared with a $42,714 net loss on $406,930 of total revenues for
the same period in 2005.

The decrease in revenue from revenue sharing arrangements and
maintenance fee revenues was due to the decreased number of units
in service.

The improved results of operations are mainly due to decreases in
selling, general and administrative expenses, and in interest
expense.

At Sept. 30, 2006, the company's balance sheet showed
$2.8 million in total assets, $149,650 in total liabilities, and
$2.6 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?1893

                       Going Concern Doubt

Hansen, Barnett & Maxwell P.C., in Salt Lake City, Utah, raised
substantial doubt about eRoomSystem's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditing firm
cited that the company had recurring losses from operations, and
that the net income earned for the years ended Dec. 31, 2005, and
2004 was derived primarily from non-recurring items consisting of
the sale of assets and proceeds from insurance.

                       About eRoomSystem

Based in Lakewood, New Jersey, eRoomSystem Technologies, Inc.
(OTCB: ERMS) -- http://www.eroomsystem.com/-- engages in the
development and installation of the eRoomSystem, an in-room
computer platform and communications network for the lodging and
hotel industry worldwide.  The eRoomSystem is a computerized
platform and processor-based system designed to collect and
control data in eRoomServ refreshment centers.


EAGLE BROADBAND: Posts $3.5MM Net Loss for 1st Qtr. Ended Nov. 30
-----------------------------------------------------------------
Eagle Broadband Inc. reported a $3.5 million net loss on $968,000
of sales for the first quarter ended Nov. 30, 2006, compared with
a $2.6 million net loss on $1.3 million of sales for the same
period in 2005.

Loss from continuing operations was approximately $2.5 million,
which is unchanged from the same period last year.  The higher net
loss was primarily due to $695,000 in interest expense, $392,000
of which was a non-cash charge, and other non-cash charges of
$303,000 related to the conversion provisions contained in the
company's debt instruments.

"While revenues for the quarter fell short of our goals, our
continued efforts to reduce costs resulted in an improvement in
our results from continuing operations," said Dave Micek,
president and CEO of Eagle Broadband.  "In the first quarter of
last year, we had the benefit of a one-time, $900,000 credit to
bad-debt expense resulting from the collection of a receivable
that had been previously deemed uncollectible.  Excluding that
one-time credit, our operating expenses for the current quarter
decreased by more than 34 percent, and our loss from continuing
operations decreased by 27 percent."

Micek continued, "With our costs under control, our super-headend
complete and delivering more than 250 channels of content, and the
integration of Connex's business into our IT services division, we
are poised to make the rest of fiscal 2007 a success."

At Nov. 30, 2006, the company's balance sheet showed $19.5 million
in total assets, $17.7 million in total liabilities, and
$1.8 million in total stockholders' equity.

The company's balance sheet at Nov. 30, 2006, also showed strained
liquidity with $2.9 million in total current assets available to
pay $15.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?1899

                        Going Concern Doubt

LBB & Associates Ltd. LLP in Houston, Texas, raised substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additionalfinancing necessary to support
its working capital requirements.

                          *     *     *

Eagle Broadband Inc. (AMEX: EAG) -- http://www.eaglebroadband.com/
-- provides advanced broadband, Internet Protocol and
communications technology and services that create new revenue
opportunities for broadband providers and enhance communications
for government, military and enterprise customers.


FAIRPOINT COMMS: Verizon Deal Cues Moody's to Hold B1 Corp. Rating
------------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating of Fairpoint Communications Inc. after the report that it
plans to merge with Verizon Communications' Maine, New Hampshire
and Vermont wireline operations in a reverse Morris Trust
transaction, valued at $2.7 billion in cash and stock.

Fairpoint has received $2.1 billion in debt financing commitments
to consummate the transaction, and Moody's expects total debt at
closing to be about $2.3 billion.  The ratings agency also
affirmed the existing debt at Fairpoint, which will be withdrawn
at closing of the transaction.

The outlook remains stable.

Moody's has also placed the Baa1 senior unsecured non-guaranteed
debt ratings of Verizon-New England on review, direction
uncertain.

Moody's review of Verizon New England will focus on:

   -- the ability and willingness of Verizon to reduce debt at
      VZ-NE commensurate with the decline in cash flow resulting
      from the loss of about 1.5M access lines as a result of
      this transaction;

   -- the operating and competitive profile of the remaining
      VZ-NE properties in Massachusetts and Rhode Island, two
      states with high teledensity, attractive demographics and
      significant cable competition; and

   -- the potential for credit metrics to significantly weaken
      over the next few quarters as a result of heightened
      competition and the impact that capital investment
      supporting the Fiber-to-the-Premise network upgrade may
      have on free cash flow.

If the review concludes in an upgrade it will likely be limited to
no more than one notch because Moody's believes the funding
strategy for Verizon's operating companies, in light of the
expensive FiOS buildout being undertaken at the operating company
level, weakens their individual credit quality to no stronger than
the corporate family as a whole.

Ratings under review:

   * Verizon New England, Inc.

      -- notes and debentures, Baa1, except the $480M of Series B
         debentures, due 2042, which are affirmed at A3 based on
         an unconditional and irrevocable guarantee from Verizon
         Communications, whose ratings remain unchanged.

Fairpoint's B1 corporate family rating largely reflects the
integration risk of assuming the much larger VZ-NE operation and
the continued downward pressure on wireline revenue and cash flow
growth in the future.  Although Fairpoint's overall adjusted
leverage is expected to decrease to about 4.2x from 4.7x as a
result of the transaction, the rating agency believes that the
integration costs and the additional capital needed to upgrade the
acquired lines for higher speed internet access will stress the
financial metrics over the intermediate term.  Coupled with the
significant dividends that Fairpoint expects to continue paying
the enlarged shareholder base, steady-state free cash flow
available for debt reduction is likely to remain in the 4% - 5%
range over the next two years.  The ratings and the outlook
benefit from the company's increased scale and moderate
deleveraging.

Pro-forma for the transaction, Fairpoint, headquartered in
Charlotte, North Carolina, will become the eight largest wireline
telecommunications company in the US, serving about 1.6 million
access lines in primarily rural areas and small- and medium-sized
cities.  Verizon Communications is headquartered in Basking Ridge,
New Jersey.


FIRST FRANKLIN: Fitch Downgrades Class M-9 Certificates to BB-
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on the First Franklin
Financial Corporation residential mortgage-backed certificates
listed below:

Series 2004-FFH1

   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7, rated 'BBB+', placed on Rating Watch Negative;
   -- Class M-8 downgraded from 'BBB' to 'BB'; and,
   -- Class M-9 downgraded from 'BBB-' to 'BB-'.

Series 2004-FFH2

   -- Class A-1 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+';
   -- Class M-8 affirmed at 'BBB';
   -- Class M-9 affirmed at 'BBB-';
   -- Class B-1, rated 'BB+', placed on Watch Negative; and,
   -- Class B-2, rated 'BB', placed on Watch Negative.

The affirmations, affecting approximately $345.4 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.  The
downgrades, affecting approximately $13.1 million of the
outstanding certificates, are taken as a result of a deteriorating
relationship between credit enhancement and expected loss.  In
addition, the Rating Watch Negative affects $44.9 million of the
outstanding certificates.

The collateral of the above transactions consists of first-lien,
subprime, fixed-rate mortgage loans and adjustable-rate mortgage
loans.  In addition, the certificates are supported by two
collateral groups, the first consists of loans with principal
balances that conform to Fannie Mae and Freddie Mac guidelines and
the second consists of loans with principal balances that may or
may not conform to Fannie Mae and Freddie Mac guidelines. Series
2004-FFH1 is serviced by HomEq Servicing Corp. and series 2004-
FFH2 is serviced by Saxon Mortgage Serviced, Inc.

The downgrades and Rating Watch Negative placement on series 2004-
FFH1 is the result of losses exceeding excess spread for the past
six months and, as a result, eroding the overcollateralization
below target.  As of the December 2006 remittance date, the OC is
$105,252 below the target of $3,969,213.  The OC as a percent of
the current balance is 2.9%. The cumulative loss as a percentage
of the original pool balance is 1.55% and the delinquency rate as
a percentage of the current pool balance is 34%.  The pool is 32
months seasoned and has a pool factor of 18%.  The OC stepped-down
in November 2006 when the class A-1 paid off.  As the transaction
continues to season, losses are expected to increase relative to
excess spread and OC will eventually decline.

The Rating Watch Negative placement on series 2004-FFH2 is the
result of losses exceeding excess spread for the past five months
and, as a result, eroding the OC below target.  As of the December
2006 remittance date, the OC is $3.9 million below the target of
$15 million.  The OC as a percent of the current balance is 3.7%.
The cumulative loss as a percentage of the original pool balance
is 1.31% and the delinquency rate as percentage of the current
pool balance is 22.3%.  The pool is
29 months seasoned and has a pool factor of 27%.  In two months,
class A-1 is expected to pay-off and, as a result, the OC will
step-down.  While the OC will likely be at target in the
step-down month, as the transaction continues to season, losses
are expected to increase relative to excess spread and OC will
eventually decline.


FIRST HORIZON: Fitch Upgrades Class B5 Loan Rating to B+ from B
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on the First Horizon
Home Loan Mortgage Trust issues:

Series 2004-1:

   -- Class A affirmed at 'AAA';
   -- Class B1 upgraded to 'AA+' from 'AA';
   -- Class B2 upgraded to 'A+' from 'A';
   -- Class B3 upgraded to 'BBB+' from 'BBB';
   -- Class B4 upgraded to 'BB+' from 'BB'; and,
   -- Class B5 upgraded to 'B+' from 'B'.

Series 2004-2:

   -- Class A affirmed at 'AAA'.

Series 2004-3:

   -- Class A affirmed at 'AAA'.

Series 2004-4:

   -- Class A affirmed at 'AAA'.

Series 2004-6:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2004-7:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2004-AA4:

   -- Class A affirmed at 'AAA'.

Series 2004-AA6:

   -- Class A affirmed at 'AAA'.

Series 2004-AA7:

   -- Class A affirmed at 'AAA'.

Series 2004-AR2:

   -- Class A affirmed at 'AAA'.

Series 2004-AR3:

   -- Class A affirmed at 'AAA'.

Series 2004-AR4:

   -- Class A affirmed at 'AAA'.

Series 2004-AR6:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2004-AR7:

   -- Class A affirmed at 'AAA'.

Series 2004-FA2:

   -- Class A affirmed at 'AAA'.

The mortgage loans consist of conventional 15- and 30-year fixed-
rate mortgages extended to prime borrowers and are secured by
first liens on one- to four-family residential properties.  As of
the December 2006 distribution date, the transactions are seasoned
from a range of 24 to 35 months and the pool factors  range from
approximately 47% to 79%.  All of the above deals were acquired
and are serviced by First Horizon Home Loan Corporation.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $2.572 billion of
outstanding certificates.  The upgrades reflect an improvement in
the relationship between CE and future loss expectations and
affect approximately $4.3 million of outstanding certificates. All
classes in the transactions detailed above have experienced small
to moderate growth in CE since closing, and there have been no or
minor collateral losses to date.

Fitch will closely monitor these transactions.


GENERAL MOTORS: Says Too Early to Provide Details on Proton Deal
----------------------------------------------------------------
General Motors Corporation says many parties are seeking stake
with Malaysian automaker Proton Holdings Bhd., and it is too early
to provide details on the bidding process, Reuters reports.

GM's statement relates to Tuesday's article in the Troubled
Company Reporter on the U.S. carmaker's interest in buying a stake
in Proton, which could reach more than MYR10 for each Proton
share.

According to Bloomberg, Proton, which has suffered low profits in
the past seven years, is seeking a new partner to stem losses
following the end of its 21-year partnership with Mitsubishi
Motors Corp. in March 2004.

Proton disclosed a MYR250.3 million loss in the quarter ended
Sept. 30, 2006, compared to a MYR154.3 million loss for the same
period in 2005.

GM's Shanghai-based spokesman Rob Leggat told reporters that GM
held talks with Proton.  However, Faridah Idris, a spokeswoman at
Proton, declined to comment.  In November 2000, GM held talks with
Proton about a deal in Malaysia but the discussions did not result
in any partnership.

                     About General Motors Corp.

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

                          *     *     *

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

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


HEADWATERS INC: Launches Proposed $125 Million Loan Offering
------------------------------------------------------------
Headwaters Inc. intends to offer $125 million of convertible
senior subordinated notes due 2014 in a private placement to
qualified institutional buyers pursuant to exemptions from the
registration requirements of the Securities Act of 1933.

The Notes will mature in 2014 and will bear interest at a
rate to be determined.  The Notes are expected to pay interest
semiannually and will be convertible into cash and, if applicable,
shares of Headwaters' common stock based on a conversion rate to
be determined.  The Notes may be repurchased, at the option of the
holder, prior to maturity upon the occurrence of certain
fundamental changes involving Headwaters' common stock.  The
company expects to grant an over-allotment option to the initial
purchasers for an additional $25 million aggregate principal
amount of the Notes.

Concurrently with the pricing of the Notes, the company intends to
enter into convertible note hedge and warrant transactions in
respect of its common stock with an affiliate of one of the
initial purchasers.  These transactions are intended to reduce the
dilution to the company's common stock from potential future
conversion of the Notes.

In connection with the convertible note hedge and warrant
transactions, it is expected that our counterparty to those
transactions or its affiliate will enter into various
derivative transactions with respect to Headwaters' common
stock concurrently with or shortly after the pricing of the Notes.

In addition, such counterparty or its affiliate may enter into, or
unwind, various derivatives transactions with respect to
Headwaters' common stock and to purchase or sell shares of
Headwaters' common stock in the secondary market transactions
following the pricing of the Notes.  These activities could have
the effect of increasing or preventing a decline in the price of
the company's common stock concurrently with or following the
pricing of the Notes.

The Company intends to use all of the net proceeds from the
offering to repay a portion of its senior secured credit facility.

Headquartered in South Jordan, Utah, Headwaters Incorporated
(NYSE:HW) -- http://www.hdwtrs.com/-- is a diversified growth
company providing products, technologies and services to the
energy, construction and home improvement industries.  Through its
alternative energy, coal combustion products, and building
materials businesses, the company earns a growing revenue
stream that provides the capital needed to expand and acquire
synergistic new business opportunities.

                          *     *     *

As reported in the Troubled Company Reporter on Aug 1, 2006,
Standard & Poor's Ratings Services affirmed its 'BB-' senior
secured bank loan and '2' recovery ratings on Headwaters Inc.'s
$700 million credit facility and removed them from CreditWatch,
where they were placed with positive implications on June 20,
2006.


I2TELECOM INT'L: Repaid Outstanding Loans to Cornell Capital
------------------------------------------------------------
i2Telecom International Inc. has repaid in full its outstanding
loans to Cornell Capital Partners LP.  The loans were originally
structured in the form of three convertible debentures with a face
amount totaling $1,750,000.  To fund the repayment of the debt,
the company utilized a combination of cash flow from operations,
funds raised in recent private placements and proceeds from a new
non-convertible loan.  The company's CEO Paul Arena and members of
the Board of Directors and Advisory Board participated in the
private placement.

"I'm extremely pleased that we have fully satisfied this sizeable
debt obligation that has adversely impacted the trading in our
common stock for some time," commented Paul Arena, Chief Executive
Officer of i2Telecom International, Inc.  "The elimination of
future conversions of debt into equity reduces potential dilution
of existing shareholders and represents the passing of an
important milestone for the company.  Approximately 100 million
shares of common stock that served as collateral for the loans
will be retired to the Company's treasury as a result of the
repayment of all outstanding principal and interest due to the
Lender."

Pursuant to an agreement between i2Telecom and the Lender,
the company recently delivered a principal reduction payment
of approximately $1.7 million to the Lender, which included a
required 20% redemption fee premium and all accrued interest.  The
redemption fee premium was a negotiated provision to enable the
company to retire the debt and remove the Lender's right to
convert any further amounts of debt into the Company's common
stock.  The lender previously converted $425,000 of the
outstanding debt into common shares of the company.

"Reflecting my confidence in the future direction of our business,
I personally invested in the private placements along with members
of our Board of Directors and Advisory Board members.  In
addition, I accepted a reduction in my salary to
$1 annually last June, and the compensation of our senior
management team has been reduced by 50%.  The lower costs along
with increased revenues has helped to lower our operating 'cash
burn rate' to less than $30,000 last month."

                          About I2 Telecom

Headquartered in Atlanta, GA, I2Telecom International Inc. (OTCBB:
ITUI) -- http://www.i2telecom.com/-- provides high-quality
international and domestic long distance calling services to
subscribers at a fraction of the cost of traditional carriers by
leveraging the power of the internet.

The company's patents-pending VoiceStick(TM) device enables any
telephone or business phone system (PBX) to access the company's
global network and advanced routing technologies to complete most
of the call over the internet, paying only for the last leg of the
connection.

                         Going Concern Doubt

Freedman & Goldberg CPAs, in Farmington Hills, MI raised
substantial doubt about I2 Telecom International's ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2005, 2004 and 2003.  The
auditing firm pointed to the company's ongoing losses from
operations since its inception and the uncertain conditions that
the company faces relative to its ongoing debt and equity fund-
raising efforts.


INDYMAC NIM: Moody's Puts Ba1 Rating on Series 2006-LL Notes
------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba1 to the
notes in IndyMac NIM Trust 2006-LL.

The notes are backed by the prepayment penalties and excess
cashflow generated by six underlying IndyMac lot loan deals
consisting of both fixed and adjustable-rate mortgage loans.

Rating action:

   * IndyMac NIM Trust 2006-LL

      -- Notes, Assigned Ba1


INTELSAT LTD: Fitch Junks Rating on $600 Million Senior Notes
-------------------------------------------------------------
Fitch Ratings has affirmed Intelsat, Ltd.'s Issuer Default Rating
at 'B'.

The Rating Outlook is Stable.  A detailed list of Fitch's rating
actions appears at the end of the press release.

Fitch has assigned these new ratings:

   * Intelsat Ltd.

      -- $600 million senior unsecured floating-rate notes due
         2015 at 'CCC+/RR6'; and,

      -- Proposed $1 billion guaranteed senior unsecured term
         loan due 2014 at BB-/RR2.

The senior notes will be used to refinance the $600 million senior
unsecured credit facility of Intelsat Bermuda, which is a
subsidiary of Intelsat, Ltd.

The proceeds from the term loan will be used to refinance
$1 billion of senior unsecured floating-rate notes due 2012 that
had been issued by Intelsat Subsidiary Holding Company.  The term
loan is guaranteed by Intelsat, Intelsat Sub Holdco and certain
Intelsat Sub Holdco subsidiaries.

Intelsat's ratings reflect the strength and scale of the company,
owing to its position as the largest fixed satellite services
operator following the acquisition of PanAmSat Holding Corporation
on July 3, 2006, the high proportion of revenues from contract
services, the company's diverse revenue base, and strong operating
cash flow.  Concerns include the company's significant leverage
after the debt-financed PanAmSat acquisition, competition from
fiber-optic cable providers in certain legacy portions of the
business, and in the longer term, the capital intensive nature of
the satellite business.

As of Sept. 30, 2006 the company's revenue backlog was
approximately $8 billion, or approximately 3.8x the pro forma last
twelve months revenue.  Approximately 95% of the backlog is
related to non-cancellable contracts or contracts with substantial
termination penalties.  In the third quarter 2006, which
incorporated nearly a full quarter of results from PanAmSat, 38%
of Intelsat's revenues were derived from the media sector, 47%
from voice and data services provided to corporate customers, 14%
of its revenues were from government services and 1% of its
revenues were from other services.

Geographically, in the third quarter of 2006, 50% of its revenues
came from North American customers, while Europe and Africa/Middle
East each produced 15% of revenues.  The remaining revenues were
divided between Asia and Latin America.

The fixed satellite services segment is characterized by its high
operating EBITDA margins.  Intelsat's EBITDA margins on a
quarterly basis have generally been in the 60-70% range over the
past two years.  After the acquisition of PanAmSat for
$6.4 billion in cash and assumed debt, Intelsat's debt increased
to $11.3 billion at Sept. 30, 2006. Debt-to-EBITDA was 7.45x at
Sept. 30, 2006, based on annualized EBITDA for the third quarter.

Liquidity is provided by cash on hand and two credit facilities.
Cash on hand amounted to $497 million at the end of the third
quarter of 2006.  Credit facilities consist of an undrawn
$300 million credit facility due 2012 located at Intelsat Sub
Holdco and a $250 million facility due 2012 at indirect subsidiary
Intelsat Corporation.  The Intelsat Sub Holdco facility has a
financial covenant restricting pro forma senior secured leverage
to no greater than 1.5x at the end of each fiscal quarter, and the
Intelsat Corporation facility requires pro forma senior secured
leverage to be no greater than 4.25x at the end of each fiscal
quarter.  The $1 billion credit facility at Intelsat contains a
leverage covenant of 6.75x, as do the senior unsecured notes of
Intelsat and Intelsat Corporation.

Fitch has affirmed these ratings:

Intelsat, Ltd.

   -- Issuer Default Rating 'B'; and,
   -- Senior unsecured notes 'CCC/RR6'.

Intelsat (Bermuda), Ltd.

   -- Issuer Default Rating 'B';
   -- Senior unsecured guaranteed notes 'BB-/RR2'; and,
   -- Senior unsecured non-guaranteed notes 'CCC+/RR6'.

Intelsat Intermediate Holding Company, Ltd.

   -- Issuer Default Rating 'B'; and,
   -- Senior unsecured discount notes 'B-/'RR5'.

Intelsat Subsidiary Holding Company, Ltd.

   -- Issuer Default Rating 'B';
   -- Senior secured credit facilities 'BB/RR1'; and,
   -- Senior unsecured notes 'BB-/RR2'.

Intelsat Corporation

   --Issuer Default Rating 'B';
   --Senior secured credit facilities 'BB/RR1';
   --Senior secured notes 'BB/RR1'; and,
   --Senior unsecured notes 'B/RR4'.

In addition, Fitch has withdrawn these rating due to its
refinancing:

Intelsat, Ltd.

   -- $600 million senior unsecured credit facility 'CCC+/RR6'.

Intelsat Holding Corporation

   -- Issuer Default Rating 'B'.


INTERPOOL CAPITAL: Investors' Offer Cues Moody's Ratings Review
---------------------------------------------------------------
Moody's Investors Service placed all ratings of Interpool Inc. on
review for possible downgrade.

The review was prompted by Interpool's disclosure that its Board
of Directors has received an offer from an investor group to
acquire all of the outstanding common stock of the company, which
is not currently held by the investor group.  The investor group
is comprised of Interpool's current chairman and CEO, other
shareholders, and an investment fund affiliated with Fortis
Merchant Banking.

The review will focus on the current proposal that would represent
a change in the corporate and capital structure of the company, if
approved and closed.  As outlined in Moody's published credit
opinion on Interpool, an increase is leverage beyond 3.5x
debt/equity could put pressure on the rating.

In Moody's view, based upon the publicly available information, it
appears the company would operate with leverage metrics beyond
that threshold.

Moody's notes that it will also evaluate the terms and structure
of the transaction in light of Interpool's rated securities'
"change of control" provisions.  These provisions may obligate the
firm to offer to repurchase some or all of the rated securities.

These ratings were placed on review for possible downgrade:

   * Interpool, Inc.

      -- Corporate Family B1
      -- Senior Unsecured Notes B2

   * Interpool Capital Trust

      -- Capital Trust Securities Caa1

Interpool Inc., headquartered in Princeton, New Jersey, reported
approximately $2.4 billion in total assets as of Sept. 30, 2006.


INTERPOOL INC: Buyout Offer Prompts S&P's Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Interpool
Inc., including the 'BB' corporate credit rating, on CreditWatch
with negative implications.

The CreditWatch placement is based on Interpool's report that
it has received an offer to be acquired by its non-public
stockholders, which include Martin Tuchman, other significant
stockholders, and their families and investment affiliates, who
currently own 18.5 million of the 29.3 million shares outstanding.
Debt financing for up to $1.8 billion has already been committed
for the proposed acquisition, a portion of which could refinance
the company's outstanding debt of approximately $1.4 billion.   It
is intended that current management would
remain in place.

"If an acquisition were to be consummated, by either the non-
public stockholders or another party, it could result in a weaker
financial profile for Interpool," said Standard & Poor's credit
analyst Betsy Snyder.

Standard & Poor's will assess the effect of any such acquisition
on Interpool's pro forma financial profile to resolve the
CreditWatch.

Interpool is the largest lessor of chassis in North America, with
a fleet of 236,000 chassis.   Chassis are wheeled frames attached
to cargo containers that, when combined, are equivalent to a
trailer that can be trucked to its destination.   Interpool's only
major competitor in this business is privately held Flexi-Van
Leasing Inc.  Interpool also manages chassis for shipping lines
and neutral pools at railroad and marine terminals.  The chassis
leasing business has tended to generate strong and stable cash
flow, even in periods of economic weakness.

Interpool's other major business is marine cargo container
leasing, in which it is one of the larger participants in this
market, with a fleet of 749,000 owned and managed TEU's  at
Sept. 30, 2006.  The company focuses on long-term operating and
finance leases.  Marine cargo container leasing is a more cyclical
business, dependent on global economic merchandise trends.
However, Interpool's earnings and cash flow from marine cargo
container leasing benefit from the long-term nature of its leases.

In March 2006, Interpool sold approximately 74% of its dry marine
cargo container fleet, with proceeds used to repay $462 million of
related debt, and recorded a gain of approximately $61 million in
connection with the sale.  As a result, the company's debt to
capital declined to around 71% at Sept. 30, 2006, from 81%
at Dec. 31, 2005.  Interpool will continue to manage the fleet for
the new buyers, generating fee income for this service.  On Oct.
1, 2006, Interpool sold its stake in Container Applications
International Inc. for $77.5 million, comprised of a $40 million
cash payment and the balance, a note that matures in 2010.
Interpool expects to record a gain of approximately
$30 million in the fourth quarter of 2006.


INTERSTATE BAKERIES: Wants to Extend Exclusivity Period to June 2
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
extend their exclusive periods to:

   a) file a plan of reorganization through June 2, 2007; and

   b) file and solicit acceptances of that plan through Aug. 1,
      2007

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, asserts that the Debtors require additional
time to (i) negotiate additional long-term extensions with their
unions, (ii) refine their business plan, (iii) complete the
valuation analysis and explore exit financing alternatives
necessary to develop the plan of reorganization, and (iv) hire a
new, long-term CEO and allow that individual, as well as the two
other new directors an opportunity to adequately review the
Debtors' operations.

Mr. Ivester assures the Court that there is no harm in granting
the requested extensions because they will be without prejudice
to the right of any party to request a termination of exclusivity
at any time.

Besides, Mr. Ivester continues, the Debtors' relations with their
various constituent groups -- the prepetition secured lender
steering group, the Creditors' Committee and the Equityholders'
Committee -- remain strong.  The relationships have been fostered
to a great degree by the Debtors' attempts to keep the groups
well informed through regular meetings and prompt provision of
requested information.

Mr. Ivester notes that the Debtors' restructuring efforts have
borne fruit.  Cost-cutting initiatives have reduced fixed costs by
approximately $440,000,000, and new products have been introduced
to reduce the historical decline in white bread sales.

In addition, the Debtors are in talks with their unions and have
completed or commenced negotiations of long-term extensions for
most of the 420 collective bargaining agreements with union-
represented employees.

Given these circumstances, the Debtors' request to extend their
Exclusive Periods is justified, Mr. Ivester tells Judge Venters.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 55; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Posts $26.3 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Interstate Bakeries Corp. reported a $26.3 million net loss on
$671.9 million of net sales for the twelve weeks ended Nov. 18,
2006, compared with a $53.3 million net loss on $702.4 million of
net sales for twelve weeks ended Nov. 12, 2005.

Wholesale operations net sales for the second quarter of fiscal
2007 were approximately $596.2 million, a decrease of
approximately $23.9 million, or 3.9%, from net sales of
approximately $620.1 million in fiscal year 2006.  The decrease in
net sales was due to unit volume declines as a result of sales
discontinued as part of the company's restructuring efforts,
partially offset by an overall unit value increase, related to
selling price increases and product mix changes, of approximately
4.1% for the second quarter of fiscal 2007 as compared to the
prior year.

Retail operations net sales for the second quarter of fiscal 2007
were approximately $75.7 million, a decrease of approximately
$6.6 million, or 8%, from net sales of approximately $82.3 million
for the same period in fiscal year 2006.  The decline in revenue
is mainly attributable to the closing of retail outlets in
conjunction with the company's restructuring efforts.

Gross profit was approximately $324.4 million, or 48.3% of net
sales, for the second quarter of fiscal year 2007, in comparison
with approximately $345.4 million, or 49.2% of net sales, for the
same period in fiscal 2006.

Selling, delivery and administrative expenses were approximately
$318.7 million, representing 47.4% of net sales, for the second
quarter of fiscal 2007 down from approximately $353.1 million, or
50.3% of net sales when compared with the same period in fiscal
2006.  A substantial portion of the cost decreases relates
directly to consolidation of routes, depots and retail outlets.

During the second quarter of fiscal 2007, the company incurred a
net restructuring credit of approximately $4.2 million related to
the continuation of certain restructuring plans to close and
restructure certain bakeries and retail stores as compared to
approximately $16.4 million for the same period in fiscal 2006.
The restructuring charges in the second quarter of fiscal 2007
were composed of approximately $100,000 severance, a $4.8 million
net gain on sale of assets and $500,000 net exit costs such as
utility costs, security, taxes and clean up activities.

The operating loss for the second quarter of fiscal 2007 was
approximately $6.8 million, a decrease in the loss of
approximately $35.1 million from the prior year's operating loss
of approximately $41.9 million.

For the second quarter ended Nov. 18, 2006, reorganization charges
were approximately $10 million and relate to expense or income
items that was incurred under the company's bankruptcy
proceedings.  Reorganization charges for the twelve weeks ended
Nov. 12, 2005, were approximately $7.5 million.

At Nov. 18, 2006, the company's balance sheet showed
$1.147 billion in total assets, $1.15 billion in total
liabilities, and $289.1 million in liabilities subject to
compromise, resulting in a $292.7 million total stockholders'
deficit.

The company's balance sheet at Nov. 18, 2006, also showed strained
liquidity with $380.6 million in total current assets available to
pay $803.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the twelve week period ended Nov. 18, 2006, are
available for free at http://researcharchives.com/t/s?1890

                             Liquidity

During the twenty-four weeks ended Nov. 18, 2006, the company
generated $3.4 million of cash, which was the net impact of
$29.6 million in cash used in operating activities, $78.8 million
in cash generated from investing activities, and $45.8 million in
cash used in financing activities.

Cash provided by investing activities during fiscal 2007 was
$78.9 million, $92.8 million more than the cash used during fiscal
2006 of $13.9 million.  This significant increase is primarily
attributable to the release, pursuant to the eighth amendment to
the DIP Facility, of restricted cash previously held as collateral
and unavailable to the company in the amount of $89.2 million at
Aug. 25, 2006, the effective date of the eighth amendment to the
DIP Facility.

Cash used in financing activities for fiscal 2007 was
45.8 million, primarily due to a reduction in the company's pre-
petition secured debt of $45.4 million.  This compares to cash
generated from financing activities in fiscal 2006 which totaled
$13 million due mostly to an increase in the company's pre-
petition secured revolving credit facility of $13.4 million.

                     About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.


INTERSTATE BAKERIES: SEC Files Complaint Against Ex-IBC Officer
---------------------------------------------------------------
The Securities and Exchange Commission disclosed on its Web site
that on Dec. 20, 2006, it filed a complaint in the United
States District Court for the Western District of Missouri
against Paul E. Yarick, the former principal financial officer of
Interstate Bakeries Corporation.

The complaint alleges that Mr. Yarick violated or aided and
abetted violations of the anti-fraud, record-keeping, internal
controls and reporting provisions of the federal securities laws
by misleading the Debtor's investors about the adequacy of the
Debtors's workers' compensation reserves and, consequently, the
the Debtor's earnings.

According to the SEC's complaint, related to the Debtor's fiscal
2004 second and third quarters, Mr. Yarick disregarded workers'
compensation liabilities estimates provided by the Debtor's
insurance consultant, on which the Debtor historically had relied
to set its workers' compensation reserve.  Instead, the SEC says,
Mr. Yarick used obsolete information that he had been advised was
unreliable to set the Debtor's quarterly workers' compensation
reserve for these quarters.  Accordingly, the Debtor failed to
account for its workers' compensation reserve in accordance with
Generally Accepted Accounting Principles.

The complaint further alleges that, as a result of Mr. Yarick's
conduct, the Debtor filed financial statements in its Forms 10-Q
for the fiscal 2004 second and third quarters that understated the
Debtor's reserves by at least $30,000,000.  Consequently, the
Debtor materially overstated its pre-tax income in its Form 10-Q
for the period ended Nov. 15, 2003, and its cumulative fiscal
third quarter pre-tax income in its Form 10-Q for the period ended
Mar. 6, 2004.

According to the SEC, Mr. Yarick, without admitting or denying
the allegations in the complaint, consented to the entry of a
permanent injunction by the United States District Court
enjoining him from violating Sections 10(b) and 13(b)(5) of the
Exchange Act of 1934 and Rules 10b-5, 13a-14, 13b2-1, 13b2-2, and
aiding and abetting violations of Sections 13(a), 13(b)(2)(A),
and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-11,
and 13a-13.  The agreed court order also imposed a five-year
officer and director bar and ordered him to pay a civil penalty
of $50,000.

Separately, Interstate Bakeries Corp. consented, on a neither
admit-nor-deny basis, to the entry of a Commission order to cease
and desist from future violations of Sections 13(a), 13(b)(2)(A),
and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1,
13a-11, and 13a-13, the SEC says.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 55; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


IRVINE SENSORS: All Credit Facility Defaults Cured or Waived
------------------------------------------------------------
Both senior bank debt and subordinated convertible notes of Irvine
Sensors Corporation have been refinanced.  The refinancing
occurred in two transactions each funded by two institutional
investors.

In a senior debt transaction, Irvine Sensors borrowed
$8.25 million pursuant to a two-year term loan bearing interest at
11% per annum and requiring interest-only debt service until
maturity.  As long as Irvine Sensors is current in payments due to
the investors under the term loan, the new term loan does not
require adherence to financial covenant compliance measurements of
the type that triggered the default of Irvine Sensors' senior debt
credit facility with Square 1 Bank.  A substantial portion of the
proceeds of the new term loan was used to retire approximately
$3.9 million of senior term loan debt owed to Square 1 Bank with a
maturity date of Dec. 29, 2009 and a $2 million revolving line-of-
credit from Square 1 Bank, which was due on Dec. 29, 2006.  The
balance of the new term loan proceeds was used for transaction
costs and general corporate purposes.

As an inducement for issuance of the new senior loan on such
terms, the company issued the investors five-year warrants to
purchase an aggregate of 3 million shares of Irvine Sensors common
stock at an exercise price of $1.30 per share, the approximate
market price of the company's common stock when the basic economic
terms of the transaction were negotiated.  The firm of Dominick &
Dominick, LLC provided investment-banking services for Irvine
Sensors in the senior debt refinancing.

In a concurrent transaction, the same investors purchased Irvine
Sensor's aggregate $10 million subordinated convertible Series 1
and Series 2 notes from two investment funds managed by Pequot
Capital Management, Inc. and elected to extend the maturity of the
Series 2 notes from Dec. 30, 2007 to Dec. 30, 2009, the same
maturity date as the Series 1 notes.  Pequot assigned the Series 1
and Series 2 notes to the new investors and the other terms of the
subordinated convertible notes were substantially unchanged as a
result of the assignment, although the price anti-dilution feature
of the notes and related warrants was triggered by the senior debt
transaction, resulting in adjustment of the conversion price of
the notes to $1.30 per share and the adjustment of the Pequot
warrants' exercise price to $1.30 per share, along with a
corresponding increase in the number of shares issuable upon
conversion of the Series 1 and Series 2 Notes and upon exercise of
the Pequot warrants.

In connection with the assignment of the notes, Pequot agreed to
exercise warrants to purchase approximately 1.3 million shares
of Irvine Sensors common stock for aggregate gross proceeds of
$1.75 million, and Irvine Sensors agreed to pay Pequot
$1.25 million in settlement of all existing disputes between
Irvine Sensors and Pequot.   Asserted defaults under the
subordinated convertible notes were cured or permanently waived
concurrent with the assignment of the Notes to the investors and
the settlement with Pequot.

"Because of the number of entities involved and the scale of the
transactions, this was a complex and time-consuming refinancing,"
John Carson, Irvine Sensors CEO said.  "We appreciate the patience
of our customers, lenders, creditors, stockholders and employees
during this process.  We will report the substantial intangible
effects of the transactions as quickly as we can complete the
complex accounting analysis required.  In the meantime, though, we
are very pleased that the refinancing is behind us and anticipate
focusing our resources to business execution and the fulfillment
of our significant backlog."

Based in Costa Mesa, California, Irvine Sensors Corporation
(Nasdaq: IRSN; Boston Exchange: ISC) -- http://www.irvine-
sensors.com/ -- is a vision systems company engaged in the
development and sale of miniaturized infrared and electro-optical
cameras, image processors and stacked chip assemblies, the
manufacture and sale of optical systems and equipment for military
applications through its Optex subsidiary and research and
development related to high density electronics, miniaturized
sensors, optical interconnection technology, high speed network
security, image processing and low-power analog and mixed-signal
integrated circuits for diverse systems applications.


JEAN DUPLESSIS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Jean Y. Duplessis
         Virginia L. Duplessis
         30 Isabell Circle
         Randolph, MA 02368

Bankruptcy Case No.: 07-10206

Chapter 11 Petition Date: January 12, 2007

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: David G. Baker, Esq.
                  105 Union Wharf
                  Boston, MA 02109
                  Tel: (617) 367-4260
                  Fax: (866) 661-5328

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Option One Mortgage Corp.                   $58,900

Citi Cards                                  $27,373

Discover Financial Services                  $7,000

The Law Office of John P. Frye, P.C.         $4,288

Regional Adjustment Bureau                   $3,324

CCB Credit Services, Inc.                    $2,392

HSBC Card Services                           $2,303

Boston Water and Sewer Commission            $1,770

Denene Sledge                                $1,750

Allied International Credit Corp             $1,610

National Grid                                $1,578

Kay Jewelers                                 $1,224

Progressive Management Systems                 $656

One Touch Communication                        $625

Home Depot Credit Services                     $612

Verizon                                        $510

NEBS                                           $463

Avon Products, Inc.                            $447

Verizon Wireless                               $380


KARA HOMES: Court Approves $2.6 Mil. Loan Payment to Bear Stearns
-----------------------------------------------------------------
The Honorable Michael B. Kaplan of the U.S. Bankruptcy Court for
the Western District of New Jersey allowed Kara Homes Inc. to pay
off a $2.6 million loan from investment bank Bear Stearns with a
loan from Plainfield Special Situations Master Fund Ltd., a hedge
fund based in Greenwich, Connecticut, David Willis of Home News
Tribune reports.

Since filing for bankruptcy in October, the hedge fund loan is the
second loan Kara Homes has received.  In December, Judge Kaplan
approved the $2.6 million loan from Bear Stearns, which at least
$1.85 million was spent, the paper said.

Citing Kara's lawyers, Home News Tribune relates that Kara is
grateful to Bear Stearns for the loan but the companies'
relationship didn't work out.  A lawyer for a committee of
unsecured creditors disclosed that Kara has been having difficulty
in getting approval for any future financing from the investment
company.

In addition to paying Bear Stearns, the report said that Kara will
use the money Judge Kaplan approved for administrative expenses
such as employee wages, rent and utilities.

On Jan. 29, 2007, Judge Kaplan will decide whether Kara can
receive the balance of a proposed $5 million line of credit from
Plainfield.

The court has given Kara authority to sell two developments:
Woodland Estates in North Edison and Kara at Monroe, to the
highest bidder, Home News Tribune notes.

A joint venture between Fenix Investment and Development, a
Morristown homebuilder, and Riverside Capital Management, a
Shrewsbury investment company, had agreed to pay $11.6 million for
Woodland Estates and $2.8 million for Kara at Monroe.

According to the source, the proceeds from the sale would be used
to pay off Investors Savings Bank, Kara's lender on both
developments.  The results of the auction is set for approval by
the court on March 1, 2007.

Headquartered in East Brunswick, New Jersey, Kara Homes, Inc., aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
Company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  David L. Bruck, Esq., at Greenbaum,
Rowe, Smith, et al., represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$350,179,841 and total debts of $296,840,591.

On Oct. 9, 2006, nine affiliates filed separate chapter 11
petitions in the same Bankruptcy Court.  On Oct. 10, 2006, 12 more
affiliates filed chapter 11 petitions.


MAAX CORP: Poor Performance Cues S&P to Junk Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Quebec-based bathroom fixtures manufacturer MAAX
Holdings Inc. to 'CCC-' from 'CCC+'.

At the same time, Standard & Poor's lowered its rating on the
company's senior discount notes to 'CC' from 'CCC-'.  The long-
term corporate credit rating on MAAX's subsidiary, MAAX Corp., was
also lowered to 'CCC-' from 'CCC+'.

In addition, Standard & Poor's withdrew its 'CCC+' bank loan
rating, with a recovery rating of '3', on MAAX Corp.'s  secured
bank facilities because they were repaid, and lowered the long-
term debt rating on the subsidiary's senior subordinated debt
notes to 'CC' from 'CCC-'.

The outlook for both companies is negative.

"The ratings on MAAX were lowered because liquidity continues to
deteriorate, cash flow is showing no signs of meaningful
improvement in the near-to-medium term, and weak conditions
persist in its core bathroom fixtures markets," said
Standard & Poor's credit analyst Kevin Hibbert.

"In addition to the company's weaker fundamental performance, the
rating action reflects the increased risk of a near-term filing
for bankruptcy protection," Mr. Hibbert added.

MAAX is a midsize manufacturer and distributor of gel-coated,
acrylic, and hermoplastic bathtubs, showers, and whirlpools, with
an approximate 15% share of the North American market.  It also
manufactures semi-custom cabinetry and spas.  The company has
restructured operations, and recently announced that it will exit
the cabinetry business to reduce its costs and Canadian dollar
exposure; nevertheless, the high Canadian dollar will continue to
have a negative effect on margins.  Profitability will also be
susceptible to the slowdown in home renovation activity, and
potentially increased competitive behavior from larger
competitors.

The outlook is negative.

The slowdown in housing starts coupled with the pull-back in home
renovation activity is increasingly affecting MAAX, as seen
by the sharp decline in net sales and EBITDA and the increase in
negative free cash flow on a last 12 months basis.

Standard & Poor's expects this environment to continue, further
pressuring MAAX's liquidity.  MAAX's debt load has become more
onerous with the higher interest payments, more frequent interest
payment schedule, and tighter covenants, adding to the company's
vulnerability.


MAAX HOLDINGS: Strained Liquidity Prompts S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Quebec-based bathroom fixtures manufacturer MAAX
Holdings Inc. to 'CCC-' from 'CCC+'.

At the same time, Standard & Poor's lowered its rating on the
company's senior discount notes to 'CC' from 'CCC-'.  The long-
term corporate credit rating on MAAX's subsidiary, MAAX Corp., was
also lowered to 'CCC-' from 'CCC+'.

In addition, Standard & Poor's withdrew its 'CCC+' bank loan
rating, with a recovery rating of '3', on MAAX Corp.'s  secured
bank facilities because they were repaid, and lowered the long-
term debt rating on the subsidiary's senior subordinated debt
notes to 'CC' from 'CCC-'.

The outlook for both companies is negative.

"The ratings on MAAX were lowered because liquidity continues to
deteriorate, cash flow is showing no signs of meaningful
improvement in the near-to-medium term, and weak conditions
persist in its core bathroom fixtures markets," said
Standard & Poor's credit analyst Kevin Hibbert.

"In addition to the company's weaker fundamental performance, the
rating action reflects the increased risk of a near-term filing
for bankruptcy protection," Mr. Hibbert added.

MAAX is a midsize manufacturer and distributor of gel-coated,
acrylic, and hermoplastic bathtubs, showers, and whirlpools, with
an approximate 15% share of the North American market.  It also
manufactures semi-custom cabinetry and spas.  The company has
restructured operations, and recently announced that it will exit
the cabinetry business to reduce its costs and Canadian dollar
exposure; nevertheless, the high Canadian dollar will continue to
have a negative effect on margins.  Profitability will also be
susceptible to the slowdown in home renovation activity, and
potentially increased competitive behavior from larger
competitors.

The outlook is negative.

The slowdown in housing starts coupled with the pull-back in home
renovation activity is increasingly affecting MAAX, as seen
by the sharp decline in net sales and EBITDA and the increase in
negative free cash flow on a last 12 months basis.

Standard & Poor's expects this environment to continue, further
pressuring MAAX's liquidity.  MAAX's debt load has become more
onerous with the higher interest payments, more frequent interest
payment schedule, and tighter covenants, adding to the company's
vulnerability.


MAIN STREET: Trustees Taps Freeman & Partners as Accountants
------------------------------------------------------------
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 his firm, Lewis B.
Freeman & Partners Inc., as forensic accountants, nunc pro tunc to
Dec. 13, 2006.

The firm will provide necessary services for the Chapter 7 Trustee
including, but not limited to:

     a) the analysis and investigation of historical transactions;
        and

     b) the evaluation of preferences, fraudulent conveyance and
        litigation matters.

The hourly rate for the firm's principals ranges from $200 to $350
per hour.  This rate will be discounted to $200 per hour for this
engagement.  The firm's Forensic accountants, financial
investigators, valuation analysts and other technical persons,
charge at $50 to $175 per hour.  This rate will be discounted to
$100 per hour.

Mr. Freeman 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 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.


MASTEC INC: Moody's Rates Proposed $150 Million Senior Notes at B1
------------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$150 million senior unsecured notes of MasTec, Inc.

In addition, Moody's affirmed the company's existing Ba3 corporate
family rating.  The ratings assigned to the notes reflect both the
overall probability of default of the company, to which Moody's
affirms the Ba3 rating, and a loss given default of LGD4 for the
senior unsecured notes.

The rating outlook is stable.  The rating on the notes is subject
to final documentation.

Proceeds from the issuance of the notes will be used to redeem the
company's 7.75% senior subordinated notes due February 2008 with
the remaining proceeds to be used for general corporate purposes
including working capital, acquisitions or organic growth.  The
new senior unsecured notes are being sold in a privately
negotiated transaction without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.

Ratings assigned with a stable outlook:

   -- B1, LGD4, 68% for the $150 million senior unsecured notes

Ratings affirmed with a stable outlook:

   -- Ba3 corporate family rating,

   -- Ba3 probability of default rating, LGD4, 50% loss given
      default assessment; and,

   -- B2, LGD5, 84% for the $121 million 7.75% senior
      subordinated notes.

The existing B2 rating on the 7.75% senior subordinated notes will
be withdrawn upon the completion of the company's planned
redemption of the notes.

The Ba3 corporate family rating reflects MasTec's strong market
position as a relatively large-sized specialty contractor.  The
rating acknowledges that MasTec's improved geographic
diversification somewhat offsets the company's reliance on the
communications and satellite sectors, with roughly half its
combined communications and satellite revenues concentrated with
one customer.

Although Moody's expects that the company's performance will
remain strong, driven partly by strengthening industry demand and
an increasing trend toward the outsourcing of network installation
and maintenance, the rating reflects historically weak, but
improving operating margins and cash flow.  Finally, the rating
reflects management's commitment to maintain its improved leverage
and strong balance sheet, the agency's expectation of increased
cash flow generation and a renewed focus on profitable organic
growth, complemented by strategic acquisitions.

In addition, the agency notes that MasTec continues to be subject
to an ongoing SEC formal investigation into its accounting
restatement in 2003 and significant shareholder concentrations,
allowing a small number of shareholders to influence corporate
decisions.

The stable rating outlook reflects Moody's expectation that
MasTec's operating results will remain strong over the near term
given the ongoing strength in its core end markets and existing
relationships with key communications and, to a lesser extent,
utility customers.  Sustainability in recent, positive free cash
flow generation trends, which should be bolstered upon completion
of the planned divestiture of the Department of Transportation
businesses, could likely result in positive ratings implications.

The B1 rating for the senior unsecured notes reflects the
effective subordination to the company's unrated $150 million
senior secured credit facility.  The notes will be guaranteed by
all material domestic subsidiaries and are expected to contain
traditional high yield covenants.  Moody's said the refinancing of
the senior subordinated notes due February 2008 is viewed
positively.

Moody's previous rating action on MasTec was the Sept. 22, 2006
assignment of a Ba3 probability of default rating.

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
specialty contractor operating mainly in the United States.  Core
activities include the building, installation, maintenance and
upgrade of communications and utility infrastructure.  The company
generated revenues $879 million for the twelve months ending
Sept. 30, 2006.


MASTEC INC: S&P Puts B+ Rating on $150 Mil. Senior Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Coral Gables, Florida-based engineering and
construction contractor MasTec Inc.

At the same time, Standard & Poor's assigned its 'B+' rating to
MasTec's $150 million senior unsecured notes maturing in 2017.

The outlook is stable.

"The ratings reflect MasTec's exposure to the cyclicality of the
telecom and utilities industries as well as its significant
customer concentration and aggressive financial risk profile,
partially offset by the company's competitive and improving
operating margins and currently good liquidity," said
Standard & Poor's credit analyst Robert Wilson.

With the divestiture of its Florida Department of Transportation
assets, MasTec's continuing operations have exhibited significant
improvement, although inconsistent cash flow generation remains a
concern.  A negative outlook or downgrade could result from a
greater-than-expected cyclical downturn or a departure from
MasTec's expected financial policies, including its acquisition
strategy.  Competitive margins and strong niche market shares
temper downside risk, although upside ratings potential is limited
due to its narrow scope of operations and inherent cyclicality.


MAYCO PLASTICS: Asks Court to Fix Administrative Claims Bar Date
----------------------------------------------------------------
Mayco Plastics Inc. is in the process of preparing its proposed
combined plan of liquidation and disclosure statement.  For that
Plan to be confirmed, Section 1129(a)(9) of the Bankruptcy Code
requires the Debtor to pay, on the effective date of the Plan,
all allowed administrative claims against the estate.

In this regard, the Debtor asks the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division to establish the
date two business days before the hearing on confirmation of its
Plan of Liquidation as the bar date for the assertion or request
for payment or allowance of any unpaid administrative claims
against the Debtors' estate.

The Debtor also asks the Court to set an omnibus hearing to hear
and decide objections to any filed administrative claim request
approximately 30 days after the Bar Date.

Headquartered in Sterling Heights, Michigan Mayco Plastics Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


MAYCO PLASTICS: Liquidation Plan Gets Court's Preliminary Approval
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, granted preliminary approval to the combined
plan of liquidation and disclosure statement filed by Mayco
Plastics Inc.

The Court scheduled a hearing to consider final approval of the
Disclosure Statement and confirmation of the Liquidation Plan at
11:00 a.m. on Feb. 23, 2007.

Any objection to the confirmation of the Plan are due on Feb. 16,
2007.

                        Treatment of Claims

The Debtor's Plan of Liquidation proposes to pay Class I Priority
Claims in full, in cash, on the effective date of the Plan from
proceeds of the prepetition collateral of the Debtor's prepetition
lender, PNC Bank.

The secured claims of PNC Bank will also be paid from the proceeds
of the prepetition collateral when liquidated.

The secured claims of the Debtor's postpetition lender, Citizens
Bank, and the participating customers: Lear Corporation, Daimler-
Chrysler Corporation, TRW Automotive U.S. LLC, and General Motors
Corporation, will retain any and all liens in the Debtor's assets
to secure their claims, which will be paid from the proceeds of
postpetition collateral.

Holders of Allowed Unsecured Claims will receive a pro rata
distribution of:

   1) $250,000 from the unsecured carveout;

   2) 1/2 of the proceeds recovered from avoidance actons, after
      payment of allowed administrative claims and priority
      claims;

   3) proceeds of prepetition collateral, if any, after claim
      classes II and III are paid in full; and

   4) the proceeds of postpetition collateral, if any, after
      the claims in class III are paid in full.

Interests of the equity security holders will receive a pro rata
distribution to the extent that funds are available after payment
in full of all claims in the previous classes.  All interests and
equity in the Debtor will be cancelled after confirmation of the
Plan.

Headquartered in Sterling Heights, Michigan Mayco Plastics Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


MILLS CORP: Farallon Offers to Purchase $499 Million of Shares
--------------------------------------------------------------
Farallon Capital Management LLC submitted a term sheet to The
Mills Corp.'s financial advisors, Goldman Sachs & Co. and J.P.
Morgan Securities, for a proposed $499 million acquisition of
additional shares.

Farallon said Mills solicited the offer.

Under the Term Sheet, Farallon will purchase $499 million of
shares at a price of $20.00 per share.  The Term Sheet will
terminate if Mills will not sign on or before Jan. 19, 2007.

Farallon investors will receive a commitment fee equal to 4% of
the total subscription amount upon execution of an agreement
relating to the shares.

The commitment to purchase shares will terminate if Mills will
enter into a competing transaction.  Under that scenario, Mills
would be required to pay a break-up fee of $15 million.

Pursuant to the Term Sheet, Farallon would have the right to
terminate all of its obligations, if (i) the conditions set forth
in the Term Sheet are not met within 15 days from the date that
Mills signs the Term Sheet, except to the extent such failure is
due to Farallon's breach of its obligation to use good faith
efforts to consummate the transactions under the Term Sheet, or
(ii) Mills enters into or consummates a Competing Transaction from
the date the Term Sheet is executed by Mills through and including
Sept. 30, 2007.

The proposed transaction is subject to Mills signing the Term
Sheet and specified terms and conditions being met, including but
not limited to:

   (a) Mills' board of directors being reduced to 11 members, with
       the composition of the remaining members to be reasonably
       acceptable to Farallon,

   (b) Mills agreeing to nominate a 2007 board slate reasonably
       acceptable to Farallon, which would include two directors
       that are acceptable to Farallon in their sole discretion,

   (c) all required approvals and consents being obtained,

   (d) the absence of any material adverse change since Jan. 1,
       2005, that has not been disclosed to Farallon,

   (e) the termination of standstill arrangements entered into
       with Mills,

   (f) a waiver of the REIT limitations, if applicable, and

   (g) Mills' receipt of a fairness opinion with respect to the
       proposed transaction.

A full-text copy of the company's Schedule 13D filing is available
for free at http://ResearchArchives.com/t/s?1898

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
The Mills Corp. issued a warning in a Securities and Exchange
Commission filing saying that it could file for bankruptcy
protection if it cannot sell all or part of the company amidst
accounting errors and speculations of possible executive
misconduct.

As reported in the Troubled Company Reporter on March 24, 2006,
the Securities and Exchange Commission has commenced a formal
investigation on The Mills Corp. after the company reported the
restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises Inc. and changes in the
accrual of the compensation expense related to its Long-Term
Incentive Plan.


MILLS CORP: Gazit-Globe Offers $1.1B Revised Recapitalization Plan
------------------------------------------------------------------
Gazit-Globe Ltd. chairman Chaim Katzman submitted a Revised
Recapitalization Proposal to The Mills Corp.  It said Mills
solicited the offer.

Israeli real estate firm Gazit-Globe proposes to recapitalize
Mills with $1.1 billion of new capital.  Gazit-Globe will
immediately contribute $500 million through a private investment
in public equity, or PIPE, transaction.

Gazit-Globe will also contribute $600 million through a rights
offering in which all of Mills' stockholders would participate.
Gazit-Globe agrees to fully "backstop" as a standby purchaser to
ensure that Mills achieves the desired capital infusion.

In exchange, Gazit-Globe will invest $500 million in Mills'
publicly traded common stock.  The PIPE transaction would have a
two-tier structure with the initial $250 million of shares to be
purchased at $23.50 per share.  The remaining $250 million will be
purchased at $18.50 per share, resulting in an average price of
$21.00 per share for the entire $500 million.

Gazit-Globe's offer represents a premium of approximately 38% over
the closing price of $15.21 on Jan. 12, 2007.  Gazit-Globe
disregarded the traditional 30-, 60- and 90-day volume weighted
averages trading price metrics due to the public financial
disclosures of this past week.

The proceeds of the PIPE transaction would be used to pay down the
loan Mills received from Goldman Sachs & Co.

In addition, pursuant to the Revised Recapitalization Proposal,
Gazit-Globe would make available a commitment it has obtained from
Royal Bank of Canada for an aggregate of $675 million to (i)
refinance the entire remaining balance of the Goldman Sachs loan
(after application of the proceeds from the PIPE transaction)
($575 million) and (ii) provide a working capital facility
($100 million).

Gazit-Globe also provided Goldman Sachs & Co. and J.P. Morgan Inc.
with a draft Securities Purchase Agreement proposed to be used in
connection with the proposed PIPE transaction.

Gazit-Globe wants to be entitled to appoint a majority of the
Mills Board.  It wants to reduce the board's size to nine members,
but subsequently agreed to revise this aspect of its proposal.

Following Gazit-Globe's submission of the Revised Plan, JP Morgan
requested that it provide additional background for its proposal
that could be used by the Mills Board in its assessment of the
various bids received.

Gazit-Globe proposed to drop its request to be entitled to appoint
a majority of Mills Board and proposed that it would be willing to
accept a "one share one vote" structure.

It would amend the Revised Recapitalization Proposal and reduce
its proposed representation on the Mills Board from a majority to
a number that approximates its stock ownership after the
recapitalization, i.e., 4 out of 11 members, provided that Mills
eliminated its staggered board structure in favor of the more
stockholder-friendly structure with one-year terms for all board
members.

A full-text copy of the Revised Recapitalization Proposal is
available for free at http://ResearchArchives.com/t/s?1895

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
The Mills Corp. issued a warning in a Securities and Exchange
Commission filing saying that it could file for bankruptcy
protection if it cannot sell all or part of the company amidst
accounting errors and speculations of possible executive
misconduct.

As reported in the Troubled Company Reporter on March 24, 2006,
the Securities and Exchange Commission has commenced a formal
investigation on The Mills Corp. after the company reported the
restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises Inc. and changes in the
accrual of the compensation expense related to its Long-Term
Incentive Plan.


MILLS CORP: Inks $1.35 Billion Agreement with Brookfield Asset
--------------------------------------------------------------
The Mills Corporation and Brookfield Asset Management Inc. has
entered into a definitive agreement pursuant to which Brookfield
will acquire The Mills for cash at a price of $21 per share,
representing a total transaction value of approximately
$1.35 billion for all of the outstanding common stock of The Mills
and common units of The Mills Limited Partnership, and
approximately $7.5 billion including assumed debt and preferred
stock.

Brookfield is a global asset manager focused on property and other
infrastructure assets with over $50 billion of assets under
management.

Under the terms of the agreement, The Mills will merge into a
newly formed subsidiary of Brookfield, and The Mills common
stockholders will receive $21 in cash for each share of Mills
common stock.

Common stockholders will also have the ability to elect instead to
receive up to a maximum of 20% of the outstanding shares of a
continuing public company managed by Brookfield that will hold the
assets of The Mills.

The stock alternative will be subject to proration if holders of
more than 20% of The Mills shares elect to receive stock.  If the
holders of fewer than 10% of the shares elect this stock rollover,
all common shares of The Mills will be exchanged for cash in the
merger.  In the merger, preferred stockholders of The Mills will
receive preferred stock with substantially the same terms.

Limited partners in The Mills Limited Partnership will be offered
the same consideration as common stockholders of The Mills, and
will have the opportunity to elect instead to roll over all or a
portion of such units into limited partnership interests, subject
to the terms and conditions of the merger agreement.

Brookfield has also agreed to provide The Mills with debt
financing until the completion of the merger by assuming The
Mills' approximately $1 billion Senior Term Loan from Goldman
Sachs Mortgage Company and subsequently revising the terms of such
loans and providing a $500 million revolving line of credit on
terms to be contained in a restated credit and guaranty agreement.

Mark Ordan, chief executive officer and president of The Mills,
said, "With this transaction, we have completed our strategic
alternatives process by joining with a world class real estate
owner and operator.

"After a very competitive process, in which our Board considered
numerous alternatives for the company, we believe we have achieved
an outcome that is the best possible result for all involved.

"We believe the transaction with Brookfield not only provides
certain value to The Mills' stockholders, but also affords them
the opportunity to participate in the upside potential created by
this transaction.

"This merger will provide the resources to upgrade our properties,
reinforce our organization and continue to attract premium tenants
to The Mills concept."

Bruce Flatt, managing partner and chief executive officer of
Brookfield, said, "We are pleased to be able to work with The
Mills Corporation to move beyond the recent issues it has
encountered.

"We look forward to working with management of The Mills in
getting back to business and focusing on service excellence to
attract premium tenants to this high quality retail portfolio."

The Mills Board of Directors unanimously approved the transaction,
with those directors affiliated with Kan Am abstaining.  The
transaction is subject to approval by The Mills' stockholders at a
special meeting of stockholders, as well as other customary
closing conditions.

The Mills and Brookfield expect to file a proxy statement and
prospectus in connection with the special meeting of stockholders
following the filing of The Mills' Annual Report on Form 10-K for
the year ended Dec. 31, 2006.  The merger is expected to close in
the second half of 2007.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. served as
financial advisors and Wachtell, Lipton, Rosen & Katz and Hogan &
Hartson LLP served as legal advisors to The Mills.

Credit Suisse and Brookfield Financial Real Estate Group served as
financial advisors and Sidley Austin LLP served as legal advisor
to Brookfield.

                 About Brookfield Asset Management

Brookfield Asset Management Inc. (NYSE/TSX: BAM) --
http://www.brookfield.com/-- is focused on property, power, and
infrastructure assets.  The company has over $50 billion of assets
under management.

                    About The Mills Corporation

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE: MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
The Mills Corp. issued a warning in a Securities and Exchange
Commission filing saying that it could file for bankruptcy
protection if it cannot sell all or part of the company amidst
accounting errors and speculations of possible executive
misconduct.


MIRANT CORP: Selling 6 U.S. Gas Plants for $1.4 Bil. to LS Power
----------------------------------------------------------------
Mirant Corporation entered into a definitive purchase and sale
agreement with LS Power Equity Partners, a member of the LS Power
Group, for the sale of six U.S. natural gas fired plants for a
purchase price of $1.407 billion, which includes estimated working
capital.  The net proceeds to Mirant from the sale after
extinguishing $83 million of project-level debt are expected to be
$1.324 billion.

The company does not expect to recognize any significant tax or
book gain on the transaction.  The U.S. plants being sold are:
Zeeland (903 MW), West Georgia (613 MW), Shady Hills (469 MW),
Sugar Creek (561 MW), Bosque (546 MW) and Apex (527 MW),
constituting a total of 3,619 MW.  The transaction is expected to
close by the second quarter of 2007 after the satisfaction of
certain customary conditions to closing.

"Although these plants do not fit within our business strategy,
they are excellent facilities," said Edward R. Muller, Chairman
and Chief Executive Officer of Mirant Corporation.  "We wish LS
Power great success with them."

Mirant plans to continue returning cash to its shareholders upon
completion of its planned asset and business sales.  The amount of
cash returned will be determined based on the outlook for the
continuing business:

   (1) to preserve the credit profile of the continuing business,

   (2) to maintain adequate liquidity for expected cash
       requirements including, among other things, capital
       expenditures for the continuing business, and

   (3) to retain sufficient working capital to manage fluctuations
       in commodity prices.

Proceeds from the sales of the Zeeland and Bosque plants, expected
to be approximately $500 million, will be reinvested in Mirant
North America, a subsidiary of Mirant Americas Generation, and/or
used to retire debt at Mirant North America.

Mirant Corporation was advised in the transaction by J. P. Morgan
Securities Inc., as financial advisor, and King & Spalding, as
legal counsel.  LS Power Equity Partners was advised by Barclays
Capital, as financial advisor, and Latham & Watkins, as legal
counsel.

                      About LS Power Group

LS Power Group -- http://www.lspower.com/-- was founded in 1990
and is a fully integrated development, investment and asset
management group of companies focused on the power industry.  LS
Power maintains offices in New York, New Jersey, Missouri,
California, Florida and Massachusetts.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03- 46590), and emerged under the terms of a confirmed Second
Amended Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White &
Case LLP, represented the Debtors in their successful
restructuring.  When the Debtors filed for protection from their
creditors, they listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.

                         *     *     *

Moody's Investors Service assigned its B2 corporate family rating,
effective July 13, 2006, on Mirant Corporation


NORAMPAC INC: S&P Cuts Rating on $250 Mil. 6.75% Sr. Notes to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on Cascades
Inc. and Norampac Inc. from CreditWatch with negative
implications, where they were placed Dec. 6, 2006.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate credit rating on Kingsey Falls, Quebec-based Cascades
after reviewing the effects of the company's acquisition of the
remaining 50% of Norampac that it did not previously own.

The outlook is stable.

Standard & Poor's also assigned its 'BB+' secured debt rating to
Cascades' new CDN$650 million revolving credit facility and
CDN$100 million term loan, with a recovery rating of '1',
indicating an expectation of 100% recovery of principal in a
default scenario.

In addition, the rating on Norampac's $250 million 6.75% senior
notes due 2013 was lowered to 'BB-' from 'BB+', as the obligations
now rank alongside Cascades' unsecured obligations, which are also
affirmed at 'BB-'.  Finally, the corporate credit rating on
Norampac was withdrawn after the company was amalgamated into
Cascades.

"The ratings on Cascades reflect the company's weak, but
improving, earnings; aggressive debt leverage; and exposure to
cyclical forest product pricing," said Standard & Poor's credit
analyst Donald Marleau.

These weaknesses are offset by the company's good diversity of
revenue streams and more stable earnings than most of its forest
products peers.

"The acquisition of Norampac improves the company's business risk
profile by giving it full access to Norampac's fairly stable
stream of operating income, rather than the less predictable
residual equity distributions it has received in recent
years," Mr. Marleau added.

Cascades issued CDN$250 million of equity to fund the
CDN$560 million acquisition, thereby increasing its debt leverage
only modestly.  Despite persistently high energy costs and the
strength of the Canadian dollar, Cascades improved its credit
measures in the past year in contrast with many of its
competitors.  The company benefits from good product diversity
among various packaging businesses and tissue, with operations in
Canada, the U.S., and, to a lesser extent, Europe.

The financial performance of both Cascades and Norampac has
improved in recent quarters, as the companies have taken several
measures to reduce costs and close unprofitable assets.  Overall,
Cascades' consolidated revenues are more stable than most of its
forest products peers, owing to steady demand growth and higher
degrees of concentration in the paper packaging and tissue
segments, which combine to contribute to less volatile commodity
prices.

The stable outlook reflects the expectation that Cascades' credit
profile will continue to improve modestly in the near term, as
commodity pricing and margin pressure from energy costs and a
higher Canadian dollar subside.  Nevertheless, the company's
credit metrics remain weak, and the ratings or outlook could be
pressured in the absence of a sustained improvement in
profitability and debt reduction in 2007.


OMEGA HEALTHCARE: Board Increases Dividend on Series D Stock
------------------------------------------------------------
The Board of Directors of Omega Healthcare Investors Inc. declared
a common stock dividend of $0.26 per share, increasing the
quarterly common dividend by $0.01 per share over the prior
quarter, and declared its regular quarterly dividend for the
Company's Series D preferred stock.

The company's Board of Directors reported a common stock
dividend of $0.26 per share, to be paid February 15, 2007 to
common stockholders of record on Jan. 31, 2007. At the date of
this release the Company had approximately 60 million outstanding
common shares.

The company's Board of Directors also declared its regular
quarterly dividend for the Series D preferred stock, payable
Feb. 15, 2007 to preferred stockholders of record on
Jan. 31, 2007. Series D preferred stockholders of record on
Jan. 31, 2007 will be paid dividends in the approximate amount of
$0.52344, per preferred share, respectively, on Feb. 15, 2007.
The liquidation preference for the Company's Series D preferred
stock is $25.00 per share.  Regular quarterly preferred dividends
represent dividends for the period Nov. 1, 2006, through Jan. 31,
2007.

                       About Omega Healthcare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,446 beds located in 27
states and operated by 33 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2006,
Fitch upgraded Omega Healthcare Investors' senior unsecured notes
to 'BB' from 'BB-' and its preferred stock to 'B+' from 'B'.
Additionally, Fitch assigned the company's secured credit facility
at 'BB+'.  The Outlook on all Ratings is Stable.


PAETEC COMMS: Moody's Affirms Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service has confirmed Paetec Communications
Inc.'s corporate family rating at B2, concluding the review
initiated on Aug. 16, 2006, after the company's report that it is
acquiring US LEC Corp. for about $560 million, net of cash.

The acquisition will consist of an exchange of common stock,
valued at about $160 million, the redemption of $268 million in US
LEC's preferred stock and the refinancing of $158 million in US
LEC debt.

In addition, Moody's also assigned a B1 rating to the proposed $50
million revolving credit facility and $625 million first lien
secured term loan, and Caa1 rating to the $175 million second lien
secured term loan at PAETEC Holding, a new holding company created
by the merger.   Moody's has assigned a B2 corporate family rating
to PAETEC.

The outlook is stable.  The new financing will pay for the
acquisition and refinance the $374 million of Paetec's existing
debt.

Since Paetec Communications' existing credit facilities are
expected to be refinanced with the transaction, Moody's has
affirmed the bank facility ratings, which will be withdrawn at
closing.  Moody's has also affirmed US LEC's ratings.  At the
closing of the transaction, the US LEC ratings will be withdrawn.

"Although the increased leverage and the free cash flow drain
during the integration period will stress the company's capital
structure, the company's enhanced operating scale in the eastern
US, and the potential for EBITDA growth driven by merger synergies
should provides sufficient momentum to maintain the corporate
family rating at B2," says Moody's senior analyst Gerald
Granovsky.

The potential financing will increase PAETEC's pro forma adjusted
leverage to about 5.3x at closing, from 4.8x at June 30, 2006.

Moody's has taken these ratings actions:

   *  PAETEC Holdings

      -- Corporate Family Rating, Assigned B2;

      -- Probability of Default Rating, Assigned B2;

      -- Senior Secured Revolving Credit Facility, Assigned B1,
         LGD3, 40%;

      -- 1st Lien Senior Secured Term Loan, Assigned B1, LGD3,
         40%; and,

      -- 2nd Lien Senior Secured Term Loan, Assigned Caa1, LGD5,
         89%.

The outlook is stable.

   * Paetec Communications, Inc.

      -- Corporate Family Rating, confirmed B2 to be withdrawn;

      -- Senior Secured Revolving Credit Facility, affirmed B1 to
         be withdrawn;

      -- 1st Lien Senior Secured Term Loan, affirmed B1 to be
         withdrawn; and,

      -- 2nd Lien Senior Secured Term Loan, affirmed Caa1 to be
         withdrawn.

   * US LEC Corp.

      -- Corporate Family Rating Affirmed Caa1 to be withdrawn;
         and,

      -- 2nd Lien Senior Secured Notes Affirmed B3 to be
         withdrawn.

Paetec Communications, headquartered in Fairport, New York, is a
CLEC and generated revenues of $509 million in 2005.  US LEC,
headquartered in Charlotte, North Carolina, is a CLEC and
generated revenues of $388 million in 2005.


PAETEC HOLDING: S&P Junks Rating on $175 Mil. Senior Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Fairport, New York-based competitive local
exchange carrier Paetec Holding Corp., the newly formed entity
resulting from the merger of Paetec Corp. and US LEC Corp. in a
transaction valued at about $1.8 billion.

The outlook is stable.

As part of the transaction, which is expected to close imminently,
debt at the merging entities Paetec Corp. and US LEC Corp. will be
fully repaid and ratings on these entities will be withdrawn at
that time.  PAETEC Holding's debt will be about $875 million on an
operating lease-adjusted basis.

Additionally, Standard & Poor's assigned ratings to PAETEC
Holding's $850 million aggregate facilities:

   -- 'B' bank loan rating was assigned to the company's
      $50 million senior secured first-lien revolver and
      $625 million senior secured first-lien term loan; and,

   -- 'CCC+' bank loan rating was assigned to the company's
      $175 million senior secured second-lien term loan.

The recovery rating for the first-lien revolver and term loan is
'5', indicating Standard & Poor's expectation for negligible
recovery of principal in the event of a payment default or
bankruptcy.  The second-lien term loan is rated two notches below
the corporate credit rating, based on the significant amount of
priority obligations from the first-lien term loan and revolver.
The recovery rating for the second-lien term loan is '5' as well.

Total bank proceeds of $800 million, combined with $25.2 million
of available cash and $373.6 million in new equity will be used to
refinance $522.4 million of existing Paetec Corp. and US LEC debt,
pay down $268.4 million of US LEC's preferred stock, finance the
$373.6 million equity purchase price, and pay related fees and
expenses.

"The ratings on PAETEC reflect a vulnerable business risk profile
stemming from significant competition from larger, better-
capitalized regional Bell operating companies  and other CLECs,
integration risks, the lack of any sustainable competitive
advantages, low barriers to entry, and a highly leveraged
financial profile," said Standard & Poor's credit analyst Allyn
Arden.

PAETEC competes with Verizon Communications Inc. and AT&T Inc. for
midsize and and large business customers.  These customers
generate average monthly recurring revenue of about $1,800 to
$1,900 each, considerably higher than other rated CLECs.
Additionally, PAETEC will be challenged to successfully integrate
the two companies while maintaining its customer base as
competition increases in its markets.  Tempering factors include
reasonable prospects for solid discretionary cash flow generation,
the potential for meaningful operating and capital expenditure
synergies as a result of the merger, long average contract
durations and low churn, and geographic diversity.

The merged business creates one of the largest CLECs in the U.S.
with over two million access lines and 45,000 midsize and large
business customers in 52 tier one and some tier two markets in the
eastern and Midwest regions, as well as California.


PENINSULA GAMING: Sells $22 Million Senior Secured Notes
--------------------------------------------------------
Peninsula Gaming LLC and its subsidiaries, Diamond Jo Worth LLC
and Diamond Jo Worth Corp., issued and sold to a third party
investor in a private placement $22 million aggregate principal
amount of their 8-3/4% Senior Secured Notes due 2012.

Diamond Jo LLC and Peninsula Gaming Corp., in a private placement,
previously issued and sold to a third party investor
$36.5 million aggregate principal amount of their 11% Senior
Secured Notes due 2012.

The company intends to use the net proceeds from the issuance of
the PGL Notes and the DJW Notes to finance in part the
construction of a new moored barge facility to expand its existing
casino operations at the Diamond Jo casino in Dubuque, Iowa and
the development and construction of a hotel and events center
contiguous to its racetrack and casino at The Old Evangeline Downs
in Opelousas, Louisiana.

In connection with the issuance of the DJW Notes, Diamond Jo Worth
also obtained the consent of the holders of the DJW Notes to the
use of proceeds.

The company also amended its senior credit facility to, among
other things, increase available borrowings under the revolver
portion of the facility by $15 million effective upon the
satisfaction of certain specified conditions and permit the
issuance of the PGL Notes.

Headquartered in Dubuque, Iowa, Peninsula Gaming, LLC, owns and
operates the Evangeline Downs pari-mutuel horse racetrack and
casino in Opelousas, Louisiana, and the Diamond Jo riverboat
casino in Dubuque, Iowa.  Through a wholly owned unrestricted
subsidiary, the company is in the process of constructing a new
casino property in Worth County, Iowa.

                          *     *     *

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 for the Gaming, Lodging & Leisure sector, confirmed
Peninsula Gaming, LLC's B2 Corporate Family Rating.


PILGRIM'S PRIDE: Moody's Cuts Senior Unsecured Credit Rating to B1
------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured credit
rating for Pilgrim's Pride Corporation to B1 from Ba3, its senior
subordinated notes to B2 from B1, and its corporate family ratings
to Ba3 from Ba2.

Moody's also assigned a B1 rating to PPC's planned new
$250 million senior unsecured notes and a B2 to its new
$200 million senior subordinated notes.

The outlook on all ratings is stable.

This rating action comes after the company's report that it has
completed the acquisition of Gold Kist, Inc. for approximately
$1.1 billion in cash plus the assumption of Gold Kist debt.  The
rating on GKIS's debt will be withdrawn upon PPC's repayment of
this debt.

The downgrade reflects the increase in PPC's debt and leverage,
and the weakening of its debt protection measures after its
debt-financed acquisitions of Gold Kist for $1.1 billion in cash
and assumed debt.  It also reflects the challenges the company
faces in integrating Gold Kist's operations into its own.

"While the acquisition makes strategic sense and is a good
addition to Pilgrim's portfolio, the transaction will add a
significant amount of leverage to the company and at a time when
Pilgrim's earnings have been under alot of pressure" stated
Moody's Senior Vice President Peter Abdill.

The stable outlook reflects Moody's expectation that PPC will
effectively integrate Gold Kist's operations into its own, and
will seek to improve debt protection measures and financial
flexibility in the years following the acquisition.

PPC's ratings reflect the company's narrow product mix, highly
volatile earnings stream, and history of periodic debt-financed
acquisitions.  The ratings also reflect the recent severe earnings
pressure in the overall poultry industry, the possibility that
earnings and margins could remain under pressure due to continuing
industry challenges, and the integration risk of the debt funded
GKIS acquisition.  The ratings are supported by PPC's strong
market position in the U.S. chicken industry, its attractive
returns on assets, as well as its historically conservative
capital structure and financial policy.

Ratings assigned:

   -- New $250 Million Sr. Notes of B1, LGD5, 79%
   -- New $200 Million Sr. Sub Notes of B2, LGD6, 94%

Ratings downgraded:

   -- Corporate family rating to Ba3 from Ba2;

   -- Probability of default rating Ba3 from Ba2;

   -- Senior unsecured notes at to B1, LGD5, 79% from Ba3,
      LGD5, 82%; and

   -- Senior subordinated notes to B2, LGD6, 94% from B1,
      LGD6, 95%.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride is a major US
chicken processor and producer of value-added chicken products.


PITTSBURGH BREWING: Has Until Feb. 6 to File Amended Plan
---------------------------------------------------------
The Honorable M. Bruce McCullough of the U.S. Bankruptcy Court for
the Western District of Pennsylvania extended Pittsburgh Brewing
Company Inc.'s time to file an amended plan to Feb. 6, 2007.

The extension intends to allow union workers of IUE/Communications
Workers of America to vote on a crucial labor deal with Pittsburgh
Brewing Acquisition the company formed to buy the brewery out of
bankruptcy.

About 160 employees will vote the labor contract on Sunday,
Jan. 28.  Union representatives agreed on the deal, which included
vacation, wages, and health care concessions, Daniel Lovering of
The Associated Press said.

The contract is an important component of the amended plan put
forward by PBC and an investor group headed by private equity fund
manager John Milne of Westport, Conn.

Under the amended plan, Mr. Milne will become the reorganized
company's chief executive officer.

Judge McCullough rejected PBC's chapter 11 plan filed in October
2006, the Troubled Company Reporter said on Oct. 27, 2006, citing
The AP.  He said PBC's plan for infusing $7 million in debt and
equity is unworkable.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company Inc. -- http://www.pittsburghbrewingco.com/--  
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts were estimated at $1 million
to $10 million.

Keystone Brewers Holding Co, a holding company for PBC's
intellectual property assets, also filed a voluntary chapter 11
petition on March 10, 2006.


REFCO INC: Court Denies Michael McNeil's Stay Request
-----------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denied the request of Michael A.
McNeil to grant a stay on the Dec. 15, 2006 Court order confirming
the Modified Chapter 11 Plan filed by Refco Inc. and its debtor-
affiliates, so that the Debtors' assets would not be distributed
until the Jan. 9, 2007 hearing.

Judge Drain said the request is not appropriate under given
circumstances.

Mr. McNeil, a commodity futures customer of Refco F/X Associates
LLC, states that if Judge Drain denies his request, he will be
completing the process of his appeal from the Plan Confirmation
Order to the District Court, to have any of his requests
considered by the appellate court.

           Plan Administrators Supports Denying Stay Motion

Priort to the Court's order, RJM, LLC, as Plan Administrator, and
Marc S. Kirschner, Chapter 11 Trustee of Refco Capital Markets,
Ltd., and acting as the RCM Plan Administrator under the Modified
Plan, ask the Court to deny the Stay Motion because Mr. McNeil has
failed to:

   (a) show that the extraordinary remedy of substantive
       consolidation would be appropriate in the Debtors' cases;

   (b) demonstrate that FXA should be considered a commodity
       broker, and that the Court erred as a matter of fact when
       it found that the Debtors' case presents "unusual
       circumstances" sufficient to permit the Debtors,
       including a Debtor preliminarily adjudged to be broker,
       to be in Chapter 11; or

   (c) prove an entitlement to a constructive trust that would
       prefer him over similarly situated creditors.

Timothy B. DeSieno, Esq., at Bingham McCutchen LLP, in New York,
tells Judge Drain that Mr. McNeil should not be permitted to
jeopardize the myriad debtor-creditor, inter-debtor and inter-
creditor compromises, and releases as embodied in the Plan.
Mr. DeSieno states that since the entry of the Confirmation Order,
the Plan has been substantially consummated.

"This renders Mr. McNeil's appeal moot, further reducing the
chances that Mr. McNeil can prevail on appeal," Mr. DeSieno
states.

In addition, Mr. DeSieno argues that Mr. McNeil has failed to show
any risk of irreparable injury to himself if the requested stay is
not granted.  Mr. DeSieno notes that Mr. McNeil is a creditor with
a $68,000 claim against FXA and is currently entitled to all of
the benefits afforded under the Plan to others similarly situated.

Mr. DeSieno further contends that the risks to the settlements
embodied in the Plan would be greatly increased by an indefinite
stay, and the remaining distributions to other FXA creditors and
the other Refco estates would be delayed.  Other creditors in the
Debtors' Chapter 11 cases should not be the ones to bear those
risks and delays, Mr. DeSieno maintains.

Moreover, Mr. DeSieno avers that Mr. McNeil has failed to show
that the public interest would favor granting a stay.  Indeed,
Mr. DeSieno points out, the interests of the bulk of creditors in
the Debtors' case would be harmed, not served, by the requested
stay.

In the unlikely event that the Court is inclined to grant a stay,
the Administrators insist that Mr. McNeil should be required to
post a bond to protect the thousands of other creditors against
the harm that will befall them if Mr. McNeil is unsuccessful in
his appeal.

The Administrators maintain that the creditors must await the
resolution of Mr. McNeil's appellate litigation order to receive
their Plan-specified distributions.

                        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, 2007.


REFCO INC: Court Directs Grant Thornton to Produce Documents
------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York granted the request of Joshua R.
Hochberg, the duly appointed examiner in Refco Inc. and its
debtor-affiliates' Chapter 11 cases, to compel Grant Thornton LLP
to produce certain documents under its custody.

The Lead Plaintiff's objection is overruled.

Judge Drain requires Grant Thornton to produce the documents on or
before the date that is 20 days after service of subpoenas
compelling the production as authorized by the Order.

Absent further Court order, the documents designated as
"Confidential" and produced in response to the subpoenas will or
may be made available to, and may be reviewed by:

   (a) the Examiner and attorneys McKenna Long & Aldridge LLP,
       which has been retained by the Examiner to aid in the
       discharge of his duties;

   (b) consultants retained by the Examiner;

   (c) attorneys employed by Milbank, Tweed, Hadley & McCloy,
       LLP, counsel to the Official Committee of Unsecured
       Creditors;

   (d) consultants retained by the Committee, the Additional
       Official Committee of Unsecured Creditors or the Joint
       Subcommittee, including Houlihan Lokey Howard and Zukin,
       FTI Consulting Inc. and Alix Partners;

   (e) attorneys employed by Kasowitz, Benson, Torres & Friedman
       LLP, conflicts counsel to the Committee and counsel to
       the Additional Official Committee;

   (f) attorneys employed by Skadden, Arps, Slate, Meagher &
       Flom LLP, counsel to the Refco Debtors;

   (g) consultants employed by the Debtors, including Goldin
       Associates, LLC, and any of the consultants;

   (h) Marc S. Kirschner, the Chapter 11 Trustee of Refco
       Capital Markets, Ltd., and Bingham McCutchen LLP;

   (i) consultants retained by the RCM Trustee;

   (j) the United States Attorney's Office for the Southern
       District of New York; and

   (k) individuals who have been noticed for depositions,
       scheduled for interviews, or subpoenaed for testimony at
       a trial or hearing.

The production, review and handling of the Documents and materials
produced in response to the Subpoenas will be governed by the
terms of a protective order governing the production and use of
confidential material.

The Examiner believes that Grant Thornton is likely in possession
of documents detailing:

   (i) the procedures and policies applicable to audits and
       reviews performed on the Debtors' financial statements
       from Aug. 1, 2002, to Nov. 30, 2005; and

  (ii) the activities of individual Grant Thornton members,
       professionals, and staff in connection with the audits or
       reviews during the period.

Grant Thornton became the auditor for several of the Refco
companies from August 2002 through the Petition Date.  Grant
Thornton also conducted quarterly reviews of the Debtors'
financial statements.

For a significant period of time prior to becoming Refco's
auditor, Grant Thornton served as tax accountants to Phillip
Bennett, Refco's chairman and chief executive officer.

Based on his understanding of standard practice in the accounting
industry, the Examiner believes it is likely that other members of
Refco's senior management may have been tax clients of Grant
Thornton or may have received tax-related information or services
from the firm as well.

The Examiner states that the documents and information could have
a significant impact on his assessment of the potential existence
of claims against those within the scope of his investigation.

The Examiner reserves his right to seek depositions at a future
date and to serve requests for supplemental and additional
documents.

A schedule of the Documents to be produced by Grant Thornton is
available at no charge at http://researcharchives.com/t/s?1894

           Brokerage Customer Class Plaintiffs Object

The Court-appointed lead plaintiff in In re Refco Capital
Markets, Ltd. Brokerage Customer Securities Litigation, 06-CIV
643 (GEL), pending in the U.S. District Court for the Southern
District of New York opposes to the Motion to the extent that it
does not enumerate the Lead Plaintiff's counsel -- Cole, Schotz,
Meisel, Forman & Leonard, P.A., and Kirby McInerney and Squire,
LLP -- as one of the several parties which will be permitted
access to the Documents under certain restrictions.

The Lead Plaintiff wants the proposed order expanded to provide
its Lead Counsel the same access to the Documents as the other
listed entities.

                        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, 2007.


ROBINSON CONSTRUCTION: Case Summary & 56 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Robinson Construction Co., Inc.
        4029 Old 27 South
        Gaylord, MI 49735

Bankruptcy Case No.: 07-20069

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Robinson Pipeline Contractors, L.P.      07-20072
      Cross Country Pipeline Contractors       07-20073

Type of Business: The Debtors are pipeline contractors.

Chapter 11 Petition Date: January 11, 2007

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Rozanne M. Giunta, Esq.
                  Lambert, Leser, Isackson, Cook & Giunta, P.C.
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989) 894-2232

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

A. Robinson Construction Co., Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Michigan Cat                       Parts/Service          $73,815
P.O. Box 77000, Department 77576
Detroit, MI 48277-0576

Holt                               Parts/Service          $52,973
P.O. Box 991975
Dallas, TX 75391-1975

Recs                               Fuel                   $47,659
P.O. Box 520
Prosper, TX 75078

Pipeline Skid                      Supplies               $37,718

Johnson Oil Company                Fuel                   $22,165

Dineasaurus                        Fuel                   $20,029

Dougs Underground                  Subcontractor          $18,600

DMI                                Supplies               $17,168

Total Oilfield                     Subcontractor          $16,682

State of Michigan - WH             Payroll Tax            $16,325

Huggler                            Fuel                   $14,661

Doug's Welding Inc.                Reg. AP Vendor         $14,440

Wilbur Automotive Supply           Reg. AP Vendor         $13,772

State of Michigan - MESC           Payroll Tax            $12,269

Rehmann Robson P.C.                Reg. AP Vendor         $12,150

Bell Supply                        Reg. AP Vendor         $10,826

American Express                   Reg. AP Vendor         $10,195

Pipe Specialists                   Supplies                $9,902

Home Depot                         Reg. AP Vendor          $9,898

Vermeer Great                      Parts                   $9,851

B. Robinson Pipeline Contractors, L.P.'s 16 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
IUOE 178                           Fringe Benefit        $145,955
Department 76
Washington, DC 20055-0076

Lebpct                             Fringe Benefit         $51,764
Plan Collection Trust
P.O. Box 630771
Baltimore, MD 21263-0771

Worldwide                          Rent Equipment         $35,275
P.O. Box 952092
Dallas, TX 75395-2092

Pipeline 798                       Fringe Benefit         $15,617

Alliance Trenching                 Subcontractor          $13,086

Pipe Specialists                   Reg. AP Vendor         $13,021

Jam                                Fuel                   $10,732

General Agency                     Insurance               $6,259

Ram Ind.                           Rent Equipment          $3,247

Shale                              Reg. AP Vendor          $2,384

Hundley                            Equipment Repairs       $1,463

Tire Factory                       Reg. AP Vendor          $1,443

Burleson                           Reg. AP Vendor          $1,395

Blue Ice                           Reg. AP Vendor          $1,287

Valley Industrial                  Reg. AP Vendor            $648

Martins                            Reg. AP Vendor            $402

C. Cross Country Pipeline Contractors' 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
IUOE                               Fringe Benefit         $36,130
Department 76
Washington, DC 20055

Hawkeye Under                      Subcontractor          $35,190
P.O. Box 326
Roanoke, TX 76262

Western Supply                     Supplies               $34,736
P.O. Box 551
Wichita Falls, TX 76307

Operating Eng. Fringe              Fringe Benefit         $22,142

IUOE - Pension                     Fringe Benefit         $17,711

Laborers - Employer's Benefit      Fringe Benefit         $16,771

MI Labors                          Fringe Benefit         $15,757

Greens                             Welding                $12,104

General Agency                     Insurance               $8,882

State of Michigan                  Payroll Taxes           $4,438

IUOE Local 178                     Fringe Benefit          $3,835

Wilson                             Supplies                $3,815

Pipeline Local 798                 Fringe Benefit          $2,921

Rehman                             Accountant              $2,920

Pipe 798 Benefit                   Fringe Benefit          $2,716

NT Oper Eng.                       Fringe Benefit          $2,331

Teamsters                          Fringe Benefit            $899

Nations Rent                       Rent Equipment            $660

Texas WF Commission                Unemployment Tax          $566

Operating Engineers                Fringe Benefit            $309


ROUNDY'S SUPERMARKETS: Moody's Holds Corporate Family Rating at B2
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Roundy's
Supermarkets, Inc. to negative from stable and affirmed the
company's debt ratings including its B2 corporate family rating.

Moody's affirmation comes after Roundy's agreement to acquire five
Jewel-Osco stores in Milwaukee metro area from Supervalu. The
purchase will be financed by proceeds from the $57.5 million add-
on to the company's existing Term Loan B, which will result in
approximately $800 million to be outstanding under the term loan
at closing.

Ratings affirmed:

   -- Corporate Family Rating at B2
   -- Probability of Default Rating at B3
   -- Gtd. 1st Lien Sr. Sec Revolver at Ba3, LGD2, 18%
   -- Gtd. 1st Lien Sr. Sec Term Loan at Ba3, LGD2, 18%

The negative rating outlook reflects Roundy's accelerating
negative comparable store sales and the challenge of reversing
this trend given the extent of competition.  Ratings could be
downgraded if comparable store sales are likely to remain
negative, if market share erodes due to competition, or if debt to
EBITDA rises above 6x.  Conversely, the rating outlook could
stabilize if comparable store sales become positive, if operating
profitability further improves and if debt to EBITDA is likely to
be sustained below 5.5x.

The affirmation of Roundy's B2 corporate family rating recognizes
the company's position as the leading supermarket operator in
Wisconsin, its relatively modern store base, and the improvement
achieved in its operating profit margins despite intense and
increasing competition from other indigenous supermarket chains
and non-traditional grocery retailers like Wal-Mart.

The company's B2 corporate family rating is one notch below the B1
rating generated by Moody's Global Retail Rating Methodology,
reflecting Moody's concerns that competition will challenge
Roundy's ability to generated strongly positive comparable store
sales in the near term, and that the long term objectives of the
company's private owner will limit leverage reductions over the
intermediate term.

Roundy's Supermarkets, Inc., with headquarters in Milwaukee,
Wisconsin, operates 147 retail grocery stores primarily under the
Pick 'n Save, Copps, and Rainbow banners.  Sales for over twelve
months ending in September 2006 were approximately $3.6 billion.


SABRINA TURMAN: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sabrina R. Turman
        aka Sabrina R. Jones
        10020 Edgewater Terrace
        Fort Washington, MD 20744

Bankruptcy Case No.: 07-10407

Chapter 11 Petition Date: January 12, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Bennie R. Brooks, Esq.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785
                  Tel: (301) 731-4160

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Option One Mortgage           1st Deed of Trust         $709,000
3 Ada Way                     10020 Edgewater
Irvine, CA 92618              Terrace
                              Ft. Washington
                              MD 20744

Option One Mortgage           1st Deed of Trust         $388,000
3 Ada Way                     614 Gallatin St.
Irvine, CA 92618              Washington, DC 20011

Option One Mortgage           1st Deed of Trust         $235,000
3 Ada Way                     4322 Gormon Terrace
Irvine, CA 92618              Washington, DC 20019

Suntrust Bank                 Purchase Money             $46,000
P.O. Box 85032                Security
Richmond, VA 23285            2004 430 Mercedes

HFC Auto                      Purchase Money             $45,000
6602 Convoy Court             Security
San Diego, CA 92111           2004 Yukon Denali
                              SUV

Barclays Bank                 Consumer Debt              $19,210
801 Cherry Street, #3900
Ft. Worth, TX 76102

Internal Revenue Services     Statutory Lien             $18,000
31 Hopkins Plaza, Room 1150   10020 Edgewater
Baltimore, MD 21201           Terrace
                              Ft. Washington
                              MD 20744

Equity One                    2nd Deed of Trust          $16,000
301 Lippincott Drive          10020 Edgewater
Marlton, NJ 08053             Terrace
                              Ft. Washington
                              MD 20744

HFC                           Consumer Debt               $7,026
P.O. Box 1547
Chesapeake, VA 23327

Equity One                    Consumer Debt               $6,012
301 Lipponcott Drive
Marlton, NJ 08053

Merrick Bank                  Consumer Debt               $1,165
P.O. Box 5000
Draper, UT 84020

Macys                         Closed Bank Account           $647
9111 Duke Blvd
Mason, OH 45040

HSBC Visa                     Consumer Debt                 $497
P.O. Box 19360
Portland, 97280

Capitol One                   Consumer Debt                 $346
P.O. Box 85520
Richmond, VA 23229


SANMINA-SCI: 10-K Filing Prompts Moody's to Affirm Low-B Ratings
----------------------------------------------------------------
Moody's has confirmed the Ba3 corporate family rating for Sanmina
-- SCI Corporation after Sanmina's recent filing of its fiscal
2006 Form 10-K with the Securities and Exchange Commission.

At the same time, Moody's has revised the outlook to stable and
lowered the company's liquidity rating to SGL-2.

The filing has brought Sanmina in compliance with covenants per
its borrowing program and removed Moody's concern over the
company's liquidity, caused by the delay of filing of its
financial statements.  As part of the filing, Sanmina restated
financial statements for the past 9 fiscal years for a cumulative
amount of $224 million due to backdating of stock options.
However, Moody's understands that cash impact is minimal from the
restatement.

The stable outlook reflects Moody's expectation that potential
liability, if any, that may arise from derivative lawsuits
surrounding the options backdating should be sufficiently covered
by the company's insurance policies as well as the expectation
that Sanmina should be at least free cash flow neutral in fiscal
2007.  Deviations from such expectations may cause Moody's to re-
examine Sanmina's outlook.  This concludes the review process on
Sanmina's rating commenced in August 2006.

The recent downgrade of Sanmina's corporate family rating to Ba3
from Ba2 reflects the uncertainty surrounding the company's
evolving business model, its weak financial performance, and
deterioration in credit metrics.

Sanmina generated negative free cash flow of $470 million in
fiscal 2006 as a result of declining funds from operations and a
sizable increase in working capital.  Given the contraction in
cash flow generation and significant reduction in its cash
balance, Moody's revised Sanmina's liquidity rating to SGL-2 from
SGL-1.  Sanmina's business model appears to be in transition as
the company searches for a more sustainable and profitable model
in terms of product mix and strategic initiatives.

Sanmina recently reported scaling back its ODM initiative, which
caused inventory write-off for Q4 2006 further impacting
profitability.  Factors supporting Sanmina's Ba3 rating include
Sanmina's size, its tier one status in the EMS industry, generally
favorable outsourcing trend by the OEMs, growing diversity in
Sanmina's end markets served, and the company's strength in some
of the newer industries such as medical and defense industries.

The stable outlook reflects Moody's expectations that Sanmina's
credit profile is unlikely to change significantly over the
intermediate term.

These ratings were confirmed;

   -- Corporate family rating at Ba3;

   -- Probability-of-default rating at Ba3;

   -- $400 million senior subordinated notes due 2013 at B2,
      LGD5, 85%;

   -- $600 million senior subordinated notes due 2016 at B2,
      LGD5, 85%;

   -- $600 million senior unsecured term loan due 2008 at Ba3,
      LGD3, 45%;

This rating was revised;

   -- Speculative grade liquidity rating to SGL-2 from SGL-1.

Sanmina-SCI Corporation, headquartered in San Jose, California, is
one of the largest electronics contract manufacturing services
companies providing a full spectrum of integrated, value added
solutions.


SAPPHIRE VALLEY: Moody's Rates $18 Million Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Sapphire Valley CDO I, Ltd.:

   -- Aaa to $5,000,000 Class X Notes Due 2013;

   -- Aaa to $418,500,000 Class A Senior Notes Due 2022;

   -- Aa2 to $73,000,000 Class B Senior Notes Due 2022;

   -- A2 to $20,000,000 Class C Deferrable Mezzanine Notes Due
      2022;

   -- Baa2 to $20,000,000 Class D Deferrable Mezzanine Notes Due
      2022; and,

   -- Ba2 to $18,000,000 Class E Deferrable Mezzanine Notes Due
      2022.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Senior
Secured Loans, Collateralized Loan Obligations and Total Return
Swaps due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Babson Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SIX FLAGS: Park Sale Not to Affect Fitch's B- Issuer Dflt. Rating
-----------------------------------------------------------------
Six Flags Inc.'s 'B-' Issuer Default Rating and Negative Outlook
are not affected by the reported sale of its seven parks at this
time, according to Fitch Ratings.

Six Flags has reported that it has entered into a definitive
agreement with PARC Management LLC to sell seven of the nine parks
that were under consideration for $312 million, consisting of $275
million in cash and a 10-year note receivable for
$37 million.  Combined with a land sale for $77 million in June
2006, Six Flags will have gross cash proceeds of $352 million for
debt reduction.

Fitch recognizes that the completion of the park sales will
enhance Six Flags' financial flexibility.  In addition to a
sustained improvement in Six Flags' financial profile, Fitch will
continue to evaluate the company's strategy and attempted
operational turn-around.  The Negative Outlook reflects Six Flags'
operating trends which continued to deteriorate in 2006. Operating
performance was also affected due to higher costs associated with
the implementation of the new management team's operating turn-
around strategy.

As of Sept. 30, 2006, liquidity is supported by $58.6 million in
cash and $222 million in revolver availability.  Six Flags has
received covenant waivers and amendments from its lenders through
the fourth quarter of 2007.  The lenders also retain the first-
option on asset sale proceeds. Six Flags faces minimal maturities
in 2007.  In 2008, its revolver matures and it is required to
repay its entire outstanding term loan at the end of that year if
its preferred stock is outstanding at that time.  Fitch will
determine if either Issue or Recovery Ratings are affected when
more details regarding use of proceeds become available.

Fitch currently assigned these ratings:

Six Flags Theme Parks, Inc.

   -- Issuer Default Rating 'B-';
   -- Bank credit facility 'BB-/RR1'.

Six Flags, Inc.

   -- Issuer Default Rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5';
   -- Preferred stock 'CCC-/RR6'.


SMART ONLINE: Amends Registration Rights Pact and Settles Penalty
-----------------------------------------------------------------
Smart Online Inc. entered into amendments to certain registration
rights agreements with certain existing investors in connection
with certain private placements that took place during 2005 and
2006.  The company settled the penalties due under the prior
registration rights agreement for an aggregate amount of $233,122
with the investors.

Under the terms of the amendment, the existing investors will
receive a predetermined payment as Smart Online has not registered
the subject shares.  At the company's sole discretion, the amount
may be paid in shares of common stock, which is determined by
dividing the penalty amount by the purchase price of the shares
under the applicable subscription agreement.

Under the original rights agreements, the investors have been
accruing a late registration penalty based on a formula using the
time between the target registration date, which has passed, and
the actual registration date, which has not yet occurred.

The company is still unable to predict when the actual
registration rights agreements registration date will be.  As of
Nov. 30, 2006, the aggregate penalty amount due under the prior
registration rights agreement would have been $340,789.54 to the
investors who amended their registration rights agreement.  If the
company had not settled the registration penalties with the
existing investors, the penalty would have continued to accrue
until a registration agreement was filed.  Following the execution
of the agreements, no further penalties will accrue for those
existing stockholders that entered into the amendment.

Smart Online Inc. -- http://www.SmartOnline.com/-- develops and
markets Internet-delivered Software-as-Service software
applications and data resources to start, run, protect and grow
small businesses.

                        Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Smart Online,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's recurring
losses from operations and working capital deficit.


SMART ONLINE: Atlas Capital Increases Loan Credit to $2.5 Million
-----------------------------------------------------------------
Smart Online Inc. reported that Atlas Capital S.A. has agreed to
increase its existing irrevocable letter of credit to $2.5 million
from $1.3 million to enable Smart Online to further execute on its
business plan and to fund the iMart Incorporated acquisition
payments.

"We are pleased our investors and executive management are
committed to the opportunities that lie ahead for Smart Online
without the need for immediate share dilution" said Michael Nouri,
Smart Online chief executive officer.   In addition, I am pleased
by the dedication of our executives to look at the upside of our
profitability by electing to cut their base salaries in support of
Smart Online's future."

In return for this commitment, Smart Online has entered into a
Stock Purchase Warrant and Agreement with Atlas Capital granting
Atlas Capital the right to purchase Smart Online common stock at
$2.70 per share.  This agreement provides for the purchase of a
maximum of 444,444 shares of common stock and can be exercised
only after the termination of the two-year letter of credit or
in the event of default under the letter of credit.

Furthermore, the executive officers and management team have
voluntarily elected to take base salary reductions in return for a
performance based quarterly bonus.

Smart Online Inc. -- http://www.SmartOnline.com/-- develops and
markets Internet-delivered Software-as-Service software
applications and data resources to start, run, protect and grow
small businesses.

                        Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Smart Online,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's recurring
losses from operations and working capital deficit.


SMART ONLINE INC: Posts $1.9 Million Net Loss in 3rd Quarter 2006
-----------------------------------------------------------------
Smart Online Inc. reported a $1.9 million net loss on $749,206 of
total revenues for the third quarter ended Sept. 30, 2006,
compared to a $2.2 million net loss on $344,692 of total revenues
for the same period in 2005.

The increase in revenues is primarily attributable to revenue from
the company's newly acquired subsidiary, Smart Commerce, in the
amount of $661,439.

There was no comparable revenue generated by this subsidiary for
the third quarter of 2005 as that was a pre-acquisition period.
This increase was partially offset by the decreases in integration
fees of $197,292 and syndication fees of $46,250 fees.

Operating expenses decreased to $1.8 million, or 28%, for the
third quarter of 2006 from $2.5 million during the third quarter
of 2005.

At Sept. 30, 2006, the company's balance sheet showed $8.3 million
in total assets, $5.1 million in total liabilities, and
$3.2 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.5 million in total current assets
available to pay $5 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?16c0

                        Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Smart Online,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2005,
and 2004.  The auditing firm pointed to the company's recurring
losses from operations and working capital deficit.

                           *     *     *

Smart Online Inc. (OTCBB: SOLN) -- http://www.SmartOnline.com/--  
offers a private-label syndicated online business platform that
enables Web delivery of applications and services used to start
and manage small businesses.


SNOQUALMIE ENTERTAINMENT: Moody's Rates $200 Mil. Sr. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3,LGD4 rating to Snoqualmie
Entertainment Authority's $200 million fixed rate senior notes and
$120 million floating rate senior notes.

A B3 corporate family rating, B3 probability of default rating,
and stable ratings outlook were also assigned.

Proceeds from the new senior notes along with a furniture,
furnishings and equipment loan that the Authority plans to obtain
in the future will be used primarily to fund the development and
construction of Casino Snoqualmie, a Las Vegas style casino
facility to be located approximately 26 miles outside of Seattle,
Washington.  The casino will be owned and operated by the
Snoqualmie Indian Tribe.

The Authority's B3 corporate family rating considers its large,
debt financed ground-up development plans, pro forma small
size & single asset profile, and the existence of seven Las Vegas-
style casinos within 50 miles of Casino Snoqualmie's planned
location.  The rating also takes into account that the Tribe does
not have any casino operating history or earnings and has never
operated or managed a business comparable to Casino Snoqualmie.
The Tribe has only recently hired a Chief Executive Officer for
the Authority and has not yet hired any other senior operating
personnel.  The Tribe has however, identified individuals to fill
the Chief Operating Officer and Chief Financial Officer positions
and is confident they will join the Authority shortly after the
financing is in place, but these individuals have no obligation to
accept employment.

Positive ratings consideration is given to the proposed casino's
location and favorable market demographics. Casino Snoqualmie will
be the only Las Vegas-style casino along the six-lane Interstate
Highway 90 in western Washington State and will be the closest Las
Vegas-style casino to downtown Seattle, based on drive time.  The
Authority's primary market and secondary market areas have
significant populations as well as above average household
incomes.  Additionally, Casino Snoqualmie will operate in an
established gaming market that has exhibited growth in the number
of video gaming terminals suggesting that favorable demand
characteristics currently exist.

The stable ratings outlook reflects the inclusion of an interest
reserve that will cover the first four semi-annual interest
payments.  The outlook also anticipates that the Authority will
successfully obtain at least $38 million of furniture, furnishings
and equipment financing six to nine months prior to the expected
opening date of Casino Snoqualmie.  The successful completion and
opening of Casino Snoqualmie along with demonstrated management
and tribal stability during the development period could result in
a one-notch upgrade.  Ratings could be negatively impacted by
material scope changes, construction delays and disruption, or
slower than expected
ramp-up.

The Snoqualmie Entertainment Authority is an unincorporated
instrumentality of the Snoqualmie Indian Tribe, formed in
September 2006 to develop and operate all gaming and related
businesses of the Tribe, including Casino Snoqualmie.  The
Authority will own, operate and manage Casino Snoqualmie on the
Tribe's reservation near Seattle, Washington.


SOLUTIA INC: Asks Court to Increase Total OCP Payment to $15 Mil.
-----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to increase the
aggregate total amount payable to ordinary course professionals
from $10,000,000 to $15,000,000, without prejudice to requests for
further increase.

The Court, in January 2004, entered an order approving Solutia's
request to employ and pay ordinary course professionals.  The OCPs
could be retained and paid without having to file individual
retention and fee applications as long as the aggregate amount of
fees do not exceed $10,000,000.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
New York, tells the Court that due to the duration of the
Debtors' Chapter 11 cases, Solutia will soon exceed the OCP Cap.

If the OCP Cap is not increased, Solutia will no longer have the
ability to employ and compensate its OCPs without their
preparation and filing of retention and fee applications,
Mr. Henes avers.

The preparation and filing of the applications is an unnecessary
financial burden to Solutia and its estates as the OCPs are being
retained in the ordinary course of business, Mr. Henes asserts.
Hence, he maintains, an increase in the OCP Cap by $5,000,000 is
in the best interests of the estates.

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: Committee Wants to Intervene in Calpine Arbitration
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Solutia Inc. and
its debtor-affiliates' chapter 11 cases seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
intervene in the arbitration of the contested claims of Decatur
Energy Center LLC and Calpine Central L.P. pursuant to Rule
24(a)(2) of the Federal Rules of Bankruptcy Procedure, and Section
1109(b) of the Bankruptcy Code.

Before it filed for bankruptcy, Solutia entered into a series of
20-year term contracts scheduled to commence in 2002, with Calpine
Central, Calpine Power Services Company, and Decatur pursuant to
which Calpine built a natural gas co-generation facility on land
leased from Solutia at Solutia's plant in Decatur, Alabama.

Calpine and Solutia, however, agreed to delay commencement of
performance until June 1, 2004, because of the unanticipated
increase in natural gas prices.

In 2004, Solutia determined that the then-current and forecasted
price of natural gas rendered it more cost-effective for Solutia
to return to its historical practice of purchasing energy of the
Decatur plant from the Tennessee Valley Authority and generating
its own steam, rather than buying energy and steam from Calpine.
On May 13, 2004, Solutia filed a motion seeking to reject certain
Contracts.

The Court entered a stipulated order on May 24, 2004, settling
the motion and approving the rejection of certain Contracts.
Calpine was permitted to submit proofs of claim for damages
allegedly resulting from the rejection of the Contracts.

Solutia objected to two of the three claims filed by Calpine for
damages relating to the Rejected Contracts.  Both claims
aggregate $382,717,333.

The Court entered an order dated November 2005, compelling
arbitration of the contested claims of Calpine Central and
Decatur.  The parties agreed to stay the Arbitration to conduct
settlement negotiations; however, no resolution materialized
between the parties and, consequently, the Arbitration will
proceed.  The Creditors Committee then sought and obtained
approval, in August 2006, to retain conflicts counsel to
represent the interests of unsecured creditors in the
Arbitration.

The Creditors Committee and the Debtors have consulted
extensively about the merits of the Arbitration, and the Debtors
have granted the Creditors Committee access to documents produced
in the Arbitration.

John J. Jerome, Esq., at Saul Ewing LLP, in Philadelphia,
Pennsylvania, conflicts counsel to the Creditors Committee, tells
the Court that the outcome of the Arbitration will affect the
ultimate recoveries available to unsecured creditors, therefore,
it is essential for the Creditors Committee to become a formal
party to the Arbitration in order to assert and protect the
interests of the unsecured creditors.

The Creditors Committee's request to intervene is also timely as
the Arbitration remains in the early stages -- fact discovery is
ongoing and the deadline to disclose experts and exchange expert
reports is in late March 2007.  The Arbitration hearing is not
until August 27, Mr. Jerome notes.

The Creditors Committee does not intend to raise new issues,
assert new or different objections to the Calpine Claims, or take
any other actions that would adversely affect the scheduling
order entered by the Arbitration Panel in September 2006.
Moreover, no party will be prejudiced by the intervention,
Mr. Jerome maintains.  He clarifies that the Committee merely
seeks to ensure that its constituents' interests are represented.

                        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).


SOLUTIA INC: Equity Committee Hires Two Experts for Pharmacia Case
------------------------------------------------------------------
In accordance with the U.S. Bankruptcy Court for the Southern
District of New York's order approving procedures for the
retention of experts entered on Dec. 15, 2005, the Official
Committee of Equity Security Holders of Solutia Inc. filed
separate notices of the retention of David O. Carpenter and
Walter P. Schuetze, as experts in the adversary proceeding
commenced by the Equity Committee against Monsanto Company and
Pharmacia Corporation.

Solutia Inc. and its debtor-affiliates  have consented to the
retention of Messrs. Carpenter and Schuetze.

Mr. Carpenter is knowledgeable on the effects of PCBs on human
health and PCB regulation by federal and international agencies
before September 1997.  He has been retained to provide analyses
and opinions regarding Pharmacia Corporation's, "Old Monsanto",
knowledge of the distribution of and health effects of PCBs at
the time of the spin-off of Solutia.

Mr. Carpenter's analysis will focus on, among other things, the
contrast between:

     * the facts in Old Monsanto's possession at the time of the
       spin related the human health effects of PCBs; and

     * the characterization of the risks by Old Monsanto in its
       spin related disclosure statements.

Mr. Carpenter will be paid $400 per hour and reimbursed for out-
of-pocket expenses incurred in connection with his services.

The Equity Committee also seeks the retention of Mr. Schuetze, an
expert on Federal Accounting Standards Board Statement No. 5.  He
has been retained to provide analyses and opinions regarding Old
Monsanto's compliance with FAS 5 at the time of the spin-off of
Solutia from Old Monsanto based on statements contained in
various spin-related disclosure documents, including the July 14,
1997 proxy statement seeking shareholder approval of the spin.
The opinions will include Old Monsanto's spin-related compliance
with FAS 5 as to the Anniston PCB toxic tort litigation and the
disclosure and accrual of other legacy liabilities.

Mr. Schuetze's analysis will focus on, among other things, the
contrast between:

     * the facts in Old Monsanto's possession at the time of the
       spin related the economic risks that the legacy
       liabilities posed to the economic viability of Solutia;
       and

     * the characterization of the economic risks by Old Monsanto
       in its spin related disclosure statement.

Mr. Schuetze will receive $1,000 per hour and will be reimbursed
for out-of-pocket expenses incurred in connection with the
services.

                      Reservation of Rights

Pharmacia Corporation and Monsanto Company reserve any and all
rights relating to the proposed witnesses, Messrs. Carpenter and
Schuetze, beyond the mere issue of retention, including the right
to object to the qualifications of each of the proposed
witnesses; to the subject matter of the testimony purported to be
given; to the admissibility of any testimony from the witnesses;
and to the fees and expenses for the proposed witnesses under any
standard.

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


SOUTH COAST: Moody's Cuts Rating on $32 Mil. Class B Notes to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on the class of
notes issued in 2002 by South Coast Funding II Ltd., an investment
grade collateralized debt obligation issuer:

   * The $32,500,000 Class B Floating Rate Senior Subordinate
     Notes due 2037

      -- Prior Rating: Baa2, on watch for possible downgrade
      -- Current Rating: Ba1

According to Moody's, the rating action reflects the overall
deterioration in the credit quality of the transaction's
underlying collateral portfolio.  As reported in the December 2006
trustee report, the weighted average rating factor of the
portfolio was 973, significantly higher than the transaction's
trigger level of 430.  In addition, the weighted average coupon
and the weighted average spread of the portfolio have dropped
below their trigger levels.  The WAC stood at 6.44, compared to
the trigger level of 6.75; the WAS stood at 2.13 compared to the
trigger level of 2.25.


SPECTRUM BRANDS: To Cut 100 Jobs Pursuant to Reorganization
-----------------------------------------------------------
Spectrum Brands Inc. will cut approximately 100 jobs pursuant to
the company's plan to streamline its business into three units.

Spectrum Brands disclosed plans to realign the company's four
operating segments into three vertically integrated, product-
focused operating units: Global Batteries & Personal Care, Home &
Garden and Global Pet Supplies.

Spectrum said that the consolidation of the operating segments
will begin immediately and will be reflected in its financial
report for the second quarter of fiscal 2007.

According to Dave Jones, Spectrum Chairman and Chief Executive
Officer, the realignment will make the company a stronger, more
efficient and competitive company.

"By streamlining the business into three product-oriented
operating units, we will significantly enhance our competitive
focus and improve our cost structure," Mr. Jones says.  "These
changes will allow us to go to market faster with new,
innovative products, as well as improve our ability to
efficiently allocate resources on a worldwide basis.  This
business unit realignment will also facilitate the orderly
execution of the asset sale process we announced in July."

With the changes, the company plans to undertake steps to cut
down costs including a reduction in employee headcount by around
100 employees.  "Our new structure will enable Spectrum to
operate more efficiently and profitably by eliminating
duplicative staff functions and overhead in each of our business
units, and downsizing our corporate infrastructure," Mr. Jones
adds.

Moreover, the company unveiled appointments including:

   * David Lumley as President of Global Batteries & Personal
     Care and Home & Garden, and Co-Chief Operating Officer of
     Spectrum Brands;

   * Remy Burel as President of Europe/ROW;

   * John Heil as Co-Chief Operating Officer of Spectrum Brands;
     and

   * Kent Hussey as Vice Chairman of Spectrum Brands.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Moody's Investors Service confirmed Spectrum Brands Inc.'s B3
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


SPECTRUM BRANDS: Receives Notice of Default from Noteholders
------------------------------------------------------------
Spectrum Brands Inc. received a purported notice of default from
entities claiming to be the holders of or to have discretionary
authority in respect of its 8-1/2% Senior Subordinated Notes due
2013.

The Notice asserted that the company's incurrence of indebtedness
under its Fourth Amended and Restated Credit Agreement dated as of
Feb. 7, 2005, gave rise to certain defaults relating to the
incurrence of indebtedness, incurrence of liens and delivery of
proper notice under the Indenture, dated as of Sept. 30, 2003,
between the company and the U.S. Bank National Association, as
trustee, governing the Notes.

The company believes that it is not in default under the terms of
the Indenture.

The company believes that all existing indebtedness was incurred
in compliance with the provisions of the Indenture and that no
default has occurred under the Indenture.

The default provisions of the Indenture provide that if the
company had incurred indebtedness other than in compliance with
the Indenture and thereafter received written notice of a default
from either the Trustee or holders representing 25% or more of the
aggregate principal amount of the Notes then outstanding, the
failure by the company for 60 days after such written notice to
comply with the agreements set forth in the Indenture would
constitute an "Event of Default" under the Indenture.

If an "Event of Default" were found to have occurred, the Trustee
or holders of at least 25% in aggregate principal amount of the
Notes then outstanding would have the contractual right to declare
all unpaid principal, and any accrued, default or additional
interest, on the Notes then outstanding to be due and payable.

Such an "Event of Default" could also result in the acceleration
of indebtedness under (i) the company's 7-3/8% Senior Subordinated
Notes due 2015 by action of the trustee under the indenture
governing those notes or the respective holders of at least 25% in
principal amount of those notes outstanding and (ii) the Credit
Agreement by action of the requisite lenders under the Credit
Agreement.

The company has carefully considered the allegations set forth in
the Notice and has concluded that there is no default under the
Indenture.

The Credit Agreement, the indebtedness under which ranks senior to
the indebtedness under the Notes and the 7-3/8% Notes, includes
a revolving credit facility for borrowings of up to $300 million;
contains customary minimum interest coverage and maximum leverage
ratio tests; and contains a customary debt incurrence covenant
permitting the indebtedness under the Notes and the 7-3/8% Notes,
indebtedness necessary to support its ordinary course operations
and a general basket for other unsecured indebtedness in the
aggregate amount of $50 million.

It believes that the company and its subsidiary borrowers are in
compliance with the terms and provisions of the Credit Agreement,
including those relating to limitations on indebtedness.

As of Sept. 30, 2006, there was:

   (a) approximately $350 million in aggregate principal amount of
       the Notes outstanding and approximately $15 million of
       accrued but unpaid interest,

   (b) approximately $700 million in aggregate principal amount
       of the 7-3/8% Notes outstanding and approximately
       $9 million of accrued but unpaid interest, and

   (c) approximately $26 million under the Revolving Credit
       Facility and approximately $1,144 million in other
       indebtedness was outstanding under the Credit Agreement.

A full-text copy of the Notice of Default is available for free at
http://ResearchArchives.com/t/s?189e

A full-text copy of the company's response is available for free
at http://ResearchArchives.com/t/s?189f

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Moody's Investors Service confirmed Spectrum Brands Inc.'s B3
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


TENFOLD CORP: Raises $1.3 Million from Sale of Convertible Stock
----------------------------------------------------------------
TenFold Corporation completed a capital raising transaction for
gross proceeds of approximately $1.3 million, from the sale of
312,009 shares of unregistered convertible preferred stock and
warrants.

The preferred shares are convertible into 4,225,809 shares of
common stock.  The warrants are to purchase 2,112,904 shares of
common stock at an exercise price of $0.62 per share, with a
5 year term.

"I am very pleased these investors in TenFold sought out an
opportunity to take a position in the company without our
solicitation.  What began as one person inquiring if he could
invest attracted others.  All of these investors did so on the
same terms as our March 2006 capital raising transaction," said
Robert W. Felton, TenFold's Chairman, president and chief
executive officer.  "This additional capital is welcome and we
believe signals to our stockholders, customers and staff, that
TenFold has real value from an investment standpoint because our
strategy of building the company brick by brick is helping us grow
stronger in the marketplace.  With this additional backing, we
look forward to continuing our success in introducing our powerful
technology to more prospects and to continuing to serve our
expanding customer base."

TenFold Corporation (OTCBB: TENF) -- http://www.tenfold.com/--  
licenses its patented technology for applications development,
EnterpriseTenFold(TM), to organizations that face the daunting
task of replacing obsolete applications or building complex
applications systems.  EnterpriseTenFold technology lets a small,
team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications.

                        Going Concern Doubt

Tanner LC expressed substantial doubt about TenFold Corporation's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2005.
The auditing firm points to the Company's reliance on significant
balances of its cash for its operating activities and the
likelihood that the Company will not have sufficient resources to
meet operating needs based on its present levels of cash
consumption.


U.S. ENERGY: Can Access New Funding Under Countryside Agreement
---------------------------------------------------------------
U.S. Energy Biogas Corp. has reached an agreement in principle
with Countryside Power Income Fund concerning the principal issue
in the company's Chapter 11 filing in the United States Bankruptcy
Court for the Southern District of New York.

The agreement will enable the company and its parent, U.S. Energy
Systems Inc., to establish new financing for the company that
should enable it to pay all of its creditors in full, exit
bankruptcy quickly, and support the growth of the business for the
benefit of USEY's shareholders.  Upon approval of the agreement by
the United States Bankruptcy Court in the Southern District of New
York overseeing the company's Chapter 11 reorganization case, as
well as each party's respective boards, the company expects to be
able to move immediately toward an expedited confirmation of a
Chapter 11 plan of reorganization.

"We are elated with the agreement we were able to reach with
Countryside," said Asher E. Fogel, Chairman of USEB and Chief
Executive Officer of USEY.  "With approval of this agreement, USEB
can move forward to establish new financing, its management can
move forward to capitalize on USEB's attractive growth
opportunities, and USEY shareholders can benefit from the value of
USEB.  We also are very pleased that our settlement should
expedite the conclusion of USEB's restructuring and facilitate the
payment in full of existing creditors' claims."

The agreement in principle, which USEY is filing in a Form 8-K
with the SEC, provides for Countryside Canada Power Inc, a
subsidiary of Countryside, to have an allowed secured claim of
approximately $99,000,000. Under the agreement, the secured claim
is the only allowed claim that Countryside will have in
the Chapter 11 case. Countryside has agreed to forgo any
claim concerning USEB's April 8, 2004 Royalty Agreement with
Countryside, as well as any claim against USEY under its
Apr. 8, 2004 Development Agreement with Countryside.

The agreement provides for installment cash payments of $3,000,000
on or before Jan. 31, 2007, $30,000,000 on or before March 31,
2007, and the remaining balance of the secured claim on or before
maturity at May 31, 2007.  Outstanding principal amounts shall be
deemed over secured for purposes of adequate protection and the
use of cash collateral in the USEB bankruptcy cases and shall bear
interest at a rate of 10% per annum from Feb. 1, 2007, payable
monthly in U.S. dollars to the Fund.  The parties will work
together to pursue a "take-out" financing before the final
installment date of May 31, 2007.  Mutual general releases will be
exchanged among the parties involved and will cover certain
individuals affiliated with the Fund who have been threatened with
lawsuits arising out of their prior employment by USEY.

The settlement resulted from a mediation that took place in New
York City on January 12 and 13, 2007, and the Court is expected to
consider the company's motion to approve the settlement later this
month.  Ronald Barliant of the law firm of Goldberg Kohn of
Chicago, a former United States bankruptcy judge, presided over
the mediation.  Peter S. Partee of Hunton & Williams LLP served as
lead counsel to the company in connection with the mediation and
its Chapter 11 cases, assisted by Benjamin C. Ackerly and Michael
Wilson, also of Hunton & Williams LLP.  Philip Anker of Wilmer
Cutler Pickering Hale and Dorr LLP served as special counsel to
USEY in connection with the mediation and serves as special
counsel to USEY in connection with the company's Chapter 11 cases.

Court action follows the company's Nov. 30, 2006 announcement that
it had voluntarily filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code, as well as the Court's Dec. 1, 2006
approval of the Subsidiary's critical "first day pleadings".
The company's Chapter 11 filing did not include USEB's parent
company, USEY, or the parent company's other subsidiary, a UK-
based natural gas exploration and development business, UK Energy
Systems.  Moreover, neither USEY's nor UKES's operations are
affected by USEB's Chapter 11 filing.

                        About U.S. Energy

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com/-- develops landfill gas projects
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


U.S. ENERGY: Expects Acceleration of Chapter 11 Plan Confirmation
-----------------------------------------------------------------
U.S. Energy Biogas Corp. expects to accelerate its Chapter 11
reorganization plan confirmation, once the U.S. Bankruptcy Court
for the Southern District of New York approves the agreement,
Reuters reports.

As reported in the Troubled Company Reporter on Dec. 27, 2006,
U.S. Energy Biogas Corp. received approximately $2.7 million in
connection with the termination of currency swap agreements by
which the company serviced its loan from Countryside Power Income
Fund prior to the company's recent Chapter 11 filing.

The funds received by the company and added to its estate consist
of approximately $670,000, the remaining value of unsettled swap
transactions under its swap agreements with Royal Bank of Canada
and The Toronto-Dominion Bank, and $2 million in collateral that
had been held by TD Bank in support of the swap agreements.

Headquartered in New York City, U.S. Energy Systems Inc.
-- http://www.usenergysystems.com/-- owns and operates energy and
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
operating losses and capital deficits.


UNITED COMPONENTS: Earns $2.1 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
United Components Inc.'s financial statements for the third
quarter ended Sept. 30, 2006, reported net income of $2.1 million,
including $6.9 million in special charges, primarily costs related
to the acquisition of ASC Industries and facilities consolidation
costs.  Excluding these charges, adjusted net income would have
been $6.4 million for the quarter.  Adjusted net income for the
third quarter of 2005 was $6.6 million, excluding a $600,000
special charge.

Revenue of $252.4 million increased $28.5 million compared to the
year-ago quarter.  The quarter included $25.3 million in sales by
water pump manufacturer ASC Industries, which was acquired by the
company during the second quarter.  The company reported revenue
increases in the retail, OEM and heavy duty channels, and declines
in the original equipment service and traditional channels.

Earnings before interest, taxes, depreciation and amortization, or
EBITDA, for the company's continuing operations, as adjusted
consistent with the company's historical presentations, was
$34.6 million for the third quarter, compared with $29.6 million
for the year-ago quarter.

"This was an important quarter for United Components, as we took
significant steps to integrate our historical water pump
operations with ASC Industries, and continued our initiatives to
streamline our business and make operational improvements," said
Bruce Zorich, Chief Executive Officer of UCI.  "The water pump
integration is right on track, with the combination of the
distribution operations being completed ahead of schedule, and the
manufacturing integration now underway and on schedule.  We are
well on the way toward delivering our expected cost savings in the
quarters ahead."

"In addition, the strategic initiatives we have undertaken over
the past several quarters have allowed our core business to show
continuing improvement in our operating results, even as the
overall market is showing softness," continued Zorich.  "These
initiatives include targeted new business wins, additional cost
reduction projects and consolidation of manufacturing and
distribution facilities.  We are working to continue this progress
and, leveraging ASC's China operations, expand UCI into an
efficient global manufacturer."

As of Sept. 30, the company's debt stood at $532.7 million.  The
company ended the quarter with $41.4 million in cash.  In
addition, on Oct. 27, 2006, the company repaid $30 million of its
senior credit facility borrowings with cash flow from operations.

                      About United Components

United Components, Inc. -- http://www.ucinc.com/ -- supplies a
range of products to the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers in
North America.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Moody's Investors Service assigned a Caa2 rating to the
unguaranteed senior unsecured notes of UCI Holdco Inc., the
ultimate parent of United Components Inc.  The rating agency also
lowered the Corporate Family and Probability of Default ratings to
B3 from B2, and repositioned these ratings at the Holdco level.

Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.


USI HOLDINGS: Fitch Places $210MM Secured Term Loan Rating at BB-
-----------------------------------------------------------------
Fitch Ratings has placed the ratings for USI Holdings Corporation
on Rating Watch Evolving after its disclosure that it has entered
into a definitive merger agreement to be acquired by GS Capital
Partners, a private equity affiliate of Goldman Sachs Group.

The transaction is valued at roughly $1.4 billion, which includes
repayment of USIH's current debt outstanding equal to Fitch's
current estimate of $380 million.

Fitch currently rates USIH as:

   -- Issuer Default Rating 'BB-'; and,

   -- $210 million five-year secured term loan due March 24, 2011
      'BB-'.

USIH debt currently consists of a $385 million senior secured
credit facility, including the $310 million secured term loan and
a $75 million revolving line of credit.  USIH also has various
notes payable associated with past acquisitions.

The Evolving Rating Watch indicates that the IDR and issue ratings
for USIH could potentially be upgraded, downgraded, or affirmed,
depending on the outcome of the pending acquisition. Although USIH
has disclosed a general outline of the transaction, it has not yet
provided all the details about how the transaction will be
completed.  Some of the details that will be important in
determining Fitch's ultimate rating actions include USIH's pro
forma capital structure and operating plan.

Fitch appreciates the potential strategic benefits that such a
private equity acquisition might afford USIH, with a more
significant balance sheet and market position, increasing
opportunities for acquisitions and organic revenue growth.  A
significant decrease in financial leverage with the corresponding
large increase in equity could also lead to a possible rating
upgrade.

Factors that could lead a possible rating downgrade include a
material increase in USIH's financial leverage, changes to its
operating strategy, and/or changes to senior management.  Fitch
appreciates that in many instances, private equity investments
lead to a leveraged capital structure and a significant increase
in debt.  However, Fitch also believes that this potential debt
may have better terms and conditions than USIH's existing debt, as
a result of a larger equity base and a well known and reputable
equity investor as its owner.

Fitch expects to learn more regarding USIH's future capital
structure in the coming weeks and could potentially move to Rating
Watch Positive or Negative from Rating Watch Evolving at that
time.

The Rating Watch will ultimately be resolved upon completion of
the acquisition, currently projected for second quarter 2007.


VITRO SA: To Offer $750 Million Notes to Institutional Buyers
-------------------------------------------------------------
Vitro, S.A.B. de C.V. disclosed a $750 million debt offering to
refinance existing third-party debt at the Vitro holding company
level and substantially all of the third-party debt at its
subsidiary Vitro Envases Norteamerica, S.A. de C.V. ("VENA").

The Offering will consist of bank and/or bond financing in at
least two tranches and will be guaranteed by VENA and its wholly-
owned subsidiaries and Vimexico, S.A. de C.V. ("Vimexico") and its
wholly-owned subsidiaries.

The Offering will be made to qualified institutional buyers in the
United States in reliance on Rule 144A under the Securities Act of
1933 and to non-U.S. persons outside the U.S. in accordance with
Regulation S under the Securities Act of 1933.  The Offering, to
the extent it is in the form of notes, will be issued with
registration rights.

                   10.75% Notes Tender Offer

Concurrently with the Offering, VENA also made an offer to
purchase for cash any and all of its outstanding 10.75% senior
secured guaranteed notes due 2011 and is soliciting consents from
the holders of the Notes to proposed amendments to the indenture
under which the Notes were issued.  The Amendments will, among
other things, enable the release of certain liens on the
collateral for the 2011 Notes.

The Tender Offer and Consent Solicitation are subject to
consummation of the Offering and the Offering is subject to
receipt of the required consents in the Consent Solicitation.

                   About Vitro, S.A. de C.V.

Headquartered in Nuevo Leon, Mexico, Vitro, S.A. de C.V.,
(NYSE: VTO; BMV: VITROA) -- http://www.vitro.com/-- through its
subsidiaries, produces flat glass, glass containers and glassware.
Its subsidiaries serve multiple product markets, including
construction and automotive glass; food and beverage, wine,
liquor, cosmetics and pharmaceutical glass containers; glassware
for commercial, industrial and retail uses.  Vitro also produces
raw materials and equipment and capital goods for industrial use,
which are vertically integrated in the Glass Containers business
unit.

Vitro's subsidiaries have facilities and distribution centers in
nine countries, located in North, Central and South America, and
Europe, and export to more than 45 countries worldwide.

                          *     *     *

Standard & Poor's Ratings Services lowered its long-term local and
foreign currency corporate credit ratings assigned to glass
manufacturer Vitro S.A. de C.V. and its glass containers
subsidiary Vitro Envases Norteamerica S.A. de C.V. (Vena) to 'B-'
from 'B'.

Standard & Poor's also lowered the long-term national scale
corporate credit rating assigned to Vitro to 'mxBB+' from
'mxBBB-'.  The outlook is negative.

Standard & Poor's also lowered the rating assigned to Vitro's
notes due 2013 and Servicios y Operaciones Financieras Vitro S.A.
de C.V. notes due 2007 (which are guaranteed by Vitro) to 'CCC'
from 'CCC+'.  Standard & Poor's also lowered the rating assigned
to Vena's notes due 2011 to 'B-' from 'B'.


VOLT INFORMATION: Closes $70 Mil. Credit Facility for Volt Delta
----------------------------------------------------------------
Volt Information Sciences Inc. closed on a new three-year
$70 million secured stand-alone credit facility for its wholly
owned subsidiary, Volt Delta Resources, LLC.

The Delta Credit Facility is established under a secured,
syndicated, revolving credit agreement with Wells Fargo Bank,
National Association as the administrative agent, arranger, and
lender.  Three additional lenders participated under the Delta
Credit Facility; Lloyds TSB Bank Plc, Bank of America, N.A and
JPMorgan Chase N.A.  The Delta Credit Facility is guaranteed, on a
secured basis, by certain domestic subsidiaries of Delta.  Wells
Fargo and the three additional lenders also participate in the
company's own $40 million revolving credit facility.

Neither the company nor Delta is a guarantor of the other's
facility.

Steven A. Shaw, president and chief executive officer, commented:
"Volt Delta Resources has enjoyed tremendous growth over the past
few years.  The new credit facility better aligns the assets and
liabilities of the Company's subsidiaries and provides Delta with
the stand-alone capital to take advantage of market opportunities
as they arise."

The new Delta Credit Facility will be used in part to pay down
approximately $38 million in inter-company debt now owed by Delta
to Volt.  The company currently has no outstanding debt under its
own revolving facility but has $100 million currently financed
under its $200 million securitization program.

The Delta Credit Facility provides for the maintenance of various
financial ratios and covenants, and imposes limitations on, among
other things, the incurrence of additional indebtedness, the
incurrence of additional liens, sales of assets, the level of
annual capital expenditures, and the amount of investments and
loans that may be made by Delta and its subsidiaries.

Volt Information Sciences Inc. (NYSE: VOL) -- http://www.volt.com/
-- provides national Staffing Services and Telecommunications and
Information Solutions to Fortune 100 customers.  Operating through
a network of over 300 Volt Services Group branch offices, the
Staffing Services segment fulfills IT and other technical,
commercial and industrial placement requirements of its customers,
on both a temporary and permanent basis.  The Telecommunications
and Information Solutions businesses, which include the
Telecommunications Services, Computer Systems and Telephone
Directory segments, provide complete telephone directory
production and directory publishing; a full spectrum of
telecommunications construction, installation and engineering
services; and advanced information and operator services systems
for telephone companies.

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2006 Fitch
Ratings upgraded Volt Information Sciences' Issuer Default Rating
to 'BB' from 'BB-', and has affirmed its senior secured rating at
'BBB-'.  The Rating Outlook is Stable.


WOODWIND & BRASSWIND: Creditors' Meeting on Open-Ended Schedule
---------------------------------------------------------------
The U.S. Trustee for Region 10 will continue a meeting of Dennis
Bamber Inc. dba The Woodwind & the Brasswind's creditors at an
undetermined date, at One Michiana Square, 5th Floor, 100 East
Wayne Street, in South Bend, Indiana.

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

Headquartered in 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.


* Carl Marks Advisory Group Names Richard Heller as Partner
-----------------------------------------------------------
Carl Marks Advisory Group LLC names Richard A. ("Rick") Heller as
partner.  Mr. Heller, who joined CMAG in 2003, was previously a
managing director of the firm.

"Rick Heller's performance as an interim executive for CMAG client
firms has been outstanding," said Mark L. Claster, president of
Carl Marks & Co. Inc.  "In helping them to improve their
performance, and to restore or increase shareholder value, he has
made a significant contribution to our success, and we are proud
to have Rick as a partner."

Mr. Heller will continue to focus on the turnaround of financially
distressed companies and on driving top line growth in consumer
product, manufacturing and service businesses.  As an interim
executive, he has completed the turnaround of a $220 million
consumer products company.  As chief restructuring officer for a
$60 million manufacturer of made-to order building and office
products, he improved EBITDA by $5 million within 12 months by
implementing a comprehensive turnaround and restructuring plan.

Mr. Heller also has improved operations and completed divestitures
for a bankrupt $550 million equipment rental company; restored
growth and transformed an operating loss into a substantial profit
for a $50 million food company; and completed an operational
turnaround of an underperforming $450 million company in the
consumer products industry.

Prior to joining the Firm, Mr. Heller was chief executive officer
of The Steak-umm Company; vice president of marketing at ConAgra
Foods; vice president of marketing and manufacturing at Lea &
Perrins; and has held other senior sales and marketing positions
at Frito Lay and Richardson Vicks, a division of Proctor and
Gamble.  He holds a Bachelor of Science in Business from Boston
University and a Master of Business Administration from the
University of Chicago.

Carl Marks Advisory Group LLC provides investment banking and
advisory services to middle market companies by assisting with
mergers and acquisitions; providing access to debt and equity;
developing and executing financial restructuring plans; conducting
strategic business assessments; developing and executing
improvement plans; and providing interim management.


* Jeff Marwil and Mark Thomas Join Winston & Strawn LLP
-------------------------------------------------------
Winston & Strawn LLP announced Jeff J. Marwil and Mark K. Thomas
and their team of Paul V. Possinger and Brian I. Swett have all
joined its Chicago office as partners from Jenner & Block.  Marwil
and Thomas have worked together for more than 15 years, and bring
nearly 50 years of combined experience in the workout, bankruptcy
and restructuring area.

Mr. Marwil will co-chair Winston & Strawn's restructuring and
insolvency practice with partners Matt Botica and Eric Sagerman,
in the firm's Chicago and Los Angeles offices, respectively.

"We are extremely pleased that Jeff and Mark have joined Winston &
Strawn's highly-regarded national bankruptcy practice," said
Thomas Fitzgerald, Winston & Strawn's firmwide managing partner.
"The hiring of Jeff, Mark and their accomplished team provides
Winston & Strawn's bankruptcy practice additional depth, and
furthers our strategic vision for the practice," added Fitzgerald.
Winston & Strawn's insolvency practice boasts approximately 50
attorneys with numerous veteran practitioners
in Chicago, New York, Los Angeles and San Francisco.

Mr. Marwil focuses his practice on bankruptcy, workouts and
corporate restructuring.  He regularly represents public and
private companies, senior secured lenders, official committees and
hedge fund investors.  Additionally, Marwil is well respected as
an independent fiduciary investigating fraud.  He consults on a
federal level with bipartisan leadership of several Senate
Committees, and recent hedge fund legislation contained language
that Marwil specifically recommended.

Mr. Marwil is a popular speaker at M&A, bankruptcy and legal
industry events, and has authored several articles.  He earned his
juris doctor from DePaul University, where he was a member of the
Law Review, and his bachelor's degree in economics from the
University of Michigan.

Mark Thomas also concentrates his national practice in corporate
bankruptcies, workouts and restructurings for secured lenders,
syndicated loan agents, debtors and borrowers, involving both
public and private companies.  He has handled a number of high
profile bankruptcy cases, including Fruit of the Loom, Montgomery
Ward, Metal Management Company and Archibald Candy Corporation.
Mr. Thomas' work as lead bankruptcy counsel for Archibald Candy
Corporation was recognized in 2004 by both M&A Advisor as the
"U.S. Middle Market Deal of the Year," and by the Chicago Chapter
of the Turnaround Management Association as the "Transaction of
the Year."

Mr. Thomas served as law clerk for the Honorable Robert L. Eisen,
U.S. Bankruptcy Court, Northern District of Illinois.  He holds a
juris doctor from the University of San Diego School of Law and a
bachelor's degree from Northwestern University.

"I have worked with Jeff and Mark in a number of cases over
a 20-year period, and I'm excited to have them join our
restructuring group," said Matt Botica, co-chair of the practice.

Paul Possinger focuses his practice on corporate reorganization,
creditors' rights and bankruptcy, and primarily represents
financially troubled entities and secured lenders in debt
restructuring and reorganization. He earned his juris doctor
from the College of William and Mary and was a member of the
William and Mary Law Review for two years and was executive
professional articles editor.  He received a bachelor's degree,
with university honors, from LaSalle University.

Brian Swett represents senior secured lenders and other secured
creditors, as well as public and private companies, including
debtors in possession, sellers, purchasers, shareholders and
investors, in all aspects of in-court and out-of-court workout,
restructuring and reorganization matters.  Over the last year,
Swett has published several articles on such topics as included
PBGC underfunding liens and insider asset sales.  He also recently
spoke on PBGC underfunding liens.

Winston & Strawn LLP is an international commercial law firm with
more than 850 attorneys in nine offices including Chicago, New
York, Washington, D.C., Los Angeles, San Francisco, London, Paris,
Geneva and Moscow.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Modular Furniture Group, Inc.
   Bankr. E.D. Va. Case No. 06-11775
      Chapter 11 Petition filed December 18, 2006
         See http://bankrupt.com/misc/vaeb06-11775.pdf

In re Miles Drawhorn
   Bankr. E.D. Tenn. Case No. 06-33064
      Chapter 11 Petition filed December 19, 2006
         See http://bankrupt.com/misc/tneb06-33064.pdf

In re Esteban Diaz Vega
   Bankr. D. P.R. Case No. 06-05255
      Chapter 11 Petition filed December 22, 2006
         See http://bankrupt.com/misc/prb06-05255.pdf

In re Paul's Discount Center, Inc.
   Bankr. E.D. Va. Case No. 06-72000
      Chapter 11 Petition filed December 22, 2006
         See http://bankrupt.com/misc/vaeb06-72000.pdf

In re Robert Lee Gant
   Bankr. M.D. Tenn. Case No. 06-07626
      Chapter 11 Petition filed December 22, 2006
         See http://bankrupt.com/misc/tnmb06-07626.pdf

In re Arancello Inc.
   Bankr. D. P.R. Case No. 06-05382
      Chapter 11 Petition filed December 28, 2006
         See http://bankrupt.com/misc/prb06-05382.pdf

In re B.Y. Enterprises, Inc.
   Bankr. W.D. Tex. Case No. 06-61031
      Chapter 11 Petition filed December 27, 2006
         See http://bankrupt.com/misc/txwb06-61031.pdf

In re Gamez Produce, LLC
   Bankr. S.D. Tex. Case No. 06-50284
      Chapter 11 Petition filed December 27, 2006
         See http://bankrupt.com/misc/txsb06-50284.pdf

In re Steve-N-Son Termite & Pest Control Co.
   Bankr. M.D. Tenn. Case No. 06-07659
      Chapter 11 Petition filed December 27, 2006
         See http://bankrupt.com/misc/tnmb06-07659.pdf

In re French Style Corporation
   Bankr. D. P.R. Case No. 06-05412
      Chapter 11 Petition filed December 29, 2006
         See http://bankrupt.com/misc/prb06-05412.pdf

In re Hang 10 Brakes, Inc.
   Bankr. E.D. Tenn. Case No. 06-14563
      Chapter 11 Petition filed December 29, 2006
         See http://bankrupt.com/misc/tneb06-14563.pdf

In re Law Holdings Ltd.
   Bankr. S.D. Tex. Case No. 07-10003
      Chapter 11 Petition filed January 2, 2007
         See http://bankrupt.com/misc/txsb07-10003.pdf

In re A.T. Security Services, Inc.
   Bankr. M.D. Pa. Case No. 07-00014
      Chapter 11 Petition filed January 3, 2007
         See http://bankrupt.com/misc/pamb07-00014.pdf

In re SalAnna Realty, LLC
   Bankr. E.D. Pa. Case No. 07-10057
      Chapter 11 Petition filed January 4, 2007
         See http://bankrupt.com/misc/paeb07-10057.pdf

In re Ronald C. Stanislawczyk
   Bankr. W.D. Pa. Case No. 07-20117
      Chapter 11 Petition filed January 5, 2007
         See http://bankrupt.com/misc/pawb07-20117.pdf

In re Sexton Oil & Minerals Corporation
   Bankr. S.D. Tex. Case No. 07-20012
      Chapter 11 Petition filed January 5, 2007
         See http://bankrupt.com/misc/txsb07-20012.pdf

In re Sirius Systems, Inc.
   Bankr. W.D. Okla. Case No. 07-10032
      Chapter 11 Petition filed January 5, 2007
         See http://bankrupt.com/misc/okwb07-10032.pdf

In re ADM Real Estate LLC
   Bankr. W.D. Pa. Case No. 07-20161
      Chapter 11 Petition filed January 7, 2007
         See http://bankrupt.com/misc/pawb07-20161.pdf

In re 700 North 43rd, Inc.
   Bankr. E.D. Pa. Case No. 07-10150
      Chapter 11 Petition filed January 8, 2007
         See http://bankrupt.com/misc/paeb07-10150.pdf

In re Hampton House Furniture, Inc.
   Bankr. W.D. Pa. Case No. 07-20170
      Chapter 11 Petition filed January 8, 2007
         See http://bankrupt.com/misc/pawb07-20170.pdf

In re WCS Enterprises, Inc.
   Bankr. E.D. Va. Case No. 07-10054
      Chapter 11 Petition filed January 8, 2007
         See http://bankrupt.com/misc/vaeb07-10054.pdf

In re Ardsey, Inc.
   Bankr. W.D. Tex. Case No. 07-50073
      Chapter 11 Petition filed January 9, 2007
         See http://bankrupt.com/misc/txwb07-50073.pdf

In re B & J Bikes, Inc.
   Bankr. E.D. Va. Case No. 07-30075
      Chapter 11 Petition filed January 9, 2007
         See http://bankrupt.com/misc/vaeb07-30075.pdf

In re Matthew Linn
   Bankr. N.D. Ind. Case No. 07-20037
      Chapter 11 Petition filed January 9, 2007
         See http://bankrupt.com/misc/innb07-20037.pdf

In re New Millennium Suites, Inc.
   Bankr. D. N.J. Case No. 07-10357
      Chapter 11 Petition filed January 9, 2007
         See http://bankrupt.com/misc/njb07-10357.pdf

In re The Jewelry Doctor, Inc.
   Bankr. S.D. Ind. Case No. 07-00138
      Chapter 11 Petition filed January 9, 2007
         See http://bankrupt.com/misc/insb07-00138.pdf

In re Allied Fabricating & Welding Company, Inc.
   Bankr. E.D. Tex. Case No. 07-10019
      Chapter 11 Petition filed January 10, 2007
         See http://bankrupt.com/misc/txeb07-10019.pdf

In re Junish Holdings LLC
   Bankr. M.D. Fla. Case No. 07-00214
      Chapter 11 Petition filed January 10, 2007
         See http://bankrupt.com/misc/flmb07-00214.pdf

In re Star Clifton, Inc.
   Bankr. D. N.J. Case No. 07-10412
      Chapter 11 Petition filed January 10, 2007
         See http://bankrupt.com/misc/njb07-10412.pdf

In re Fandorin Restaurant, Inc.
   Bankr. N.D. Calif. Case No. 07-30037
      Chapter 11 Petition filed January 11, 2007
         See http://bankrupt.com/misc/canb07-30037.pdf

In re Group Insurance Administration of Georgia, Inc.
   Bankr. N.D. Ill. Case No. 07-00491
      Chapter 11 Petition filed January 11, 2007
         See http://bankrupt.com/misc/ilnb07-00491.pdf

In re Kara at Atlantic Hills LLC
   Bankr. D. N.J. Case No. 07-10489
      Chapter 11 Petition filed January 12, 2007
         See http://bankrupt.com/misc/njb07-10489.pdf

In re Michael Neuman Company, Inc.
   Bankr. W.D. Tex. Case No. 07-10061
      Chapter 11 Petition filed January 12, 2007
         See http://bankrupt.com/misc/txwb07-10061.pdf

In re Szivos Enterprises, Inc.
   Bankr. M.D. La. Case No. 07-10045
      Chapter 11 Petition filed January 12, 2007
         See http://bankrupt.com/misc/lamb07-10045.pdf

In re Universal Construction & Fabrication, Inc.
   Bankr. E.D. La. Case No. 07-10066
      Chapter 11 Petition filed January 12, 2007
         See http://bankrupt.com/misc/laeb07-10066.pdf

In re Westlake Clinic, Inc.
   Bankr. W.D. Tex. Case No. 07-10058
      Chapter 11 Petition filed January 12, 2007
         See http://bankrupt.com/misc/txwb07-10058.pdf

                             *********

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.

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