TCR_Public/070122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 22, 2007, Vol. 11, No. 18

                             Headlines

ALLIED HOLDINGS: Wants to Enter Into Sixth Amended DIP Credit Pact
ALLIED HOLDINGS: Wants Exclusive Plan Filing Period Extended
ASSET-BACKED: Fitch Downgrades Class BV Certificates to C from CC
ATTENTUS CDO: Fitch Rates $24 Million Class F Secured Notes at BB
AUSTIN COMPANY: Court Confirms Amended Chapter 11 Plan in Ohio

BANC OF AMERICA: Fitch Holds Low-B Ratings on $30.8 Million Certs.
BEAR STEARNS: Fitch Affirms Low-B Ratings on Class J to O Certs.
BEAR STEARNS: Fitch Holds Low-B Rating on $6.3 Mil. Cert. Classes
BEAR STEARNS: S&P Cuts Rating on Class D Certificates to B from BB
BIOMERICA INC: Stand-alone Sales Increase to $1.3 Mil. in Nov. 30

BRAND SERVICES: Moody's Rates $530 Million Senior Term Loan at B1
CABLE & CO: Chisholm Bierwolf Raises Going Concern Doubt
CABLEVISION SYS: Moody's Holds Ratings and Says Outlook is Stable
CALPINE CORP: Commercial Inks Settlement Pact with Calpine Canada
CALPINE CORP: Fund's Settlement Hearing Scheduled Today

CALPINE CORP: Harbinger Responds to Fund's Tender Offer Rejection
CAPE SYSTEMS: J. H. Cohn LLP Raises Going Concern Doubt
CBA COMMERCIAL: Moody's Holds Ba2 Rating on Class M-5 Certificates
CDO REPACK: S&P Cuts Rating on Class D-2 Notes to B from BB+
CONTINENTAL AIRLINES: Earns $343 Million in 2006 Fiscal Year

COPANO ENERGY Closes Amended $200 Million BofA Sr. Credit Facility
COPYTELE INC: Grant Thornton LLP Raises Going Concern Doubt
COREL CORP: Earns $9.4 Million in Fourth Quarter Ended November 30
CREDIT SUISSE: Fitch Holds Low-B Ratings on Class K to N Certs.
CRYSTAL RIVER: Fitch Rates $19 Mil. Class K Fixed-Rate Notes at B

DEEP RIVER: Hires Brady Nordgen as Special Counsel
EDDIE BAUER: Advisory Firms Recommend Stockholders Okay Merger
ENCORE ACQUISITION: Increased Leverage Cues S&P's Negative Outlook
EPICEPT CORP: Faces Nasdaq Delisting Due to Noncompliance
FAIRPOINT COMMUNICATIONS: Agrees to Merge with Verizon Subsidiary

FAMILYMEDS GROUP: Securities Delisted from Nasdaq Capital Market
GENERAL DATACOMM: Eisner LLP Raises Going Concern Doubt
GLOBAL CROSSING: Impsat Shareholders Approve $95 Mil. Acquisition
GLOBAL POWER: Court Extends Lease Decision Period to April 26
GREENWICH CAPITAL: Fitch Ups Ratings on Class P Certificates to B

GREENWICH CAPITAL: Fitch Affirms Rating on Class O Certs. at B-
HANDMAKER JEWISH: Third Amended Plan Tackles Bondholders Claims
HANDMAKER JEWISH: Confirmation Hearing Scheduled for February 8
HARTCOURT COMPANIES: Posts $1 Million Net Loss in Second Quarter
HINE NURSERIES: Completes Sale of Pa. Facility to KW Danville

IMPSAT FIBER: Shareholders Okay Global Crossing's Buy Offer
INNOVATIVE COMMUNICATION: Section 341 Meeting Set for February 7
INVACARE CORP: Moody's Rates $400 Million Facilities at Ba2
INVACARE CORP: S&P Rates Proposed $400 Mil. Senior Facility at B+
ITEN CHEVROLET: Court Converts Case to Chapter 7 Liquidation

ITEN CHEVROLET: Chapter 7 Trustee Wants Libra Thomson as Counsel
ITEN CHEVROLET: U.S. Trustee Will Meet Creditors on January 26
JER CRE: Fitch Holds Rating on $10 Million Class G Notes at B
JP MORGAN: Fitch Holds Low-B Ratings on $34 Million Cert. Classes
KGEN LLC: Moody's Rates $400 Mil. Senior Credit Facilities at Ba3

KMART CORP: Wants Court Decision on Workers' Compensation Claims
LENOX GROUP: Enters New Control Agreement with Timothy Schugel
MEDWAVE INC: Carlin Charron Expresses Going Concern Doubt
MERITAGE MORTGAGE: Fitch Cuts Rating on Class B-1 Loans to B+
MICROISLET INC: Gets $2 Million Loan from Board Chairman

MORTGAGE ASSET: Fitch Rates $15.1 Million Class M-8 Certs. at BB
OFFICE PORTFOLIO: Fitch Holds Rating on Class H Certs. at BB+
PACIFIC LUMBER: Files for Voluntary Chapter 11 Protection in Texas
PACIFIC LUMBER: Case Summary & 62 Largest Unsecured Creditors
POPE & TALBOT: Moody's Junks Senior Unsecured Debt Ratings

QUEEN'S SEAPORT: Can Access Bar-K Cash Collateral Until March 4
RESIDENTIAL ASSET: Moody's Junks Rating on Class M-II-3 Certs.
REFCO INC: IDC Wants Contracts Deemed Assigned to Man Financial
REMEDIATION FIN'L: Has Until Jan. 31 to File Disclosure Statement
REMOTE DYNAMICS INC: KBA Group LLP Raises Going Concern Doubt

SACO I: Poor Performance Prompts S&P's Negative CreditWatch
SANMINA-SCI: Fitch Holds B Rating on Senior Subordinated Debt
SERENITY MANAGEMENT: Case Summary & 299 Largest Unsec. Creditors
SPOKANE RACEWAY: Chap. 11 Trustee Taps Keefe as Litigation Counsel
TOWER AUTOMOTIVE: Completes Sale of Lansing Factory to Woodbridge

TRANSDIGM INC: Issuing Notes to Finance Aviation Tech. Acquisition
TRIBUNE CO: Chandler Trust Plans to Acquire Company for $1.3 Bil.
UTIX GROUP: Vitale Caturano Raises Going Concern Doubt
VASOMEDICAL INC: Posts $368,935 Net Loss in Quarter Ended Nov. 30
WACHOVIA: Fitch Lifts Rating on Class O Certificates to B+ from B-

WERNER LADDER: To Emerge from Bankruptcy in 2007 2nd Half Says CEO
WOODWIND & BRASSWIND: Committee Taps Baker & Daniels as Counsel
WOODWIND & BRASSWIND: Committee Wants A&M as Financial Advisor
XILLIX TECH: Court Extends CCAA Protection Until February 5
YANKEE CANDLE: S&P Junks Rating on Proposed $300 Mil. Senior Notes

* Clark Hill PLC Opens Chicago Office
* Duane Morris Opens Singapore Office; Vietnam Offices to Follow
* Nick Chapman Joins Knox & Co. as Director

* BOND PRICING: For the week of January 15 - January 20, 2006

                             *********

ALLIED HOLDINGS: Wants to Enter Into Sixth Amended DIP Credit Pact
------------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates ask authority from
the Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia to enter into the Sixth Amendment to
the DIP Facility and to pay related fees to the DIP Facility
lenders.

Allied Holdings, Inc.'s executive vice president and chief
financial officer, Thomas H. King, had disclosed in a regulatory
filing with the Securities and Exchange Commission dated
Jan. 10, 2007, that the company entered into a sixth amendment
with respect to its amended Debtor-in-Possession Credit Agreement
with:

    -- General Electric Capital Corporation,
    -- Morgan Stanley Senior Funding, Inc., and
    -- other lenders.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that pursuant to the Sixth Amendment, the DIP
Facility Lenders have agreed to extend the maturity date for the
revolving loans from February 7 to March 30, 2007.  The maturity
date for each of the Term Loan A, Term Loan B, and Term Loan C
under the DIP Facility remains June 30, 2007.

The conditions of the Sixth Amendment include the payment by the
Debtors to the DIP Facility Lenders of a fee equal to 0.125% of
the revolving loan commitments or $162,500.  The Amendment Fee is
immediately due and owing and will be deemed earned when paid and
is non-refundable.

All other material terms and conditions of the DIP Facility, as
previously amended, remain in full force and effect, Mr. King
further discloses.

Mr. Kelley tells Judge Mullins that the required Amendment Fee is
reasonable and appropriate under the circumstances.

The Debtors also seek the Court's waiver of Rule 6004(g) of the
Federal Rules of Bankruptcy Procedure, to the extent applicable,
to allow the Debtors to pay the Amendment Fee to the DIP Facility
Lenders and to take any necessary action for the implementation
of the matters contemplated by the Sixth Amendment, immediately
upon entry of the order approving the Debtors' request.

A full-text copy of the Sixth Amendment to the DIP Credit
Agreement is available for free at:

              http://researcharchives.com/t/s?18b5

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


ALLIED HOLDINGS: Wants Exclusive Plan Filing Period Extended
------------------------------------------------------------
Pursuant to Section 1121 of the Bankruptcy Code, Allied Holdings,
Inc. and its debtor-affiliates ask the Honorable Ray Mullins of
the U.S. Bankruptcy Court for the Northern District of Georgia to
extend the period within which they have the exclusive right to:

   (a) propose and file a plan of reorganization through and
       including Feb. 23, 2007; and

   (b) solicit acceptances of that plan through and including
       April 24, 2007.

The Debtors' cases are sufficiently large and complex to warrant
an extension of their exclusive periods, Jeffrey W. Kelley, Esq.,
at Troutman Sanders LLP, in Atlanta, Georgia, relates.

Mr. Kelley tells Judge Mullins that since the fourth exclusivity
order, the Debtors have concentrated on resolving issues relating
to the estates, including:

   (1) reviewing additional assets available to offer for sale;

   (2) consummating the sale of real property located in Windsor,
       Ontario, Canada;

   (3) litigating adversary proceedings against entities
       wrongfully possessing estate property;

   (4) continuing to review and evaluate executory contracts and
       unexpired leases;

   (5) continuing to analyze and manage prepetition tort claims;

   (6) negotiating with various equipment lessors regarding
       equipment lease issues;

   (7) continuing to provide information to and maintain
       discussions with the Official Committee of Unsecured
       Creditors; and

   (8) bargaining with the International Brotherhood of Teamsters
       for modifications to the existing collective bargaining
       agreement with Teamster-represented employees in the U.S.

Furthermore, an extension is warranted because of certain
unresolved contingencies in the Debtors' Chapter 11 cases,
including obtaining price increases from customers and seeking
wage and benefit relief from the Teamsters, Mr. Kelley explains.

The Debtors are pursuing a course of action they believe will
generate the maximum value for their estates.  The Debtors and
their advisors have kept the Creditors Committees fully informed
of their progress, including full disclosure of financial and
other information with the Committee, Mr. Kelley adds.

Mr. Kelley assures Judge Mullins that the extension will not
result in a delay of the plan process but will permit the process
to move forward in an orderly fashion.

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


ASSET-BACKED: Fitch Downgrades Class BV Certificates to C from CC
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Asset-Backed
Securities Corporation Long Beach Home Equity Loan Trust mortgage
pass-through certificates, series 2000-LB1:

Group 1

   -- Class AF5 affirmed at 'AAA';
   -- Class AF6 affirmed at 'AAA';
   -- Class M1F affirmed at 'BBB+';
   -- Class M2F affirmed at 'CC/DR3';
   -- Class BF affirmed at 'C/DR6'.

Group 2

   -- Class M2V downgraded to 'B' from 'BB+';
   -- Class BV downgraded to 'C/DR5' from 'CC/DR4'.

The mortgage loans were acquired by ABSC, a wholly owned
subsidiary of Credit Suisse First Boston, Inc. from Long Beach
Mortgage Company.  The mortgage loans consist of fixed- and
adjustable-rate subprime mortgage loans and are secured by first-
lien mortgages on one-to-four-family residential properties.  As
of the December 2006 distribution date, the transaction is
seasoned 76 months, and the pool factors for Group 1 and Group 2
are 10% and 5%, respectively.  Washington Mutual Bank is the
servicer for all of the mortgage loans.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $37.83 million of outstanding certificates.  The
negative rating actions on the classes of Group 2, which affect
approximately $50.52 million of outstanding certificates, reflect
continued deterioration in the relationship between CE and future
loss expectations.

Group 1 has maintained little or no overcollateralization for the
last year or more.  As a result, monthly losses have resulted in
the write-down of the BF bond.  With monthly losses net of excess
spread averaging $150,000 over the last six months, the BF bond
will be fully written down in approximately three months, at which
time losses will begin to impact the M2F bond.

Similar to Group 1, Group 2 has maintained little or no OC for the
last year or more.  As a result, monthly losses have resulted in
the write-down of the BV bond.  With monthly losses net of excess
spread averaging $430,000 over the last six months, the BV bond
will be fully written down in approximately 16 months, at which
time losses will begin to impact the M2V bond.

The performances of the transactions have also been adversely
affected by a growing concentration of loans secured with
manufactured homes.  While the percentage of MH loans in the
initial pool balance was relatively modest, the MH loans have made
up a disproportionately large percentage of the liquidated loans
and, due to relatively slow voluntary prepayments, have become a
significant percentage of the remaining pool balance.  As of
November 2006, the MH concentration of Group 1 and Group 2 are
14.88% and 19.78%, respectively.

Fitch will closely monitor the relationship between XS and monthly
losses.  If the losses continue to exceed XS, the ratings will be
reassessed.


ATTENTUS CDO: Fitch Rates $24 Million Class F Secured Notes at BB
-----------------------------------------------------------------
Fitch assigns these ratings to Attentus CDO III, Ltd and Attentus
CDO III, LLC:

   -- $150,000,000 class A1-A first priority delayed draw senior
      secured floating-rate notes due 2042 'AAA';

   -- $100,000,000 class A1-B second priority senior secured
      floating-rate notes due 2042 'AAA';

   -- $100,000,000 class A2 third priority senior secured
      floating-rate notes due 2042 'AAA';

   -- $34,000,000 class B fourth priority deferrable secured
      floating-rate notes due 2042 'AA';

   -- $16,000,000 class C-1 fifth priority deferrable secured
      floating-rate notes due 2042 'A';

   -- $15,000,000 class C-2 fifth priority deferrable secured
      fixed/floating-rate notes due 2042 'A';

   -- $10,000,000 class D sixth priority deferrable secured
      fixed/floating-rate notes due 2042 'A-';

   -- $15,000,000 class E-1 seventh priority deferrable secured
      floating-rate notes due 2042 'BBB';

   -- $7,000,000 class E-2 seventh priority deferrable secured
      fixed-rate notes due 2042 'BBB'; and,

   -- $24,000,000 class F eighth priority deferrable secured  
      fixed-rate notes due 2042 'BB'.


AUSTIN COMPANY: Court Confirms Amended Chapter 11 Plan in Ohio
--------------------------------------------------------------
The Hon. Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio confirmed Austin Company and its
debtor-affiliates' Amended Chapter 11 Plan of Reorganization.

                    Overview of the Plan

As reported in the Troubled Company Reporter on Oct. 4, 2006,
the Debtors told the Court that on the effective date, all of
their estates will be substantively consolidated for the purposes
of distribution and all assets will be transferred to, and will
vest in, the Liquidating Trust, principally for the benefit of
Creditors.  A Liquidating Trustee will be appointed under the Plan
and will continue to liquidate all assets, reconcile claims and
make Distributions to the Creditors holding Allowed Claims.

The Official Committee of Unsecured Creditors will appoint an
Administrator to oversee the Liquidating Trustee.

                     Treatment of Claims

Under the Amended Plan, Administrative Claims, estimated at
$3.8 million, and Priority Tax Claims, estimated at $350,000, will
be paid in full.

The Debtors say that St. Paul's secured claim of up to $14 million
is currently being challenged in an adversary proceeding and the
final outcome will determine the extent, amount and character of
the claim.  In the event that St. Paul is successful in the
adversary proceeding, St. Paul's secured claim will paid in full
on the later of:

    (a) the Initial Distribution Date; or

    (b) as soon as practicable after the claim is allowed by
        Final Order.

Priority Unsecured Claims, estimated between $20,000 to $50,000,
will be paid in full, without interest.

St. Paul has asserted a security interest in certain of their
assets and claimed that certain of the assets are being held in
trust for the sole benefit of St. Paul, and thus are unavailable
to the Estates for distribution. The Debtors dispute each of St.
Paul's theories and have objected or will object to its Claim.
However, if St. Paul is successful on one or more of those
theories, both the Estimated Amount of General Unsecured Debt and
the Estimated Recovery for General Unsecured Claims will be
reduced.

The Debtors tell the Court that assuming that either St. Paul's
Claim is a Secured Claim at the maximum estimated collateral asset
value or that those assets are held in trust for the benefit of
St. Paul, the estimated amount for General Unsecured Claims will
be $49 million with a 15% recovery for unsecured creditors.  If
St. Paul's entire claim is ruled as a General Unsecured Claim,
then the estimated amount will be $56 million with a 25% recovery.

The Debtors dispute the entire Contingent, Unliquidated Asbestos
Demand Claims and do not believe that they have liability on any
of the Demand Claims or that the holders of such Demand Claims are
Creditors of their estates.  In complete satisfaction of these
Demand Claims, holders of Allowed Demand Claims will receive the
right to pursue the Asbestos Insurance Proceeds, if any, Demand
Claims shall not receive any Distribution under the Plan.  Upon
the effective date, the holders of Demand Claims will be released
from the permanent injunction and may pursue their Demand Claims
against Asbestos Insurance Proceeds in a state or federal court of
appropriate jurisdiction.

On the effective date, equity interests will be cancelled and
holders of these interests will receive nothing under the Plan.

A full-text copy of the Debtors' Amended Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=061003204555

                 About Austin Company

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of
in-house architectural, engineering, design-build, construction
management and consulting services.  The Company also offers
value-added strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead
Case No. 05-93363).  Christine M. Pierpont, Esq., at Squire,
Sanders & Dempsey, LLP, represents the Debtors in their
restructuring efforts.  M. Colette Gibbons, Esq., and Victoria E.
Powers, Esq., at Schottenstein Zox & Dunn Co., LPA, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


BANC OF AMERICA: Fitch Holds Low-B Ratings on $30.8 Million Certs.
------------------------------------------------------------------
Fitch Ratings affirms Banc of America Commercial Mortgage Inc.,
commercial mortgage pass-through certificates, series 2004-4 as:

   -- $45 million class A-2 at 'AAA';
   -- $240 million class A-3 at 'AAA';
   -- $225 million class A-4 at 'AAA';
   -- $107 million class A-5 at 'AAA';
   -- $272.2 million class A-6 at 'AAA';
   -- $200 million class A-1A at 'AAA';
   -- Interest-only class XC at 'AAA';
   -- Interest-only class XP at 'AAA';
   -- $35.6 million class B at 'AA';
   -- $11.3 million class C at 'AA-';
   -- $21.1 million class D at 'A';
   -- $9.7 million class E at 'A-';
   -- $16.2 million class F at 'BBB+';
   -- $11.3 million class G at 'BBB';
   -- $16.2 million class H at 'BBB-';
   -- $6.5 million class J at 'BB+';
   -- $6.5 million class K at 'BB';
   -- $6.5 million class at L 'BB-';
   -- $3.2 million class M at 'B+';
   -- $3.2 million class N at 'B';
   -- $4.9 million class O at 'B-';
   -- $2.2 million class DM-A at 'A+';
   -- $4.6 million class DM-B at 'A';
   -- $3.7 million class DM-C at 'A-';
   -- $4.0 million class DM-D at 'BBB+';
   -- $4.2 million class DM-E at 'BBB';
   -- $3.8 million class DM-F at 'BBB-'; and,
   -- $3.6 million class DM-G at 'BBB-'.

Fitch does not rate the $16.2 million P and $103 million BC
classes.  Class A-1 has paid in full.

The affirmations are the result of stable performance and minimal
collateral paydown since issuance.  As of the January 2007
distribution date, the pool's aggregate principal balance has
decreased 2.80% to $1.41 billion from $1.43 billion at issuance.
Three loans, 1.33% of the pool, have defeased.  There are no
delinquent or specially serviced loans.

Fitch maintains investment-grade credit assessments on five loans
in the trust:

   -- The Bank of America Center;
   -- Dallas Market Center;
   -- Northpointe Plaza;
   -- Inland Southwest Portfolio/Heritage Towne Crossing; and,
   -- Wrangler Company.

The Bank of America Center is secured by a three-building complex
with a total of 1.8 million square foot in San Francisco,
California.  Third quarter 2006 occupancy was 97%, up from 93.7%
at issuance.

The Dallas Market Center is secured by a 3.2 million sf
merchandise mart in Dallas, Texas.  Occupancy as of third quarter
2006 was 91% and at issuance was 94%.  In March 2006 several
showrooms and common areas in the Center sustained water damage
from excessive rain.  It is anticipated that the Center will be
completely restored during first quarter 2007.

Northpointe Plaza is secured by a 360,880 sf portion of the
461,118 sf foot retail power center in Spokane, Washington.
Occupancy was 98% as of third quarter 2006, up from 85% at
issuance.

The Inland Southwest Portfolio/Heritage Towne Crossing is secured
by two single-tenant drug stores and one shadow-anchored retail
center with a total of 108,287 sq. ft.  The retail center is 93%
occupied as of third quarter 2006.

Wrangler Company is secured by a 316,800 sf industrial
distribution center in El Paso, Texas.  The property is 100%
leased for the term of the loan.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Class J to O Certs.
----------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Trust 2004-TOP16, commercial mortgage pass-through certificates:

-- $55.1 million class A-2 at 'AAA';
-- $100 million class A-3 at 'AAA';
-- $100 million class A-4 at 'AAA';
-- $80 million class A-5 at 'AAA';
-- $676.1 million class A-6 at 'AAA';
-- Interest-only class X-1 at 'AAA';
-- Interest-only class X-2 at 'AAA';
-- $20.2 million class B at 'AA';
-- $13.1 million class C at 'AA-';
-- $13 million class D at 'A';
-- $15.9 million class E at 'A-';
-- $10.1 million class F at 'BBB+';
-- $11.6 million class G at 'BBB';
-- $10.1 million class H at 'BBB-';
-- $2.9 million class J at 'BB+';
-- $4.3 million class K at 'BB';
-- $5.8 million class L at 'BB-';
-- $1.4 million class M at 'B+';
-- $1.4 million class N at 'B';
-- $2.9 million class O at 'B-'.

Fitch does not rate the $7.2 million P class.  Class A-1 has been
paid in full.

The affirmations are due to stable performance and minimal paydown
since issuance.  As of the January 2007 distribution date, the
pool's aggregate principal balance has decreased 2.3% to $1.13
billion from $1.15 billion at issuance.  There are currently no
delinquent or specially serviced loans in the pool.

Fitch maintains investment-grade credit assessments on nine loans
in the trust:

   -- Jersey Gardens;
   -- New Dominion Technology Park;
   -- Hilton Old Town;
   -- The Fountains;
   -- Huntington Square Plaza;
   -- Fairview Center;
   -- RBC Centura Bank Portfolio;
   -- East Water Place; and,
   -- Wilton Medical Arts.

Jersey Gardens is secured by a 1.3 million square foot super-
regional mall in Elizabeth, New Jersey.  As of October 2006
occupancy was 99%, compared to 94% at issuance.

New Dominion Technology Park is secured by a 257,400 sf suburban
office building in Herndon, Virginia.  The property was 100%
occupied as of Sept. 30, 2006, unchanged since issuance.

Hilton Old Town is secured by a 241-room hotel in Alexandria,
Virginia.  Occupancy was 77.4% as of Sept. 30, 2006, compared to
79% at issuance.

The Fountains is secured by a 332,827 sq. ft. anchored retail
center in Plantation, Florida.  The property's occupancy was 84%
as of June 30, 2006, compared to 94% at issuance.

Huntington Square Plaza is secured by a 114,991 sq. ft. anchored
retail center in East Northport, New York.  The property was 100%
occupied as of Sept. 30, 2006, unchanged since issuance.

Fairview Center is secured by a 222,546 sq. ft. anchored retail in
Goleta, California.  Occupancy was 99% as of June 30, 2006, up
from 95% at issuance.


BEAR STEARNS: Fitch Holds Low-B Rating on $6.3 Mil. Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgrades Bear Stearns Commercial Mortgage Securities
Inc.'s commercial mortgage pass-through certificates, series 2000-
WF2:

   -- $26.2 million class C to 'AAA' from 'AA';
   -- $8.4 million class D to 'AA+' from 'A+';
   -- $26.1 million class E to 'A' from 'A-'; and,
   -- $7.3 million class F to 'A-' from 'BBB+.

In addition, Fitch affirms these ratings:

   -- $51.8 million class A-1 at 'AAA';
   -- $529.4 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $28.3 million class B at 'AAA';
   -- $4.2 million class L at 'B'; and,
   -- $2.1 million class M at 'B-'.

Fitch does not rate classes G, H, I, J, K and N.

The upgrades reflect the improved credit enhancement levels as a
result of a loan payoff, scheduled amortization and the defeasance
of 10 loans since Fitch's last rating action.  In total, 15 loans
have defeased since issuance.  As of the January 2007 remittance
report the pool has paid down 14.8% to $714.2 million from
$838.5 million at issuance and 143 loans remain in the
transaction.  There are currently no loans in special servicing.

Fitch reviewed the two credit assessed loans in the pool, the MHC
Portfolio and FM Global Headquarters.  Both loans maintain their
investment grade credit assessments based on their stable
performance.  The Fitch stressed debt service coverage ratio for
each loan is calculated based on a Fitch adjusted net cash flow
and a stressed debt service based on the current loan balance and
a hypothetical mortgage constant.

The MHC Portfolio is secured by six manufactured housing
communities located in Florida, California and Illinois. Occupancy
was 85.3% as of June 2006.

FM Global Headquarters is secured by a 328,359 square-foot office
building located in Johnston, Rhode Island.  The loan is fully
amortizing on a nine-year schedule with a current loan amount of
$46 per square foot compared to $97 at issuance.  Occupancy was
100% as of year-end 2005.


BEAR STEARNS: S&P Cuts Rating on Class D Certificates to B from BB
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on one class
of Bear Stearns Commercial Mortgage Securities Inc.'s corporate
leased-backed certificates from series 1999-CLF1 and removed it
from CreditWatch with negative implications, where it was placed
Dec. 22, 2006.

Concurrently, the ratings on five remaining classes from the same
transaction were affirmed.

The downgrade reflects the decrease in credit enhancement
following the liquidation of an asset formerly occupied by Winn-
Dixie Stores Inc. in Rainsville, Alabama Winn-Dixie rejected its
lease on this property following its February 2005 bankruptcy
filing.  The liquidation resulted in an 89% loss on the asset and
a principal default on classes E and F.
  
The affirmations reflect credit enhancement that adequately
supports the existing ratings as well as additional credit
enhancement provided by a financial guarantee insurance policy
issued by MBIA Insurance Corp., which guarantees timely payment of
principal and interest on all of the class A certificates.
     
As of the Dec. 21, 2006, distribution date, the collateral pool
consisted of 157 credit tenant lease loans with an aggregate
principal balance of $300.8 million, down 22% from $383.4 million
and 171 loans at issuance.  The collateral for the loans in the
pool consists of 157 properties in 40 states, with New Jersey
(12%) the only state exceeding a 10% concentration.  The pool
consists of retail, office, and lodging properties with a
significant concentration in drugstore retail.  Fully amortizing
loans account for 62% of the pool, or 136 loans, while the
remaining 21 loans are amortizing with a balloon payment.

Of these 21 loans, three are extended amortization loans insured
by a wholly owned insurance subsidiary of Berkshire Hathaway Inc.
in the event that the borrowers default in their obligations to
pay monthly principal and interest should the tenants not renew
their leases.  For the remaining 18 loans, balloon risk is
mitigated by residual value insurance provided by R.V.I. America
Insurance Co. and Financial Structures Ltd., a subsidiary of Royal
Indemnity Co.

Financial Structures Ltd. provides RVI to 15 loans with a total
current balance of $75 million.  The withdrawal of the financial
strength rating on Royal Indemnity Co. in March 2006 has been
incorporated into the current ratings.

Bondable CTLs support nine loans, while 148 loans have triple- and
double-net CTLs supplemented by lease enhancement policies
provided by Lexington Insurance Co. or Chubb Custom Insurance Co.

The top five tenants constitute 47% of the pool:

   -- The U.S. Postal Service;
   -- Koninklijke Ahold N.V.;
   -- CVS Corp.;
   -- Rite Aid Corp.; and,
   -- Walgreen Co..

Additionally, properties formerly occupied by Eckerd Corp. serve
as collateral for 10 loans.  The properties were sold to John
Coutu Group Inc.

Midland Loan Services Inc., the master and special servicer,
reported no loans in special servicing and four loans on
its watchlist.  One loan is secured by a property that CVS
vacated and subleased to Ohel Children's Home and Family Services.  
CVS Corp. is obligated to make lease payments under the remaining
term of its lease.  The remaining loans  on the watchlist consist
of a dark Winn-Dixie store, a dark Nash Finch store, and a U.S.
Postal Service property.  The Winn-Dixie loan
is secured by a store in Columbus, Mississippi.  This location is
dark following Winn-Dixie's decision to vacate the store.  To
Midland's knowledge, no decision has been made to reject the
lease.  The Nash Finch loan is secured by a store in Plover,
Wisconsin Nash Finch Co. is obligated to make lease payments under
the remaining term of its lease.  The U.S. Postal Service loan is
on the watchlist due to tax delinquency.  According to Midland,
this has been rectified and corrected.

As the transaction is secured by a CTL pool, the associated
ratings are correlated with the ratings assigned to the underlying
tenants and guarantors.  The ratings on the certificates may
fluctuate over time as the ratings on the
underlying tenants and guarantors change.

Standard & Poor's revalued or stressed various loans in its
analysis and reviewed the resultant credit enhancement levels in
conjunction with the levels determined by Standard & Poor's credit
lease default model.
   
                   Rating Lowered And Removed
                   From Creditwatch Negative
     
        Bear Stearns Commercial Mortgage Securities Inc.
     Corporate leased-backed certificates series 1999-CLF1
   
                Rating
                ------
    Class   To         From             Credit enhancement
    -----   --         ----             ------------------
    D       B          BB+/Watch Neg           1.18%

                        Ratings Affirmed
   
        Bear Stearns Commercial Mortgage Securities Inc.
     Corporate leased-backed certificates series 1999-CFL1
    
          Class    Rating     Credit enhancement
          -----    ------     ------------------
          A-3      AAA                        19.98*
          A-4      AAA                        19.98*
          B        AAA                        14.56
          C        A+                          9.46
          X        AAA                         N.A.

              *Does not reflect financial guarantee
         insurance policy issued by MBIA Insurance Corp.

                      N.A.-Not applicable.


BIOMERICA INC: Stand-alone Sales Increase to $1.3 Mil. in Nov. 30
-----------------------------------------------------------------
Biomerica Inc. reported stand-alone results of diagnostic net
sales of $1.3 million for the second quarter ended Nov. 30, 2006,
compared to stand-alone results of diagnostic net sales of
$875,984 in fiscal 2006, an increase of $456,192 or 52.1%.

Stand-alone results of diagnostic net sales for the first six
months of fiscal 2007 were $2.5 million compared to stand-alone
results of diagnostic net sales of $1.8 million for the first six
months in fiscal 2006, an increase of $636,406 or 34.4%.
       
Biomerica reported stand-alone results of diagnostic net income
from continuing operations for the second quarter fiscal 2007, of
$106,448 versus stand-alone results of diagnostic net income from
continuing operations of $28,861 in fiscal 2006.

The financial statements of the company's subsidiary Lancer
Orthodontics are no longer consolidated with Biomerica's financial
statements, effective Dec. 1, 2005.  Therefore consolidated net
sales for the second quarter and six months of fiscal 2007 are
lower.

"This is the eighth consecutive quarter of profitability for the
company.  The growth in our diagnostic products group continues to
increase," stated Zackary Irani, Biomerica CEO.  "We are looking
forward to accelerating the growth in sales by introducing a
number of new products during this fiscal year."

At Nov. 30, 2006, the company's balance sheet showed $2.6 million
in total assets, $1.4 million in total liabilities, and
$1.2 million in total stockholders' equity.

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?18a9

                        Going Concern Doubt

PKF in San Diego, California, expressed substantial doubt about
Biomerica Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2006.  The auditing firm pointed to the
company's net losses and negative cash flows from operations.

                           *     *     *
      
Biomerica, Inc. (OTCBB: BMRA) -- http://www.biomerica.com/-- is a  
global medical technology company, based in Newport Beach, CA.  
The company's diagnostics division manufactures and markets
advanced diagnostic products used at home, in hospitals, and in
physicians' offices for the early detection of medical conditions
and diseases.


BRAND SERVICES: Moody's Rates $530 Million Senior Term Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned FR Brand Acquisition Corp. a B2
Corporate Family Rating, as well as assigned a B1 rating to the
company's first lien credit facilities, and a B3 rating to the
company's second lien credit facility.

The ratings outlook is stable.

First Reserve Corporation, through FR Brand Acquisition Corp.,
entered into an agreement to purchase Brand Energy &
Infrastructure Services for $1.135 billion.  Brand Energy &
Infrastructure Services is the direct parent of Brand Services,
Inc.

These ratings have been assigned to FR Brand Acquisition Corp.:

   -- Corporate Family Rating, rated B2;

   -- Probability of default rating, rated B2;

   -- $150 million guaranteed senior secured revolver due 2013,
      rated B1, LGD3, 35%;

   -- $530 million guaranteed senior secured 1st lien term loan B
      due 2014, rated B1, LGD3, 35%; and,

   -- $350 million second lien term loan due 2015, rated B3,
      LGD5, 76%.

These ratings for Brand Services, Inc. have been confirmed and
will be withdrawn at the close of the proposed transaction:

   -- Corporate Family Rating, rated B2;

   -- Probability of default rating, rated B2;

   -- $287.4 million term loan B, rated Ba3, LGD2, 28%;

   -- $70 million revolver, rated Ba3, LGD2, 28%;

   -- $150 million senior subordinated notes, rated Caa1, LGD5,
      84%;

   -- $100 million tack-on term loan, rated B1, LGD3, 45%; and,

   -- $75 million revolving credit facility, rated B1, LGD3,
      45%.

This concludes the review undertaken on May 25, 2006.

FR Brand Acquisition Corp.'s B2 corporate family rating and stable
outlook take into consideration the company's high leverage and
low free cash flow generation.  The ratings also reflect Brands's
leading position in scaffolding services, positive industry
dynamics, as well as the company's strong long-term relationship
with its high quality customer base.

Upwards rating momentum would be provided if free cash flow to
total debt of over 8% on a projected basis were anticipated.
Furthermore, an improvement in debt to EBITDA to under 3.5x could
result in a ratings upgrade.

Negative free cash flow generation or projected leverage of over
6.5x would likely result in downwards ratings pressure.  A large
debt financed acquisition could also pressure the ratings.  The
rating could also be negatively affected if there was a
significant reduction in plant maintenance and/or expansion in the
refining and petrochemical industries.  Similarly, a general
reduction in construction spending, most notably if it results in
reduced investment in commercial building, could also pressure the
ratings.

Brand, headquartered in Kennesaw, Georgia, is the largest provider
of scaffolding services in North American.  Pro-forma revenues for
the LTM period ending Spet. 30, 2006 were approximately $830
million.


CABLE & CO: Chisholm Bierwolf Raises Going Concern Doubt
--------------------------------------------------------
Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Cable & Co. Worldwide Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficiency.

Cable & Co. Worldwide Inc. reported a $1.1 million net loss for
the year ended Sept. 30, 2006, compared with a $51,809 net loss
for the year ended Sept. 30, 2005.  The company reported zero
revenues in both periods.

At Sept. 30, 2006, the company's balance sheet showed $1.3 million
in total assets, $118,088 in total liabilities, and $1.2 million
in total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $348 in total current assets available to
pay $118,088 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?18bf

                         About Cable & Co.

Cable & Co. Worldwide Inc. (Other OTC: CCWW.PK) was a
manufacturer, designer, importer and wholesaler of men's shoes.  
In 1997, the company filed for bankruptcy chapter 11 protection in
the Southern District of New York.  Shortly after its filing, the
company ceased all operations.  While its bankruptcy filing was
active, the company turned over title to all of its assets to its
secured lender Heller Financial, Inc.  Subsequently, the
bankruptcy court closed the company's case on June 3, 1999.  

On Mar. 28, 2006, the company acquired all the stock of LifeHealth
Care, Inc., a Delaware corporation by issuing 600,000,000 shares
of the company's common stock.  LifeHealth is a startup company
focused on dental and healthcare marketplace.  


CABLEVISION SYS: Moody's Holds Ratings and Says Outlook is Stable
-----------------------------------------------------------------
Moody's Investors Service concluded its review of Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC, confirmed all
associated ratings and changed the outlooks to stable following
the Cablevision Board Special Transaction Committee's rejection of
the Dolan Family Group's proposal to acquire Cablevision.

In Moody's opinion, Cablevision's B1 corporate family rating
continues to incorporate the company's aggressive management and
high financial risk offset by its impressive operating results and
strong enterprise value.  Ratings also reflect heightened
competitive pressure from Verizon balanced by the prospect of cash
flow growth from increased penetration of advanced services.

The B1 corporate family rating for Rainbow reflects Moody's
expectations that the majority of Rainbow's free cash flow will
fund other, mostly speculative ventures at Rainbow Media
Enterprises.  Additionally, Rainbow's cash flow lacks diversity;
the company relies heavily on its core AMC network and has a
highly concentrated customer base.  Further, media fragmentation
poses some risk to the company's advertising revenue over the long
term.

These are the rating actions:

   * Cablevision Systems Corporation

   * Confirmed:

      -- Corporate Family Rating, B1
      -- Probability of Default Rating, B1
      -- Senior Unsecured Regular Bond/Debenture, B3, LGD6, 93%

   * CSC Holdings, Inc.

      -- Senior Secured Bank Credit Facility, Ba2, LGD2, 21%
      -- Senior Unsecured Regular Bond/Debenture, B2, LGD5, 73%

   * Rainbow National Services LLC

      -- Corporate Family Rating, B1

      -- Probability of Default Rating, B1

      -- Senior Secured Bank Credit Facility, Ba1, LGD2, 19%

      -- Senior Subordinated Regular Bond/Debenture, B3, LGD5,
         86%

      -- Senior Unsecured Regular Bond/Debenture, B2, LGD4, 59%

Outlook Actions:

   *  Cablevision Systems Corporation

      -- Outlook, Changed To Stable From Rating Under Review

   * CSC Holdings, Inc.

      -- Outlook, Changed To Stable From Rating Under Review

   * Rainbow National Services LLC

      -- Outlook, Changed To Stable From Rating Under Review

Confirm:

   * Cablevision Systems Corporation

      -- Speculative Grade Liquidity Rating SGL-2

   * Rainbow National Services LLC

      -- Speculative Grade Liquidity Rating SGL-2

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.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.


CALPINE CORP: Commercial Inks Settlement Pact with Calpine Canada
-----------------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, has reached a settlement agreement with
Calpine Canada Power Ltd., which has a contract to manage the Fund
and operate certain of its facilities.

The agreement, which also involves other related parties, is
subject to court approval in Canada under CCPL's Companies'
Creditors Arrangement Act proceedings.

"This agreement significantly advances the interests of the Fund's
unitholders," said Robert Hodgins, Chairman of the Board of
Trustees.  "By removing a potential source of uncertainty and
simplifying the Fund's ownership structure, this agreement, if
approved by the Court, will enable us to more effectively develop
potential alternative transactions that may offer unitholders
superior value to Harbinger Capital Partners' unsolicited offer."

As of Friday's market close, the Fund's units are trading at a
5.1% premium to Harbinger's offer to acquire all of the
outstanding units of the Fund it does not currently own for $12.25
per unit.  The Board of Trustees continues to unanimously
recommend that unitholders reject Harbinger's offer and not tender
their units.

Today's settlement agreement allows the Fund to terminate CCPL, an
indirect subsidiary of Calpine Corp., of San Jose, California, as
the Fund's manager and administrator.  This right will provide the
Board with improved access to information and control over the
management of the Fund's assets.  There will be a transition
period, after which the Fund will directly employ the personnel
required to manage the Fund.

A second element of the agreement allows the Fund to acquire
CCPL's 30% subordinated ownership interest in Calpine Power, L.P.,
a limited partnership in which the Fund has a 70% priority
ownership interest.  In conjunction with the transaction, the Fund
and CCPL have agreed on a formula by which they will split certain
claims being made by Calpine Power, L.P., including claims against
the estates of Calpine Corporation and Calpine Energy Services
Canada Partnership, an affiliate of CCPL.  Calpine Power, L.P.
owns the 300-megawatt Calgary Energy Centre in Alberta and the
240-megawatt Island Cogeneration Facility in British Columbia.

A third element of the agreement eliminates a potential impairment
of a loan owed to Calpine Power, L.P. by Calpine Canada Whitby
Holdings Company, which has an ownership interest in the 50-
megawatt Whitby Cogeneration Facility in Ontario.  The Fund in
2005 accrued an allowance of $16 million to reflect the potential
impairment.

A fourth element of the agreement is the reduction of the
previously-disclosed Manager's Loan from $39.3 million to $21.3
million.  The Manager's Loan, which CCPL owes to the Fund, remains
in default but is secured and the Trustees are confident that as a
result of the Settlement Agreement and the anticipated receipt of
monies from claims referred to above, the remaining amount will be
repaid in full.

Further terms of the settlement agreement will not be disclosed
pending court approval except to constituents in the CCAA
proceeding who sign confidentiality agreements that protect
confidential information of Calpine Power, L.P., the Fund and the
Manager.  A court hearing has been scheduled for Jan. 17, 2007.
The settlement agreement has the support of Ernst & Young Inc.,
Monitor for the Calpine insolvency proceedings in Canada.

                About Calpine Power Income Fund

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

                      About Calpine Corp.

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

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

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


CALPINE CORP: Fund's Settlement Hearing Scheduled Today
-------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, disclosed that the Court of Queen's
Bench of Alberta in Calgary has scheduled for Jan. 22, 2007 a
hearing to determine whether to approve a proposed settlement
agreement with Calpine Canada Power Ltd. and other related
parties.

The hearing was previously scheduled for Jan. 17, 2007.

On Jan. 13, 2007, the Board of Trustees of Calpine Commercial
Trust reached a settlement agreement with CCPL, which has a
contract to manage the Fund and operate certain of its facilities.  
The agreement, which also involves other related parties, is
subject to court approval in Canada under CCPL's Companies'
Creditors Arrangement Act proceedings.

"This agreement significantly advances the interests of the Fund's
unitholders," said Robert Hodgins, Chairman of the Board of
Trustees.  "By removing a potential source of uncertainty and
simplifying the Fund's ownership structure, this agreement, if
approved by the Court, will enable us to more effectively develop
potential alternative transactions that may offer unitholders
superior value to Harbinger Capital Partners' unsolicited offer."

As of Jan. 12, 2007 market close, the Fund's units were trading at
a 5.1% premium to Harbinger's offer to acquire all of the
outstanding units of the Fund it does not currently own for $12.25
per unit.  The Board of Trustees continues to unanimously
recommend that unitholders reject Harbinger's offer and not tender
their units.

The settlement agreement allows the Fund to terminate CCPL, an
indirect subsidiary of Calpine Corp., of San Jose, California, as
the Fund's manager and administrator.  This right will provide the
Board with improved access to information and control over the
management of the Fund's assets.  There will be a transition
period, after which the Fund will directly employ the personnel
required to manage the Fund.

A second element of the agreement allows the Fund to acquire
CCPL's 30% subordinated ownership interest in Calpine Power, L.P.,
a limited partnership in which the Fund has a 70% priority
ownership interest.  In conjunction with the transaction, the Fund
and CCPL have agreed on a formula by which they will split certain
claims being made by Calpine Power, L.P., including claims against
the estates of Calpine Corporation and Calpine Energy Services
Canada Partnership, an affiliate of CCPL. Calpine Power, L.P. owns
the 300-megawatt Calgary Energy Centre in Alberta and the 240-
megawatt Island Cogeneration Facility in British Columbia.

A third element of the agreement eliminates a potential impairment
of a loan owed to Calpine Power, L.P. by Calpine Canada Whitby
Holdings Company, which has an ownership interest in the 50-
megawatt Whitby Cogeneration Facility in Ontario.  The Fund in
2005 accrued an allowance of $16 million to reflect the potential
impairment.

A fourth element of the agreement is the reduction of the
Manager's Loan from $39.3 million to $21.3 million.  The Manager's
Loan, which CCPL owes to the Fund, remains in default but is
secured and the Trustees are confident that as a result of the
Settlement Agreement and the anticipated receipt of monies from
claims referred to above, the remaining amount will be repaid in
full.

Further terms of the settlement agreement will not be disclosed
pending court approval except to constituents in the CCAA
proceeding who sign confidentiality agreements that protect
confidential information of Calpine Power, L.P., the Fund and the
Manager.

The settlement agreement has the support of Ernst & Young Inc.,
Monitor for the Calpine insolvency proceedings in Canada.

                About Calpine Power Income Fund

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

                      About Calpine Corp.

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

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

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


CALPINE CORP: Harbinger Responds to Fund's Tender Offer Rejection
-----------------------------------------------------------------
Harbinger Capital Partners has responded to the Calpine Power
Income Fund Trustees' rejection of its tender offer, stressing
that the offer represents the best value that can be obtained by
the Fund's unitholders.

As reported in the Troubled Company Reporter on Jan. 8, 2007,
the Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, unanimously recommended that
unitholders reject the unsolicited offer from Harbinger Capital
and not tender their units into the offer.

The Board's recommendation, as well as a discussion of its reasons
for rejecting the Harbinger offer, is contained in a Trustees'
Circular filed on Jan. 4, 2007, with Canadian securities
regulators.

                   Harbinger's Take Over Bid

On Dec. 20, 2006, HCP Acquisition Inc. an indirect subsidiary of
Harbinger Capital Partners' Master Fund I and Special Situations
Fund, had commenced its take-over bid to acquire all of the
outstanding units of the Fund that they do not already own at a
price of CDN12.25 cash per unit.  The Offer price per unit
represents a premium of approximately 17.2% over the CDN10.45
closing price of the units on the Toronto Stock Exchange on
Dec. 19, 2006 and a premium of approximately 17.6% over the volume
weighted average trading price of the units for the previous 60
calendar days.

                       Harbinger's Reply

In response to the circular, Mr. Howard Kagan, a Managing Director
of Harbinger Capital Partners, stated, "Given the myriad of
complex disputes that the Fund has with its manager and the
uncertainties regarding the Calpine CCAA proceedings, we are
confident that our Offer represents full and fair value for the
Fund and its subsidiary assets, as well as the various claims the
Fund has against Calpine Corporation, its affiliates and its
manager.

"Our professional analysis, based only on publicly available
information, highlights that the risks associated with the Fund
are significant and unitholders should understand that recovery on
any claims that the trustees describe may be subject to
significant continued delay and negatively impacted by actions
taken in the past or in the future by the Fund's own manager.

"For example, in the context of CCAA, it took almost one year to
complete the retolling agreement related to Calgary Energy Centre,
a relatively simple process compared to the complexity involved in
terminating the Fund's various management contracts and recovering
on the repudiation claims.  These efforts have only just begun and
are likely to be highly contested by the Fund's manager and all
other CCAA creditors.

"Also, the Fund has been in contentious litigation with its
manager for over one year for, among other things, the scope of
the manager's authority over the Fund and whether the B units of
the Fund's subsidiary partnership currently owned by the manager
should be sold.  The conflicts and risks of this relationship were
illustrated again a few weeks ago, when the trustees filed a
motion accusing key employees of the manager of secretly and
fraudulently transferring assets beyond the Fund's reach.  One of
these employees also serves as Interim Chief Financial Officer and
one of the principal investor relations contacts for the Fund.  
The trustees say that they only recently discovered these
transactions.

"Furthermore, the Fund's own financial advisor, BMO Nesbitt Burns
Inc., underscores the uncertainty of realizations in CCAA
proceedings generally in their opinion in the Trustees' circular.
BMO Nesbitt Burns emphasizes that its opinion was based on
forecasts, projections and estimates prepared by the Fund and its
manager and that, as the Fund has made claims against its manager,
the manager may have a conflict with respect to the Fund.  
Moreover, the Fund's Trustees' circular advises that the manager
has not provided to the trustees or BMO Nesbitt Burns information
typically received in similar circumstances, which significantly
undermines the conclusions of the trustees and BMO Nesbitt Burns
on value in relation to the Offer.  We encourage unitholders to
review the trustees' statements with reference to their lack of
access to information from the manager and its impact on the
quality of the data provided to other potential bidders and the
ability of other potential bidders to confidently value the
assets.

"As a result of our professional due diligence, Harbinger
estimates the value of the Fund's assets and the likely timing and
range of outcomes from the CCAA case, all of which is subject to a
great deal of speculation.  There may also be significant tax
implications for the Fund and unitholders, including capital gains
or other taxes for unitholders.  Our Offer eliminates this tax and
valuation uncertainty as well.  This analysis is based solely on
publicly available information and numerous exploratory
preliminary discussions with other creditors.

"We note that we know of no specific or viable settlement offers
to date from Calpine.  Their filings in court to date indicate
that they will attempt to collect claims from their Canadian
affiliate instead of making payment to Calpine," Mr. Kagan said.

"We have outlined a number of clear reasons why we strongly
believe that our Offer represents the best possible opportunity
for unitholders.  Unitholders now have an alternative to waiting
for a potential realization of this speculative asset through a
cash sale of their units to Harbinger, which is attributing a
realizable value to these claims in addition to the power
generating assets of the Fund," Mr. Kagan said.

Harbinger has delivered its Offer to the Fund and its unitholders,
and is open for acceptance until 9:00 p.m., Calgary time, on Jan.
25, 2007, unless withdrawn, varied or extended.

                About Calpine Power Income Fund

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

                      About Calpine Corp.

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

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

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


CAPE SYSTEMS: J. H. Cohn LLP Raises Going Concern Doubt
-------------------------------------------------------
J. H. Cohn LLP, in Roseland, New Jersey, expressed substantial
doubt about Cape Systems Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Sept. 30, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses and
working capital and stockholders' deficits as of Sept. 30, 2006.

Cape Systems Group Inc. reported a $1.7 million net loss on
$3.5 million of revenues for the year ended Sept. 30, 2006,
compared with a $6.8 million net loss on $3.8 million of revenues
for the same period in 2005.

Enterprise sales and support revenues decreased by $1.1 million  
predominantly due to limited additional installations at existing
customers and delayed tangible results arising from both the
company's refocused marketing effort and an extended sales cycle
for enterprise products.

Packaged software total revenues increased by $822,000
attributable to both operations, with Dallas and the UK reflecting
2006 total revenues of $1 million and $796,000 respectively.

Aggregate support, maintenance and other service revenues
decreased $147,000.  The decrease was predominantly a result of a
decrease of $476,000 in service, maintenance & support contracts
in the enterprise business that was partially offset by increased
support & maintenance revenues generated by the UK and Dallas
packaged software operations.

Selling, general & administrative expenses decreased approximately
$420,000 to $3.7 million in 2006 from $4.1 million in 2005.
Professional fees decreased by $736,000 to $1.2 million as no
acquisitions were undertaken during 2006.

Interest expense decreased by approximately $652,000 to $813,000
in 2006.  This decrease is due a reduction in the write off of
deferred financing costs and debt discount, the absence of any
additional significant charges, and, based upon waivers of default
received from secured convertible noteholders, reversal of
previously accrued default interest.

Beneficial conversion costs decreased by $2.7 million to $800,000
in fiscal 2006 due to a reduced level of new borrowings in the
current year.

During 2006 the company settled certain of its liabilities and
recognized a gain of $1.7 million due to the settlement of
$1.87 million in debts and obligations for $43,000 in cash and
stock.

Gain on liquidation of foreign subsidiaries decreased in fiscal
2006 by $34,000 due to a $143,000 gain on the liquidation of
Vertex France versus a $177,000 gain on liquidation of the UK
operations in 2005.

At Sept. 30, 2006, the company's balance sheet showed $2 million
in total assets and $26.8 million in total liabilities, resulting
in a $24.7 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?18ab

Headquartered in South Plainfield, New Jersey, Cape Systems Group
Inc. (OTC BB: CYSG.OB) -- http://www.capesystems.com/ -- provides   
supply chain management technologies.  The company offers a
comprehensive range of software systems and tools, from packaging
and pallet optimization software, RFID asset tracking, to
integrated warehouse and inventory management solutions, pick-to-
light systems, and transportation management systems for
enterprise wide and collaborative supply chain optimization.


CBA COMMERCIAL: Moody's Holds Ba2 Rating on Class M-5 Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of seven classes of CBA Commercial Assets,
Small Balance Commercial Mortgage Pass-Through Certificates,
Series 2004-1:

   -- Class A-1, $34,481,029, Fixed, affirmed at Aaa
   -- Class A-2, $15,068,210, Fixed, affirmed at Aaa
   -- Class A-3, $8,144,419, Fixed, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class M-1, $2,930,000, Fixed, upgraded to Aa1 from Aa2
   -- Class M-2, $3,570,000, Fixed, affirmed at A2
   -- Class M-3, $3,700,000, Fixed, affirmed at Baa2
   -- Class M-5, $770,000, Fixed, affirmed at Ba2

As of the Dec. 26, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 25.5%
to $76.1 million from $102.0 million at securitization.  The
Certificates are collateralized by 201 mortgage loans with an
average loan balance of approximately $379,000.  The top 10 loans
represent 15.7% of the pool.

One loan has been liquidated from the trust resulting in a
realized loss of approximately $4,400.  The pool has experienced a
relatively high level of delinquent and specially serviced loans
since securitization.  Currently five loans, representing 5.3% of
the pool, are in special servicing.  Moody's has estimated
aggregate losses of approximately $550,000 for all of the
specially serviced loans.

Moody's was provided with limited current financial information
for the pool.  Moody's is upgrading Class M-1 due to increased
credit support.

The pool's collateral is a mix of multifamily, retail, mixed use,
office and industrial and self storage.  The collateral properties
are located in 27 states.  The highest state concentrations are
California, Texas, Arizona, Illinois and Ohio. All of the loans
are full recourse to their respective borrowers. Virtually all the
loans are fixed rate for a specified period converting to floating
rate thereafter.


CDO REPACK: S&P Cuts Rating on Class D-2 Notes to B from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
class D-2 from CDO Repack SPC Ltd.'s series BSCMS 1999-CLF1 class
D notes due 2030 and removed it from CreditWatch negative, where
it was placed Jan. 17, 2007.

Concurrently, the rating on class D-1 was affirmed and removed
from CreditWatch negative, where it was also placed
Jan. 17, 2007.

The sole source of cash flow for the D-1 and D-2 classes comes
from the class D certificate from Bear Stearns Commercial Mortgage
Securities' series 1999-CLF1.  The rating on class D from the
BSCMS 1999-CLF1 was lowered to 'B' and removed from CreditWatch
negative because the liquidation of an asset formerly occupied by
Winn-Dixie reduced the credit support for the class. The affirmed
rating on class D-1 reflects credit support that adequately
supports the class at its current rating.

Standard & Poor's arrived at each rating using its credit lease
default model.  When Standard & Poor's utilized this model for
BSCMS 1999-CLF1, Standard & Poor's used a bifurcated class D,
which approximated the principal balances of classes D-1 and D-2
from CDO Repack SPC Ltd.'s series BSCMS 1999-CLF1 class D notes.
Because the D-1 and D-2 certificates are dependent on a pool of
credit-tenant-lease loans, the ratings assigned to them are
correlated with the ratings assigned to the underlying
tenants/guarantors within the CTL pool.  Consequently, the
ratings on the D-1 and D-2 certificates may fluctuate over time as
the ratings of the underlying tenants/guarantors change.

Standard & Poor's revalued or stressed various loans in its
analysis of the CTL pool, and reviewed the resultant credit
enhancement levels in conjunction with the levels determined by
Standard & Poor's credit lease default model.
  
        Rating Lowered And Removed From Creditwatch Negative
   
                       CDO Repack SPC Ltd.
             Bscms 1999-Clf1 Class D Notes Due 2030

                               Rating
                               ------
                  Class   To             From
                  -----   --             ----
                  D-2     B              BB+/Watch Neg
   
       Rating Affirmed And Removed From Creditwatch Negative

                      CDO Repack SPC Ltd.
           Bscms 1999-Clf1 Class D Notes Due 2030

                            Rating
                            ------
               Class   To             From
               -----   --             ----
               D-1     BBB-           BBB-/Watch Neg


CONTINENTAL AIRLINES: Earns $343 Million in 2006 Fiscal Year
------------------------------------------------------------
Continental Airlines Inc. disclosed that its 2006 net income of
$343 million was a substantial improvement over the 2005 net loss
of $68 million.

The 2006 net income includes a $92 million gain on the sale of a
portion of the company's investment in Copa Airlines and a net
charge from other special items of $53 million.  Excluding special
items, Continental's net income for the full year was $304
million, a substantial improvement over the 2005 net loss of $205
million excluding special items.

In spite of fuel price increases costing over $510 million
year-over-year, 2006 net income improved on strong revenue growth,
which was up 17.1% year-over-year, and continued cost reduction
initiatives.

"Because of the hard work of my more than 44,000 co-workers, we
were able to deliver solid results for the year," said Larry
Kellner, Continental's chairman and chief executive officer.  "We
look forward to distributing $111 million in profit sharing on
Valentine's Day."

For the fourth quarter 2006, the company reported a net loss of
$26 million, including a special charge of $22 million related to
lump-sum payments to retiring pilots.  Excluding the special
charge, Continental recorded a net loss of $4 million.

Operating income for the fourth quarter of 2006 was $20 million
($42 million excluding special charges), the largest fourth
quarter operating income since 2000.  This was an improvement of
$114 million ($115 million excluding special charges) over the
same period of 2005.

                       Revenue and Capacity

Passenger revenue for the quarter increased 10.6% ($274 million)
over the same period in 2005 to $2.9 billion.  Passenger revenue
for the year increased 17.3% ($1.8 billion) over the same period
in 2005 to $12 billion.  For both the quarter and the year, the
company had double-digit percentage growth in each international
geographic region.

Consolidated revenue passenger miles for the quarter increased
8.7% year-over-year on a capacity increase of 6.1%, resulting in a
record fourth quarter consolidated load factor of 79.8%, 1.9
points above the previous fourth quarter record set in 2005.  
Consolidated yield for the quarter increased 1.8% year-over-year.  
Consolidated revenue per available seat mile for the quarter
increased 4.3% year-over-year due to increased yield and record
load factors.

Mainline RPMs in the fourth quarter of 2006 increased 8.8% over
the fourth quarter 2005, on a capacity increase of 6%.  Mainline
load factor was a record 80.2%, up 2.1 points year-over-year.  
Continental's mainline yield increased 2.9% over the same period
in 2005.  As a result, fourth quarter 2006 mainline RASM was up
5.5% over the fourth quarter of 2005.

During the quarter, Continental continued to achieve domestic
length-of-haul adjusted mainline yield and RASM premiums to the
industry.

"In 2006, we grew revenue at almost twice the rate we grew
capacity, and we grew mainline capacity more than any of the other
major network carriers," said Jeff Smisek, president of
Continental.  "Our great people and product helped return us to
profitability."

                        Financial Results

Continental's mainline cost per available seat mile increased 1.3%
(2.4% holding fuel rate constant) in the fourth quarter compared
to the same period last year.  CASM increased 3.3% (down 1%
holding fuel rate constant) in 2006 as compared to 2005.

"It's great to realize the payoff of several years of hard work
with a solid profit for the year," said Jeff Misner, the company's
executive vice president and chief financial officer.  "We've done
a lot of work, but we've got more to do, so we'll keep focused."

Continental continues to enhance its fuel-efficient fleet.  With
mainline ASMs up 6% for the fourth quarter, fuel consumption
increased only 4.9%. The company completed installation of
winglets on its entire 757-200 fleet in the fourth quarter of
2006. Work will begin in 2007 to install winglets on 37 of its
737-500 and 11 of its long-range 737-300 aircraft.  Winglets lower
drag and improve aerodynamic efficiency, which can reduce fuel
consumption by up to 5%.

Continental ended the fourth quarter with approximately
$2.48 billion in unrestricted cash and short-term investments.

                    Operational Accomplishments

Twice during the quarter, Continental paid its employees bonuses
for finishing in the top three of the network carriers for monthly
on time performance. Despite severe winter weather in some parts
of the U.S., Continental's employees worked together to deliver a
systemwide mainline completion factor of 99.6% for the quarter,
operating 26 days without a single mainline cancellation.  The
company recorded a U.S. Department of Transportation on-time
arrival rate of 73.7% during the quarter, which was adversely
impacted by the weather, air traffic control ground delay programs
and record load factors.

Continental outranked all other U.S. carriers to be chosen as the
Best Airline for North American Travel in Business Traveler
magazine's 2006 Readers' Choice Best in Business Travel Survey.  
The company placed highest among U.S. airlines for Best Flight
Attendants and Best In-flight Services.

Continental made several product improvements in the fourth
quarter.  The company introduced new BusinessFirst menus on
international flights and completed the installation of
Audio/Video on Demand in the BusinessFirst cabins of its entire
Boeing 757-200 fleet used on transatlantic flights from its New
York hub at Newark Liberty International Airport.  The new AVOD
allows customers to choose from up to 25 movies, 25 short-subject
programs and 50 compact discs.  The company has also installed in-
seat AC power ports that don't require an adapter on these
aircraft in BusinessFirst and economy class seats located forward
of the overwing emergency exit.

US Helicopter Corporation and Continental launched a new alliance
during the quarter to provide eight-minute shuttle service between
Manhattan and its New York hub at Newark Liberty.  Additionally,
Newark Liberty continues to provide fast rail connection to
Manhattan.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/  
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006
Moody's Investors Service assigned ratings of Caa1, LDG5-75% to
the $200 million of senior unsecured notes issued by Continental
Airlines Inc.'s.  Moody's affirmed the B3 corporate family rating.  
The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' long-term and 'B-3' short-term corporate credit ratings,
on Continental Airlines Inc.  The outlook is revised to stable
from negative.  Continental has about $17 billion of debt and
leases.

At the same time, Fitch Ratings upgraded Continental Airlines
Inc.'s Issuer Default Rating to 'B-' from 'CCC' and Senior
Unsecured Debt to 'CCC/RR6' from 'CC/RR6'.  Rating outlook was
stable.


COPANO ENERGY Closes Amended $200 Million BofA Sr. Credit Facility
------------------------------------------------------------------
Copano Energy, L.L.C. has closed an amended $200 million senior
secured revolving credit facility led by Bank of America
Securities LLC.

The amended facility provides more favorable financial covenants
and pricing terms than those contained in the prior facility.
Additionally, the maturity date of the facility has been extended
from Aug. 1, 2010 to April 15, 2012.  Amounts available under the
amended facility may be used for capital expenditures or other
company purposes.

Headquartered in Houston, Texas, Copano Energy, LLC (NASDAQ: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas  
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service affirmed its B1 corporate family rating
on Copano Energy, LLC.  At the same time, the rating agency held
its B2 probability-of-default rating on the Company's 8.125%
Senior Unsecured Global Notes due 2016, and attached an LGD5
rating on these notes, suggesting noteholders will experience a
72% loss in the event of a default.


COPYTELE INC: Grant Thornton LLP Raises Going Concern Doubt
-----------------------------------------------------------
Grant Thornton LLP, in Melville, New York, expressed substantial
doubt about CopyTele Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's net loss of approximately $7,601,000 during the year and
accumulated deficit of approximately $80,509,000 at Oct. 31, 2006.

Copytele Inc. reported a $7.6 million net loss on $508,651 of net
sales for the year ended Oct. 31, 2006, compared with a
$4.4 million net loss on $439,785 of net sales for the year ended
Oct. 31, 2005.

The increase in net sales was due to an increase in revenue from
encryption services of approximately $71,000 to approximately
$131,000 in fiscal 2006, offset by a decrease in unit sales of
encryption products of approximately $2,000 to approximately
$378,000 in fiscal 2006.

Research and development expenses increased by approximately
$2.3 million in fiscal 2006 principally due to employee stock
option compensation expense of approximately $2 million in fiscal
2006.

Selling, general and administrative expenses increased by
approximately $1.4 million in fiscal 2006 principally due to
employee stock option compensation expense of approximately
$945,000 in fiscal 2006, an increase in professional fees of
approximately $372,000 and an increase in employee compensation,
other than stock option expense, and related costs of
approximately $112,000.

At Oct. 31, 2006, the company's balance sheet showed $1.9 million
in total assets, $581,788 in total liabilities, and $1.3 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?18a8

                        About CopyTele Inc.

CopyTele Inc. (OTC BB: COPY.OB) -- http://www.copytele.com/--  
develops, makes, and markets multi-functional hardware and
software based encryption products that provide information
security for domestic and international users over virtually every
communications media.  The company also develops, makes, and
markets thin, high brightness, flat panel video displays.  The
company sells its encryption products directly to end-users and
through dealers and distributors.


COREL CORP: Earns $9.4 Million in Fourth Quarter Ended November 30
------------------------------------------------------------------
Corel Corporation reported financial results for its fourth
quarter and year ended Nov. 30, 2006.  Revenues in the fourth
quarter of fiscal 2006 were $47.4 million, an increase of 4% over
revenues of $45.6 million in the fourth quarter fiscal 2005.

GAAP net income in the fourth quarter of fiscal 2006 was
$9.4 million compared to a GAAP net loss of $3.4 million in the
fourth quarter of fiscal 2005.

Non-GAAP adjusted net income for the fourth quarter fiscal 2006
was $13.1 million, an increase of 90% compared to non-GAAP
adjusted net income for the fourth quarter of fiscal 2005 of
$6.9 million.  Non-GAAP adjusted EBITDA increased 11% in the
fourth quarter to $14.7 million compared to $13.3 million in the
fourth quarter of fiscal 2005.

In fiscal year 2006, Corel achieved revenue of $177.2 million, an
increase of 8%, compared to $164.0 million in fiscal 2005.  GAAP
net income for the year was $9.3 million compared to a GAAP net
loss of $8.8 million for fiscal year 2005.

For the full-year 2006, Non-GAAP adjusted net income was
$37.6 million, an increase of 31% from the previous year of
$28.6 million.  Non-GAAP adjusted EBITDA for 2006 was $55.2
million, a 13% increase over 2005 non-GAAP adjusted EBITDA of
$49.0 million.

"Corel closed a busy 2006 with a solid fourth quarter, delivering
strong results on both revenue and earnings and continuing to
execute against all facets of our strategy," said David Dobson,
Corel's CEO.  "As we enter 2007, we are very excited about the
acquisition of Intervideo, which we closed in December.  This
combination creates the broadest digital media portfolio in the
industry, and will further our core strategy of expanding our
partner ecosystem, delivering new products and growing in new and
emerging markets.  We expect that over the course of 2007, we will
improve Intervideo's gross margins, realize significant cost
synergies between the two organizations, and drive increased value
to our customers, partners and shareholders."

                        Financial Guidance

There are several items related to the acquisition that will
impact revenue and earnings for the first quarter and full year of
2007.  These are as follows:

   -- The acquisition closed on Dec. 12, 2006, so Corel will not
      recognize approximately two weeks of revenue from
      Intervideo in the first quarter.  In addition, revenue from
      OEM customers is primarily reported to Intervideo after the
      end of each calendar quarter.  Corel is not able to
      recognize revenue that is reported from OEM customers for
      products sold prior to the close of the acquisition that
      traditionally would have been reported in Intervideo's
      first quarter results.  Beginning in our second quarter,
      the company will be able to report the full Intervideo OEM
      revenue.  The impact of these items on revenue will be
      approximately $15 million in the first quarter.  The impact
      on earnings for both the first quarter and fiscal year 2007
      will be approximately $7 million.
  
   -- Also, the company expects that it will no longer recognize
      approximately $15 million of revenue that was annually sold
      by Intervideo at cost.  There will be no impact on earnings
      as a result of this change.
  
   -- The company expects to rationalize approximately $5 million
      to $7 million of unprofitable revenue in fiscal 2007.
  
   -- The company expects to take a one-time charge of
      approximately $8.5 million to in-process research and
      development and a $2 million restructuring and transition
      charge in the first quarter.

The combined impact of these changes on revenue is expected to be
approximately $20 million in the first quarter and $35 million to
$37 million in fiscal year 2007.

                First Quarter Fiscal 2007 Guidance

Corel provided guidance for the first quarter ending Feb. 28,
2007.  The Company currently expects:

   * Revenue in the range of $51 million to $53 million.

   * GAAP net loss of $18 million to $20 million and a non-GAAP
     adjusted net loss of $1 million to a non-GAAP adjusted net
     income of $1 million.

                       Fiscal 2007 Guidance

Corel provided guidance for the year ending Nov. 30, 2007.  The
Company currently expects:

   * Revenue in the range of $245 million to $255 million

   * GAAP net loss of $10.5 million to $13.5 million and non-GAAP
     adjusted net income of $33 million to $36 million.

                        About Corel Corp.

Ottawa, Ontario-based Corel Corporation (NASDAQ: CREL) (TSX: CRE)
-- http://www.corel.com/-- is a packaged software company with an  
estimated installed base of over 40 million users.  The Company
provides productivity, graphics and digital imaging software.  Its
products are sold in over 75 countries through a scalable
distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro, and
Corel Painter(TM).

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings on Canada-based
packaged software company, Corel Corp.


CREDIT SUISSE: Fitch Holds Low-B Ratings on Class K to N Certs.
---------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-CP4:

   -- $16.2 million class F to 'AA+' from 'AA'; and,
   -- $11.8 million class G to 'AA-' from 'A+';

Fitch also affirms these classes:

   -- $75 million class A-2 at 'AAA';
   -- $110.0 million class A-3 at 'AAA';
   -- $611.4 million class A-4 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- Interest-only class A-CP at 'AAA';
   -- $61.9 million class B at 'AAA';
   -- $45.7 million class C at 'AAA';
   -- $22.1 million class D at 'AAA';
   -- $16.2 million class E at 'AAA';
   -- $22.1 million class H at 'A-';
   -- $19.1 million class J at 'BBB-';
   -- $10.3 million class K at 'BB+';
   -- $8.8 million class L at 'BB-';
   -- $7.4 million class M at 'B'; and,
   -- $5.9 million class N at 'B-'.  

Fitch does not rate the $8.5 million class O certificates.  Class
A-1 has paid in full.

The rating upgrades reflect increased credit enhancement levels
due to paydown and scheduled amortization, as well as the
additional defeasance of four loans since the last Fitch rating
action.  As of the January 2006 distribution date, the pool's
collateral balance has decreased 10.7% to $1.05 billion from
$1.18 billion at issuance.  To date, 23 loans have defeased,
including four of the largest 10 loans and one credit-assessed
loan, Landmark.

Currently, there are two loans in special servicing.  The larger
specially serviced loan is a 156,776 square foot office property
in Shelton, Connecticut and is current.   The loan transferred to
special servicing in August 2006 due to imminent default as the
borrower failed to meet the operations shortfall test in August
2006.  The special servicer is awaiting receipt of updated
financials to determine compliance with the cash management
agreement.  Fitch does not currently project a loss on this loan.

The other specially serviced loan is secured by an 86,265 sq. ft.
office property in South Brunswick, New Jersey and is 90+ days
delinquent.  The loan transferred to special servicing in May 2006
due to delinquency.  The special servicer is initiating
foreclosure on this property.  Based on current valuations, Fitch
projects losses upon liquidation.  Fitch-projected losses on the
specially serviced loan are expected to be absorbed by nonrated
class O.

Fitch reviewed the transaction's remaining non-defeased credit-
assessed loan, Parfinco Office Buildings - East and West Annex.
The Parfinco Office Buildings - East and West Annex is
collateralized by two, eight-story office buildings totaling
510,550 sq ft. in Pasadena, California.  The occupancy as of year-
to-date September 2006 remains at 100%, unchanged from 2005. Due
to its stable performance, the loan retains its investment grade
credit assessment.


CRYSTAL RIVER: Fitch Rates $19 Mil. Class K Fixed-Rate Notes at B
-----------------------------------------------------------------
Fitch assigns these ratings to Crystal River Resecuritization
2006-1 Ltd. and Crystal River Resecuritization 2006-1 LLC:

   -- $222,492,000 class A floating-rate notes due September 2047
      'AAA';

   -- $35,131,000 class B floating-rate notes due September 2047
      'AA';

   -- $17,565,000 class C deferrable interest floating-rate notes
      due September 2047 'A+';

   -- $19,517,000 class D floating-rate notes due September 2047
      'A-';

   -- $10,734,000 class E floating-rate notes due September 2047
      'BBB+';

   -- $9,271,000 class F floating-rate notes due September 2047
      'BBB';

   -- $4,391,000 class G floating-rate notes due September 2047
      'BBB-';

   -- $5,855,000 class H floating-rate notes due September 2047
      'BBB-';

   -- $14,638,000 class J fixed-rate notes due September 2047
      'BB'; and,

   -- $19,517,000 class K fixed-rate notes due September 2047
      'B'.


DEEP RIVER: Hires Brady Nordgen as Special Counsel
--------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for
the District of New Jersey gave Deep River Development Group LLC
permission to employ Brady, Nordgren, Morton & Malone PLLC, as its
special counsel, nunc pro tunc to Dec. 1, 2006.

The firm is expected to represent the Debtor in the foreclosure
action, regarding the Debtor's property located in Sanford, North
Carolina, including the sale of the property.

The firm will bill the Debtor at $225 per hour for this
engagement.

To the best of the Debtor's knowledge the firm does not represent
any interest adverse to the Debtor or its estate.

The firm can be reached at:

     Brady, Nordgren, Morton & Malone, PLLC
     Suite 450
     2301 Sugar Bush Road
     Raleigh, NC 27612
     Tel: (919) 782-3500
     Fax: (919) 573-1430
     http://www.bradynordgren.com/

Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279).  Morris S. Bauer, Esq., at
Ravin Greenberg PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $10,630,651 in assets and $7,259,431 in debts.


EDDIE BAUER: Advisory Firms Recommend Stockholders Okay Merger
--------------------------------------------------------------
Eddie Bauer Holdings, Inc. disclosed that Institutional
Shareholder Services and Glass Lewis & Co., two leading
independent proxy advisory firms, recommend that their clients
vote for the company's proposed sale to Eddie B Holding Corp., a
company owned by affiliates of Sun Capital Partners, Inc. and
Golden Gate Capital.  ISS and Glass Lewis provide voting advice to
hundreds of institutional investors, mutual and pension funds and
other fiduciaries.

In its report, ISS concluded, "Based on our review of the terms of
the transaction and the factors described ... in particular the
company's financial performance and the strategic process, we
believe that the merger agreement warrants shareholder support."

Glass Lewis stated in its report that, "Given the rigorous sale
process, reasonable financial terms and the unanimous support of
the special committee, we believe the proposed transaction is in
the interest of shareholders.  Accordingly, we recommend
shareholders vote FOR the proposal."

Both ISS and Glass Lewis also recommend that stockholders vote for
the company's proposal to adjourn the special meeting of
stockholders if there are not sufficient votes for a quorum, in
order to provide additional time to solicit proxies.

"We are very pleased that both ISS and Glass Lewis have
recommended that their clients vote to approve the merger
agreement," William End, Chairman of the Board of Directors of
Eddie Bauer, commented.  "Our Board of Directors continues to
unanimously believe that the proposed sale represents the best
opportunity to maximize value for Eddie Bauer stockholders."

On Nov. 13, 2006, the company has entered into a definitive
agreement for the sale of Eddie Bauer to Eddie B Holding Corp. for
$9.25 per share in cash.  The transaction is expected to close in
the first quarter of 2007, subject to the satisfaction of other
previously disclosed closing conditions.

As reported in the Troubled Company Reporter on Jan. 2, 2007, the
company reported that the waiting period required under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 expired without a
request for additional information from the U.S. Federal Trade
Commission.

The Board of Directors of Eddie Bauer has unanimously determined
that the merger agreement is advisable and in the best interests
of the company's stockholders and recommends that stockholders
vote for the adoption of the merger agreement at the upcoming
special meeting of stockholders to be held on Jan. 25, 2007.

Stockholders with questions regarding the solicitation may contact
Eddie Bauer's proxy solicitor, Innisfree M&A Incorporated, toll-
free at (888) 750-5834.

                    About Eddie Bauer Holdings

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty   
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at approximately 380 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The company also     
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Moody's Investors Service confirmed Eddie Bauer Inc.'s B2
Corporate Family Rating and B2 rating on the company's
$300 million term loan.


ENCORE ACQUISITION: Increased Leverage Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Encore Acquisition Co. and revised its outlook on the company to
negative from stable.

Fort Worth, Texas-based Encore had $594 million of balance sheet
debt as of Sept. 30, 2006.

"The negative outlook on Encore reflects increasing financial
leverage incurred to pursue acquisitions," said Standard & Poor's
credit analyst Ben Tsocanos.

The rating action primarily addresses the increase in financial
leverage incurred to fund Encore's $400 million cash acquisition
of oil and gas producing properties in the Big Horn Basin in
Wyoming.

The report that Encore plans to contribute oil and gas producing
properties to a master limited partnership subsidiary is a further
cause for concern, because the company would likely contribute its
lowest risk reserves to the partnership, and a substantial portion
of cash flow from the properties would be distributed to
shareholders.

Standard & Poor's also said that a failure to adhere to moderate
financial policies would likely warrant lower ratings. Conversely,
a more moderate capital structure result in ratings stability.


EPICEPT CORP: Faces Nasdaq Delisting Due to Noncompliance
---------------------------------------------------------
EpiCept Corporation received an Additional Staff Determination
letter from the Nasdaq Listings Qualification Department that the
company is not in compliance with a continued listing requirement
of The Nasdaq Global Market, in connection with the private
placement disclosed on Dec. 21, 2006.  Failure to comply with a
continued listing requirement subjects the company's stock to
delisting from The Nasdaq Global Market.

The Department's letter to the company indicated that the Private
Placement is noncompliant with the Rule because the amount of
common stock issued was greater than the 20% allowed to be sold at
a price below the greater of the company's book or market value
without shareholder authorization.  The shares of common stock
sold in the Private Placement were priced at the closing market
price on Dec. 21, 2006 and the warrants had an exercise price of
$1.47 ($0.01 over that market price).  The company plans to regain
compliance with a Nasdaq Market Rule by either seeking:

   (i) shareholder approval of the noncompliant terms of the
       Private Placement or should that alone be insufficient

  (ii) modifying the terms of the warrants to provide that such
       warrants are not exercisable until the company obtains
       shareholder approval of the noncompliant terms of the
       Private Placement and then seeking such shareholder
       approval.

In addition, the letter also indicated that Section 3(e) of the
Common Stock Purchase Warrant violates the Rule in that it allows
for adjustments to the exercise price that could result in the
warrant exercise price dropping to a level that would be below the
greater of book or market value.  If not given the opportunity to
obtain shareholder approval, the company plans to regain
compliance with the Rule by passing a resolution of the Board of
Directors of the company not to invoke the terms of the
noncompliant Section 3(e).

Further, the letter indicated that the shares of common stock in
the Private Placement would be aggregated with any potential
shares to be issued in accordance with a Standby Equity
Distribution Agreement also dated as of Dec. 21, 2006, based on
the overlap of investors and timing of the agreements.  It is the
company's understanding that if it remedies the non-compliance of
the Private Placement, that the Private Placement and the SEDA
would not be aggregated.  It is the company's plan to obtain
shareholder approval for the Private Placement.

Nasdaq may not agree to the plan and the company may not be
successful in implementing the plan, which could result in the
company's common stock being delisted from The Nasdaq Global
Market.

The company responded to the letter on Jan. 17, 2007.

The Nasdaq Listing Qualifications Panel conducted a hearing on
Dec. 14, 2006, relating to an earlier notification of the
company's failure to maintain a market value of its listed
securities over $50 million.  The Private Placement and SEDA were
part of the company's plan to regain compliance with that
provision. The company is awaiting the Panel's decision, and the
Panel may take the further noncompliance into consideration in
rendering its decision.  The company's securities remain listed on
The Nasdaq Global Market pending the Panel's decision.  In the
event the Company's securities are delisted from The Nasdaq Global
Market, the company intends to apply to have its listing
transferred to The Nasdaq Capital Market.  The company's
securities may also be eligible to trade on the over-the-counter
market.

"We are confident that the long-term prospects for the company are
positive and we remain focused on meeting the compliance standards
of the Nasdaq Global Market," Jack Talley, President and CEO,
stated.

Headquartered in New Jersey, EpiCept Corp. (Nasdaq and OMX
Stockholm: EPCT) is an emerging pharmaceutical company focused on
unmet needs in the treatment of pain and cancer.  The company has
a staged portfolio with several pain therapies in late-stage
clinical trials, and a lead oncology compound (for AML) with
demonstrated efficacy in a Phase III trial; the compound is
intended for commercialization in Europe.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $15,653,827, compared to a deficit of
$60,122,450 at Dec. 31, 2005.


FAIRPOINT COMMUNICATIONS: Agrees to Merge with Verizon Subsidiary
-----------------------------------------------------------------
FairPoint Communications, Inc. has agreed to merge with a
subsidiary of Verizon Communications Inc. owning the wireline
operations of Verizon in Maine, New Hampshire and Vermont.

After the merger, FairPoint shareholders will hold a significant
stake in the combined company.  The combined company will serve
approximately 1.6 million access lines, 234,000 high-speed data
subscribers and 600,000 long distance customers, and will
provision 160,000 wholesale lines, as of Sept. 30, 2006.

The transaction combines Verizon's personnel and local exchange
and related business assets from Maine, New Hampshire and Vermont
with the focus and specialized expertise of FairPoint.

Under the terms of the merger agreement, the company will issue
approximately 53.8 million shares of its common stock to be
distributed in a tax-free Reverse Morris Trust transaction to the
shareholders of Verizon.

The company will also assume approximately $1.7 billion of debt,
for which it has financing commitments in place for what it
anticipates to be a substantial portion of the debt.  The total
transaction value for these Verizon operations is approximately
$2.715 billion.

FairPoint's shareholders will own approximately 40% of the
combined company, while Verizon's shareholders will own
approximately 60%.

Pursuant to the merger agreement, three existing directors from
FairPoint will maintain their positions on the combined company's
board of directors, and Verizon will nominate six directors who
are expected to be independent of Verizon.

FairPoint also disclosed that Kent R. Weldon and Frank K. Bynum
Jr. resigned their board positions after 7 and 9 years of service,
respectively.  Mr. Weldon's and Mr. Bynum's resignations assist
FairPoint in fulfilling the merger agreement requirement to elect
six directors to be nominated by Verizon.

The transaction is targeted to close within twelve months and
after the requisite state and federal regulatory approvals.

Prior to the closing of the merger, FairPoint expects to invest
approximately $95 million to $110 million in transition costs in
connection with the transaction, of whicgh Verizon will pay for up
to $40 million of the pre-closing transition costs and the
remaining $55 million are expected to be offset by the cash
proceeds from the sale for $55 million of the company's Orange
County Poughkeepsie investment to Verizon Wireless as part of a
separate transaction.

A significant portion of the amount FairPoint expects to spend on
pre-closing transition costs will be spent on assets and services
which will not be useful in FairPoint's existing business.  In
addition, the expenditures will reduce FairPoint's Cash Available
for Dividends.

                        Transition Plans

FairPoint and Verizon are developing a strategic transition plan
to provide a seamless transition for customers that will allow
FairPoint to develop a scalable network platform.  The companies
have entered into a Transition Services Agreement (TSA), under
which Verizon will provide support services to the company.  The
agreement is designed to provide seamless customer service and
includes financial incentives for mutual cooperation and early
conversion.  During the transition, FairPoint and Verizon have
defined obligations designed to ensure a smooth and accelerated
conversion.

As part of the agreement, FairPoint will assume pension and other
post employment benefit obligations for all active, continuing
employees of Verizon companies.  The pension obligations will be
fully funded as of the closing of the merger.  Retired Verizon
company employees from the region will continue to receive their
benefits pursuant to the Verizon plans.

                         About FairPoint

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- provides communications services to  
rural communities across the country.  FairPoint acquires and
operates telecommunications companies for the delivery of service
to rural communities.  The company owns and operates 31 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services placed its ratings on
Charlotte, North Carolina-based FairPoint Communications Inc.,
including its 'BB-' corporate credit rating, on CreditWatch with
positive implications.

As reported in the Troubled Company Reporter on Jan. 18, 2007,
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.  The
outlook remains stable.


FAMILYMEDS GROUP: Securities Delisted from Nasdaq Capital Market
----------------------------------------------------------------
Familymeds Group, Inc. has been advised by The Nasdaq Stock Market
that a Nasdaq Listing Qualifications Panel has determined to
delist the company's securities from The Nasdaq Capital Market
effective on Jan. 18, 2007.

On Oct. 6, 2006, Familymeds received a Nasdaq Staff Determination
Letter, indicating that the company has failed to comply with the
minimum $35,000,000 market value of listed securities requirement
for continued listing as set forth in Marketplace Rule
4310(c)(2)(B)(ii), and that its securities are, therefore, subject
to delisting from The Nasdaq Capital Market.  The company appeared
before a Nasdaq Listing Qualifications Panel to review the Nasdaq
Staff determination.

Familymeds has been advised that its common stock will be
immediately eligible for quotation on the Pink Sheets, an
electronic quotation service for securities traded over-the-
counter.  Familymeds common stock may also be quoted in the future
on the Over-the-Counter Bulletin Board maintained by the NASD.  In
that regard, the company has been advised that a market maker has
filed an application to quote the company's common stock on the
OTCBB; however, there can be no assurance that they will be
cleared.

                     About Familymeds Group

Headquartered in Farmington, Connecticut, Familymeds Group, Inc.
(Nasdaq: FMRX) -- http://www.familymeds.com/-- is a pharmacy and  
medical specialty product provider formed by the merger on
Nov. 12, 2004, of DrugMax, Inc., and Familymeds Group, Inc.  
Familymeds operates 86 locations, including 7 franchised locations
in 14 states under the Familymeds Pharmacy and Arrow Pharmacy &
Nutrition Center brand names.  Familymeds offers a comprehensive
selection of brand name and generic pharmaceuticals, non-
prescription healthcare-related products, and diagnostic supplies
to its patients, physicians, clinics, long- term care and assisted
living centers.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $7,364,000, compared to a deficit of
$11,293,000 at Dec. 31, 2005.


GENERAL DATACOMM: Eisner LLP Raises Going Concern Doubt
-------------------------------------------------------
Eisner LLP in New York expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm cited
that the company has both a working capital and stockholders'
deficit at Sept. 30, 2006, has limited ability to obtain new
financing, and has defaulted under its senior secured debt.

General DataComm Industries Inc. reported a $1.3 million net loss
on $14.1 million of revenues for the year ended Sept. 30, 2006,
compared with $3.3 million of net income on $14.4 million of
revenues for the year ended Sept. 30, 2005.

Product revenues decreased $1.7 million, or 13%, while service
revenues increased by $1.4 million, more than double the prior
year.

The company continued to experience declines in sales of network
access products to large telecommunication carriers.  Such
declines were approximately $3.2 million for the 2006 fiscal year.
These reductions were offset in part by an increase of
approximately $1.3 million in sales of multi-service switches
which product lines were acquired on June 30, 2005 and, therefore,
were not a component of revenue for the first nine months of
fiscal 2005.

The increase in service revenues in the year was due primarily to
the acquisitions of the multi-service switch product business and
its base of service customers.

The company's selling, general and administrative expenses
increased to $6.1 million, or 43.6% of revenue in the fiscal year
ended Sept. 30, 2006, from $5.3 million, or 36.6% of revenue in
the fiscal year ended Sept. 30, 2005.  

Research and product development expenses increased to
$3.2 million, or 22.7% of revenue in the fiscal year ended Sept.
30, 2006, as compared to $2.5 million, or 17.4% of revenue in the
fiscal year ended Sept. 30, 2005, due primarily to increased costs
associated with development of new multi-service switching
products.

Other income decreased $3.5 million in fiscal 2006 largely due to
the inclusion in fiscal 2005 of a $4.7 million gain from  
recoveries of a note receivable related to the sale of the
company's Asynchronous Transfer Mode business in 2001.

At Sept. 30, 2006, the company's balance sheet showed $9.8 million
in total assets and $45.4 million in total liabilities, resulting
in a $35.6 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $5.9 million in total current assets
available to pay $44.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?18a5

                         Term Loan Default

As of Sept. 30, 2006, as a result of not making certain required
principal payments on its term obligation, the company is in
default under its senior loan agreement.  Although the company has
an informal agreement with its senior lenders to defer such
principal payments, the senior secured lenders may accelerate
payment of the outstanding debt of $5.1 million at Sept. 30, 2006,
and exercise their security interests as might the related parties
under their security interest which is subordinate to such senior
secured parties.

                       About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- is a provider of  
networking and telecommunications products, services and
solutions.  The company designs, assembles, markets, installs and
maintains products that enable telecommunications common carriers,
corporations, and governments to build, improve and more cost
effectively manage their global telecommunications networks.  The
company and its debtor-affiliates filed for chapter 11 protection
on Nov. 2, 2001.  On Sept. 15, 2003, General DataComm Industries,
Inc. emerged from bankruptcy.


GLOBAL CROSSING: Impsat Shareholders Approve $95 Mil. Acquisition
-----------------------------------------------------------------
Shareholders of Impsat Fiber Networks Inc. have voted to approve
Global Crossing Limited's proposed acquisition for $9.32 in cash
for each share of Impsat common stock.  The proposed acquisition
represents a total equity value of approximately $95 million and
includes Global Crossing's assumption, refinancing and repayment
of Impsat's debt, which was approximately $222 million as of Sept.
30, 2006.

Following shareholder approval, outstanding requirements for
consummation of the agreement include regulatory approvals and
customary closing conditions.  The acquisition is expected to be
completed in the first quarter of 2007.

"This vote gets us one step closer to finalizing Global Crossing's
acquisition of Impsat," said John Legere, Global Crossing's chief
executive officer.  "We look forward to completing this process
and turning our full attention towards a quick and efficient
integration of Impsat's resources and personnel with Global
Crossing."

The acquisition of Impsat will accelerate Global Crossing's
strategy to provide converged IP services to enterprises and
carriers globally, in addition to enhancing the company's
financials.  As a leading Latin American provider of IP, hosting
and value-added data solutions, Impsat will add approximately
4,700 customers to Global Crossing's ranks.  Impsat's extensive
IP-based intercity network, 15 metropolitan networks and 15
advanced hosting centers will provide a greater breadth of
services and coverage to Global Crossing's Latin American
operations.  Impsat will also add scale to the company's regional
presence and will enhance its competitive position as a global
service provider to multinational enterprises and carrier
customers.

                About IMPSAT Fiber Networks

IMPSAT Fiber Networks Inc. -- http://www.impsat.com/-- provides  
private telecommunications networks and Internet services in
Latin America.  The company owns and operates 15 metropolitan
area networks in some of the largest cities in Latin America and
has 15 facilities to provide hosting services, providing
services to more than 4,500 national and multinational clients.
IMPSAT has operations in Argentina, Colombia, Brazil, Venezuela,
Ecuador, Chile, Peru and the United States.

                   About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunication  
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major
cities around the globe including Bermuda, Argentina, Brazil,
and the United Kingdom.  Global Crossing serves many of the
world's largest corporations, providing a full range of managed
data and voice products and services.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

At Sept. 30, 2006, Global Crossing Ltd.'s balance sheet
showed a $131 million stockholders' deficit, compared to a
$173 million stockholders' deficit at Dec. 31, 2005.


GLOBAL POWER: Court Extends Lease Decision Period to April 26
-------------------------------------------------------------
The U.S Bankruptcy Court for the District of Delaware further
extended until April 26, 2007, the period within which Global
Power Equipment Group and its debtor-affiliates can assume, assume
or assign, or reject unexpired leases of nonresidential real
property.

As reported in the Troubled Company Reporter on Jan. 3, 2007,
the Debtors told the Court that they have five unexpired leases of
nonresidential real property, including, the Debtors' headquarters
in Tulsa, Oklahoma; two of Williams Group facilities in Stone
Mountain, Georgia and Lakeland, Florida; and Branden Group
facilities in Tulsa, Oklahoma.

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides  
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  The Official Committee of Unsecured
Creditors appointed in the Debtors' cases has selected Landis
Rath & Cobb LLP as its counsel.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts of
$123,221,000.


GREENWICH CAPITAL: Fitch Ups Ratings on Class P Certificates to B
-----------------------------------------------------------------
Fitch Ratings upgrades Greenwich Capital Commercial Mortgage
Trust's mortgage pass-through certificates, series 2002-C1:

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

Fitch also affirms the following classes:

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

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

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

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

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


GREENWICH CAPITAL: Fitch Affirms Rating on Class O Certs. at B-
---------------------------------------------------------------
Fitch upgrades Greenwich Capital Commercial Mortgage Trust's
mortgage pass-through certificates, series 2004-GG1:

   -- $61.8 million class B to 'AAA' from 'AA';
   -- $26.0 million class C to 'AA+' from 'AA-';
   -- $52.0 million class D to 'AA-' from 'A';
   -- $32.5 million class E to 'A+' from 'A-';
   -- $32.5 million class F to 'A' from 'BBB+'; and,
   -- $26.0 million class G to 'BBB+' from 'BBB'.

In addition, Fitch affirms these classes:

   -- $26.3 million  class A-2 at 'AAA';
   -- $274.0 million class A-3 at 'AAA';
   -- $296.0 million class A-4 at 'AAA';
   -- $381.8 million class A-5 at 'AAA';
   -- $100.0 million class A-6 at 'AAA';
   -- $1.0 billion   class A-7 at 'AAA';
   -- Interest Only classes XP and XC at 'AAA';
   -- $39.0 million class H at 'BBB-';
   -- $6.5 million  class J at 'BB+';
   -- $13.0 million class K at 'BB';
   -- $13.0 million class L at 'BB-';
   -- $9.8 million  class M at 'B+';
   -- $9.8 million  class N at 'B';
   -- $6.5 million  class O at 'B-';
   -- $10.4 million class OEA-B1 at 'BBB-'; and,
   -- $14.4 million class OEA-B2 at 'BBB-'.

Fitch does not rate the $42.3 million class P. Class A-1 has paid
in full.

The upgrades are due to a total of 10.2% defeasance, stable pool
performance and scheduled amortization.  As of the January 2007
distribution date, the pool's aggregate certificate balance has
decreased 5.6% to $2.48 billion compared to $2.63 billion at
issuance.  There are no delinquent or specially serviced loans.

The six credit-assessed loans remain investment grade.  Fitch
reviewed operating statement analysis reports and other
performance information provided by Wachovia Bank, N.A.

111 Eighth Avenue is secured by a 2.9 million square foot,
17-story office building in the West Midtown South submarket of
Manhattan.  The loan is a pari passu interest in a $495.9 million
whole loan which includes $49.6 million in B-Notes.  Occupancy as
of September 2006 increased to 100% from 90.0% at issuance.

Southland Mallis secured by a 1.0 million sf regional shopping
mall in Hayward, California.  Anchors include Macy's, J.C. Penney,
Mervyn's, and Sears.  Collateral occupancy as of September 2006
increased to 95.3% from 90.4% at issuance.

Deerbrook Mall is secured by 461,298 sf in a 1.2 million sq. ft.
regional mall in Humble, Texas.  The anchors are not part of the
collateral and include Dillard's, Macy's, JC Penney, Mervyn's, and
Sears.  In-line occupancy as of September 2006 increased to 96.1%
from 93.6% at issuance.

Water Tower Place is secured by 727,838 sq. ft. of retail and
93,841 sq. ft. of office space in Chicago, Illinois.  Occupancy as
of September 2006 was 94.2% compared to 96.1% at issuance.

The DDR Portfolio is secured by 2.9 million sq. ft. of anchored
retail space located in 10 geographically diverse properties.
Occupancy of the portfolio as of December 2006 increased to 96.8%
from 93% at issuance.

222 East 41st Street is secured by the fee interest in 19,700 sf
of ground under a New York City office building.  The land lease
is absolute net, and the landlord has no obligations to pay for or
provide any services to the leasehold interest.

The largest loan in the pool, 885 Third Avenue - The Lipstick
Building in Manhattan, is 98% occupied as of September 2006
compared to 97.3% at issuance.  The remaining top 5 loans not
credit assessed are located in New York, Kentucky, Virginia, and
California, and performance has remained stable.


HANDMAKER JEWISH: Third Amended Plan Tackles Bondholders Claims
---------------------------------------------------------------
Handmaker Jewish Services for the Aging delivered a third amended
Disclosure Statement describing its Third Amended Plan of
Reorganization to the U.S. Bankruptcy Court for the District of
Arizona.

The Third Amended Plan supplements the Debtor's Court-approved
Second Amended Plan of Reorganization dated June 2006.

Specifically, the Third Amended Plan deals with the treatment of
the Class 2 Bondholders Claims and Class 17 (now New Class 8)
General Unsecured Claims -- the only classes who voted against the
Debtor's Second Amended Plan.

                        Second Amended Plan

The Debtor's Second Amended Plan, as published in the Troubled
Company Reporter on July 27, 2006, proposes to pay secured
creditors according to new agreements for payment reached with
those creditors, or as the Court otherwise orders.  Once it
emerges, the Debtor will repay its unsecured creditors with a
dividend of approximately 10% on the effective date of the Plan
and for three years later, by making distributions of adjusted net
revenues earned by the Debtor.

To make the payments required by the Plan and to supplement
the Debtor's net operating income, amounts will be raised from
contributions by benefactors to fund the Plan's initial payments.

Based on a $13.7-million valuation for a facility owned by
the Debtor and assuming an annual debt service requirement of
approximately $1 million, the Debtor has received commitments for
charitable contributions of around $2.3 million to $2.4 million.
These contributions represent specific commitments that have been
made to assist the Debtor in the funding of its Plan.  It is
anticipated that these general contributions will continue in the
future based upon historic giving.

As far as the specific contributions for the reorganization, it is
anticipated that $800,000 of contributions will have been received
not later than the effective date of the Plan.  These amounts will
enable the Debtor to make payments required on the effective date.
The $800,000 is within the $2.3 million to $2.4 million in
contributions that are projected to be received on the effective
date of the Plan and the three years following that effective
date.  The Debtor will present evidence at the time of the hearing
on confirmation establishing that the contributions are more than
likely to be timely made than not.

Based on projected adjusted net revenue, unsecured creditors
should be repaid approximately $1.8 million, which is in excess of
what would be received in a liquidation.  In addition, the Debtor
will assume all necessary executory contracts for the continued
operation of the multiple residence-retirement community complex.

Unless a Section 1111(b) election is made, the Bondholder secured
debt will be limited to the value of the collateral as determined
by the Bankruptcy Court.  On April 17, 2006, the Bankruptcy Court
entered its Order determining the value of the Debtor's Property
at $13.7 million.

                 Changes Under Third Amended Plan

Class Two Claims are the claims of Bondholders holding tax exempt
bonds issued by the Industrial Development Authority of the County
of Pima, which bonds are the IDA Healthcare Revenue Bond Series
2000A and Series 2000B Extendable Rate Adjustable Securities.

Wells Fargo Bank, National Association, is the successor Bond
Trustee under the Bond Indenture.  The Bond Trustee has filed a
proof of claim on behalf of Bondholders asserting that the
Bondholders' claims total $21,469,699.  The claims of the
Bondholders are secured by collateral comprised of, among other
things, the Debtor's improved real property, and all the equipment
and machinery attached to it.

The Bondholders' secured claim will, among others, be allowed in
the amount of $21,469,699 and will continue to be secured by a
first position lien in favor of the Bond Trustee on all collateral
that secured the Bond Trustee's claim at the time the bankruptcy
petition was filed and any after-acquired property subject to the
Bond Trustee's prepetition liens pursuant to the cash collateral
stipulation and order entered in this case.

Claims under New Class 8 (formerly Class 17) General Unsecured
Claims will no longer contain any claims by the Bond Trustee
or Bondholders on account of their Bonds, as the Bondholders'
claims are fully treated in Class 2.

Furthermore, this class will now include the claims of Cardinal
Health, Citicorp Vendor Finance, Dell Financial Services, Medline
Industries, Pitney Bowes, and VGM Financial Services, which were
formerly treated in claim classes 4, 5, 6, 7, 9, 10, 11 and 12.
This class of creditors holds claims of approximately $279,500.

Holders of General Unsecured Claims under New Class 8 whose claims
are allowed will be paid 20% of the allowed amount of their claims
on the 60th day after the effective date of the Plan.  The Debtor
has budgeted a payment of approximately $55,000 on the effective
date to be distributed pro rata to unsecured creditors.  The
remaining allowed amount of each general unsecured claim will
receive a pro rata distribution from the net cash flow, after
reserves as deemed necessary and prudent, from the Debtor's      
operations, after payment of all preceding classes of claims, over
a three year period following the effective date of the Plan.

A full-text copy of the Second Amended Disclosure Statement is
available for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060711044551

                      About Handmaker Jewish

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$10,384,351 in assets and $21,625,125 in debts.


HANDMAKER JEWISH: Confirmation Hearing Scheduled for February 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing to consider confirmation of Handmaker Jewish Services
for the Aging's Third Amended Plan of Reorganization on Feb. 8,
2007, 10:00 a.m., at the United States Bankruptcy Court, 4th
Floor, 38 S. Scott Avenue, in Tucson, Arizona.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$10,384,351 in assets and $21,625,125 in debts.


HARTCOURT COMPANIES: Posts $1 Million Net Loss in Second Quarter
----------------------------------------------------------------
Hartcourt Companies Inc. reported a $1 million net loss on
$12 million of sales for the second quarter ended Nov. 30, 2006,
compared to $104,690 of net income on $11.9 million of sales for
the same period in 2005.

Revenue during the three months ended Nov. 30, 2006, and 2005,
were derived almost entirely from sale of Samsung products in
Shanghai.

Gross margin was $353,239, or 2.88%, for the quarter ended
Nov. 30, 2006, compared to $830,669, or 6.96%, for the same period
in 2005, a decrease of 57.5%.  The lower gross margin was due to
the increase in cost of goods sold.

Total operating expenses increased $1.6 million primarily due to
the $1.4 million provision for bad debts.

At Nov. 30, 2006, the company's balance sheet showed $10.3 million
in total assets, $7.7 million in total liabilities, $317,621 in
minority interests, and $2.3 million in total stockholders'
equity.

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?18bb

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Kabani & Company, Inc., expressed substantial doubt about The
Hartcourt Companies Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended May 31, 2006.  The auditing firm pointed to the company's
accumulated deficit of $67,709,374 as of May 31, 2006, and
negative cash flow from operations amounting $1,630,966 for the
year ended May 31, 2006.

                        About Hartcourt

Hartcourt Companies Inc. (OTC BB: HRCT.OB) --
http://www.hartcourt.com/ -- is a distributor of internationally  
well known brand named IT hardware products and related services
in the People's Republic of China.


HINE NURSERIES: Completes Sale of Pa. Facility to KW Danville
-------------------------------------------------------------
Hines Nurseries Inc., a subsidiary of Hines Horticulture Inc.,
completed the sale of its Danville, Pennsylvania nursery facility
assets to KW Danville LLC for approximately $2.9 million, pursuant
to an asset purchase agreement dated Jan.9, 2007.

A full-text copy of Hines Nurseries Inc.'s Purchase Agreement is
available for free at:

             http://ResearchArchives.com/t/s?18ac

Headquartered in Irvine, California, Hines Nurseries, Inc., a
subsidiary of Hines Horticulture Inc., is a commercial nursery
operator in the United States.  The company's 13 strategically
located nurseries produce approximately 5,500 plan varieties and
serve 8,000 retail and commercial customer locations.  Hines is a
wholly owned subsidiary of HinesHorticulture, Inc, which in turn
is 53.4% owned by affiliates of Madison Dearborn Partners.

                        *     *     *

On Oct. 4, 2006, Moody's Investors Service rates Hines Nurseries
Inc.'s $100 million Senior Secured Revolver at Ba3 and $175
million Senior Secured Bonds at Caa1.


IMPSAT FIBER: Shareholders Okay Global Crossing's Buy Offer
-----------------------------------------------------------
Shareholders of Impsat Fiber Networks Inc. have voted to approve
Global Crossing Limited's proposed acquisition for $9.32 in cash
for each share of Impsat common stock.  The proposed acquisition
represents a total equity value of approximately $95 million and
includes Global Crossing's assumption, refinancing and repayment
of Impsat's debt, which was approximately $222 million as of
Sept. 30, 2006.

Following shareholder approval, outstanding requirements for
consummation of the agreement include regulatory approvals and
customary closing conditions.  The acquisition is expected to be
completed in the first quarter of 2007.

"This vote gets us one step closer to finalizing Global Crossing's
acquisition of Impsat," said John Legere, Global Crossing's chief
executive officer.  "We look forward to completing this process
and turning our full attention towards a quick and efficient
integration of Impsat's resources and personnel with Global
Crossing."

The acquisition of Impsat will accelerate Global Crossing's
strategy to provide converged IP services to enterprises and
carriers globally, in addition to enhancing the company's
financials.  As a leading Latin American provider of IP, hosting
and value-added data solutions, Impsat will add approximately
4,700 customers to Global Crossing's ranks.  Impsat's extensive
IP-based intercity network, 15 metropolitan networks and 15
advanced hosting centers will provide a greater breadth of
services and coverage to Global Crossing's Latin American
operations.  Impsat will also add scale to the company's regional
presence and will enhance its competitive position as a global
service provider to multinational enterprises and carrier
customers.

                   About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunication  
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major
cities around the globe including Bermuda, Argentina, Brazil,
and the United Kingdom.  Global Crossing serves many of the
world's largest corporations, providing a full range of managed
data and voice products and services.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed US$25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

                About IMPSAT Fiber Networks

IMPSAT Fiber Networks Inc. -- http://www.impsat.com/-- provides  
private telecommunications networks and Internet services in
Latin America.  The company owns and operates 15 metropolitan
area networks in some of the largest cities in Latin America and
has 15 facilities to provide hosting services, providing
services to more than 4,500 national and multinational clients.
IMPSAT has operations in Argentina, Colombia, Brazil, Venezuela,
Ecuador, Chile, Peru and the United States.

                    Going Concern Doubt

In its audit report on the consolidated financial statements for
year ended Dec. 31, 2005, auditors working for Deloitte & Touche
LLP noted that IMPSAT Fiber Networks, Inc.'s current liquidity
position, high debt obligations, and negative operating results
raise substantial doubt as to its ability to continue as a going
concern.


INNOVATIVE COMMUNICATION: Section 341 Meeting Set for February 7
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
Innovative Communication Company, LLC, and its debtor-affiliates
at 9:00 a.m., on Feb. 7, 2007.  The meeting will be held at Ron De
Lugo Federal Bldg. & Courthouse, 5500 Veterans Drive, Suite 310 in
St. Thomas, Virgin Islands.

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

                        About Innovative

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

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

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


INVACARE CORP: Moody's Rates $400 Million Facilities at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to the
proposed $400 million Senior Secured Credit Facility,
$175 million of Senior Notes, and $125 million of Senior
Subordinated Convertible Notes of Invacare Inc.

Concurrently, Moody's assigned a B1 Corporate Family Rating and
Speculative Grade Liquidity Rating of SGL-2 to the company.

The outlook for the ratings is stable.

Invacare's B1 rating reflects the factors outlined in Moody's
Global Medical Products and Device Industry Rating Methodology.
While the methodology suggests an indicative rating for Invacare
of Ba3, Moody's has assigned an initial rating one notch lower at
B1.  The lower rating reflects Moody's concern that overall
profitability and cash flow coverage of debt could continue to
deteriorate due to unfavorable Medicare reimbursement changes, and
to a lesser extent, competitive pricing in some of its segments.

Moody's notes that the company's cash coverage of debt ratios,
operating margins and return on assets are at the low end of the
single B category.  However, Moody's acknowledges that Invacare
benefits from scale and diversification and low research and
development spending as a percentage of revenues, which reflect an
investment grade credit profile.

The outlook is stable, despite Moody's expectation that
unfavorable Medicare reimbursement changes and continued
competition from Asia manufacturers will continue to put pressure
on revenues in 2007, followed by stabilization in 2008.  Moody's
believes that Invacare will partially offset the effects of lower
revenues through additional reductions in staffing, consolidation
of manufacturing and distribution facilities, and increased
outsourcing to Asia.  As a result, Moody's forecasts minimal
margin compression in 2007.  The outlook also considers Moody's
expectation that free cash flow will continue to deteriorate based
on lower earnings, despite lower capital spending and modest
working capital improvements.

The assignment of the SGL-2 speculative grade liquidity rating
reflects the company's good liquidity position and incorporates
Moody's expectation that, over the twelve month period ending Dec.
31, 2007, Invacare will likely fund its ordinary working capital,
capital expenditures, mandatory debt amortization and other cash
requirements without further access to external sources.

This rating also considers the limited size of external committed
funding the company is anticipated to have upon closing of the
proposed $150 million revolving credit facility, with
approximately $115 million in availability.

Since Moody's anticipates that Invacare will have a comfortable
cushion to remain in compliance with the financial covenants
inherent in the proposed credit facility, Invacare should be able
to maintain access to its committed source of funding over the
next four quarters. However, the SGL rating recognizes the absence
of an alternate source of liquidity, since all assets will be
encumbered under the credit agreement.

These ratings were assigned to Invacare Inc:

   -- $250 Million Term Loan B, due 2013 Ba2, LGD2, 22%;

   -- $150 Million Revolver, due 2012, Ba2, LGD2, 22%;

   -- $175 Million Senior Notes, due 2015, B2, LGD4, 68%;

   -- $125 Million Senior Subordinated Convertible Notes, due
      2027, B3, LGD6, 93%;

   -- Corporate Family Rating, B1;

   -- Probability of Default Rating, B1; and,

   -- Loss Given Default Rating, LGD4, 50%.

Headquartered in Elyria, Ohio, Invacare Corp. is the leading
manufacturer and distributor of non-acute health care products for
home health care, retail and extended care markets worldwide. The
company's products are principally sold to over 25,000 home
healthcare and medical equipment providers in North America,
Europe and Asia.  The company reported revenues of $1,480 million
for the twelve months ended Sept. 30, 2006.


INVACARE CORP: S&P Rates Proposed $400 Mil. Senior Facility at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Elyria, Ohio-based medical equipment manufacturer
Invacare Corp.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Invacare's proposed $400 million senior secured credit
facility, consisting of a $150 million revolver maturing in 2012
and a $250 million term loan maturing in 2013. The credit facility
is rated 'B+' with a recovery rating of '1', indicating the
expectation for full recovery of principal in the event of a
payment default.

Standard & Poor's also assigned its  'B-' rating to the company's
proposed $175 million senior unsecured notes maturing in 2015 and
its 'CCC+' rating to the company's proposed $125 million senior
subordinated convertible notes maturing in 2027.  Proceeds will be
used to refinance the company's existing debt and pay
associated premiums, fees, and expenses.

"The 'B' rating reflects Invacare's exposure to Medicare
reimbursement reductions, its concentration in wheelchairs,
counterparty risk for its accounts receivable, pricing and volume
pressures from lower-priced competitors, and the company's
significant debt leverage," said Standard & Poor's credit analyst
Jesse Juliano.

"These concerns are partially mitigated by Invacare's market-
leading positions and brand reputation, its customer and
geographic diversity, and its opportunities to reduce costs."

Following the refinancing, Invacare will have just over $600
million of debt.  The company's financial risk profile is
consistent with the current rating, given a pro forma lease-
adjusted debt-to-EBITDA ratio of around 5.4x and EBITDA interest
coverage of less than 3x.  If the company is unable to execute its
cost savings initiatives, pricing and volume pressures could
weaken these numbers, or at least delay an improvement in the
financial risk profile.  However, Standard & Poor's believes that
the company will maintain an appropriate financial risk profile
for the current rating.


ITEN CHEVROLET: Court Converts Case to Chapter 7 Liquidation
------------------------------------------------------------
The Honorable Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota has approved Iten Chevrolet Company, Inc.'s
request for converting its Chapter 11 case to case under
Chapter 7.

The Debtor's Chapter 11 case was converted into liquidation
proceeding, pursuant to Section 1112 of the Bankruptcy Code,
effective Dec. 29, 2006.  The U.S. Trustee for Region 12, has
appointed Julia A. Christians as the Chapter 7 Trustee.

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors   
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  Peter W. Ito, Esq., at Baker &
Hostetler LLP represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed assets of $16,083,417 and debts of
$17,703,249.


ITEN CHEVROLET: Chapter 7 Trustee Wants Libra Thomson as Counsel
----------------------------------------------------------------
Julia A. Christians, the chapter 7 Trustee overseeing the
liquidation of Iten Chevrolet Company Inc.'s chapter 7 case, asks
the U.S. Bankruptcy Court for the District of Minnesota for
permission to employ herself and her firm Libra, Thomson, Stoebner
& Pusch, as bankruptcy counsel.

Libra Thomson will:

   a) respond to a motion for allowance of administrative
      expenses;

   b) investigate and pursue through litigation, as necessary,
      preference or other avoidable transfer claims;

   c) pursue any necessary claim objections; and

   d) represent the interest of the trustee in the administration
      of the Debtor's estate.

The Trustee discloses that she will bill $315 per hour for her
work and an that paralegals of the firm bill $125 per hour.

The Trustee assures the Court that her firm does not represent any
interest adverse to the estate.

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors   
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  Peter W. Ito, Esq., at Baker &
Hostetler LLP represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed assets of $16,083,417 and debts of
$17,703,249.


ITEN CHEVROLET: U.S. Trustee Will Meet Creditors on January 26
--------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of Iten
Chevrolet Company Inc.'s creditors on Jan. 26, 2006, 11:00 a.m.,
at 1015 US Courthouse, 10th Floor, 300 S 4th St., in Minneapolis,
Minnesota.  This is the first meeting of creditors after the
Debtor's chapter 11 case was converted to a chapter 7 proceeding.

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.

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors   
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  Peter W. Ito, Esq., at Baker &
Hostetler LLP represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed assets of $16,083,417 and debts of
$17,703,249.


JER CRE: Fitch Holds Rating on $10 Million Class G Notes at B
-------------------------------------------------------------
Fitch has affirmed eight classes of notes issued by JER CRE CDO
2005-1, Ltd. and JER CRE CDO 2005-1 LLC:

   -- $81,725,000 class A floating-rate notes 'AAA';

   -- $38,130,000 class B-1 fixed-rate notes 'AA';

   -- $37,500,000 class B-2 floating-rate notes 'AA';

   -- $48,400,000 class C fixed-rate deferrable interest notes
      'A';

   -- $46,500,000 class D fixed-rate deferrable interest notes
      'BBB';

   -- $23,320,000 class E fixed-rate deferrable interest notes
       'BBB-';

   -- $15,000,000 class F fixed-rate deferrable interest notes
      'BB'; and,

   -- $10,000,000 class G fixed-rate deferrable interest notes
      'B'.

JER CDO 2005-1 is a collateralized debt obligation that closed
Nov. 10, 2005 and is managed by JER Investors Trust, Inc., a
subsidiary of J.E. Robert Company, Inc.

JER CDO 2005-1 has a portfolio composed of approximately 97%
commercial mortgage-backed securities and 3% real estate
collateralized debt obligations.  This is a static transaction;
however, the collateral advisor will have the ability to sell
impaired or credit-risk securities at any time.

These affirmations are due to the stable performance of the
collateral since close.  The weighted average rating factor  has
remained stable at 19.88, as of the most recent trustee report
dated Dec. 19, 2006.  The A/B, C, and D/E overcollateralization  
ratios have remained stable at 266.12%, 203.52%, and 151.95%
respectively.  Furthermore, there have been no redemptions or
defaults to date.

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

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


JP MORGAN: Fitch Holds Low-B Ratings on $34 Million Cert. Classes
-----------------------------------------------------------------
Fitch upgrades four classes of JP Morgan Chase Commercial Mortgage
Securities Corporation's commercial mortgage pass-through
certificates, series 2002-CIBC4:

   -- $10 million class D to 'AAA' from 'AA';
   -- $24 million class E to 'A+' from 'A';
   -- $12 million class F to 'A-' from 'BBB+'; and,
   -- $14 million class G to 'BBB' from 'BBB-'.

In addition, Fitch affirms these classes:

   -- $138.1 million class A-2 at 'AAA';
   -- $403.2 million class A-3 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $32.0 million class B at 'AAA';
   -- $34.0 million class C at 'AAA';
   -- $12.0 million class H at 'BB+';
   -- $4.0 million class J at 'BB'.
   -- $6.0 million class K at 'B+';
   -- $8.0 million class L at 'B'; and,
   -- $4.0 million class M at 'B-'.


Fitch does not rate the $9.1 million class NR. Class A-1 has been
paid in full.

The rating upgrades reflect defeasance and paydown of the pool
collateral balance since Fitch's last rating action.  As of the
December 2006 distribution date the pool has paid down 11.1% to
$710.2 million from $798.9 million at issuance.  Seventeen loans,
15.6% of the pool, have defeased.

There are currently two assets in special servicing.  The largest
asset is a real estate owned office property located in Troy,
Michigan.  The sole tenant filed for bankruptcy and terminated its
lease in June 2006 and the property is currently vacant.  The
special servicer foreclosed on the property in October 2006 and is
working within a six month redemption period which expires in
April 2007.

The other specially serviced loan is collateralized by a multi-
family apartment building located in Austell, Goegia and is 60
days delinquent.  The special servicer is currently working with
the borrower to bring the loan current.  Fitch will continue to
closely monitor the specially serviced assets as losses are
expected.

Fitch reviewed the credit assessment of the Highland Mall loan.
The Highland Mall loan is secured by 487,170 square feet of a
retail property located in Austin, Texas.  The stressed DSCR for
YE 2005 was 1.42x and 1.43x for the six months ending
June 30, 2006, stable since issuance.  Due to its stable
performance, the loan maintains an investment grade credit
assessment.  The DSCR for the loan is calculated using borrower
provided net cash flow less required reserves divided by debt
service payments based on the current balance using a Fitch
stressed refinance constant.


KGEN LLC: Moody's Rates $400 Mil. Senior Credit Facilities at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to KGen LLC's
new $400 million senior secured credit facilities.  The facilities
consist of a $200 million 1st lien term loan due 2014, a $120
million synthetic letter of credit facility due 2014 and an $80
million working capital loan facility due 2012.  The facilities
will be secured by the KGen portfolio of its Murray, Hinds, Hot
Spring combined cycle and Sandersville simple cycle facilities on
a 1st lien basis.

The rating outlook is stable.

In December 2006, KGen Power Corporation, a newly formed company,
raised approximately $777 million of equity from a group of
investors in a private placement offering.  

KGen Power Corporation intends to use a portion of these equity
proceeds along with the $200 million term loan offering to:

   (1) purchase KGen Partners LLC, the sole owner of KGen LLC
       from current owners;

   (2) repay the remaining balance of KGen LLC's $475 million
       facilities issued in March 2005; and

   (3) provide cash to KGen LLC in excess of $50 million for
       working capital purposes.

The Ba3 rating of the new facilities reflects the relatively low
level of leverage at approximately 24% debt to pro forma
capitalization and $66/kw of funded debt.  This level of leverage
compares favorably with the existing leverage of the project
company and compares better than other recent combined cycle
portfolio financings with 1st lien ratings of Ba3.  

Nevertheless, the benefits of this lower leverage are still offset
by the considerable uncertainty and volatility associated with a
predominantly merchant generating portfolio stemming from seasonal
cash flows and exposure to market concentration.

The lower pro forma debt load will result in relatively good
credit metrics in comparison to other merchant generation
financing structures.  While Moody's anticipates average funds
from operations to debt ratio to be negative in the first two
years following the transaction due to the substantial major
maintenance costs anticipated during this period, the FFO to debt
ratio is expected to improve to 15% or better thereafter, under
various market scenarios; a level that is consistent with a Ba
rating for projects with significant merchant revenue exposure.
The debt service coverage ratio, based on interest expense and a
1% per annum scheduled amortization of the term loan, is expected
to remain greater than 1.4x on average through the life of the
loans based on the various market scenarios analyzed by Moody's.

The rating also reflects the concentration of KGen's assets in a
market that has, in Moody's view, weak fundamentals for merchant
operators.  The KGen portfolio operates in the Southeastern
Electric Reliability Council wholesale power market where reserve
margins remain high due to overbuilding in recent years and the
slow pace of retirements of older generation units by the
incumbent utilities.  Lower cost coal and nuclear power together
currently account for 54% of the region's capacity and constitute
base load production in the region.  While KGen's combined cycle
units are generally dispatched on a load following basis and have
a reasonable expectation of being dispatched during peak summer
demand periods at capacity factors that reflect an intermediate
dispatch profile, KGen's seasonal cash flows could be subject to
considerable volatility.

In Moody's view, a key strength of the proposed new financing is
the existing PPA currently in place with Georgia Power at the
630MW Murray I generating facility.  This contract, which is
expected to generate revenues of approximately $50 million per
annum through 2012, provides a good base for cash available for
debt service.

The proposed financing structure has a number of project-like
features including a cash flow waterfall with segregated accounts,
cash funded reserves and a 50%-75% cash sweep requirement.

Additionally, the rating reflects several structural benefits that
include a requirement to cash fund and maintain at all times a six
month debt service reserve, a twelve-month major maintenance
reserve and a minimum $50 million required cash balance before
distributions can be effected.  The proceeds of the debt and
equity financing will initially fund a liquidity basket in excess
of $50 million and additional liquidity will be available through
the $80 million revolving credit facility.

At approximately $66/kw on the basis of the funded term loan, the
lenders will benefit from a significant level of collateral
protection.  The proposed equity offering values the transaction
at approximately $250/kw.  Furthermore, in contrast to this
potential market value, Moody's estimates that new construction
for gas fired combined cycle units could be significantly higher
in the range of $600 to $700/kw.

KGen's stable outlook reflects the cash flow protection provided
by the capacity payments from the Georgia Power PPA and the
expectation that merchant margins, if sustained at levels which
are at least consistent with recent performance, could provide
comfortable coverage of scheduled debt service, with cash funded
reserves available to fund planned upfront major maintenance
costs.

The rating is predicated upon final documentation being consistent
with Moody's current understanding of the transaction structure.  
Moody's will withdraw the B2 first lien rating and B3 2nd lien
rating on KGen's existing term loans upon closing of the
recapitalization.

Based in Houston, Texas, KGen LLC is a power generating company
formed in 2004 as a vehicle to purchase and hold a portfolio of
power generation assets from Duke Energy.  KGen will own four
power generation facilities with a combined capacity of
3,030 megawatts and include Murray I and II combined cycle
facilities and Sandersville simple cycle facility located in
Georgia, Hinds combined cycle facility in Mississippi, and Hot
Springs combined cycle facility in Arkansas.


KMART CORP: Wants Court Decision on Workers' Compensation Claims
----------------------------------------------------------------
Kmart Corp. asks the U.S. Bankruptcy Court for the Northern
District of Illinois to determine that each of additional workers'
compensation claims is entitled to the rights and treatment
described under the company's Plan of Reorganization, but not to
distributions under the Plan.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that pursuant to
its Plan, Kmart has honored all prepetition and postpetition
claims for workers' compensation benefits.  However, several
persons asserting workers' compensation claims have filed
additional claims, including:

    Claim No.     Claimant Name                 Claim Amount
    ---------     -------------                 ------------
     39196        Sullivan, Brian                       $728
     25973        Davis, Lana                        100,000
     15318        Frizzell, Dorothy M.                     0
      6418        Davino, Domenic A.                  20,000
     21346        Dillard, Kathy G.                        -
     31295        Floyd, Barbara G.                   30,000
      7789        Hall, Deborah J.                         -
     11192        Hosino, Georgetta M.                55,981
     45860        Moore, Rosalie                     344,365
     23951        Sarvey, Maxine                      25,000

According to Mr. Barrett, these claimants are entitled to
prosecute their claims in accordance with state law as if the
bankruptcy case had not been filed.  However, they are not
entitled to receive distributions under the Plan.

Any recovery received by a claimant under the Plan would
duplicate the benefits the claimant receives on his or her
workers' compensation claim, Mr. Barrett explains.

                     About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.

The Company filed for chapter 11 protection on January 22, 2002
(Bankr. N.D. Ill. Case No. 02-02474).  Kmart emerged from chapter
11 protection on May 6, 2003.  John Wm. "Jack" Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
retailer in its restructuring efforts.

The Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.  

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  The waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act expired on Jan.
27, 2005, without complaint by the Department of Justice.

(Kmart Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000)


LENOX GROUP: Enters New Control Agreement with Timothy Schugel
--------------------------------------------------------------
Lenox Group Inc. entered a new Senior Management Change in Control
Agreement with Timothy J. Schugel, Chief Financial and Operating
Officer, and David H. Royer, Vice President, Sales, on Jan. 15,
2007.

In addition, the company entered a Senior Management Change
in Control Agreement with Joel D. Anderson, President, Consumer
Direct, on Jan. 15, 2007, pursuant to the terms of Mr. Anderson's
hiring letter.  The new Senior Management Change in Control
Agreements supercede the existing agreements these officers
had signed with the company in 2003.  

The agreement provides that the executive will receive a cash
severance benefit payment and certain other benefits if, within a
year following the occurrence of a "change in control," the
employment of the executive is involuntarily terminated without
"cause" or the executive resigns for "good reason".

The executive also has the right to receive such payment
and benefits if the executive's employment is involuntarily
terminated:

   1) within four weeks prior to a public announcement by the     
      company of an agreement with a third party to effect a
      change in control which agreement is approved by the
      company's Board of Directors in force immediately prior to
      the announcement; or

   2) at any time from the time of such announcement through the
      closing of such agreement and such termination is under
      circumstances that would have entitled the executive to
      receive such payments and benefits if they had occurred
      following a change in control.

The cash severance benefit payment the executive is entitled to
receive equal to the sum of:

   -- The executive's base salary through the termination date.

   -- The executive's target pro rata bonus for the year of
      termination.

   -- An amount equal to two times the sum of the executive's
      base salary on the date of termination plus the executive's
      highest cash bonus during the past three years. and

   -- An amount equal to the current value of continued     
      participation in all of the Company's benefit plans at the
      same level at which the executive was participating in such
      plans on the termination date, assuming that such
      participation would have continued for 24 months.

The executive's unvested stock options, restricted or
deferred stock awards and nonqualified retirement benefits will
immediately vest, all restrictions relating to any restricted
or deferred stock will lapse and, to the extent permitted by
Section 409A, the executive will retain the right to exercise all
outstanding stock options for the lesser of 36 months from the
termination date or the remainder of the exercise period.

In addition, the portion of the cash severance benefit payment due
pursuant to the benefit plans will be grossed up for taxes and, in
the event that after the imposition of any excise tax, the
executive were to retain less than 80% of the total payments due
the executive under the Senior Management Change in Control
Agreement, the company will be obligated to pay a full gross-up
amount to the executive.  The cash severance benefit payment is
not subject to mitigation or offset.

A full-text copy of Lenox Group's Senior Management Change in
Control Agreement is available for free at:

             http://ResearchArchives.com/t/s?18aa

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX) was
formed on Sept. 1, 2005, when Department 56, Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox, Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal and giftware products.  
The Company sells its products through wholesale customers who
operate gift, specialty and department store locations in the
United States and Canada, company-operated retail stores, and
direct-to-the-consumer through catalogs, direct mail, and the
Internet.

                        *     *     *

As reported in Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Ratings Services lowered its corporate credit  
rating on Lenox  Group Inc. to 'CCC+' from 'B+'.  The rating on
the senior secured debt was lowered to 'B-' from 'BB-' and the
recovery rating was affirmed at '1', indicating expectations for a
full recovery of principal.


MEDWAVE INC: Carlin Charron Expresses Going Concern Doubt
---------------------------------------------------------
Carlin, Charron & Rosen LLP, in Westborough, Massachusetts,
expressed substantial doubt about Medwave Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006, and 2005.  The
auditing firm pointed to the company's recurring net losses and
accumulated deficit of approximately $34,000,000 at
Sept. 30, 2006.

Medwave Inc. reported a $5.8 million net loss on $1.1 million of
net sales for the year ended Sept. 30, 2006, compared with a
$4.1 million net loss on $1.2 million of net sales for the year
ended Sept. 30, 2005.

The decrease in revenue for fiscal year 2006 was due to a decrease
in Vasotrac and service sales.

Operating expenses for fiscal 2006 was $7.1 million, an increase
of $1.7 million from fiscal year 2005.  The increase in operating
expense was primarily due to approximately $500,000 in stock
option compensation expense, $400,000 in severance expenses, and
$557,000 in Primo(TM) impairment charges.

At Sept. 30, 2006, the company's balance sheet showed $6.3 million
in total assets, $1.6 million in total liabilities, and
$4.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?18b9

Headquartered in Danvers, Massachusetts, Medwave,Inc.
(Nasdaq: MDWV) -- http://www.mdwv.com/-- develops, manufactures  
and distributes sensor-based non-invasive blood pressure
solutions.  Medwave's suite of products is designed for use in
hospitals, clinics, doctor's offices and almost anywhere blood
pressure monitoring occurs.  


MERITAGE MORTGAGE: Fitch Cuts Rating on Class B-1 Loans to B+
-------------------------------------------------------------
Fitch Ratings has taken various actions on these classes of
Meritage Mortgage Loan Trust issue, series 2004-1:

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

The mortgage loans consist of conventional 30-year, fixed- and
adjustable-rate, first lien and second lien loans secured by one-
to four-family residential properties.  The original weighted
average combined loan-to-value ratio for the mortgage loans was
approximately 86%.  All of the mortgage loans were originated by
Meritage Mortgage Corporation and are serviced by HomeEq Servicing
Corp.

The affirmations affect approximately $85.78 million in
outstanding certificates.  The downgrades of classes M-8 and B-1
affect approximately $5.05 million of the outstanding
certificates.  Classes M-6 and M-7 are placed on Rating Watch
Negative, affecting approximately $6.05 million of the outstanding
certificates.

Although the overcollateralization is currently at the target
amount of $4.04 million or 4% of the current collateral balance
due to the recent step-down of the target amount in September
2006, the OC had been below the target amount for five months
prior to the step-down date due to losses generally exceeding the
available excess spread.  Due to the deteriorating relationship of
losses to excess spread in the trust, Fitch does not expect the OC
to maintain its target once it reaches the OC floor of $3.46
million in the next couple of months.  The low OC balance
increases the credit risk of the subordinate bonds, as indicated
by the downgrades and Rating Watch Negative status.  Cumulative
losses to date are 1.66% of the original collateral balance.  The
loans in the Foreclosure and Real Estate Owned delinquency bucket
make up approximately 18.52% of the current collateral balance,
which is higher than initially expected at this point in the
transaction's seasoning.

As of the December 2006 distribution date, the transaction is
seasoned 33 months and has a pool factor of 15%.


MICROISLET INC: Gets $2 Million Loan from Board Chairman
--------------------------------------------------------
MicroIslet, Inc.'s chairman of the board of directors, John J.
Hagenbuch, has agreed to lend the company $2 million in cash.

The loan takes the form of a one-year unsecured subordinated
promissory note, which the company will be able to prepay anytime
without penalty.  Simple interest at the prime rate as published
in the Wall Street Journal is due at maturity.  In addition to the
repayment terms, Mr. Hagenbuch will receive a 10-year warrant
allowing purchase for cash of up to 500,000 shares of the
company's stock at an exercise price of $1 per share.  Exercise of
the warrant is subject to American Stock Exchange approval, and if
required by the American Stock Exchange, shareholder approval.

"Not every Chairman of the Board would manifest his confidence in
a company in this extraordinary way," James R. Gavin III, M.D.,
Ph.D., president and chief executive officer, commented.  "All of
us at MicroIslet are pleased and grateful to learn of Jay
Hagenbuch's decision as we prepare to file our first IND
application and enter clinical trials."

The company plans to file an Investigational New Drug (IND)
application for its microencapsulated insulin-producing islet
transplantation therapeutic approach to treat Type 1 (insulin-
dependent) diabetes in the third quarter of 2007.

Mr. Hagenbuch, whose beneficial ownership of MicroIslet common
stock amounts to approximately 8.5% excluding the new warrant,
commented, "This loan will help MicroIslet address our short-term
cash needs and provides a positive and tangible indication of my
support for Jim Gavin and the rest of our team."

Headquartered in San Diego, California, MicroIslet, Inc.
(AMEX:MII) -- http://www.microislet.com-- engages in  
Biotechnology research and development in the field of medicine
for people with diabetes.  MicroIslet's patented islet
transplantation technology, licensed from Duke University,
includes methods for cryopreservation and microencapsulation.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Deloitte & Touche LLP, in San Diego, California, raised
substantial doubt about MicroIslet '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 incurred substantial operating losses and
negative operating cash flows.


MORTGAGE ASSET: Fitch Rates $15.1 Million Class M-8 Certs. at BB
----------------------------------------------------------------
Mortgage Asset Securitization Transactions Adjustable Rate
Mortgages Trust 2006-OA2 mortgage pass-through certificates is
rated by Fitch as:

   -- $1.813 billion classes 1-A-1 to 1-A-3, 2-A-1 to 2-A-3, 3-A-
      1, 3-A2, 4-A1A to 4-A-2, X-1, X-2, and XW certificates
      'AAA';
   
   -- $46.31 million class M-1 'AA+';

   -- $42.28 million class M-2 'AA';

   -- $14.09 million class M-3 'AA-';

   -- $31.21 million class M-4 'A';

   -- $18.12 million class M-5 'BBB+';

   -- $12.08 million class M-6 'BBB';

   -- $11.07 million class M-7 'BBB-'; and,

   -- $15.1 million privately offered class M-8 'BB'.

The 'AAA' rating on the senior certificates reflects the 9.95%
subordination provided by the 2.30% class M-1, the 2.10% class M-
2, the 0.70% class M-3, the 1.55% class M-4, the 0.9% class M-5,
the 0.6% class M-6, the 0.55% class M-7, the 0.75% privately
offered class M-8 certificates, and initial and target
overcollateralization of 0.5%.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
master servicing capabilities of Wells Fargo Bank Minnesota, N.A.,
which is rated 'RMS1' by Fitch Ratings.

The trust will consist of four asset groups.  The trust in
aggregate contains 5,660 adjustable-rate, closed-end, first liens
on one to four family residential properties, all which are
negatively amortizing loans, with an aggregate scheduled principal
balance of $2,013,321,248.  The average unpaid principal balance
of the aggregate pool as of the cut-off date is $355,710.  The
weighted average original loan-to-value ratio is 76.21%. The
weighted average credit score of the borrowers is 704.  The
weighted average mortgage interest rate is 5.062% and the weighted
average remaining term to maturity is 390 months. The states that
represent the largest portion of the aggregate mortgage loans are
California, and Florida.  All other states represent less than 5%
of the aggregate balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation.'

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates. U.S. Bank National
Association will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


OFFICE PORTFOLIO: Fitch Holds Rating on Class H Certs. at BB+
-------------------------------------------------------------
Fitch affirms Office Portfolio Trust Commercial Mortgage Pass-
Through Certificates, Series 2001-HRPT:

   -- $18.4 million class A-1 at 'AAA';
   -- $28.0 million class A-2 at 'AAA';
   -- $91.0 million class A-2FL at 'AAA';
   -- Interest only class IO at 'AAA';
   -- $11.6 million class B-FL at 'AA+';
   -- $15.6 million class C-FL at 'AA';
   -- $11.0 million class D at 'A+';
   -- $10.0 million class E at 'A';
   -- $11.1 million class E-FL at 'A';
   -- $17.7 million class F at 'BBB';
   -- $10.8 million class G at 'BBB-'; and,
   -- $17.1 million class H at 'BB+'.

The Fitch adjusted net cash flow for the portfolio, based on the
September 2006 financial reports was 5% above the year-end 2005
NCF, but still 2% below the NCF at issuance.

Overall portfolio occupancy as of September 2006 was 93.2%
compared to 91.5% as of YE2005, but lower than the 97.4% occupancy
at issuance.

The certificates are secured by six cross-collateralized and
cross-defaulted mortgage loans on six office properties containing
approximately 2.2 million square feet located in four metropolitan
markets.  The loans amortize on a 30-year amortization schedule
with a maturity date in January 2011.  As of January 2007, the
unpaid principal balance has amortized 6.8%, with the current
balance at $242.2 million compared to $259.8 million at issuance.

Despite the improvements in the collateral performance over the
past two years, Fitch remains concerned with the two Austin, Texas
properties, Bridgepoint Square and Lakewood on the Park. Although
occupancy has improved, both have significant lease rollover
exposure in 2007.

The Bridgepoint Square property was 85.5% occupied as of
Sept. 30, 2006 compared to 79.1% at YE2005.  At the same time, the
Lakewood on the Park property was 96.7% occupied compared with 90%
at YE2005.  Both properties have made a significant improvement in
occupancy since their declines in 2003 and 2004. Conditions in the
Austin Norwest office market continue to improve, with the average
vacancy in that submarket at YE2006 was 12.5% compared to 20% at
YE 2005.

Occupancy at the other four properties is stable:

   -- Herald Square and Indiana Avenue in Washington D.C. are
      both 100% occupied;

   -- the Cedars Sinai Medical building in Los Angeles is 99%
      occupied; and,

   -- the PNC Tower in Philadelphia is 91.3% occupied.  

NCF at the Indiana Avenue property has declined as a result of a
lease renewal with the GSA, which occupies the entire building, at
a lower rental rate than was in place at issuance.


PACIFIC LUMBER: Files for Voluntary Chapter 11 Protection in Texas
------------------------------------------------------------------
The Pacific Lumber Co. and its subsidiaries filed for voluntary
protection under Chapter 11 of the U.S. Bankruptcy Code in the
federal bankruptcy court for the Southern District of Texas,
Corpus Christi division.  The filing companies are The Pacific
Lumber Company, Scotia Pacific Company LLC, Britt Lumber Co.,
Inc., Scotia Development LLC, Salmon Creek LLC and Scotia Inn Inc.

The companies are facing liquidity crisis arising from
regulatory limitations on timber harvest imposed on them,
which have significantly reduced revenues while also increasing
timber harvesting costs.  As a result, the companies stated that
annual timber harvest volumes and cash flows from operations
will be substantially below the levels necessary to meet the
companies' debt service obligations.

In December 2006, Pacific Lumber and Scopac filed a lawsuit
against the State of California to recover damages for breach of
the Headwaters Agreement by the State.  The lawsuit alleges that
the State's actions have, among other things, restricted Scopac's
ability to harvest its timberlands as agreed by the State in the
Headwaters Agreement, in a manner that would assure regulatory
certainty and economic viability for the companies and protect the
interests of the people of California.  The failure of the State
to live up to the terms of the Headwaters Agreement has prevented
Pacific Lumber and Scopac from remaining economically viable
without restructuring.

These issues have led to declines in actual and expected harvest
levels and cash flows, significant increases in the cost of
logging operations and increased costs related to timber harvest
litigation, all of which have severely and negatively impacted the
historical cash flows of Pacific Lumber and its subsidiaries.

Integral to the companies' operations is the 1996 agreement
with the Federal government and the State of California, known
as the historic Headwaters Agreement, which involved the sale
to the Federal and State governments of substantial old growth
redwood timberlands of the companies and the implementation of
comprehensive ongoing permits and approvals regarding harvesting
activities on the companies' approximately 200,000 acres of
remaining timberlands.  The historic accord resulted in the
most stringent environmental restrictions ever placed on timber
harvesting.

                      About Pacific

The Pacific Lumber Company, an indirect subsidiary of MAXXAM Inc.,
engages in forest products operations.  Palco grows and harvests
redwood and Douglas-fir timber, mills logs into lumber products,
and certain related operations for over 130 years.  Palco owns and
manages approximately 217,000 acres of virtually contiguous
commercial timberlands located in Humboldt County along the
northern California coast.  Palco's conifers consist (by volume)
of approximately 66% redwood, 30% Douglas-fir, and 4% other
conifer timber.


PACIFIC LUMBER: Case Summary & 62 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: The Pacific Lumber Company
             449 15th Street, Suite 401
             Oakland, CA 94612

Bankruptcy Case No.: 07-20028

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Scotia Development, LLC                    07-20027
      Britt Lumber Co., Inc.                     07-20029
      Salmon Creek, LLC                          07-20030
      Scotia Inn, Inc.                           07-20031
      Scotia Pacific Company LLC                 07-20032

Type of Business: The Debtor produces redwood lumber, plants one
                  million seedlings a year, holds 220,000 acres of
                  timberland in Humboldt County, California, and
                  operates sawmills in Scotia and Fortuna,
                  California.  See http://www.palco.com/

Chapter 11 Petition Date: January 18, 2007

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Nathaniel Peter Holzer, Esq.
                  Jordan Hyden Womble Culbreth & Holzer PC
                  500 N. Shoreline Drive, Suite 900
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
The Pacific Lumber Company   More than $100     More than $100
                             Million            Million

Scotia Development, LLC      $100,000 to        More than $100
                             $500,000           Million

Britt Lumber Co., Inc.       $10 Million to     More than $100
                             $50 Million        Million

Salmon Creek, LLC            $1 Million to      More than $100
                             Million            Million

Scotia Inn, Inc.             $0 to $50,000      More than $100
                                                Million

Scotia Pacific Company LLC   $932,000,000       $765,978,335


A. The Pacific Lumber Company's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
EPIC, Sierra Club             Judgment; Cause         $4,300,000
                              No. 99CS00639;
                              EPIC, Sierra Club v.
                              CDF, Pacific
                              Lumber, Scotia
                              LLC, et al; In the
                              Superior Court of
                              Sacramento
                              County, California;

United Steelworkers of        Judgment; Cause         $1,800,000
America                       No. 99CS000626;
AFL-CIO, CLC and Donald       United Steelworkers
Kegley                        of America, CLC and
                              Donald Kegley v.
                              CDF, Pacific
                              Lumber, Scotia
                              LLC and Salmon
                              Creek; In the Supe

Dewberry, Gordon              Worker's                  $349,901
1026 Riverside Drive          compensation
Rio Dell, CA 95562            claim

Duncan, Jeff                  Worker's                  $196,972
9322 Placer Rd.               compensation
Redding, CA 96001             claim

Hunter, Rodney                Worker's                  $162,014
325 Fernbridge Drive          compensation
Fortuna, CA 95540             claim

Criswell, Darrold             Worker's                  $158,567
3075 Johnson Rd.              compensation
Hydesville, CA 95547

Thurston, William             Worker's                  $134,688
P.O. Box 932                  compensation
Fortuna, CA 95540             claim

Fraser Jr., Thomas            Worker's                  $132,212
2332 Newburg Rd.              compensation
Fortuna, CA 95540             claim

Hastings' Smith River         Trade debt                $130,000
Tree Nursery
P.O. Box 2155
Brookings, OR 97415

Wood, Donald                  Worker's                  $127,311
663 Johnson Lane              compensation
Redcrest, CA 95569

Steve Wills Trucking          Trade debt                $126,638
P.O. Box 335
Fortuna, CA 95540

SHN Consulting Engineers &    Trade debt                $121,161
Geologists
812 W. Wabash
Eureka, CA 95501

Stockman, Arthur Grant        Worker's                  $115,923
8060 North Glenn Avenue,      compensation
#122                          claim
Fresno, CA 93711

City of Rio Dell              Trade debt                $109,859
675 Wildwood Ave
Rio Dell, CA 95562

Three Star Logging            Trade debt                $109,441
110 Rio Drive
Crescent City, CA 95531

Redcoast Forest Services      Trade debt                $109,000
Inc.
4305 Caterpillar Road, #4B
Redding, CA 96003

Northwest Forestry & Marine   Trade debt                $108,210
Inc.
5565 West End Road
P.O. Box 1084

Pacific Coast Trading         Trade debt                $104,442
1690 Green Ash Road
Reno, NV 89511

Delay, Jerry                  Worker's                   $99,613
525 Herrick Avenue, #27       compensation
Eureka, CA 95503              claim

Lewis, Duane                  Worker's                   $98,918
P.O. Box 341                  compensation
Loleta, CA 95551              claim

B. Britt Lumber Co., Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Walker, Lyle                  Trade debt                 $17,998
371 Pacific Lumber Camp Rd.
Eureka, CA 95503

WBCO Electric Service         Trade debt                  $8,732
3720 Jacobs Ave.
Eureka, CA 95501

California Redwood            Trade debt                  $8,012
Association
405 Enfrente Drive
Novato, CA 94949

Redwood Electric Repair       Trade debt                  $5,744
105 H Street
Eureka, CA 95501

L&M Renner, Inc.              Trade debt                  $3,647
P.O. Box 4868
Eureka, CA 95501

Pacific Hoe Saw & Knife       Trade debt                  $3,462
P.O. Box 82155
Portland, OR 97282

Farwest Steel Corporation     Trade debt                  $2,681
P.O. Box 4188
Medford, OR 97501

Munnell & Sherrill, Inc.      Trade debt                  $1,353
P.O. Box 13249
Portland, OR 97213

Safety-Kleen Systems, Inc.    Trade debt                    $933
P.O. Box 7170
Pasadena, CA 91109

Eureka Oxygen Company         Trade debt                    $913
2810 Jacobs Avenue
Eureka, CA 95501

TOC Management Services       Trade debt                    $908
6828 Sandburg Road
Portland, OR 97223

Recycling Equipment & Mfg.    Trade debt                    $859
2555 Chaucer Court
Eugene, OR 97405

Mission Uniform & Linen       Trade debt                    $755
1401 Summer Street
Eureka, CA 95501

T.P. Tire Service, Inc.       Trade debt                    $433
1265 Giuntoli Lane
Eureka, CA 95501

Humboldt Fasteners, Inc.      Trade debt                    $395
5100 Valley East Blvd.
Arcata, CA 95521

Fleet Pride                   Trade debt                    $326
5600 West End Road
Arcata, CA 95521

Eureka Boiler Works           Trade debt                    $294
11 T St.
Eureka, CA 95501

Arcata Stationers             Trade debt                    $151
833 "H" Street
Arcata, CA 95521

Peterson                      Trade debt                    $144
P.O. Box 5258
San Leandro, CA 94577

Springville Safety and        Trade debt                    $139
Supply
401 8th Street
Fortuna, CA 95540

C. Scotia Development, LLC's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Black & Veatch                Engineering                $10,000
800 Wilshire, #600            Services
Los Angeles, CA 90017

Landlord Resources            Lease obligation              $500
921 N. Chaparral
Corpus Christi, TX 78401


D. Scotia Pacific Company LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Steve Cave, et al.            Litigation              $7,000,000
c/o William G. Bertain
Law Offices of William G.
Bertain
1310 Sixth Street
Eureka, CA 95501

Enviromental Protection       Judgment                $4,300,000
Information Ctr.
c/o Brian Gaffney
Law Offices of Brian Gaffney
605 Market Street, Suite 505
San Francisco, CA 94105

United Steelworkers of        Judgment                $1,800,000
America, et al.
c/o Jonathan Weissglass
Altschuler, Berzon, Nussbaum,
et al.
177 Post Street, Suite 300
San Francisco, CA 94108

Hohman & Associates           Trade                      $53,354
3465 State Highway 36
Hydesville, CA 95547

California Forest Products    Fees                       $30,495
Commission
2150 River Plaza Drive
Suite 325
Sacramento, CA 95833

Blair Forest Consulting       Trade                      $20,674
1225 Central Avenue #3
Mckinleyville, CA 95519

Timberland Res. Consultants   Trade                      $10,259
165 S. Fortuna Bl., Ste. 4
Fortuna, CA 95540

D.R. Systems                  Trade                       $8,534
2599 McCullough Road
Nanaimo B.C.
Canada

Laco Associates               Trade                       $7,861
21 West 4th Street
P.O. Box 1023
Eureka, CA 95501

David Gillott                 Trade                       $7,663
Tall Trees Forestry
P.O. Box 413
Blue Lake, CA 95525

Humboldt Fish Action Council  Trade                       $7,500
P.O. Box 154
Eureka, CA 95502

Maxey Forestry                Trade                       $5,869
P.O. Box 4858
Arcata, CA 95518

SWRCB                         Fees                        $2,836
5550 Skylane Blvd #A
Santa Rosa, CA 95403

Les Schwab Tire Center        Trade                       $2,779
275 N. Fortuna Bl
Fortuna, CA 95540

Metlife                       Trade                       $2,236
Dept. CH 10579
Palatine, IL 60055

NCASI                         Trade                       $2,198
P.O. Box 13318
Research Triangle Park
NC 27709

IBM Corporation               Trade                       $2,167
275 Viger East
Montreal, QC Canada

National Benefit Resources    Employee Benefit            $1,870
Attn. Michael Ann Johnson
5331 SW Macadam Ave.
Suite 258
PMB #222
Portland, OR 97239

Aetna - Middletown            Insurance                   $1,633
11300 Tomahawk Creek
Parkway, Suite 300
Leawood, KS 66211

Humboldt Del Norte IPA        Trade                       $1,622
3100 Edgewood Road
Eureka, CA 95502


POPE & TALBOT: Moody's Junks Senior Unsecured Debt Ratings
----------------------------------------------------------
Moody's Investors Service downgraded Pope & Talbot Inc.'s
corporate family and senior unsecured debt ratings to Caa1 and
Caa3 respectively from B3 and Caa2.

The rating action stems from Moody's assessment that Pope & Talbot
must reconfigure its operations in order to permanently improve
margins.  In the absence of such steps, Moody's is circumspect
over the company's ability to fully address its debt load.  Given
this and with the company not yet having put forward a
comprehensive plan to address this matter, a revision in the
company's ratings was deemed warranted.  With the corporate family
rating downgraded by one notch and with no changes to the
company's liability structure, senior unsecured bonds were also
downgraded by one notch as per Moody's loss given default
methodology.

It is noted that Pope & Talbot has good liquidity, the result of
the return in November, 2006, of $127.5 million of softwood lumber
duties, combined with a $75 million revolving credit facility that
is committed to 2012.  While some $63 million of the refund was
used to reduce term debt, the balance was used to bolster
liquidity.

In addition, the refund allowed the company to negotiate improved
terms with its lenders, ensuring access to the entire amount of
the facility for the foreseeable future.  The stability provided
by the liquidity position may allow the company time to address
operational matters, and provides significant downside protection
during a period of uncertainty.  This uncertainty stems from a
slump in housing starts that has caused lumber pricing to decline
quite dramatically.  

It is unclear when housing starts and the price of lumber will
recover.  In addition, as lumber producers curtail production in
order to balance the market, the availability of wood chips used
in pulp making is adversely affected.  This increases the cost of
making pulp, reducing margins.  Consequently, despite strong
pricing, pulp earnings are not expected to expand significantly.
While market conditions are uncertain, Pope & Talbot's liquidity
position supports a stable outlook.

Downgrades:

   * Pope & Talbot, Inc.

      -- Corporate Family Rating, Downgraded to Caa1 from B3

      -- Senior Unsecured Bonds and Debentures, Downgraded to
         Caa3 LGD5 84% from Caa2 LGD5 86%

Pope & Talbot, Inc. is headquartered in Portland, Oregon, and
produces pulp and wood based building products from manufacturing
facilities located primarily in British Columbia, Canada.  The
company also has operations in the north western United States.


QUEEN'S SEAPORT: Can Access Bar-K Cash Collateral Until March 4
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of California gave
Howard M. Ehrendberg, Esq., the chapter 11 trustee appointed
in Queen's Seaport Development Inc.'s bankruptcy case, permission
to continue using the cash collateral securing repayment of its
obligations to Bar-K Inc. until March 4, 2007.

Bar-K Inc., a secured creditor, is the loan servicing agent for:
R.E. Loans LLC, a California Limited Liability Company, and Bruce
Horowitz Family Partnership, a California Limited Partnership, as
successor to Gold Mountain Financial Institution Inc.; and RMS
Foundation Inc.

The Trustee's authority to access the Bar-K cash collateral
expired on Jan. 7, 2007.  The Trustee intends to use the
additional fund for the operation of the Debtor's business based
on an eight-week budget, a copy of which is available for free at:

               http://researcharchives.com/t/s?18be

The Trustee has the authority to deviate from the total expenses
contained in that budget by nor more than 10% without the need for
Bar-K's further agreement, provided that the total amount of the
expenditures for the month will not exceed 110% of the aggregate
amount of expenditures for the period.

As adequate protection, the Trustee will make a $190,000 monthly
payment to Bar-K, and RMS Foundation will make a $95,000 monthly
payment to the Trustee as its share in the Trustee's advance
payment of the adequate protection.

RMS is the sub-lessee of the Debtor and the Debtor's co-obligor
under various loan documents with Bar-K.  

In consideration for the making of the adequate protection
payments, Bar-K agreed not to:

   a) file a plan of reorganization in the Debtor's case until on
      or after March 5, 2007;

   b) declare a default under the Bar-K Loan Documents.

Headquartered in Long Beach, California, Queen's Seaport
Development Inc. -- http://www.queenmary.com/-- operates the   
Queen Mary ocean liner, various attractions and a hotel.  The
company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represented the
Debtor.  Ira Benjamin Katz serves as counsel to unsecured
creditors.  On April 12, 2006, the Court appointed Howard M.
Ehrenberg as the Debtor's chapter 11 trustee.  Mr. Ehrenberg is
represented by Larry D. Simons, Esq., at SulmeyerKupetz PC in Los
Angeles, California.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


RESIDENTIAL ASSET: Moody's Junks Rating on Class M-II-3 Certs.
--------------------------------------------------------------
Moody's Investors Service has downgraded four certificates and
confirmed the rating on three certificates from four Residential
Asset Mortgage Products, Inc. Trust asset-backed securitization
deals issued in 2002.  

The RS transactions each consist of a fixed-rate pool and an
adjustable-rate pool and are made up of mortgages that are not
eligible for inclusion in Residential Funding Company, LLC's
specific loan program securitization because they do not satisfy
the underlying guidelines for those programs.  The high LTV, first
lien, fixed-rate mortgage loans in the RZ transaction were
originated under RFC's Home Solution program.  The mortgage loans
in all of the deals are serviced by Homecomings Financial Network,
Inc., a wholly owned subsidiary of RFC.  RFC is the transactions'
master servicer.

The subordinate fixed-rate and adjustable-rate certificates are
being downgraded based on the weaker than anticipated performance
of the mortgage pools and the resulting erosion of credit support.  
Specifically, the overcollateralization in the 2002-RS1 fixed-rate
pool has been fully exhausted and the Class M-I-3 and M-II-3
certificates have both realized losses.  The Class M-II-2
certificates from this deal are being downgraded based on their
potential deterioration of credit enhancement if the deal passes
performance triggers in the future.  


In addition, the overcollateralization amounts in the 2002-RS3
adjustable-rate pool and in the 2002-RZ2 deal are significantly
below their targets and pipeline losses could cause further
erosion of the overcollataralization and put pressure on the most
subordinate tranches from these pools.  Furthermore, existing
credit enhancement levels are low given the current projected
losses on the underlying pools.

Finally, Moody's has confirmed the current ratings on the Class M-
I-1 certificates from the 2002-RS1 deal, on the M-I-2 certificates
from the 2002-RS2 deal, and on the Class M-II-1 certificates from
the 2002-RS3 deal as credit support is sufficient to support the
current ratings on these certificates.

These are the rating actions:

   * Residential Asset Mortgage Products, Inc.

   * Downgrade:

      -- Series 2002-RS1, Class M-I-2, downgraded from Ba1 to B1
      
      -- Series 2002-RS1, Class M-II-2, downgraded from A2 to
         Baa1

      -- Series 2002-RS3, Class M-II-3, downgraded from B1 to
         Caa1

      -- Series 2002-RZ2, Class M-3, downgraded from Baa2 to B1

   * Confirm:

      -- Series 2002-RS1, Class M-I-1, confirmed at A3
      -- Series 2002-RS2, Class M-I-2, confirmed at Baa1
      -- Series 2002-RS3, Class M-II-1, confirmed at Aa2


REFCO INC: IDC Wants Contracts Deemed Assigned to Man Financial
---------------------------------------------------------------
Based on the conduct of the parties and the benefits received by
Refco Inc. and its debtor-affiliates' estates from uninterrupted
service under the Accounts, Interactive Data Corporation asks
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to find that the Accounts were
assumed by the Debtors and assigned to Man Financial, in
furtherance of the sale of the Refco business to avoid prejudice
to IDC.

As of Dec. 7, 2006, the total balance due in the remaining active
customer accounts is $214,163.

IDC supplies financial information essential to the operation of
Refco, Inc.'s regulated commodities futures merchant business,
pursuant to certain executory contracts and license agreements
with the Debtors.

IDC acknowledges that many of its services are "mission-critical"
in that the Debtors could not have transferred their business
uninterrupted without IDC's continued services.

IDC discussed the issues with counsel and financial advisors to
the Debtors; Albert Togut, the Chapter 7 trustee overseeing the
liquidation of Refco, LLC estate; and Man Financial, Inc.

During that meeting, Douglas B. Rosner, Esq., at Goulston &
Storrs, P.C., in Boston, Massachusetts, on IDC's behalf, notes
that some of the executory contracts may have been with entities
that were part of Refco LLC before the November 2005 sale of
Refco's business to Man Financial.

Mr. Rosner relates that following the Sale, Man Financial has
continued to enjoy the benefits of Interactive Data's services
under several of the Refco executory contracts and licenses as if
they had been assumed by the Debtors and assigned to Man Financial
under Section 365 of the Bankruptcy Code.

Mr. Rosner states that the final acquisition agreement between the
Debtors and Man Financial provided the purchaser until
Aug. 22, 2006, the benefit of all of the Debtors' executory
contracts, intellectual property licenses, and real property
leases to permit Man Financial to conduct the Refco business as it
had previously been operated before the Sale.

Mr. Rosner explains that Interactive Data continued to perform in
good faith under the Accounts during the transition period with
the belief that the Accounts would be designated for assumption
and assignment.  After the expiration of the transition period on
August 22, Man Financial continued to use Interactive Data's
services being performed again as if they had been assumed by the
Debtors and assigned to Man Financial.

More recently, Mr. Rosner says, Man Financial has begun requesting
to amend the agreements underlying the Accounts to change the name
and billing information from the Debtors to Man
Financial.  Those requests brought to light the fact that the
Accounts had not been formally assumed and assigned
notwithstanding the conduct of the Debtors and Man Financial
clearly indicating otherwise.

Mr. Rosner contends that any position taken by the Debtors that
legally enforceable rights under the Accounts were not assigned to
Man Financial pursuant to the Sale is entirely inconsistent with
the conduct of the Debtors and Man Financial post-sale, and can
only be intended to deprive IDC of its entitlement to have
defaults cured as required by Section 365.

"Had the Debtors wished to reject the Accounts, they should have
done so unequivocally and with proper notice to [IDC] at the time
of completion of the [Sale] so that [IDC] could have taken steps
it deemed appropriate with respect to the Accounts, including
refusing to continue the services thereunder," Mr. Rosner tells
the Court.

IDC also asks the Court to direct either the Debtors or Man
Financial to cure all defaults under the Accounts as of Dec. 1,
2006.

Mr. Rosner asserts that by doing so, the Court would be
formalizing what should be, and is intended to be, the consequence
of the parties' actions.

Considering the investigation required to determine the correct
debtor counterparty with regards to the Sale, IDC will also be
filing a similar request in Refco LLC's Chapter 7 case.

Moreover, in a separate filing, IDC asks Judge Drain to maintain
its status quo pending resolution of the Motion, notwithstanding
the language of the Debtors' Modified Chapter Plan, which purports
to effect a rejection of all unassumed contracts.

                        About Refco Inc.

Headquartered in New York City, Refco Inc. (OTC: RFXCQ) --  
http://www.refco.com/-- is a diversified financial services       
organization with operations in 14 countries and an extensive  
global institutional and retail client base.  Refco's worldwide  
subsidiaries are members of principal U.S. and international  
exchanges, and are among the most active members of futures  
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to  
the Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  (Refco Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)

                        Plan Update

On Sept. 14, 2006, Refco, Inc., and 25 of its subsidiaries, along
with Marc S. Kirschner, the Chapter 11 Trustee for the estate of
Refco Capital Markets, Ltd., delivered a Chapter 11 plan of
reorganization and accompanying Disclosure Statement to the Court.

On Oct. 10, 2006, the Debtors filed an Amended Plan and Disclosure
Statement and on Oct. 13, filed a Modified Amended Disclosure
Statement.  On Oct. 16, 2006, the Court gave its tentative
approval on the Disclosure Statement and the Court Clerk entered
an order on Oct. 20, 2006.

On Dec. 15, the Modified Joint Chapter 11 Plan of Refco Inc. and
certain of its direct and indirect subsidiaries, including Refco
Capital Markets, Ltd., and Refco F/X Associates LLC, was confirmed
by the Court.  That Plan became effective on Dec. 26, 2006.  


REMEDIATION FIN'L: Has Until Jan. 31 to File Disclosure Statement
-----------------------------------------------------------------
The Honorable Redfield T. Baum Sr. of the U.S. Bankruptcy Court
for the District of Arizona extended the deadlines and
continuation of hearings on Remediation Financial Inc. and its
debtor-affiliates' pending Plan of Reorganization and Disclosure
Statement.

Specifically, the Court:

   -- extended the filing deadline of the Amended Disclosure
      Statement from Dec. 15, 2006, to Jan. 31, 2007;

   -- extended the deadline for filing objections to the Debtors'
      Amended Disclosure Statement from Jan. 18, 2006, to March 6,
      2007;

   -- vacated and reset the hearing on Extension of Exclusivity on
      Feb. 28, 2007;

   -- vacated and reset the hearing on the Debtors' Disclosure
      Statement on March 15, 2007.

The Debtors tell the Court that they have engaged in intense
negotiations with Porta Bella Lender in connection with its
objections to the existing Plan and potentially acceptable terms.  
The Debtors expect to file an amended Plan, which includes the
terms of a settlement with PBL.

In addition, the Debtors say that their Plan will also include an
anticipated settlement with Castaic Lake Water Agency and its
related entities that has not yet been finalized.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc., is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


REMOTE DYNAMICS INC: KBA Group LLP Raises Going Concern Doubt
-------------------------------------------------------------
KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
Remote Dynamics Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
significant working capital deficit, recurring losses, and
negative flows from operating activities.

Remote Dynamics Inc. reported an $18.2 million net loss on
$5.9 million of revenues for the year ended Aug. 31, 2006,
compared with a $15.7 million net loss on $16.4 million of
revenues for the year ended Aug. 31, 2005.

NSC Systems revenue, comprised of REDIview, SBC Communications
Inc. and Geologic Solutions Inc. products and services, decreased
from $12.6 million in fiscal 2005 to $3.8 million in fiscal 2006
primarily due to a reduction in active SBC network subscriber
units.  SBC selected an alternate vendor to supply its next
generation automatic vehicle location product.

Vehicle Management Information revenue in fiscal 2006 was
$2.1 million, down from $3.8 million in fiscal 2005.  New VMI unit
sales were minimal during fiscal years 2006 and 2005 as sales and
marketing focused on sales of the REDIview product line.

Total gross profit margin of 24% during fiscal 2006 decreased from
50% during fiscal 2005 primarily due to the loss of higher margins
associated with the SBC network subscriber units.

Total operating expenses decreased from $23.4 million in fiscal
2006 to $17.5 million in fiscal 2005.  

Interest expense increased to $2.5 million from $400,000 in fiscal
2005 primarily due to interest expense related to the Series A
Note Financing.

The company recorded a loss on redemption of preferred stock
totaling $2.6 million in fiscal 2006 for the exchange of Series A
preferred stock into Series B preferred stock.

At Aug. 31, 2006, the company's balance sheet showed $11.1 million
in total assets, $10.7 million in total liabilities, and
$4.8 million in series B redeemable preferred stock, resulting in
a $4.4 million total stockholders' deficit.

The company's balance sheet at Aug. 31, 2006, also showed strained
liquidity with $2.7 million in total current assets available to
pay $8.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Aug. 31, 2006, are available for
free at http://researcharchives.com/t/s?18ba

Based in Richardson, Texas, Remote Dynamics Inc.
(OTC BB: REDI.OB) is the sole developer and owner of the
REDIview(TM) family of mobile resource management solutions.
REDIview is an Internet and service bureau-based software
application that provides accurate mapping, trip replay, and
vehicle activity reports.  Its solutions are used for metro and
short-haul fleets within diverse industry vertical markets, such
as field services, distribution, courier, limousine,
electrical/plumbing, waste management, and government.


SACO I: Poor Performance Prompts S&P's Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on the
class B-4 certificates from SACO I Trust 2005-7 on CreditWatch
with negative implications.

At the same time, the ratings on the remaining nine classes from
the same transaction were affirmed.

The CreditWatch placement reflects the deteriorating performance
of the collateral pool.  Credit support for this transaction is
derived from a combination of subordination, excess interest, and
overcollateralization.  During the December 2006 remittance
period, this transaction incurred a $2.08 million loss. O/C has
been reduced to $6.91 million, or 1.7% of the original pool
balance, well below its target of $19.28 million, or 4.8% of the
original pool balance.  As of the December remittance, 90-plus-day
delinquencies amounted to $10.09 million.  Because the mortgage
pool backing this transaction only includes closed-end, second-
lien mortgage loans, most of severely delinquent loans were
charged-off before entering foreclosure, and loss severity has
been close to 100%.  Cumulative losses have reached $10.69
million, or 2.65% of the original pool balance.

Standard & Poor's will continue to closely monitor the performance
of class B-4. If the delinquent loans cure to a point at which
monthly excess interest begins to outpace monthly net losses,
thereby allowing O/C to build and provide sufficient credit
enhancement, Standard & Poor's will affirm the rating and remove
it from CreditWatch.  Conversely, if delinquencies cause
substantial realized losses in the coming months and continue to
erode credit enhancement, Standard & Poor's will take further
negative rating actions on this class.

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

This transaction was initially backed by subprime/Alt-A
conventional, 30-year, fixed-rate, closed-end, second-lien
mortgage loans.  The guidelines used in the origination process
generally employed standards intended to assess the credit risk of
borrowers with imperfect credit histories or relatively high
ratios of monthly mortgage payments and total credit payments
to income.  The seller purchased the loans from various
originators before closing.
   
                 Rating Put On Creditwatch Negative
   
                            SACO I Trust

                                         Rating
                                         ------
              Series    Class      To              From
              ------    -----      --              ----
              2005-7    B-4        BB/Watch Neg    BB
    
                        Ratings Affirmed
     
                          SACO I Trust

                Series    Class            Rating
                ------    -----            ------
                2005-7    A                AAA
                2005-7    M-1              AA
                2005-7    M-2              AA-
                2005-7    M-3              A+
                2005-7    M-4              A
                2005-7    M-5              A-
                2005-7    B-1              BBB+
                2005-7    B-2              BBB
                2005-7    B-3              BBB-


SANMINA-SCI: Fitch Holds B Rating on Senior Subordinated Debt
-------------------------------------------------------------
Fitch Ratings has removed Sanmina-SCI Corporation from Rating
Watch Negative and affirmed these ratings:

   -- Issuer Default Rating at 'B+';
   -- Senior secured credit facility at 'BB+/RR1'.
   -- Senior unsecured term loan at 'BB+/RR1'; and,
   -- Senior subordinated debt at 'B/RR5'.

The Rating Outlook is Negative.

Fitch's action affects approximately $1.7 billion of total debt.

The removal of the Rating Watch Negative reflects Sanmina's
successful filing of its fiscal third quarter 2006 10Q and fiscal
2006 10K reports.  The company also refinanced $525 million 3%
convertible subordinated notes, which were set to mature in March
2007, using a $600 million senior unsecured term loan that matures
in January 2008.  Sanmina's ratings were placed on Rating Watch
Negative on Aug. 22, 2006 after the company failed to file its
third quarter fiscal 2006 10Q filing with the SEC, thereby
creating a technical default under its bond covenants.

The ratings and Negative Outlook reflect weak operating trends
including a 7% decline in revenue in fiscal 2006 versus fiscal
2005, low operating EBIT margin of 2.2% and cash conversion cycle  
days of 44, among the highest of Fitch-rated EMS companies, in
fiscal 2006.  Sanmina also carries the largest debt balances among
tier 1 EMS companies leading to the highest leverage ratio  of the
group at 5.2x.  In addition, the company's fiscal 2006 10K filing
identifies a material weakness in Sanmina's internal controls over
financial reporting.  Specifically, the material weakness is
comprised of internal control deficiencies in stock option
administration.

Fitch expects a difficult competitive environment within the EMS
industry in 2007 driven by continued pricing pressure from Asian
EMS and ODM vendors as well as a continued trend by OEMs to
consolidate EMS vendors, both of which could hamper efforts to
improve the operating performance at Sanmina.  The company is
currently evaluating its strategy and position within the market
and recently announced a shift in its original design
manufacturing business to a joint design manufacturing model.  

In addition, Sanmina is considering various strategic alternatives
for its low margin personal computing, low-end server and storage
businesses.  Actions including a divestiture of lower margin
businesses to improve overall operating performance, the use of
proceeds from asset divestitures to pay down debt, a successful
refinancing of the $600 million term loan, or correcting the
internal control deficiencies could stabilize Sanmina's ratings.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Sanmina, and hence
recovery rates for its creditors, will be maximized in liquidation
rather than in a going concern enterprise value scenario.  

In estimating Sanmina's liquidation value under a distressed
scenario, Fitch applied advanced rates of 80%, 20%, and 10% to
Sanmina's current balance of accounts receivable, inventory, and
property, plant and equipment, respectively.  That leads to a
distressed enterprise value estimate of approximately
$1.3 billion, providing the basis for a waterfall analysis to
determine recovery ratings.  The current 'RR1' recovery rating for
Sanmina's secured credit facility and unsecured term loan reflects
Fitch's belief that 100% recovery is realistic.  

As is standard with Fitch's recovery analysis, the revolver is
fully drawn and cash balances fully depleted to reflect a stress
event.  The current 'RR5' Recovery Rating for the senior
subordinated debt reflects Fitch's estimate that a recovery of
only 10%-30% would be achievable.

As of Sept. 30, 2006, Fitch believes liquidity was adequate and
supported by $492 million in cash and equivalents; $500 million
senior secured revolving credit facility due December 2008, of
which $400 million remains available; and various receivables
sales facilities totaling approximately $400 million, of which
approximately $100 million remains available.

While Fitch estimates Sanmina's free cash flow for fiscal 2006 was
negative $473 million, largely due to increases in working capital
driven by higher cash conversion cycle days, Fitch expects working
capital trends to moderate, which should enable Sanmina to produce
positive free cash flow in fiscal 2007.  Pro forma for the $600
million term loan and convertible subordinated note redemption,
Fitch estimates total debt was $1.7 billion consisting of $100
million drawn against a $500 million senior secured revolving
credit agreement; a $600 million senior unsecured term loan that
expires in January 2008; $400 million in 6.75% senior subordinated
notes due 2013; and $600 million in 8.125% senior subordinated
notes due 2016.


SERENITY MANAGEMENT: Case Summary & 299 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Serenity Management Services, Inc.
             dba Serenity Management Services of America
             800 West Arbrook Blvd., Suite 210
             Arlington, TX 76015

Bankruptcy Case No.: 07-30269

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                           Case No.
   ------                                           --------
   Senior Management Services of Treemont, Inc.     07-30230

   Senior Management Services of
      Doctors at Dallas, Inc.                       07-30231

   Senior Management Services of Palestine, Inc.    07-30232

   Senior Management Services of Tyler, Inc.        07-30233

   Senior Management Services of Katy, Inc.         07-30234

   Senior Management Services of Humble, Inc.       07-30235

   Senior Management Services of
      Normandy at San Antonio, Inc.                 07-30236

   Senior Management Services of Gainesville, Inc.  07-30255

   Senior Management Services of
      El Paso Coronado, Inc.                        07-30254

   Senior Management Services of
      El Paso Sunset, Inc.                          07-30256

   Senior Management Services of
      Estates at Fort Worth, Inc.                   07-30257

   Senior Management Services of
      Heritage Oaks at Ballinger, Inc.              07-30258

   Senior Management Services of Crane, Inc.        07-30259

   Senior Management Services of Kerrville, Inc.    07-30260

   Cora Properties of Crane, LP                     07-30261

   Cora Properties of Kerrville, LP                 07-30262

   Senior Management Services of
      America Houston, Inc.                         07-30263

   Senior Management Services of
      America North Texas, Inc.                     07-30264

   Senior Management Services of America IV, Inc.   07-30265

   Senior Management Services of America III, Inc.  07-30266

   Senior Management Services of America II, Inc.   07-30267

   Senior Management Services of America, Inc.      07-30268

Type of Business: The Debtors operate nursing homes in Texas.
                  They employ over 1,400 employees.

Chapter 11 Petition Date: January 17, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Deirdre B. Ruckman, Esq.
                  Michael P. Cooley, Esq.
                  Michael S. Haynes, Esq.
                  Gardere, Wynne & Sewell
                  1601 Elm St., Suite 3000
                  Dallas, TX 75201
                  Tel: (214) 999-4250
                  Fax: (214) 999-3250

Debtors'
Restructuring
Consultants:      Atropos Inc.

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor affiliates who do not have creditors who are not insiders:

   Entity
   ------
   Cora Properties of Crane, L.P.
   Cora Properties of Kerrville, L.P.
   Senior Management Services of America, Inc.
   Senior Management Services of America Houston, Inc.
   Senior Management Services of America II, Inc.
   Senior Management Services of America III, Inc.
   Senior Management Services of America IV, Inc.
   Senior Management Services of America North Texas, Inc.

A. Serenity Management Services Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
United Healthcare Insurance Co.            $257,720
22561 Network Place
Chicago, IL 60673-1225

AICCO Inc.                                 $119,731
1001 Winstead Drive, Suite 500
Cary, NC 27513

Sprint                                      $47,713
P.O. Box 660092
Dallas, TX 75266-0092


De Lage Landen Financial                    $19,968

Richard N. Thompson, Esq.                   $16,770

American Pharmaceutical Services            $13,913

Staples Credit Plan                          $7,115

The Harding Group Inc.                       $6,187

Dell Financial Services                      $5,137

Vordenbaum Engineering Inc.                  $4,514

Matt Zimmerman                               $3,498

Wm. W. George & Associates Inc.              $3,092

Sutton Frost Cary LLP                        $3,000

Progressive Insurance Co.                    $2,979

Texas Health & Human Services Co.            $2,352

Brown and Carls LLP                          $2,311

Keene Trailers                               $2,300

Virtual Care Provider Inc.                   $2,264

Time Warner Cable                            $2,052

Keene Services LLC                           $2,052

B. Senior Management Services of Treemont Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Treemont Retirement                        $934,341
5550 Harvest Hill
Dallas, TX 75230

American Pharmaceutical Services           $729,472
P.O. Box 631285
Cincinnati, OH 45263-1285

Rehab Pro                                  $113,687
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Healthcare Services                         $82,724

Gulf South                                  $54,476

Trieagle Energy                             $42,345

Professional Clinical Laboratory            $20,986

Mobilex USA                                 $20,162

City of Dallas Utilities & Services         $18,581

United Healthcare Insurance Company         $18,096

Bryan White, MD                             $18,000

Vial, Hamilton, Koch & Knox LLP             $12,109

Texas Lifeline Corp.                        $11,243

Atmos Energy                                 $9,583

New Lifestyles                               $7,821

Lifeguard Transportation Service             $7,520

CIT Technology Financial Services Inc.       $7,317

Lone Star Ambulance Inc.                     $6,784

Fast Signs                                   $4,512

Maximum Medical Inc.                         $3,043

C. Senior Management Services of Doctors at Dallas Inc.'s
   20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $757,515
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

American Pharmaceutical Services           $736,374
P.O. Box 631285
Cincinnati, OH 45263-1285

Rehab Pro                                  $141,270
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Gulf South                                 $102,874
P.O. Box 841968
Dallas, TX 75284-1968

Hill-Rom Company, Inc.                      $82,376
P.O. Box 643592
Pittsburgh, PA 15264-3592

Huntleigh Healthcare LLC                    $51,320

Mobilex USA                                 $41,784

United Healthcare Insurance Co.             $33,186

KCI USA                                     $26,451

Professional Clinical Laboratory            $20,118

Bryan White, M.D.                           $18,000

Texas Lifeline Corporation                  $15,624

AME Laboratories                            $14,809

Trieagle Energy                              $9,309

Sullivans Landscaping, Inc.                  $7,677

Lifeguard Transportation Service             $7,478

Ecolab                                       $7,142

City of Dallas                               $6,753

Atmos Energy                                 $6,115

Quickcare                                    $1,991

D. Senior Management Services of Palestine Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $217,343
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Pharmerica                                  $80,566
3625 Queen Palm Drive
Tampa, FL 33619

KC Roofing                                  $78,827
11836 Judd Court, Suite 334
Dallas, TX 75243

Gulf South                                  $40,003

Palestine Regional Med W                    $27,833

Rehab Pro                                   $19,729

Medastat USA                                $12,385

United Healthcare Insurance Company          $9,962

Chadwell Family Practice                     $9,076

Sullivans Landscaping Inc.                   $8,822

East Texas Physician's Alliance LLP          $6,385

Sprint                                       $4,939

Professional Clinical Laboratory             $4,547

Infucare                                     $4,518

City of Palestine/Water Bill                 $4,363

Tax Assessor                                 $4,157

Trieagle Energy                              $4,052

Carrier Corporation                          $3,961

Briggs Corp.                                 $3,851

Time Warner Cable                            $3,671

E. Senior Management Services of Tyler Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $600,469
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Pharmerica                                 $170,918
3625 Queen Palm Drive
Tampa, FL 33619

Rehab Pro                                  $165,828
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Gulf South                                 $138,014
P.O. Box 841968
Dallas, TX 75284-1968

Hagendorf Construction Co.                 $110,438

Advanced Imaging Services                   $28,214

San Antonio Water System                    $18,790

United Healthcare Insurance Company         $18,145

Cristo A. Calle, MD                         $12,600

Nurse's Etc. Staffing                       $10,926

Clinical Labs USA                           $10,766

Grainger                                     $9,755

Professional Clinical Laboratory             $9,602

Sullivans Landscaping Inc.                   $6,640

Home Depot Supply                            $6,514

Office Depot                                 $5,724

Holt Cat                                     $4,701

San Antonio Express-News                     $4,240

Quickcare                                    $3,523

Rick Maxey/Expense                           $2,826

F. Senior Management Services of Katy Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $350,533
3220 Tillman Drive, Suite 30
Bensalm, PA 19020

Pharmerica (Pharmacy Vendor)               $169,883
2625 Queen Palm Drive
Tampa, FL 33619

Rehab Pro                                   $95,099
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Gulf South                                  $41,799
P.O. Box 841968
Dallas, TX 75284-1968

Paul Bettencourt                            $26,872
P.O. Box 4622
Houston, TX 77210-4622

Clinical Labs USA                           $20,771

United Healthcare Insurance Company         $15,992

Phoenix Ems, Inc.                           $12,449

Mobilex USA                                  $9,716

Sullivan's Landscaping, Inc.                 $8,174

Medical Center Labs                          $6,943

GE Capital                                   $6,210

Generator Specialty Services                 $5,601

Centerpoint Energy Entex                     $4,383

Medical Colleagues of TX                     $4,054

Ken Watson - Employee Expense                $3,701

Castlewood MUD                               $3,237

Sprint                                       $2,388

Total Fire & Safety, Inc.                    $2,180

Quickcare                                    $1,991

G. Senior Management Services of Humble Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $334,216
3220 Tillman Drive, Suite 30
Bensalm, PA 19020

Pharmerica (Pharmacy Vendor)               $120,424
2625 Queen Palm Drive
Tampa, FL 33619

Rehab Pro                                   $83,674
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Gulf South                                  $59,652
P.O. Box 841968
Dallas, TX 75284-1968

United Healthcare Insurance Co.             $25,401
22561 Network Place
Chicago, IL 60673-1225

North Belt East Clinic                      $12,000

Dunbar Diagnostic Services Inc.             $11,025

American Pharmaceutical Services            $10,355

Tallwood Medical Equipment & Supply         $10,183

Trieagle Energy                              $8,249

Northeast Medical Center Hospital            $7,765

GCS Service, Inc.                            $6,096

GE Capital                                   $6,093

Embarq/281-548-1389-666                      $5,310

Mobilex USA                                  $4,517

Lawn Rangers                                 $4,425

Sullivans Landscaping, Inc.                  $3,356

Professional Imaging, LLC                    $3,242

Bestcare Laboratory Services, Inc.           $3,202

Centerpoint Energy Entex                     $1,811

H. Senior Management Services of Normandy at San Antonio Inc.'s
   20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $600,469
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Pharmerica                                 $170,918
3625 Queen Palm Drive
Tampa, FL 33619

Rehab Pro                                  $165,828
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Gulf South                                 $138,014
P.O. Box 841968
Dallas, TX 75284-1968

Hagendorf Construction Co.                 $110,438
27125 Ralph Fair Road
Boeme, TX 78015

Advanced Imaging Services                   $28,214

San Antonio Water System                    $18,790

United Healthcare Insurance Company         $18,145

Cristo A. Calle, MD                         $12,600

Nurse's Etc. Staffing                       $10,926

Clinical Labs USA                           $10,766

Grainger                                     $9,755

Professional Clinical Laboratory             $9,602

Sullivans Landscaping Inc.                   $6,640

Home Depot Supply                            $6,640

Office Depot                                 $5,724

Holt Cat                                     $4,701

San Antonio Express-News                     $4,240

Quickcare                                    $3,523

Rick Maxey/Expense                           $2,826

I. Senior Management Services of El Paso Coronado, Inc.'s
   20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $281,752
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Pharmerica (Pharmacy Vendor)                $74,641
3625 Queen Palm Drive
Tampa, FL 33619

Hill-Rom Company, Inc.                      $47,860
1069 State Road 46 East
Batesville, IN 47006

Gulf South                                  $41,587
P.O. Box 841968
Dallas, TX 75284-1968

Rehab Pro                                   $39,757
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Providence Memorial Hospital Laboratory     $31,457

Mobilex USA                                 $26,050

Mediq                                       $13,622

Master Cuts Lawn and Tree Service            $9,513

United Healthcare Insurance Company          $8,383

Tricore Reference Laboratories               $7,148

Del Sol Medical Center                       $5,361

Life Ambulance                               $5,102

Supreme Laundry Cleaners                     $4,407

Virtual Care Provider, Inc.                  $4,335

Kirk A. Chandler, D.O.                       $3,735

KS Commercial Laundry Specialist             $3,213

LTR IV Corp.                                 $2,760

Sprint                                       $2,388

Quickcare                                    $1,775

J. Senior Management Services of El Paso Sunset Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $371,087
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Pharmerica (Pharmacy Vendor)               $142,822
3625 Queen Palm Drive
Tampa, FL 33619

Del Sol Medical Center                     $140,505
P.O. Box 409300
Atlanta, GA 30384-9300

Gulf South                                  $65,480
P.O. Box 841968
Dallas, TX 75284-1968

Rehab Pro                                   $47,788
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Mobilex USA                                 $20,030

Spagnoletti & Co.                           $16,529

Hill-Rom Company, Inc.                       $8,921

United Healthcare Insurance Co.              $8,336

Occupational Health Centers                  $7,362

Physicians Hospital                          $6,696

Medica Rents Co.                             $5,762

Ray, Valdez, McChristian                     $5,637

Virtual Care Provider, Inc.                  $3,996

El Paso ARC Electric, Inc.                   $3,907

Ediberto Soto-Cora, M.D.                     $3,899

Trejo                                        $3,787

Refund                                       $3,774

Providence Memorial Hospital Laboratory      $1,301

Ivan A. Lopez dba Ivan's Plumbing            $1,244

K. Senior Management Services of Estates at Fort Worth, Inc.'s
   19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $395,522
3220 Tillman Drive
Bensalem, PA 19020

American Pharmaceutical Services           $244,289
P.O. Box 848507
Dallas, TX 75284-8507

Rehab Pro                                   $71,915
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Gulf South                                  $43,709
P.O. Box 841968
Dallas, TX 75284-1968

Hill-Rom Company, Inc.                      $32,587
P.O. Box 643592
Pittsburgh, PA 15264-3592

Keene Construction                          $20,606

United Healthcare Insurance Co.             $18,471

Mobilex USA                                  $9,975

Automatic Sprinkler of Texas, Inc.           $8,895

TXU Energy                                   $8,390

Maximum Medical Inc.                         $8,205

Metroplex Geriatric Associates, P.A.         $8,000

Anderson Paving, Inc.                        $6,031

Southwest Office Systems, Inc.               $5,917

Huguley Memorial Hospital                    $3,876

Harris Methodist Fort Worth                  $3,523

Virtual Care Provider, Inc.                  $3,250

Sullivans Landscaping, Inc.                  $3,056

Non Emergency Transit                        $2,014

L. Senior Management Services of Heritage Oaks at Ballinger
   Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $170,566
3220 Tillman Drive, Suite 30
Bensalm, PA 19020

Health Source, Inc.                         $46,156
P.O. Box 308
Hinckley, OH 44233

Pharmerica (Pharmacy Vendor)                $20,431
2625 Queen Palm Drive
Tampa, FL 33619

United Healthcare Insurance Company         $12,361

Gulf South                                  $11,695

Home Depot Supply                            $5,146

Office Depot                                 $4,965

Sullivans Landscaping, Inc.                  $4,656

Ballinger Memorial Hospital                  $3,348

Virtual Care Provider, Inc.                  $3,284

Rehab Pro                                    $3,000

Sprint                                       $2,387

City of Ballinger-Water/Sewer                $2,061

Mayfair Aviary                               $1,795

Shannon Clinic (Medical Director)            $1,686

Direct Supply                                $1,580

Atmos Energy                                 $1,558

Quickcare                                    $1,406

Ecolab                                       $1,385

Agriplex Heating & Cooling                   $1,287

M. Senior Management Services of Crane Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $222,058
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Pharmerica (Pharmacy Vendor)                $55,222
3625 Queen Palm Drive
Tampa, FL 33619

Team Care Rehab, Inc.                       $35,151
P.O. Box 681655
San Antonio, TX 78268

Interim Healthcare of West Texas            $29,499

Rehab Pro                                   $28,267

Gulf South                                  $22,710

Blackmon-Mooring Air Conditioning           $13,583

United Healthcare Insurance Co.             $12,126

Sullivans Landscaping, Inc.                  $8,477

Special Care                                 $7,076

Above All Medical Staffing                   $5,000

Virtual Care Provider, Inc.                  $4,995

Airgas Southwest                             $4,624

Mobilex USA                                  $3,981

Trieagle Energy                              $3,540

Alliance Hospital                            $3,346

Crane Mirex                                  $3,342

Ryan Heath Keenan, Acc.                      $2,500

Rick Maxey                                   $2,196

Quickcare                                    $1,691

N. Senior Management Services of Kerrville Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $149,575
3220 Tillman Drive, Suite 30
Bensalm, PA 19020

Gulf South                                  $88,472
P.O. Box 841968
Dallas, TX 75284-1968

Rehab Pro                                   $81,139
2624 Kensington Drive, Suite 102
Tyler, TX 75703

Pharmerica (Pharmacy Vendor)                $74,533
2625 Queen Palm Drive
Tampa, FL 33619

Windstream                                  $16,490
P.O. Box 105521
Atlanta, GA 30348-5521

Naomi Stewart/Expense                       $10,777

Commercial Design                           $10,441

Best Laid Plants                             $8,109

Twin Medical Company                         $7,887

WM W. George & Associates, Inc.              $5,012

Hill Country Medical                         $4,889

Vordenbaum Engineering Inc.                  $3,904

Adco Advertising & Printing                  $3,693

Dunston Glass Co.                            $3,128

Rick Maxey/Expense                           $2,253

Quickcare                                    $1,787

Community Portable X-Ray                     $1,591

Heart Choces Care Management & Consulting    $1,552

City of Kerrville                            $1,464

Modified Barium Swallow                      $1,200

O. Senior Management Services of Gainesville Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Healthcare Services                        $204,110
3220 Tillman Drive, Suite 300
Bensalm, PA 19020

Cooke County Emergency Medical Service      $33,434
P.O. Box 940249
Houston, TX 77094-7249

Aps Oxygen                                  $32,584
14450 Trinity Boulevard, Suite 200
Fort Worth, TX 76155

Rehab Pro                                   $29,939

Gulf South                                  $23,238

United Healthcare Insurance Co.             $13,486

Grainger                                     $8,751

Sears Medical Association                    $7,820

Sullivans Landscaping, Inc.                  $4,812

U.S. Department of the Treasuryfms           $4,140

North Texas Medical Center Laboratory        $4,059

Mediq A Hillrom Company                      $3,893

Home Depot Supply                            $3,685

Total Fire & Safety Inc.                     $2,663

Sprint                                       $2,388

Hesse-Schneiderjan Heat & Air                $1,473

Atmos Energy                                 $1,305

Hospital Media                               $1,233

Gainesville Daily Register                   $1,231

Quickcare                                      $851


SPOKANE RACEWAY: Chap. 11 Trustee Taps Keefe as Litigation Counsel
------------------------------------------------------------------
John Munding, Esq., the Chapter 11 trustee overseeing Spokane
Raceway Park Inc.'s estate, asks the U.S. Bankruptcy Court for the
Eastern District of Washington for permission to employ Keefe,
King & Bowman, PS, as his litigation counsel.

Keefe King will:

     a) assist with the investigation, evaluation, defense and
        prosecution of pending actions involving the Kalispel
        Indian Tribe. (Federal and State Court)

     b) assist with the investigation and prosecution of potential  
        preference claims, fraudulent transfer claims and claims
        involving "corporate opportunity" as related to insiders,
        and potential claims against prior professionals; and

     c) assist with the evaluation of, defense and protection of
        the property interests of Spokane Raceway Park, including
        its 63 "A" units and 90 "B" units of ownership in
        Washington Motor Sports, Ltd.  Spokane expects Washington
        Motor will challenge the ownership interests based upon
        claims associated with the prior activities of the
        officers directors of the Debtor.

Keefe King will charge $325 for its services.  James King, Esq.,
will be primarily responsible for representing the Chapter 11
Trustee.

The Chapter 11 Trustee assures the Court that Mr. King does not
hold or represent any interest adverse to the Debtor or its
estate.

Mr. King can be reached at:

        James B. King, Esq.
        Keefe, King & Bowman
        Washington Mutual Financial Center
        W.601 Main Suite 1102
        Spokane, WA 99201

Headquartered in Spokane, Washington, Spokane Raceway Park Inc.
-- http://www.spokaneracewaypark.com/-- operates a 2.5 mile Grand    
Prix Road Course and racing facility.  The Debtor filed for
chapter 11 protection on Aug. 17, 2006 (Bankr. E. D. Wash. Case
No. 06-01966).  Bruce R. Boyden, Esq., in Spokane, Washington,
represented the Debtor.  John Munding, Esq., currently oversees
the Debtor as Chapter 11 Trustee.  When the Debtor filed for
protection from its creditors, it listed total assets of
$62,904,383 and total debts of $2,252,748.


TOWER AUTOMOTIVE: Completes Sale of Lansing Factory to Woodbridge
-----------------------------------------------------------------
James A. Mallak, Tower Automotive Inc.'s chief financial
officer, discloses that on Dec. 22, 2006, the company and Tower
Automotive Lansing LLC completed the sale of the Lansing,
Michigan, facility and related assets for $20,000,000 to
Woodbridge Group -- a designee of General Motors -- in accordance
with a ruling from the U.S. Bankruptcy Court for the Southern
District of New York dated Aug. 10, 2005.

As reported in the Troubled Company Reporter on Aug. 29, 2005, the
Court approved a Global Compromise and Settlement agreement
between Tower Automotive and General Motors.

The Global Compromise and Settlement was filed under seal for the
Court's in camera review.  The documents contain detailed
information about the relationship between the Debtors and
General Motors and specific references to confidential
information from the GM Agreements, including pricing and related
terms negotiated by the parties.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TRANSDIGM INC: Issuing Notes to Finance Aviation Tech. Acquisition
------------------------------------------------------------------
TransDigm Group Incorporated's wholly owned subsidiary, TransDigm
Inc., is planning to issue $250 million of senior subordinated
notes to finance its $430 million acquisition of Aviation
Technologies, Inc.  The senior subordinated notes are intended to
be an additional issuance of notes under the indenture pursuant to
which TransDigm Inc. $275 million of senior subordinated notes in
June 2006.

In connection with the offering of the senior subordinated notes
and also to finance the acquisition of ATI, TransDigm Inc. is
seeking to raise $180 million of term loans through a tack-on to
its existing $650 million senior secured term loan facility.  In
connection with these transactions, TransDigm Inc. also intends to
increase its existing senior secured revolving credit facility
from $150 million to $200 million, but does not currently intend
to draw any amounts from this facility in connection with the
closing of the ATI transaction.

TransDigm Group Incorporated (NYSE: TDG), through its wholly owned
subsidiaries, including TransDigm Inc., designs, manufactures and
supplies highly engineered aircraft components for use on nearly
all commercial and military aircraft in service.  Major
product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry, include ignition
systems and components, gear pumps, mechanical/electro-mechanical
actuators and controls, NiCad batteries/chargers, power
conditioning devices, hold-open rods and locking devices,
engineered connectors, engineered latches and cockpit security
devices, lavatory hardware and components, specialized AC/DC
electric motors and specialized valving.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Fitch Ratings has placed TransDigm Inc.'s 'B-/RR5' senior
subordinated notes on Rating Watch Negative.  TransDigm Group,
parent of TDI, has announced plans to acquire Aviation
Technologies Inc. and plans to issue debt to fund most of the
$430 million acquisition.

Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on aerospace supplier TransDigm
Inc.  The outlook is stable.  About $925 million of debt is
outstanding.


TRIBUNE CO: Chandler Trust Plans to Acquire Company for $1.3 Bil.
-----------------------------------------------------------------
The Chandler Trust gave a letter to Tribune Company's board of
directors' financial advisors -- Merrill Lynch & Co. Inc. and
Citigroup Global Markets Inc. -- offering to acquire the Tribune
for $1.318 billion and spin-off some of its broadcast and
entertainment businesses.

The transaction will provide Tribune's stockholders, other than
the Chandler Trusts and certain entities affiliated with Tribune,
$19.30 in cash and all of the outstanding shares of a newly formed
company that will hold Tribune's broadcasting businesses.

The Trust believes that with the Tribune Broadcasting shares, the
aggregate value distributed to Tribune stockholders will be
approximately $31.70 per share.

The structure contemplated by the Trust's proposal provides unique
advantages to Tribune stockholders as compared with other
alternatives by:

   a. providing a premium valuation to both the unaffected trading
      price of Tribune stock and the value of the publishing
      business to be acquired,

   b. enabling Tribune stockholders (other than the Chandler
      Trusts) to retain the full operating and strategic
      appreciation potential for the broadcasting business,

   c. enabling the separation of its publishing segment from its
      broadcasting and entertainment segment without the
      incurrence of tax, and

   d. eliminating the potential for significant regulatory delays
      as the result of the Federal Communications Commission's
      cross-ownership rules.

Specifically, the Trust obtained the commitment of Goldman Sachs
Credit Partners L.P., Merrill Lynch Capital Corporation, and
Citicorp North America Inc. to provide the aggregate debt
financing necessary to consummate the Transaction.

Upon execution of a definitive Merger Agreement, investors will
commit $645.9 million for equity financing, and the Chandler Trust
will provide an additional $672.3 million in equity financing
through the contribution of all of the shares of Tribune common
stock.

The proposal will remain open until 5:00 pm Eastern Time,
Wednesday, Jan. 31, 2007.

A full-text copy of the Chandler Letter is available for free at:

            http://ResearchArchives.com/t/s?18b6

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 leading daily newspapers including the Los Angeles
Times, Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                           *     *     *

On Oct. 5, 2006, Standard & Poor's Ratings Services lowered its
ratings on the class A and B units from the $75.795 million
Structured Asset Trust Unit Repackaging Tribune Co. Debenture
Backed Series 2006-1 to 'BB+' from 'BBB-'.  Concurrently, the
ratings were placed on CreditWatch with negative implications.

In September 2006, Fitch Ratings downgraded its ratings for
Tribune Co.'s $3.1 billion of outstanding senior unsecured and
subordinated debt as of June 25, 2006, and subsequently placed
them on Rating Watch Negative.

Affected ratings include the company's Issuer Default Rating
lowered to 'BB+' from 'BBB-', and Senior unsecured revolving
credit facility lowered to 'BB+'from 'BBB-'.


UTIX GROUP: Vitale Caturano Raises Going Concern Doubt
------------------------------------------------------
Vitale, Caturano & Company Ltd. in Boston, Massachusetts,
expressed substantial doubt about Utix Group Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2006.  The auditing firm pointed to the company's recurring losses
from operations, net working capital and stockholders' deficits.
              
Utix Group Inc. reported a $9.6 million net loss on $1.4 million
of revenues for the year ended Sept. 30, 2006, compared with a
$10 million net loss on $6.9 million of revenues for the year
ended Sept. 30, 2005.

The promotional movie contract in fiscal 2006 was not nearly of
the magnitude of the one that was active during fiscal 2005.  This
accounted for the significant decrease in revenues in fiscal 2006.  

Gross profit for the fiscal year ended Sept. 30, 2006, was $24,820
as compared to a gross loss of $712,009 for the fiscal year ended
Sept. 30, 2005.  The negative gross profit in fiscal 2005 was
attributable to an $872,000 write down of inventory, higher than
anticipated fulfillment and transaction costs associated with a
major corporate movie ticket program, and the lower margins on the
movie product.

Total operating expenses, which include selling and administrative
expenses and non-cash operating expenses, for the fiscal year
ended Sept. 30, 2006, were $5.9 million as compared to
$6.2 million for the fiscal year ended Sept. 30, 2005.

Other expenses were $3.7 million and $3 million for fiscal years
ended Sept. 30, 2006 and 2005, respectively.  

At Sept. 30, 2006, the company's balance sheet showed $2.6 million
in total assets, $3.3 million in total liabilities, and
$5.4 million in series A convertible preferred stock, resulting in
a $6.1 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?18b2

                             About Utix

Headquartered in Burlington, Massachusetts, Utix Group Inc.
(OTC BB: UTIX.OB) -- http://www.utix.com/ -- provides gift  
tickets to retail buyers and corporations that are redeemable at
golf courses, ski resorts, spas, and movie theaters in the United
States.  The company's products consist of recreation products,
such as Utix Golf Tickets, SwingPack, and Utix Ski Tickets; and
leisure products, including Utix Spa Ticket and Movie Ticket.  It
distributes its products through prepaid manual plastic gift
tickets to corporations and other business users, as well as sells
prepaid magnetic strip gift tickets through mass merchandise
retail chains.


VASOMEDICAL INC: Posts $368,935 Net Loss in Quarter Ended Nov. 30
-----------------------------------------------------------------
Vasomedica Inc. recorded a net loss of $368,935 during the three
months ended Nov. 30, 2006, compared to a loss of $8.6 million
during the three months ended Nov. 30, 2005.

Vasomedica Inc. reported total revenues of $1.5 million in the
second quarter of fiscal 2007, compared with total revenues of
$2.7 million in the second quarter of fiscal 2006.  

Revenues from equipment sales declined approximately 67% to
$575,000 in the second quarter of fiscal 2007 compared to
$1.7 million in the same period last year.

Equipment rentals and services were $948,000 in the three months
ended Nov. 30, 2006, up less than 1% from $946,000 for the same
period in the previous year.  

Thomas Glover, president and chief executive officer of
Vasomedical, commented, "Our service and consumable revenues
continue to reflect the high level of service, support and
education that we provide to our customer base.  We are
disappointed in EECP(R) system sales, which we believe continue to
be adversely impacted by the use of invasive techniques.  We are
committed to working diligently with leading physicians in the
cardiology community to achieve a broader understanding of the
therapy's many benefits and with Centers for Medicare and Medicaid
Services to expand reimbursement coverage for patients not already
covered under the existing guidelines."

Mr. Glover continued, "We are also continuing efforts to preserve
cash, limiting expenditures in areas including clinical research,
product development, as well as sales and marketing, and
controlling our costs to be better aligned with near-term sales.
These limited expense and investment levels, while necessary, have
restricted our ability to advance the adoption of EECP therapy in
the medical market place."

For the first six months of fiscal 2007, total revenues were
$3.6 million, compared with $6.2 million for the first six months
of fiscal 2006.  The net loss for the six months ended
Nov. 30, 2006, was $908,392, compared with a net loss of
$9.5 million, for the six months ended Nov. 30, 2005.

At Nov. 30, 2006, the company's balance sheet showed $6.5 million
in total assets, $3.7 million in total liabilities, $551,160 in
deferred revenue, and $2.3 million in total stockholders' equity.

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?18bd

As of Nov. 30, 2006, the company had cash, cash equivalents, and
certificates of deposit balances of $1,442,000 compared with
$2,386,000 as of May 31, 2006, and working capital as of
Nov. 30, 2006 of $1.9 million compared with $2.9 million as of
May 31, 2006.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Miller Ellin & Company LLP, in New York, New York, expressed
substantial doubt about Vasomedical Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the fiscal year ended May 31, 2006.  The auditing firm pointed
to the company's recurring losses from operations and a net
capital deficiency.

                      About Vasomedical

Vasomedical Inc. (OTC BB: VASO.OB) -- http://www.vasomedical.com/   
-- develops, manufactures and markets EECP(R) therapy systems to
deliver its proprietary form of enhanced external counterpulsation
therapy.  EECP(R) therapy is a noninvasive, outpatient therapy
used in the treatment of ischemic cardiovascular diseases,
currently used to manage chronic stable angina and heart failure.  


WACHOVIA: Fitch Lifts Rating on Class O Certificates to B+ from B-
------------------------------------------------------------------
Fitch Ratings upgrades Wachovia's commercial mortgage pass-through
certificates, series 2003-C3:

   -- $2.3 million class M to 'BB+' from 'BB-';
   -- $7.0 million class N to 'BB' from 'B+'; and,
   -- $4.7 million class O to 'B+' from 'B-'.

In addition, Fitch affirms these classes:

   -- $196.2 million class A-1 at 'AAA';
   -- $477.8 million class A-2 at 'AAA';
   -- $910.5 million class IO-I at 'AAA';
   -- $717.8 million class IO-II at 'AAA';
   -- $36.3 million class B at 'AAA';
   -- $12.9 million class C at 'AAA';
   -- $25.8 million class D at 'AAA';
   -- $12.9 million class E at 'AA+';
   -- $10.5 million class F at 'AA';
   -- $12.9 million class G at 'A+';
   -- $12.9 million class H at 'A';
   -- $22.3 million class J at 'BBB+';
   -- $9.4 million class K at 'BBB'; and,
   -- $7.0 million class L at 'BBB-';

Fitch does not rate the $23.4 million class P certificates.

The rating upgrades reflect increased subordination levels due to
scheduled amortization and payoff, as well as the additional
defeasance of four loans since Fitch's last rating action.  As of
the January 2006 distribution date, the pool's aggregate
certificate balance has decreased 6.7% to $874.4 million from
$937.3 million.  To date, nine loans have defeased.

Currently, there are two specially serviced loans in the pool. The
larger specially serviced loan is a 30-unit apartment building in
Hoboken, New Jersey.  The loan transferred to special servicing in
October 2006 due to 60+ days delinquency.  The borrower has since
brought the loan current with the December 2006 payment.  The
special servicer is in negotiations with the borrower about a
possible forbearance.

The other specially serviced loan is secured by an 82-unit
multifamily property in Dallas, Texas.  The loan transferred to
special servicing in June 2006 due to 60+ days delinquency.  The
loan is now current on principal and interest.  However,
miscellaneous expenses remain outstanding.  The special servicer
is continuing discussions with the borrower over a workout.

Fitch does not currently project losses on either specially
serviced loan.

Fitch reviewed the only credit assessed loan in the pool, the
Residence Inn Portfolio.  The loan is collateralized by five
Residence Inns located in various cities and states.  The
consolidated occupancy as of September 2006 was 80.1%.  Due to
stable performance, the loan maintains an investment grade credit-
assessment.


WERNER LADDER: To Emerge from Bankruptcy in 2007 2nd Half Says CEO
------------------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company's chief
executive officer, James J. Loughlin, Jr., disclosed to Werner
employees that the company will emerge from Chapter 11 in the
second half of 2007.

"I am pleased to inform you that we are well on our way to
completing the operational restructuring of Werner Co. that has
been underway for the last three years, and we expect to exit
Chapter 11 later this year." Mr. Loughlin tells employees in his
letter.

"When we emerge from Chapter 11 we expect to be a viable company
with a fraction of the debt we have today.  Werner has
successfully lowered its production costs and will begin to reap
the benefits of those reductions as early as the first quarter of
2007." Mr. Loughlin also wrote.

Mr. Loughlin further tells employees that, "Aside from
dramatically improved operating results, our plans for 2007
include improving our free cash flow before debt service by $75
million.  Despite our recent challenges, we ended 2006 with $25
million of cash in the bank and an undrawn revolving line of
credit, which was an important accomplishment."

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  The
Debtors's exclusive period to file a plan expires on
Jan. 15, 2007.  (Werner Ladder Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


WOODWIND & BRASSWIND: Committee Taps Baker & Daniels as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dennis Bamber
Inc. dba The Woodwind & The Brasswind, asks the U.S. Bankruptcy
Court for the Northern District of Indiana for permission to
retain Baker & Daniels LLP, as its attorneys.

Baker & Daniels will:

     a) advice with respect to the Committee's duties,
        responsibilities and powers in these cases;

     b) assist in the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtor and its affiliates;

     c) advice with respect to actions proposed by the Debtor;
        including proposed sales of assets, obtaining debtor-in-
        possession financing, any chapter 11 plan that may be
        proposed in this case, disposition of claims and the
        assertion of alleged rights and liens against the Debtor
        or its assets, possible claims against third parties, and      
        any other matters relevant to this case or to the
        formulation of a plan;

     d) advice and represent with respect to any other issue,
        matter, or proceeding affecting interest represented by
        this Committee; and

     e) perform other legal services as may be required by the
        Committee.

The firm's professionals billing rates are:

     Designation           Hourly Rate
     -----------           -----------
     Partners                  $475
     Associate Lawyers         $165

To the best of the Committee's knowledge the firm does not hold
any interest adverse to the Debtor or its estate.

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.


WOODWIND & BRASSWIND: Committee Wants A&M as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dennis Bamber
Inc. dba The Woodwind & the Brasswind, asks the U.S. Bankruptcy
Court for the Northern District of Indiana for permission to
retain Alvarez & Marsal LLC, as its financial advisor, nunc pro
tunc to Dec. 8, 2006.

Alvarez & Marsal will:

     a) investigate the acts, conduct, assets, liabilities and
        financial condition of the Debtor;

     b) investigate the operation of the Debtor's business and
        the desirability of the continuance of the Debtor's
        business, including reviewing business plans and
        projections developed by the debtor and proposals for
        sale or other disposition of the Debtor's assets;

     c) investigate other matters relevant to the Debtor's
        bankruptcy case or the formulation of a plan in the
        Debtor's bankruptcy case;

     d) advise the Committee as to any plan formulated in the
        Debtor's bankruptcy case and with respect to the possible
        formulation of a plan by the Committee; and

     e) perform other tasks as may be helpful for the Committee
        to perform its duties in this case.

The firm's professionals billing rates are:

     Designation           Hourly Rate
     -----------           -----------
     Managing Director        $600
     Senior Associate         $350
     Analyst                  $250

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

The firm can be reached at:

     Alvarez & Marsal LLC
     600 Lexington Avenue, 6th Floor
     New York, NY 10022
     Tel: (212) 759-4433
     Fax: (212) 759-5532
     http://www.alvarezandmarsal.com/

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.


XILLIX TECH: Court Extends CCAA Protection Until February 5
-----------------------------------------------------------
The British Columbia Supreme Court has extended, until
Feb. 5, 2007, Xillix Technologies Corporation's period of
protection from creditors under the Companies' Creditors
Arrangement Act.

The Court's order, which provides an additional 31 days of
protection, will provide the company's management with more time
to develop and implement a reorganization plan.

The company originally filed for protection on Oct. 13, 2006, as
reported in the Troubled Company Reporter on Oct. 25, 2006.  

PricewaterhouseCoopers has been appointed as Monitor to assist the
company in connection with its reorganization.

                   About Xillix Technologies

Xillix Technologies Corp. (TSX:XLX) --- http://www.xillix.com/--  
is a Canadian medical device company and a developer of
fluorescence endoscopy technology for improved cancer detection.  
Xillix's currently approved device, Onco-LIFETM, incorporates
fluorescence and white-light endoscopy in a single device that
has been developed for the detection and localization of lung
and gastrointestinal cancers.

Onco-LIFE is approved for sale in the United States for the lung
application and in Europe, Canada and Australia for both lung and
GI applications.  The Company also recently announced that it has
developed a new product, LIFE LuminusTM, designed to allow
fluorescence imaging of the colon using conventional video
endoscope technology.


YANKEE CANDLE: S&P Junks Rating on Proposed $300 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to South Deerfield, Massachusetts-based The Yankee
Candle Co. Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan and '1' recovery ratings to the company's
proposed $775 million senior secured first-lien credit facility
and 'CCC+' senior unsecured and senior subordinated debt ratings
to the company's proposed $300 million senior unsecured notes and
$225 million senior subordinated notes.  The senior unsecured and
senior subordinated notes are to be issued pursuant to Rule 144A
with registration rights.  Net proceeds from the bank loans,
senior unsecured notes and senior subordinated notes will be used
to fund the proposed purchase of Yankee Candle by Madison Dearborn
Partners LLC and to repay existing indebtedness.  The ratings are
based on preliminary terms and are subject to review upon receipt
of final documentation.

The outlook is stable. Pro forma for the transaction, Yankee
Candle will have approximately $1.175 billion in total funded debt
outstanding.

"The ratings on Yankee Candle reflect the company's highly
leveraged capital structure, limited geographic diversity,
significant earnings seasonality, narrow product focus, and the
discretionary nature of its products," said Standard & Poor's
credit analyst Rick Joy.

"These risks are somewhat offset by the company's strong market
share and leading brand position in the premium scented candle
market."


* Clark Hill PLC Opens Chicago Office
-------------------------------------
The law firm of Clark Hill PLC has opened an office in downtown
Chicago, CEO John Hern disclosed.  Attorneys Tina M. Bird, W. Kent
Carter, Richard H. Chapman, James M. Drake, Edward L. Filer, Gary
E. Green, and Fuad R. Sulayman have joined as members in the
Chicago office.  Clark Hill Chicago offers a full line of legal
services with a concentration in the construction, real estate,
manufacturing and financial services industries, and is located at
150 North Michigan Avenue.

"We are very excited to announce the addition of these talented
individuals to our team, and equally pleased to be able to offer
our clients the enhanced benefits of service across the Midwest,"
Mr. Hern said.

In addition to the seven attorneys presently practicing in the
Chicago office, the firm plans to significantly increase the
number of attorneys during the coming year.

Edward L. Filer will serve as the managing member of the firm's
Chicago office.  Mr. Filer has more than 15 years of experience as
a business counselor and trial lawyer for businesses of all types,
including the construction and real estate industries.  Mr. Filer
maintains a national practice and in 2006 his peers recognized him
as an Illinois Leading Lawyer(R) in Construction Law and Privately
Held Companies.

"We are looking forward to our role within such a highly regarded
firm and carrying on in the Clark Hill tradition of dedication to
client service and providing superior legal expertise," Mr. Filer
said.  "Each of the attorneys in our office offers substantial
client experience in his or her respective area, and we look
forward to providing enhanced resources to our current and future
clients in the Chicago market."

Tina M. Bird joins Clark Hill with more than 10 years of
experience in construction and commercial litigation matters, in
which she represents contractors, owners, developers,
subcontractors and design/builders in contract drafting and
negotiation, payment disputes, delay damage claims, defective work
claims and other construction disputes.  She also represents
clients in insurance related disputes.

W. Kent Carter focuses his practice on commercial litigation, with
a concentration on the Uniform Commercial Code, including secured
transactions, commercial sales, equipment leasing and negotiable
instruments.  He has more than 9 years of experience representing
clients in complex contract disputes and business torts in state,
federal, bankruptcy and appellate courts.  Mr. Carter has defended
numerous class actions in both state and federal courts, including
actions for violation of the consumer fraud statutes, the Fair
Debt Collection Practices Act, the Credit Repair Organization Act,
and the Fair Credit Reporting Act.

Richard H. Chapman has more than 23 years as a business counselor
and trial lawyer representing businesses of all types, including
financial institutions, professional service providers,
manufacturers and distributors in litigation in state and federal
trial and appeals courts and bankruptcy courts, as well as in
arbitration, throughout the United States.  Clients have
consistently recognized both his strategic guidance and depth of
business and legal experience resulting in favorable outcomes.  
His peers have recognized him as a 2006 Illinois Leading Lawyer(R)
and an Illinois Super Lawyer(R).

James M. Drake has more than 23 years of experience as a corporate
counselor to both privately and publicly held companies.  Mr.
Drake focuses his practice on business and corporate transactions
and commercial finance and secured transactions.  He represents
start-up businesses and established entities in all types of
corporate and business representation, including: mergers,
acquisitions and divestitures; corporate, limited liability and
partnership organization; structuring and dissolution; and
drafting and negotiating all types of corporate agreements and
documentation.  Mr. Drake has been recognized by his peers in as
an Illinois Leading Lawyer(R) in the area of Closely and Privately
Held Business Law.

Gary E. Green has more than 18 years of experience representing
financial institutions, equipment lessors, in foreclosures,
receiverships, lender liability, bankruptcy and restructuring in
both state and federal courts throughout the United States.  His
experience also includes loan documentation, portfolio sales and
purchases, and U.S. Small Business Administration loan programs.

Fuad R. Sulayman concentrates his practice on healthcare law,
complex commercial litigation, and medical malpractice.  Mr.
Sulayman has represented physicians and has significant trial
experience in both state and federal courts throughout the United
States.

                        About Clark Hill

Headquartered in Detroit, Michigan, Clark Hill PLC --
http://www.clarkhill.com/is a full service law firm with more  
than 170 attorneys.  Clark Hill has offices in Birmingham, Grand
Rapids, and Lansing in Michigan, and Chicago, Illinois.  The firm
has been serving the business, government, non-profit and personal
needs of clients.  The firm is ranked among the Top 10 Largest Law
Firms in the state of Michigan.


* Duane Morris Opens Singapore Office; Vietnam Offices to Follow
----------------------------------------------------------------
Duane Morris LLP is opening an office in Singapore.

The Singapore office will be led by Duane Morris partner and
former Mexican Ambassador to Singapore Eduardo Ramos-Gomez, who
served from 1998 to 2001.  Well known in Singapore's business and
government sectors, Eduardo has been a New York-based Duane Morris
partner since 2004.  Joining Eduardo is a group of five
distinguished partners currently practicing in Singapore: Rudy
Lim, former partner at DLA Piper; Lian Yok Tan, former associate
at White & Case; Chris Muessel, currently a special counsel at
Baker & McKenzie (joining Feb. 1); Sandor Schick, former counsel
at Shearman & Sterling; and Adam Summerly, former counsel at Jones
Day.

It is anticipated that three to four associates will join the
Singapore office in the coming weeks.

In addition, Duane Morris will open two offices in Vietnam, one in
Hanoi and the other in Ho Chi Minh City, in the spring of 2007.

The Singapore office will focus on the areas of corporate finance,
project finance, energy, cross-border transactions, restructuring,
mergers and acquisitions, real estate and telecommunications.

Douglas Woloshin, who was instrumental in helping to establish the
Asian presence, will continue to maintain a liaison function with
the offices in Singapore and Vietnam.  Toward this end, Mr.
Woloshin will also lead the firm's Project Finance Practice Group,
which is expected to be a key component of the firm's Asian
practice.  Mr. Woloshin will bring his valuable skills and
experience to the office as he concentrates his practice in the
areas of corporate law, mergers and acquisitions, real estate, and
corporate and project finance.

"We understand our Singapore office will place us among the top
five U.S. firms in Singapore and at the time we open our Vietnam
offices, we will be only one of two U.S.-based firms in Vietnam,"
said Sheldon Bonovitz, Chairman of Duane Morris.  "Our move into
Asia by way of Singapore, an established center of business, will
firmly launch Duane Morris as a significant factor in this fast-
growing part of the world economy."

Mr. Bonovitz commented that Vietnam is one of the faster-growing
economies in the world, with a heavy investment concentration in
that country from Singapore and other countries in Asia, as well
as the United States.  The Singapore partners will service clients
in, or with interests in, Cambodia, China and Taiwan, India,
Indonesia, Japan, South Korea, Laos, Malaysia, the Philippines,
Singapore and Vietnam.  The office and staff are fluent in most of
the languages of the countries in which the firm services clients.

Singapore boasts a thriving free-market economy with a per capita
gross domestic product equal to that of the leading Western
European countries.  The country has seen rapid growth in recent
years, reporting a real growth rate of 6.4% in 2005, due in large
part to government efforts to establish the country as a Southeast
Asia financial center.

Vietnam has also emerged as one of the fastest-growing economies
in Southeast Asia, with a gross domestic product growth rate
second only in the region to China in 2005.  The manufacturing,
information technology and high- tech sectors in Vietnam have
experienced significant economic growth during the past decade.

Ambassador Ramos-Gomez heads the Singapore office.  An
international and corporate lawyer for more than 20 years, he
advises multinational and foreign companies in Asia, North
America, Europe and Latin America on cross-border direct foreign
investment, project development and project finance.  His practice
encompasses a broad range of international investments, mergers
and acquisitions, securities, financing, joint ventures,
licensing, venture capital formation and investments,
privatization, infrastructure projects, and other corporate
transactions in the United States, Latin America and Asia.

Mr. Ramos-Gomez formerly served as Mexico's Ambassador to
Singapore, Negara Brunei Darussalam and the Union of Myanmar.  He
is commissioner of the Commission on Globalization World Forum,
president of the U.S.-Mexico Chamber of Commerce, vice chair of
the Mexican Law Committee of the Section of International Law and
Practice for the American Bar Association, and chapter chair of
the International Division of International Law and Practice
Section of the New York Bar Association.  Mr. Ramos-Gomez will
also head the Latin America desk in the Singapore office.  He is a
graduate of the Escuela Libre de Derecho in Mexico City and a
graduate of the University of Virginia.

Rudy Lim, former partner at DLA Piper, practices in the areas of
project development and finance, and has worked on numerous power
and infrastructure projects across Asia.  He has also successfully
counseled clients on matters involving cross-border mergers and
acquisitions, joint ventures, venture capital investments, debt
restructuring, and certain aspects of international trade laws and
WTO regulations.

Chris Muessel, currently serving as special counsel at Baker &
McKenzie, focuses his practice on mergers and acquisitions, oil
and gas law, project finance, general corporate, and venture
capital/private equity matters.  He also has advised on
transactional law for middle market corporations.  In addition,
Chris is the current chair of the American Chamber of Commerce in
Vietnam.  He will also play an integral role in the development of
the firm's presence in Vietnam upon his February 1 arrival.

Sandor Schick, former counsel at Shearman & Sterling LLP, focuses
his practice on mergers and acquisitions, and corporate finance.  
He earned his J.D. from Columbia University Law School in 1985.  
Sandor graduated from Harvard University with a Ph.D. in 1982 and
an M.A. in 1979.  Mr. Schick is a member of the International
Insolvency Institute, an organization of some of the leading
insolvency practitioners in the world, and has represented
creditors' committees and debtors in the largest restructurings in
Asia.

Adam Summerly, former counsel at Jones Day, focuses his practice
on mergers and acquisitions, energy delivery and power, energy
utilities, private equity, and lending/structured finance and
deliveries.  In 1991, he completed his Law Society Finals from The
College of Law in Guildford, England. Adam earned his B.A. from
the University of Nottingham in 1990.

Lian Yok Tan, former associate at White & Case, focuses her
practice in the areas of energy, infrastructure and project
finance.  She was involved in the development of coal-fired power
plant projects in Thailand; the construction, operation and
maintenance contracts for oil fields in Indonesia; and the
development of wind farm projects in India.  Ms. Tan earned her
LL.B. from the University of Wales in 1993.

Douglas Woloshin serves on the firm's Partners' Board and heads
the Project Finance Practice Group, in addition to his work in
Singapore.  Doug concentrates his practice in the areas of
corporate law, mergers and acquisitions, real estate, and
corporate and project finance.  He also has accumulated experience
in cross-border transactions, venture capital/private equity
financing, distressed asset transactions, and international joint
venture formation as well as being a tax accountant.  A member of
the American Bar Association, Mr. Woloshin is a 1973 graduate of
Georgetown University Law Center and a graduate of Villanova
University.

                       About Duane Morris

Duane Morris LLP -- http://www.duanemorris.com/-- among the 100  
largest law firms in the world, is a full- service firm of more
than 600 lawyers.  In addition to legal services, Duane Morris has
independent affiliates employing approximately 100 professionals
engaged in other disciplines.  With offices in major markets, and
as part of an international network of independent law firms,
Duane Morris represents clients across the United States and
around the world.


* Nick Chapman Joins Knox & Co. as Director
-------------------------------------------
Nick Chapman has joined Knox & Co. as a Director.

Mr. Chapman comes to Knox from Pall Mall Capital where he was
Managing Director responsible for numerous middle-market
engagements on behalf of primarily European clientele.

Prior to his time at Pall Mall Capital, Mr. Chapman was Managing
Director of Dunn Johnston & Company, a middle-market investment
banking boutique.  Prior to this he was Vice President with Carey
Metts & Associates, a beverage distributor.

"The firm is excited to add someone of Nick's caliber to the
team," said Jeff Gaynor, Managing Director at Knox.  "We are
particularly excited about Nick's knowledge of the European
middle-market as a complement to Knox's extensive Asian
experience."

Mr. Chapman has an undergraduate degree from Duke University and
earned his MBA from the New York University Leonard N. Stern
School of Business.  He currently resides in Norwalk, CT.

Knox & Co. -- http://www.knoxandco.com/-- is an investment  
banking, consultancy and advisory firm specializing in two
complementary advisory disciplines: Investment Banking and
Corporate Reorganization.  The firm undertakes assignments
throughout North America and, when necessary, abroad.  Knox & Co.
conducts its securities-related business through its wholly owned
subsidiary, Knox Securities Corp., member NASD.  In addition, the
firm enjoys strategic alliances with major Asian financial
institutions, including Mitsubishi UFJ Securities Co., Ltd.


* BOND PRICING: For the week of January 15 - January 20, 2006
-------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
AHI-DFLT07/05                         8.625%  10/01/07    72
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    75
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    72
Archibald Candy                      10.000%  11/01/07     0
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     1
Autocam Corp.                        10.875%  06/15/14    28
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     7
Better Minerals                      13.000%  09/15/09    75
Burlington North                      3.200%  01/01/45    57
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    69
Cell Therapeutic                      5.750%  06/15/08    74
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    41
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    69
Dana Corp                             5.850%  01/15/15    71
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             7.000%  03/15/28    72
Dana Corp                             9.000%  08/15/11    73
Dana Corp                            10.125%  03/15/10    74
Decode Genetics                       3.500%  04/15/11    71
Delco Remy Intl                       9.375%  04/15/12    38
Delco Remy Intl                      11.000%  05/01/09    42
Delta Air Lines                       2.875%  02/18/24    66
Delta Air Lines                       7.700%  12/15/05    71
Delta Air Lines                       7.900%  12/15/09    69
Delta Air Lines                       8.000%  06/03/23    68
Delta Air Lines                       8.300%  12/15/29    69
Delta Air Lines                       9.250%  03/15/22    68
Delta Air Lines                       9.250%  12/27/07    67
Delta Air Lines                       9.750%  05/15/21    67
Delta Air Lines                      10.000%  08/15/08    73
Delta Air Lines                      10.125%  05/15/10    70
Delta Air Lines                      10.375%  02/01/11    67
Delta Air Lines                      10.375%  12/15/22    69
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    70
Dov Pharmaceutic                      2.500%  01/15/25    48
Dura Operating                        8.625%  04/15/12    35
Dura Operating                        9.000%  05/01/09     7
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    72
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Finova Group                          7.500%  11/15/09    31
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.700%  05/15/97    75
Global Health Sc                     11.000%  05/01/08     4
Golden Books Pub                     10.750%  12/31/04     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Home Prod Intl                        9.625%  05/15/08    45
Insight Health                        9.875%  11/01/11    29
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    31
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    30
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                      12.750%  02/01/03    13
Kellstrom Inds                        5.750%  10/15/02     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            8.990%  07/05/10     6
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    29
Kmart Funding                         9.440%  07/01/18    15
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    67
Lifecare Holding                      9.250%  08/15/13    74
LTV Corp                              8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    68
MRS Fields                            9.000%  03/15/11    68
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    55
Northern Pacific RY                   3.000%  01/01/47    55
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    75
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    70
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     6
Outboard Marine                      10.750%  06/01/08     6
Overstock.com                         3.750%  12/01/11    73
Pac-West-Tender                      13.500%  02/01/09    33
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     8
Pixelworks Inc                        1.750%  05/15/24    73
Pliant Corp                          13.000%  07/15/10    54
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    61
Primus Telecom                       12.750%  10/15/09    73
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13     9
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    71
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      8.700%  10/07/08    43
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    54
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    35
United Air Lines                      9.560%  10/19/18    58
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    52
United Air Lines                     10.850%  02/19/15    52
United Homes Inc                     11.000%  03/15/05     0
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     6
Werner Holdings                      10.000%  11/15/07     9
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.750%  04/15/10     0
Xerox Corp                            0.570%  04/21/18    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***