TCR_Public/070124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 24, 2007, Vol. 11, No. 20

                             Headlines

155 EAST: NTH Advisory Deal Prompts S&P's Developing CreditWatch
37-02 PLAZA: Case Summary & 20 Largest Unsecured Creditors
ABENGOA BIOENERGY: S&P Puts Loan's B Rating on Negative Watch
ACE SECURITIES: S&P Cuts Rating on Class B-2 & Puts Negative Watch
ACS MEDIA: S&P Affirms Ratings and Removes Negative CreditWatch

ADVANCED MARKETING: U.S. Trustee Appoints 5-Member Creditors Panel
ADVANCED MARKETING: Wants Until March 29 to File Schedules
ADVANCED MICRO: Incurs $574 Million Net Loss in 2006 4th Quarter
AIR AMERICA: French Family Eyes in Buying Assets
AIRTRAN HOLDINGS: Urges Midwest Shareholders to Mull Merger Offer

AK STEEL: Board Authorizes $75 Million Pension Fund Contribution
AMERICAN TOWER: Launches Cash Offer for 5% Convertible Notes
ANTHONY MARTINEZ: Voluntary Chapter 11 Case Summary
BANKRUPTCY MANAGEMENT: S&P Junks Rating on $150 Million PIK Notes
CARIBE MEDIA: S&P Holds B Corporate Credit Rating & Removes Watch

CBD MEDIA: S&P Holds Corporate Credit Rating at B & Removes Watch
CERADYNE INC: Gets $6 Million Body Armor Order from U.S. Army
CLEARWATER FUNDING: Moody's Withdraws Ratings on Senior Notes
COLLINS & AIKMAN: Creditors Committee Supports Reorganization Plan
COMNETIX INC: Board Approves Amended L-1 Identity Agreement

COMNETIX INC: Bio-key Commences Competing Offer
COMNETIX INC: Shareholders' Meeting Moved to February 2
COMPLETE RETREATS: Wants to Extend Plan-Filing Period to April 19
COOPER COMPANIES: Discloses Planned $1 Billion Refinancing
COOPER COMPANIES: Moody's Rates $350 Million Senior Notes at Ba3

COOPER COMPANIES: S&P Rates Proposed $350 Mil. Senior Notes at BB-
COVANTA ENERGY: Moody's Rates New $1.3 Billion Sr. Facility at Ba2
COVANTA HOLDING: S&P Rates $1.3 Billion Credit Facilities at BB-
CWABS ASSET: Moody's Rates Class B Certificates at Ba1
DAIMLERCHRYSLER: Inks Deal Selling 7.5% EADS Stake

DAIMLERCHRYSLER: Chairman Unveils Diesel BLUETEC: Reduces Fuel Use
DELTA AIR: Gerald Grinstein Says No Merger Talks with Northwest
DELTA AIR: Files Plan and Disclosure Statement Revisions
DELTA AIR: Classification & Treatment of Claims Under Revised Plan
DIRECT GENERAL: A.M. Best Affirms Ratings & Says Outlook is Stable

DURA AUTOMOTIVE: De Minimis Claims Settlement Protocol Approved
DURA AUTOMOTIVE: Judge Carey Appoints Warren Smith as Fee Auditor
EASYLINK SERVICES: Committee to Evaluate Strategic Alternatives
ENESCO GROUP: Inks Asset Purchase Agreement with Tinicum Capital
FIDELITY NATIONAL: Completes Refinancing of Credit Facilities

FIDELITY NATIONAL: Fitch Rates New $3 Bil. Sr. Facilities at BB+
FLYI INC: Exclusive Plan Solicitation Period Extended to April 30
FLYI INC: Files Schedule of Executory Contracts & Unexpired Leases
FORD MOTOR: Losing $1 Billion Annually on Counterfeit Auto Parts
FORREST HILL: Case Summary & 20 Largest Unsecured Creditors

GARDEN CITY: Moody's Holds Ba1 Rating on $19 Million Bonds
GLOBAL POWER: Court Extends Removal Period to March 27
GLOBAL POWER: Walks Away from Heat Recovery Contract
GREIF INC: Moody's Rates $300 Mil. Senior Unsecured Notes at Ba2
HOME FRAGRANCE: Wants Court Approval to Reject Unexpired Leases

HOMEGOLD FINANCIAL: Former CEO's Securities Fraud Trial Starts
JEAN COUTU: Rite Aid Shareholders Approve Drugstores Purchase
KOKOPELLI TOURS: Case Summary & Seven Largest Unsecured Creditors
LIBERTY SQUARE: Moody's Holds Junk Ratings on $18.25 Million Notes
LIBERTY SQUARE: Moody's Junks Rating on $10 Million Class D Notes

MALDEN MILLS: Chrysalis Capital Chosen as Stalking Horse Bidder
NORTHWEST AIRLINES: Estimates $9.5 Billion in Unsecured Claims
ON TOP COMMS: Georgia Asset Sale Hearing Slated for February 8
PACIFIC LUMBER: Has Until Friday to Use Lenders' Cash Collateral
PACIFIC LUMBER: Scotia Gets Nod for Interim Use of Cash Collateral

PACIFIC LUMBER: Chapter 11 Filing Prompts S&P's Default Rating
PACIFIC SHORES: Moody's Upgrades Rating on Class 1 and 2 Shares
PILGRIM'S PRIDE: Prices $650 Million of Senior Notes
PIRRONE HOLDINGS: Case Summary & Seven Largest Unsecured Creditors
R.G. PHARMACY: Case Summary & 20 Largest Unsecured Creditors

REFCO INC: Chapter 7 Trustee Objects to FGS' $12 Million Claims
RITE AID: Shareholders Okay Purchase of Jean Coutu Drugstore Chain
SEA CONTAINERS: Committee Taps Houlihan Lokey as Financial Advisor
SEA CONTAINERS: Withdraws Plea for Non-Debtor Assets Sale Protocol
SEARS HOLDINGS: C. Monaghan Resigns as Chief Financial Officer

SUN MICROSYSTEMS: Inks Landmark Agreement with Intel Corp.
THERMOVIEW INDUSTRIES: Discloses Management Buyout by Blackstreet
THOMPSON & WALTERS: Can Make $5.5MM Partial Payment to Union Bank
TRANSDIGM INC: Fitch Holds B- Rating on Sr. Notes & Removes Watch
US INVESTIGATIONS: Moody's B1 Rating on $670 Million Loans

VENETO LLC: U.S. Trustee Appoints Three-Member Creditors Committee
VESTA INSURANCE: Receiver Can Sell CCP Interest for $6.2 Million
WARD PRODUCTS: Files Liquidation Plan and Disclosure Statement
WARD PRODUCTS: Taps Amper Politiziner to Prepare Tax Returns
WARD PRODUCTS: Wants Biditup to Sell NJ & NY Facilities

WASHINGTON MUTUAL: Moody's Rates Class B-2 Certificates at Ba2
YANKEE CANDLE: Moody's Junks Rating on $225 Million Senior Notes

* Upcoming Meetings, Conferences and Seminars

                             *********

155 EAST: NTH Advisory Deal Prompts S&P's Developing CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on
casino owner and operator 155 East Tropicana LLC on CreditWatch
with developing implications.

The CreditWatch listing reflects the company's report that it had
signed a letter of intent to be acquired by an investment group
led by NTH Advisory Group LLC.  Under the terms of the letter, the
buyer has offered to purchase all of the outstanding membership
interests for a purchase price of $95 million in cash and the
payment of certain accrued royalties.

In addition, the buyer will be responsible for any repurchases,
and related costs, of the company's $130 million in principal
amount of 8.75% senior secured notes due 2012 as a result of the
proposed change of control of the company.  As currently proposed,
the transaction is expected to close by June 30, 2007, but under
certain conditions may be closed as late as April 30, 2008.  The
closing will also be subject to the completion of due diligence,
financing, and licensing, among other customary conditions.  

Pursuant to the letter, both parties agreed that the buyer has an
exclusive right to negotiate the purchase until March 13, 2007.

In resolving its CreditWatch listing, Standard & Poor's will
continue to monitor developments associated with a potential
acquisition of the company.

Should the company's outstanding notes be fully redeemed, Standard
& Poor's would withdraw its ratings on Tropicana.  However, should
some or all of the debt remain outstanding under a more highly
leveraged capital structure, ratings could be lowered.


37-02 PLAZA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 37-02 Plaza LLC
        37-02 Main Street
        Flushing, NY 11354

Bankruptcy Case No.: 07-40313

Type of Business: The Debtor operates a shopping center.

Chapter 11 Petition Date: January 22, 2007

Court: Eastern District of New York (Brooklyn)

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

Total Assets: $930,000

Total Debts:  $1,478,296

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Genking LLC                   Rent                      $160,000
37-02 Main Street
Flushing, NY 11354

Perfect Match Furniture       Security deposit           $50,000
37-02 Main Street
Flushing, NY 11354

Heig Sing Jewelry             Security deposit           $42,796
37-02 Main Street
Flushing, NY 11354

NY Electronic Inc.            Security deposit           $40,000
37-02 Main Street
Flushing, NY 11354

D&L Jewelry                   Security deposit           $25,920

Lin Fashion Outlet            Security deposit           $24,000

Hang Seng Jewelry             Security deposit           $20,800

Pang Ying Chen                Security deposit           $14,800

Hai Xuan Inc.                 Security deposit           $13,560

Xla Lin                       Security deposit           $13,520

Skin Station Queens Inc.      Security deposit           $10,400

Jane Choue                    Security deposit            $9,600

Wai Lin Chen                  Security deposit            $8,000

Pang Yin Chen                                             $7,200

P. Jay Jewelry Corp.          Accountants                 $5,600

Triple Five International     Security deposit            $5,200
Inc.

Con Edison                    Utilities                   $5,000

Maggie's Design Workshop      Security deposit            $4,400

MT International Marketing    Security deposit            $4,000

618 Gift Shop                 Security deposit            $3,900


ABENGOA BIOENERGY: S&P Puts Loan's B Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on
Abengoa Bioenergy of Nebraska's $90 million senior secured credit
facility on CreditWatch with negative implications.

ABNE is constructing and will operate an 88 million gallon per
year dry-mill ethanol plant in Ravenna, Nebraska.

"The CreditWatch listing reflects our concerns about the Abengoa
Bioenergy's ability to service its debt prior to completion of
construction," said Standard & Poor's credit analyst Arthur
Simonson.

The project recently revised its construction schedule, pushing
substantial completion back to April 30, 2007 from Feb. 27, 2007.

Fru-Con Austin J.V., the engineering, procurement, and
construction contractor for the project, remains subject to
liquidated damages for up to four months of construction delay
beginning in mid-April as opposed to the end of February.

However, inclement weather and scarcity of subcontractors could
further delay completion.

Standard & Poor's said that it will resovle the CreditWatch
listing upon substantial completion of the ethanol plant.  The
rating could be lowered if Abengoa Bioenergy's cash on hand is
depleted during construction and can't fulfill its financial
obligations to the lenders.

Additional construction delays on the order of two to four months
could also lead to a rating action.


ACE SECURITIES: S&P Cuts Rating on Class B-2 & Puts Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
B-2 from ACE Securities Corp. Home Equity Loan Trust Series 2005-
SL1 to 'B' from 'BB+' and placed it on CreditWatch with
negative implications.

The lowered rating and CreditWatch placement reflect the
deteriorating performance of the collateral in the pool.  Credit
support for this transaction is derived from a combination of
subordination, excess interest, and overcollateralization.  Credit
enhancement is currently projected to fall significantly below the
original credit support amount of 13.15%.  While actual credit
enhancement is 9.74% of the current pool balance, additional
losses resulting from foreclosures  and REOs will likely erode
much of the $5,251,200 of overcollateralization.

Cumulative losses are $9,075,249 for this transaction, or 3.51% of
the original pool balance.  As of the December 2006 distribution
date, total delinquencies, as a percentage of the current pool
principal balance, were 12.65%, and 6.49% were categorized as
seriously delinquent.  The outstanding pool balance of this series
is 49.09% of its original size.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the delinquent loans translate into
realized losses, Standard & Poor's may take further negative
rating action on class B-2, depending on the size of the losses
and remaining credit support.
    
       Rating Lowered And Placed On Creditwatch Negative
   
               ACE Securities Corp. Home Equity
                  Loan Trust Series 2005-SL1

                              Rating
                              ------
              Class     To               From
              -----     --               ----
              B-2       B/Watch Neg      BB+


ACS MEDIA: S&P Affirms Ratings and Removes Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ACS
Media LLC, Caribe Media Inc, and CBD Media Holdings LLC, including
their 'B' corporate credit ratings.

These ratings were removed from CreditWatch where they were placed
with negative implications on Dec. 14, 2006.

The outlooks for all three entities are stable.

The ratings affirmations comes after a review of the planned
combination of Local Insight Media LLC and CBD Media LLC, which
was reported in December 2006.  Local Insight Media is the
ultimate holding company of ACS Media and Caribe Media.  The
agreement calls for 100% of the membership interests of CBD Media
Holdings, the parent of CBD Media, to be contributed to Local
Insight Media.  CBD Media will be operated as a subsidiary of
Local Insight Media.  Spectrum Equity Investors currently owns
about 95% of CBD Media Holdings.  Local Insight Media is
currently owned by Welsh, Carson, Anderson & Stowe.

Upon completion of the transaction, which is expected in the 2007
first quarter, WCAS will own a majority of Local Insight Media,
with Spectrum holding a significant minority position.  Pro forma
revenues for the combined company are about $225 million.


ADVANCED MARKETING: U.S. Trustee Appoints 5-Member Creditors Panel
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
has appointed five creditors to the Official Committee of
Unsecured Creditors in Advanced Marketing Services Inc. and its
debtor-affiliates Chapter 11 cases.

The Creditors Committee members are:

   (1) Random House, Inc.
       400 Hahn Road
       Westminster, MD 21157
       Attn: William C. Sinnott
       Tel: (410) 386-7480
       Fax: (410) 386-7439

   (2) Penguin Group USA Inc.
       375 Hudson Street
       New York, NY 10014
       Attn: Alexander Gigante
       Tel: (212) 366-2959
       Fax: (212) 366-2867

   (3) Hachette Book Group USA
       3 Center Plaza
       Boston, MA 02108
       Attn: Dennis J. Balog
       Tel: (617) 263-1880
       Fax: (617) 263-2852

   (4) Grove/Atlantic
       841 Broadway
       New York, NY 10003
       Attn: E. Morgan Entrekin, Jr.
       Tel: (212) 614-7975
       Fax: (212) 529-9725

   (5) Wisdom Publications, Inc.
       199 Elm Street
       Somerville, MA 02144
       Attn: Timothy McNeill
       Tel: (617) 776-7416
       Fax: (617) 776-7841

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

                      About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,   
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MARKETING: Wants Until March 29 to File Schedules
----------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend to
March 29, 2007, their deadline to file:

  -- schedules of assets and liabilities;
  -- a schedule of current income and expenditure;
  -- a schedule of executory contracts and unexpired leases; and
  -- a statement of financial affairs.

Under Rule 1007(b) of the Federal Rules of Bankruptcy Procedure
and Rule 1007-1(b) of the Local Rules of Bankruptcy Practice and
Procedure of the U.S. Bankruptcy Court for the District of
Delaware, the Debtors are required to file their Schedules and
Statements within 30 days after filing their chapter 11 petitions.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, however, tells Judge Christopher S. Sontchi
that because of the substantial size and scope of the Debtors'
business, the complexity of their financial affairs, the limited
staffing available to perform the required internal review of
their accounts and affairs, and the press of business incident to
the commencement of their cases, the Debtors were unable to
assemble, prior to Dec. 29, 2006, all of the information necessary
to complete and file the Schedules and Statements.

The Debtors will not be in a position to complete the Schedules
and Statements within the time specified in Bankruptcy Rule 1007
and Local Rule 1007-1(b), Mr. Heath relates.  Completing the
Schedules and Statements for each of the Debtors, Mr. Heath
explains, will require the collection, review and assembly of
information from multiple locations throughout the United States.

                      About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services Inc.
-- http://www.advmkt.com/-- provides customized merchandising,   
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MICRO: Incurs $574 Million Net Loss in 2006 4th Quarter
----------------------------------------------------------------
Advanced Micro Devices Inc. reported financial results for the
quarter ended Dec. 31, 2006.  As a result of AMD's acquisition of
ATI, fourth quarter financial results include the results of the
former ATI operations beginning Oct. 25, 2006.  Because comparison
of fourth quarter consolidated financial results to previous
periods do not correlate directly, AMD has provided non-GAAP
financial measures for AMD's historical business (pre-acquisition
AMD).  Management believes this non-GAAP presentation will aid
investors by presenting current and historical results in a form
that makes it easier to compare current period results with
historical results.

AMD reported fourth quarter 2006 revenue of $1.77 billion, an
operating loss of $527 million, and a net loss of $574 million.  
These results include acquisition-related and integration charges
of $550 million and $27 million of employee stock-based
compensation expense.

"We believe we once again gained microprocessor unit share in the
quarter, as we did in the year, by continuing to execute against
our customer acquisition strategy and our product, technology and
manufacturing plans," said Robert J. Rivet, AMD's chief financial
officer.

Excluding the former ATI operations, acquisition-related and
integration charges, and employee stock-based compensation
expense, AMD reported fourth quarter revenue of $1.37 billion and
operating income of $63 million compared with revenue of $1.35
billion and operating income of $272 million for the fourth
quarter of 2005.  Comparable third quarter 2006 revenue was $1.33
billion and operating income was $142 million.

AMD revenue increased 33% to $5.25 billion and operating income
increased 9% to $600 million for the year ended Dec. 31, 2006,
excluding the former ATI operations, acquisition-related and
integration charges, and employee stock-based compensation
expense.  This compares with revenue of $3.94 billion and
operating income of $548 million for the year ended Dec. 25, 2005.

Fourth quarter 2006 gross margin was 40%, excluding acquisition-
related charges and stock-based compensation expense for the
applicable periods, compared to 52% in the third quarter of 2006
and 57% in the fourth quarter of 2005.  The decrease from the
prior quarter was due largely to significantly lower server
processor average selling prices and the inclusion of the former
ATI operations.

                       Computation Products

Fourth quarter microprocessor unit shipments grew 26% year-over-
year and 19% sequentially as customers continued leveraging AMD
solutions to provide greater choice to the market.

Fourth quarter demand for AMD mobile processors was especially
strong, resulting in record unit shipments and revenue.  Mobile
processor unit shipments and revenue both increased 41 percent
quarter-over-quarter.  Year-over-year, mobile processor unit
shipments increased 76% and revenue increased 85%.  Desktop
processor revenue was also strong in the quarter, led by demand
for AMD Athlon(TM) 64 X2 dual-core processors.  Overall server
processor unit shipments were essentially flat compared to the
third quarter and ASPs were down significantly.

AMD commenced first revenue shipments of 65nm processors in
December as planned.

      Graphics and Chipsets, and Consumer Electronics Segments

Revenue from Graphics and Chipsets, and Consumer Electronics
segments for the period beginning Oct. 25, 2006, was $398 million.  
Solid demand for chipsets contributed to Graphics and Chipsets
segment revenue of $278 million.  Revenue of $120 million for the
Consumer Electronics segment was driven by demand for handheld
products and game console royalties.

                       Additional Highlights

   -- AMD's acquisition of ATI closed on October 24, joining two
      industry leading technology companies to create a processing
      powerhouse.  

   -- AMD demonstrated its next-generation processor code-named
      "Barcelona", the industry's first native quad-core x86
      server processor, in a four-socket system running 64-bit
      Windows(R) Server 2003.  "Barcelona" will deliver
      significant architectural and performance-per-watt
      enhancements inside a consistent thermal envelope.  

   -- Customers continued to expand the number of AMD-based
      solutions targeting the commercial market, including:  

         * Dell launched two new servers powered by AMD Opteron
           processors and its first AMD-based commercial client
           desktop and notebook systems.  

         * Sun announced three Sun Fire X4000 servers.  

         * IBM introduced its first AMD-based 1P tower server, the
           IBM System x3105.  

         * HP expanded its portfolio of AMD-based servers and
           blades for the datacenter with the addition of the 1U
           2-socket HP ProLiant DL365 server and the 4-socket
           ProLiant BL685c server blade.  HP also introduced the
           HP dx2255 and dx2250 commercial desktops.  

         * Gateway became the latest global computer manufacturer
           to offer AMD Opteron-based servers, debuting three new
           rack mount servers.  

         * Samsung introduced the DB-V60 commercial desktop in
           Korea.  

   -- AMD continues to be a technology partner of choice for an
      increasing number of enterprises.  M&T Bank, ServiceMaster,
      Sutter Health, and Wyeth Pharmaceuticals, among others,
      joined the growing ranks of enterprise customers adopting
      AMD64 technology.  

   -- AMD Opteron processor-based systems remained the fastest
      growing platform on the TOP500 Supercomputing list.  There
      are 113 AMD Opteron processor-based systems on the list,
      including three of the top 10, as reported by the TOP500
      Organization.  

   -- Nintendo launched the Wii, featuring an ATI graphics
      processor code-named "Hollywood", helping to enable a next-
      generation gaming experience for the innovative new gaming
      console.  

   -- AMD's industry-leading Imageon(TM) family of media
      processors from ATI for handsets continued to gain momentum
      in the quarter with more than ten new phone introductions
      from Motorola, Panasonic Mobile Communications, HTC, O2,
      Vodaphone, Cingular, Softbank, DoComo, and Chungwa Telecom.
      New devices include RIZR Z3, the SLVR L7e, Palm Treo 750v,
      and several Windows Mobile 5.0 based devices launched by
      global carriers.  

   -- AMD brought multi-GPU technology to the masses with the
      introduction of the ATI Radeon(TM) X1650 XT featuring
      CrossFire(TM) technology.  With its incredible image quality
      and strong performance, the ATI Radeon X1650 XT delivers
      enthusiast-class features at a mainstream price point.

                           About AMD

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

                         *     *     *

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

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


AIR AMERICA: French Family Eyes in Buying Assets
------------------------------------------------
A New York-area family and its team of investors would likely
Purchase Piquant LLC, The Wall Street Journal reports.

Citing people familiar with the matter, WSJ relates that the
French family of Westchester, New York, owner of New York City-
area television concern WRNN, expressed interest in buying the
company's assets.

The company officials and the French family were not available for
comment nor an agreement has been announced.

Air America Radio, aka Piquant LLC -- http://www.airamerica.com/-  
- is a full-service radio network and program syndication service
in the United States.  The network features discussion and
information programs reflecting a liberal, left wing, or
progressive point of view.  Air America filed a voluntary Chapter
11 petition on Oct. 13, 2006 (Bankr. S.D. N.Y. Case No: 06-12423)
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for bankruptcy, it
disclosed total assets of approximately $4.3 million and total
debts of over $20 million.


AIRTRAN HOLDINGS: Urges Midwest Shareholders to Mull Merger Offer
-----------------------------------------------------------------
Joe Leonard, chairman and chief executive officer of AirTran
Holdings Inc., and Bob Fornano, president and chief operating
officer of AirTran, sent a letter to the shareholders of Midwest
Air Group Inc. relating to the exchange offer AirTran has
commenced as part of its proposal to combine AirTran with Midwest.

According to the letter, AirTran Holdings Inc.'s offer to exchange
for $13.25 -- consisting of $6.625 in cash and 0.5884 of a share
of AirTran common stock as determined as of the time of its offer
-- for each share of Midwest Air Group that shareholders own.  The
letter provides information, so that shareholders may better
understand why AirTran is convinced that it offers superior value
for Midwest shareholders' investment.

For several months, AirTran has tried to engage Midwest management
in discussions concerning the merits of combining the two
companies and the benefits it would bring to all Midwest
stakeholders.  Midwest's Board and management have, however,
declined AirTran's requests to explore such a combination.

Even after Dec. 13, 2006, when AirTran made its proposal of
Oct. 20, 2006 public, the reply was that the "ball was in our
court".  As AirTran saw it, the next step was to bring its offer
directly to the owners of Midwest, so that they would have the
opportunity to act in their own financial interests.

AirTran's offer not only provides shareholders with a significant
premium to Midwest's stock price before AirTran made its offer
public, but also that it offers the upside potential of continuing
to own shares in a combined AirTran and Midwest.  AirTran believes
the merged company would be a stronger, truly national low-cost
carrier offering a high quality product that would generate
improved profit potential through a number of revenue and cost
synergies.  The combined carrier will be better able to succeed in
an increasingly competitive environment; it would expand service
in Milwaukee and Kansas City; and provide more low fares to more
cities.  AirTran also expects the combined company to create more
jobs and increase advancement opportunities for employees of both
airlines, and increase the economic benefit of travel and tourism
to the cities in which AirTran and Midwest currently operate.

In the letter, AirTran asked Midwest shareholder to read the
strategic plan that Midwest filed on Jan. 10, 2007, which
demonstrates the Midwest management's determination to continue
Midwest as a standalone carrier.  In AirTran's view, this would
leave Midwest highly vulnerable to competitive incursions from
both larger carriers with costs restructured in bankruptcy and to
the inevitable expansion of low cost competition.  AirTran
believed the effect of these increased levels of competition would
be exacerbated by the relatively modest size of Midwest and the
increasingly burdensome cost structure that its fleet of older,
less fuel-efficient aircraft will entail.  Moreover, Midwest's
record over the past five years showed that that existing
management has been unable to achieve anything approaching
consistent profitability.

A combination with AirTran will result in a carrier with not only
a superior product but the fleet and cost structure to compete
with anyone.

In the letter, AirTran asked Midwest shareholders to speak
directly to the Midwest Board.  AirTran urged Midwest shareholders
to tender their shares pursuant to AirTran's offer, and to let the
Midwest Board negotiate a merger agreement with AirTran.

                        About Midwest Air

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

                          About AirTran

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

                          *    *    *

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

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


AK STEEL: Board Authorizes $75 Million Pension Fund Contribution
----------------------------------------------------------------
The Board of Directors of AK Steel Corp. has authorized the
company to make an early $75 million contribution to its pension
trust fund.  Following this early contribution, which will be
made during the 2007 first quarter, AK Steel will have made
$434 million in early and voluntary pension fund contributions in
the last two years.

"Funding our retiree pension obligation continues to be among the
highest of our corporate priorities," said James L. Wainscott,
chairman, president and CEO. "We are extremely proud that we have
been able to continue to fund our retiree health care and pension
costs, especially in light of the fact that most of our steel
industry competitors have reduced or eliminated their legacy
obligations through the bankruptcy process."

Headquartered in Middletown, Ohio, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless  
and electrical steels, as well as tubular steel products for the
automotive, appliance, construction and manufacturing markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006
Moody's Investors Service confirmed its B1 Corporate Family Rating
for AK Steel Corporation.


AMERICAN TOWER: Launches Cash Offer for 5% Convertible Notes
------------------------------------------------------------
American Tower Corporation commenced a cash tender offer for its
5% Convertible Notes due 2010.  The tender offer is intended to
satisfy the rights granted to each holder under the indenture for
the Notes to require the company to repurchase on Feb. 20, 2007
all or any part of such holder's Notes at a price equal to the
issue price plus accrued and unpaid interest, if any, up to but
excluding Feb. 20, 2007.

Under the terms of the Notes, the company has the option to pay
for the Notes with cash, Class A common stock, or a combination of
cash and stock. The Company has elected to pay for the Notes
solely with cash.

As of Jan. 16, 2007, approximately $252.2 million of the Notes
were outstanding.

If all outstanding Notes are surrendered for repurchase, the
aggregate cash repurchase price will be $252.4 million.  The
company intends to use cash on hand or borrowings under its credit
facilities to finance these repurchases of the Notes.

The company expects to continue to return capital to its
shareholders through its stock repurchase program and anticipates
that it will repurchase or refinance a portion of its outstanding
indebtedness during 2007.  In order to fund such efforts, the
company likely will raise additional capital in 2007, which may
include a securitization of certain of the company's tower assets,
new or incremental credit facilities, or other potential financing
transactions.  Consistent with the company's financial strategy,
any such financing activities would be designed to maintain
financial flexibility and reduce the company's cost of capital.

In order to surrender Notes for repurchase pursuant to the tender
offer and put right, a repurchase notice must be delivered to The
Bank of New York Trust Company, N.A., the trustee for the Notes,
on or before 5:00 p.m., New York City time, on Feb. 20, 2007.  
Holders of Notes complying with the transmittal procedures of the
Depository Trust Company need not submit a physical repurchase
notice to The Bank of New York Trust Company, N.A.  Holders may
withdraw any Notes previously surrendered for repurchase at any
time prior to 5:00 p.m., New York City time, on Feb. 20, 2007.

The Notes are convertible into 19.4175 shares of Class A common
stock per $1,000 principal amount of the Notes, subject to
adjustment under certain circumstances.  On Jan. 19, 2007, the
last reported sales price of our Class A common stock on the NYSE
was $40 per share.

                       About American Tower

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

                         *     *     *

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


ANTHONY MARTINEZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Anthony D. Martinez
        dba Martinez Farms
        341 West Brisa Drive
        Gilbert, AZ 85233

Bankruptcy Case No.: 07-00243

Chapter 11 Petition Date: January 22, 2007

Court: District of Arizona (Phoenix)

Debtor's Counsel: Robert M. Cook
                  Law Offices of Robert M. Cook
                  Missouri Commons - Suite #185
                  1440 East Missouri
                  Phoenix, AZ 85014
                  Tel: (602) 285-0288
                  Fax: (602) 285-0388

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

The Debtor did not file a list of his 20 Largest Unsecured
Creditors.


BANKRUPTCY MANAGEMENT: S&P Junks Rating on $150 Million PIK Notes
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Irvine, California-based Bankruptcy Management
Solutions Inc.

The outlook is negative.

Standard & Poor's also assigned its 'B' rating with a '2' recovery
rating, indicating a substantial recovery of principal in the
event of a payment default, to the $235 million, first-lien term
loan, and a 'CCC+' with a '5' recovery rating, indicating a
negligible recovery of principal, to the $125 million, second-lien
term loan.

At the same time, Standard & Poor's assigned a 'CCC+' rating to
the proposed $150 million in senior unsecured PIK notes to be held
at the holding company level.  This proposed issue will be used to
fund a dividend to the private equity sponsors.  

Including the proposed PIK notes, financial leverage is now very
high for the rating, slightly more than 2x from the September 2006
level.

"The ratings reflect the company's narrow business profile, which
is geared toward a niche market, exposure to modest interest rate
declines, as well as high leverage," said Standard & Poor's credit
analyst Stephanie Crane Mergenthaler.  

These factors are partially offset by a leading position in its
market, high customer retention, a recurring contractual revenue
stream, as well as continued growth of trustee accounts.

BMS provides a complete solution, including hardware, software,
and services, to the community of bankruptcy trustees in the
United States, to enable them to manage their cases.  By contract,
the trustees deposit their cash balances with a depository
institution selected by BMS. BMS' compensation is linked to the
amount of bankruptcy funds held in custody.  

BMS has a leading share of the bankruptcy trustee market, which
amount to over 1,200 active members, each managing over 100 cases.  
Trustees generate cash balances based on the liquidation of
assets, typical of Chapter 7 filings.  Over half of BMS' business
comes from Chapter 7 filings, with the remainder from assorted
cases including Chapter 11 transactions.


CARIBE MEDIA: S&P Holds B Corporate Credit Rating & Removes Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ACS
Media LLC, Caribe Media Inc, and CBD Media Holdings LLC, including
their 'B' corporate credit ratings.

These ratings were removed from CreditWatch where they were placed
with negative implications on Dec. 14, 2006.

The outlooks for all three entities are stable.

The ratings affirmations comes after a review of the planned
combination of Local Insight Media LLC and CBD Media LLC, which
was reported in December 2006.  Local Insight Media is the
ultimate holding company of ACS Media and Caribe Media.  The
agreement calls for 100% of the membership interests of CBD Media
Holdings, the parent of CBD Media, to be contributed to Local
Insight Media.  CBD Media will be operated as a subsidiary of
Local Insight Media.  Spectrum Equity Investors currently owns
about 95% of CBD Media Holdings.  Local Insight Media is
currently owned by Welsh, Carson, Anderson & Stowe.

Upon completion of the transaction, which is expected in the 2007
first quarter, WCAS will own a majority of Local Insight Media,
with Spectrum holding a significant minority position.  Pro forma
revenues for the combined company are about $225 million.


CBD MEDIA: S&P Holds Corporate Credit Rating at B & Removes Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ACS
Media LLC, Caribe Media Inc, and CBD Media Holdings LLC, including
their 'B' corporate credit ratings.

These ratings were removed from CreditWatch where they were placed
with negative implications on Dec. 14, 2006.

The outlooks for all three entities are stable.

The ratings affirmations comes after a review of the planned
combination of Local Insight Media LLC and CBD Media LLC, which
was reported in December 2006.  Local Insight Media is the
ultimate holding company of ACS Media and Caribe Media.  The
agreement calls for 100% of the membership interests of CBD Media
Holdings, the parent of CBD Media, to be contributed to Local
Insight Media.  CBD Media will be operated as a subsidiary of
Local Insight Media.  Spectrum Equity Investors currently owns
about 95% of CBD Media Holdings.  Local Insight Media is
currently owned by Welsh, Carson, Anderson & Stowe.

Upon completion of the transaction, which is expected in the 2007
first quarter, WCAS will own a majority of Local Insight Media,
with Spectrum holding a significant minority position.  Pro forma
revenues for the combined company are about $225 million.


CERADYNE INC: Gets $6 Million Body Armor Order from U.S. Army
-------------------------------------------------------------
Ceradyne Inc. received a $6 million delivery order from the U.S.
Marine Corps, Quantico, Virginia.  This order is for Enhanced
Small Arms Protective Inserts to be delivered in the first half of
2007.

"We are pleased to receive this Marine order as it gives us
additional visibility to support our belief that we will meet or
exceed our 2007 guidance provided in November 2006" David Reed,
Ceradyne's President North American Operations, commented.  
"Ceradyne is also pleased with the knowledge that we continue to
save the lives of American fighting men and women.  With our armor
facilities in Lexington, Kentucky, and Costa Mesa and Irvine,
California, we intend to fully meet the delivery and quality
requirements of this new order."

Based in Costa Mesa, California, Ceradyne, Inc., (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets  
advanced technical ceramic products and components for defense,
industrial, automotive and consumer applications.

                           *     *     *

Ceradyne's $50 million revolving credit facility due 2009 carries
Standard & Poor's BB- rating.  The Company's credit rating is also
rated BB- by Standard & Poor's.


CLEARWATER FUNDING: Moody's Withdraws Ratings on Senior Notes
-------------------------------------------------------------
Moody's Investors Service has withdrawn ratings on these notes
issued by Clearwater Funding CBO 2000-A, Ltd.:

   (1) The $265,000,000 Class A Floating Rate Senior Notes Due
       2012

      -- Prior Rating: Aaa
      -- Current Rating: WR

   (2) The $13,500,000 Class B Floating Rate Senior Subordinated
       Notes Due 2012

      -- Prior Rating: Ba1
      -- Current Rating: WR

According to Moody's, the ratings were withdrawn because the notes
were redeemed in full in December 2006.


COLLINS & AIKMAN: Creditors Committee Supports Reorganization Plan
------------------------------------------------------------------
Collins & Aikman Corporation advised the U.S. Bankruptcy Court for
the Eastern District of Michigan overseeing its cases that it has
reached an agreement in principle with the Official Committee of
Unsecured Creditors and the unofficial steering committee for the
company's senior, secured prepetition lenders regarding the terms
of the company's amended plan.  The company intends to file a
revised disclosure statement and plan reflecting the agreement.

"We have recently come to an agreement on the allocation of
litigation trust distributions and funding of the litigation
trust, which clears the way for a consensual plan," said John
Boken, Collins & Aikman's Chief Restructuring Officer.  "We are
pleased to have reached another major milestone in these cases now
that we have the support of our most significant creditor
constituencies and our major customers regarding the terms of our
plan."

Additionally, the company are prepared to move forward on the
hearing to approve the disclosure statement's adequacy tomorrow,
Jan. 25, 2007, with relatively few objections filed, and the
company expects that most of the objections will be resolved prior
to the disclosure statement hearing.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in  
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.


COMNETIX INC: Board Approves Amended L-1 Identity Agreement
-----------------------------------------------------------
ComnetiX Inc. and L-1 Identity Solutions, Inc. have amended the
terms of their previously-announced agreement, entered on
Nov. 15, 2006, for L-1 to acquire all of the outstanding shares of
ComnetiX.

Under the amended agreement, which was executed as of Jan. 9,
2007, L-1 will pay ComnetiX shareholders $1.05 per share in cash
for all of the issued and outstanding shares of ComnetiX, for a
total purchase price of approximately $16 million.  The previous
purchase price was $0.82 per share.  The revised purchase price
from L-1 reflects a premium of more than 100% over the price
of ComnetiX's shares prior to the initial announcement of L-1's
offer in November 2006.  The acquisition will remain structured as
an arrangement under the Canada Business Corporations Act.

The Board of Directors of ComnetiX has confirmed its unanimous
approval of the revised arrangement and its determination that the
revised arrangement is fair to, and in the best interests of,
ComnetiX, its shareholders and warrantholders.  The Board of
Directors of ComnetiX unanimously recommends that ComnetiX's
shareholders and warrantholders vote FOR the special
resolution approving the arrangement, as revised.

L-1 and ComnetiX also agreed to three technical changes to the
proposed arrangement.  First, the date by which the arrangement
must be completed has been extended to March 29, 2007.  Second,
the maximum amount payable by ComnetiX to holders of in-the-money
stock options has been increased from $160,000 to $285,000.  
Third, the amount of cash that ComnetiX must deliver at the
closing of the transaction has been reduced to $1,025,000, to
reflect an increase in payments by ComnetiX to holders of in-the-
money stock options and in the expenses of the transaction.

ComnetiX will mail an amendment to its management information
circular to security holders who are entitled to vote at the
annual and special meeting.  The amendment to the circular will
describe the changes to the arrangement referenced in this press
release and will be accompanied by letters from ComnetiX and L-1.
All other terms of the arrangement, as described by ComnetiX in
its management information circular dated Dec. 18, 2006, remain
unchanged.

Irrevocable voting agreements in favour of the arrangement have
already been signed by directors and officers of ComnetiX,
representing approximately 31 percent of the outstanding shares of
ComnetiX.  Similar agreements have been signed by the holders of
approximately 70% of the outstanding warrants.

                       About L-1 Identity

Based in Stamford, Connecticut, L-1 Identity Solutions, Inc.
(NYSE: ID) -- http://www.l1id.com/- consists of, among other
businesses, the historic operations of Viisage Technology, Inc.
and Identix Inc., which merged on Aug. 29, 2006.  L-1 Identity
Solutions, together with its portfolio of companies, offers a
comprehensive set of products and solutions for protecting and
securing personal identities and assets.  Leveraging the
industry's most advanced multi-modal biometric platform for
finger, face and iris recognition, the company's solutions provide
a circle of trust around all aspects of an identity and the
credentials assigned to it, including proofing, enrollment,
issuance and usage.

                         About ComnetiX

Based in Oakville, Ontario, ComnetiX Inc. (TSX: CXI) --
http://www.ComnetiX.com/-- provides secure identification and  
authentication solutions to both the public and private sectors
throughout North America.  The company offers multimode biometric
identification solutions for use in areas such as applicant
screening, financial services, health care, transportation,
airlines and airports, casinos and gaming, and energy and
utilities.  Clients include American Airlines, Lehman Brothers,
the New York City Health and Hospital Corporation, and other
government services.  The company also provides applicant
fingerprinting services, facilitating tens of thousands of
criminal background checks each year through its chain of ten
offices across Canada.

                         *     *     *

As indicated in the going concern paragraphs in its consolidated
financial statements for the three-months ended Nov. 30, 2006,
Comnetix Inc. had a net loss of $133,186, and an accumulated
deficit of $16,124,825 for the fiscal quarter ended Nov. 30, 2006.  
The company's ability to continue as a going concern is dependent
upon the company achieving a profitable level of operations and
raising additional financing.


COMNETIX INC: Bio-key Commences Competing Offer
-----------------------------------------------
Bio-key International, Inc. has published a Notice of Offer to
purchase all of the outstanding common shares of ComnetiX, Inc.

ComnetiX has not had an opportunity to review and consider the
offer from Bio-key.  The Board of Directors of ComnetiX will make
its recommendation to the shareholders of ComnetiX as soon as
possible to allow for review of its recommendation to
shareholders.

The Notice of Offer indicated that an Offering Circular dated
Jan. 17, 2007 would be mailed to ComnetiX shareholders.

                   Details of Bio-Key's Offer

BIO-key's offer is open for acceptance until 9:00 p.m. (Toronto
time) on Feb. 26, 2007.

Under the offer, ComnetiX shareholders will be entitled to receive
for each ComnetiX share a number of BIO-key shares that will be
determined by dividing $1.29 by the BIO-key Average Trading Price
(which will be the volume weighted average trading price of BIO-
key shares on the OTC Bulletin Board during the ten trading-day
period ending on the second business day prior to the Expiry
Time).  The value of BIO-key's offer represents a 65% premium to
the closing price for ComnetiX shares on Dec. 20, 2006, the last
trading day prior to BIO-key's announcement of its offer for
ComnetiX.  As a result, BIO-key's offer values ComnetiX at
$18.2 million.

BIO-key believes its proposed offer to acquire all the issued and
outstanding common shares of ComnetiX is superior to L-1 Identity
Solutions Inc.'s revised proposal as it offers a significantly
higher price per ComnetiX share and allows shareholders of
ComnetiX to participate in the long-term potential of the combined
company.  In addition, BIO-key believes that the price offered by
L-1 significantly undervalues ComnetiX.  Industry comparables are
currently commanding a multiple of 4 to 5 times revenue while the
revised L-1 offer for ComnetiX remains below 2x revenue.  BIO-key
believes that the long-term potential of the combined company
should be able to command a premium in accordance with industry
comparables.

Northern Financial Corporation, a Canadian merchant bank, has
committed to tender its approximate 12.5% common share interest in
ComnetiX into the BIO-key offer, subject to certain limited rights
of withdrawal.  Including its 12.5% ownership interest, Northern
has control or direction over, or has entered into voting
agreements in connection with 3,464,138 issued shares of ComnetiX
representing approximately 24.5% of the total issued shares of
ComnetiX, and intends to vote all such shares against L-1 Identity
Solutions' current proposal to acquire ComnetiX.
L-1's proposal requires a two-thirds approval by ComnetiX'
shareholders and warrant holders for implementation.

In connection with the tender offer, BIO-key also intends to
proceed with a financing, the proceeds of which will be used for
working capital purposes in the combined BIO-key and ComnetiX
business.  The combined company will carry on business under the
name BIO-key International, Inc.

                   ISS' Analysis of the Offer

In its Short Form Analysis dated Jan. 2, 2007, Institutional
Shareholder Services of Canada Corp., one of Canada's leading
authorities on proxy voting and corporate governance issues,
stated in response to the announced proposed bid by Bio-key
International Inc. on Dec. 21, 2006, "In view of the recent
developments, we feel it would be prudent for shareholders to
study the offer of Bio-key, when such offer is made.  We therefore
recommend that shareholders vote against this resolution
[approving the Arrangement Agreement]."

In its Proxy Alert dated Jan. 11, 2007 in response to the
increased offer by L-1 Identity Solutions Inc., ISS stated, "While
we are encouraged by the amended L-1 offer, it remains a
possibility that the Biokey offer, if made, could be a superior
offer.  However, due to the lack of sufficient details, we
are unable to provide further comments on the Bio-key offer.  We
keep our recommendation unchanged and will provide updates if
warranted by further developments."

Bernard Crotty, Chairman and CEO of ComnetiX stated, "I think that
the reasonable expectation of the shareholders of ComnetiX as a
group is that they will have time to assess the bid that Biokey
said it will make, before voting on the L-1 transaction. This is
how we interpret the recommendation of ISS and we feel that a
postponement of the shareholders meeting is in the
best interests of all parties at this time."

ComnetiX advises shareholders not deposit any common shares to the
Bio-key offer, if and when it commences, and not to take any other
action concerning the offer until shareholders have received
further communications from the Board of Directors. After
commencement of the offer, the Board of Directors will issue a
Directors' Circular that will contain important information for
shareholders, including the Board's recommendation regarding the
Bio-key offer.

                  About Bio-key International

Based in Minneapolis, Minnesota, BIO-key International, Inc. (OTC
BB: BKYI.OB) -- http://www.bio-key.com/-- develops and delivers  
advanced identification solutions and information services to law
enforcement departments, public safety agencies, and government
and private sector customers. BIO-key mobile wireless technology
provides first responders with critical, reliable, real-time data
and images from local, state and national databases.  The
company's high-performance, scalable, cost-effective and easy-to-
deploy biometric finger identification technology accurately
identifies and authenticates users of wireless and enterprise data
to improve security, convenience and privacy and to reduce
identity theft.  Over 2,500 police, fire and emergency services
departments in North America use BIO-key solutions.

                         About ComnetiX

Based in Oakville, Ontario, ComnetiX Inc. (TSX: CXI) --
http://www.ComnetiX.com/-- provides secure identification and  
authentication solutions to both the public and private sectors
throughout North America.  The company offers multimode biometric
identification solutions for use in areas such as applicant
screening, financial services, health care, transportation,
airlines and airports, casinos and gaming, and energy and
utilities.  Clients include American Airlines, Lehman Brothers,
the New York City Health and Hospital Corporation, and other
government services.  The company also provides applicant
fingerprinting services, facilitating tens of thousands of
criminal background checks each year through its chain of ten
offices across Canada.

                         *     *     *

As indicated in the going concern paragraphs in its consolidated
financial statements for the three-months ended Nov. 30, 2006,
Comnetix Inc. had a net loss of $133,186, and an accumulated
deficit of $16,124,825 for the fiscal quarter ended
Nov. 30, 2006.  The company's ability to continue as a going
concern is dependent upon the company achieving a profitable level
of operations and raising additional financing.


COMNETIX INC: Shareholders' Meeting Moved to February 2
-------------------------------------------------------
ComnetiX, Inc. decided to postpone the Annual and Special Meeting
of Shareholders and Warrantholders scheduled for Jan. 19, 2007.  

The meeting will be reconvened at 10:00 a.m. on Friday, Feb. 2,
2007, at The First Canadian Place Gallery, 100 King Street West,
Toronto, Ontario, to vote on the arrangement, as revised, as well
as on other matters.

Based in Oakville, Ontario, ComnetiX Inc. (TSX: CXI) --
http://www.ComnetiX.com/-- provides secure identification and  
authentication solutions to both the public and private sectors
throughout North America.  The company offers multimode biometric
identification solutions for use in areas such as applicant
screening, financial services, health care, transportation,
airlines and airports, casinos and gaming, and energy and
utilities.  Clients include American Airlines, Lehman Brothers,
the New York City Health and Hospital Corporation, and other
government services.  The company also provides applicant
fingerprinting services, facilitating tens of thousands of
criminal background checks each year through its chain of ten
offices across Canada.

                         *     *     *

As indicated in the going concern paragraphs in its consolidated
financial statements for the three-months ended Nov. 30, 2006,
Comnetix Inc. had a net loss of $133,186, and an accumulated
deficit of $16,124,825 for the fiscal quarter ended Nov. 30, 2006.  
The company's ability to continue as a going concern is dependent
upon the company achieving a profitable level of operations and
raising additional financing.


COMPLETE RETREATS: Wants to Extend Plan-Filing Period to April 19
-----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to further extend
their exclusive periods to:

   (a) file a plan of reorganization through and including
       April 19, 2007; and

   (b) solicit votes on that plan through and including June 18,
       2007.

The Debtors have made significant progress toward stabilizing
their business operations, Jeffrey K. Daman, Esq., at Dechert
LLP, in Hartford, Connecticut, relates.  The Debtors have
obtained replacement DIP financing for the duration of their
bankruptcy cases.

In addition, the Debtors have been investigating and pursuing
litigation, with the hope of increasing the ultimate recovery for
creditors, Mr. Daman says.  In particular, the Debtors, along
with the Official Committee of Unsecured Creditors, have filed
numerous motions for examinations pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure; have conducted interviews
with numerous employees and other parties; and have commenced
one, and plan to initiate more, adversary proceedings.

The Debtors have also sought and obtained the Court's permission
to sell substantially all of their assets to Ultimate Resort,
LLC, Mr. Daman points out.  Moreover, the Debtors have filed
motions to sell the properties not included in the Global Asset
Sale, three of which have been granted by the Court.

Once the Global Asset Sale has closed, the Debtors will be in a
position to file a liquidating plan of reorganization, which will
likely include a litigation trust to pursue actions to recover
assets of the Debtors' estates for the benefit of the creditors
and other parties-in-interest, Mr. Daman tells the Court.  The
Debtors have been drafting a liquidating plan that they intend to
negotiate with the Committee, in the hopes of reaching a
consensus.  The Debtors are hopeful that they will finalize and
file a consensual plan prior to April 19, 2007.

The Exclusive Periods should therefore be extended to enable the
Debtors to close the Global Asset Sale and to negotiate,
finalize, and file a consensual liquidating Chapter 11 plan, Mr.
Daman maintains.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COOPER COMPANIES: Discloses Planned $1 Billion Refinancing
----------------------------------------------------------
The Cooper Companies, Inc. disclosed a proposed refinancing which
includes a $650 million revolving credit facility and a proposed
private offering of $350 million aggregate principal amount of
senior notes due 2015.

Cooper intends to use borrowings under the new revolving credit
facility and the net proceeds of the notes offering to repay in
full its $250 million term loan and all outstanding borrowings
under its existing $750 million syndicated bank credit facility,
which will be terminated.  The new revolving credit facility will
be unsecured and will include customary guarantees from domestic
subsidiaries and negative pledges on assets.

The exact terms and timing of the new financing will depend on
market conditions and other factors.

Cooper's proposed new financing is designed to:

   * lock in long-term capital with attractive pricing;

   * provide enhanced strategic and operational flexibility with
     fewer and less restrictive covenants;

   * generate greater borrowing capacity with lower pricing and
     lower fees and eliminate existing debt amortization.

"This new financing is intended to serve our financing needs for
the foreseeable future," Steven M. Neil, Cooper's Chief Financial
Officer said.  "We are pleased to be working with a bank syndicate
that recognizes our improving financial position, our favorable
operational outlook and the significant progress we have made
integrating Ocular Sciences into CooperVision."

                     About Cooper Companies

The Cooper Companies, Inc. (NYSE:COO) -- http://www.coopercos.com/
-- manufactures and markets specialty healthcare products through
its CooperVision and CooperSurgical units. Corporate offices are
in Lake Forest and Pleasanton, Calif.

CooperVision -- http://www.coopervision.com/-- manufactures and  
markets contact lenses and ophthalmic surgery products.
Headquartered in Lake Forest, Calif., it manufactures in
Albuquerque, N.M., Juana Diaz, Puerto Rico, Norfolk, Va.,
Rochester, N.Y., Adelaide, Australia, Hamble and Hampshire
England, Ligny-en-Barrios, France, Madrid, Spain and Toronto.

CooperSurgical -- http://www.coopersurgical.com/-- manufactures  
and markets diagnostic products, surgical instruments and
accessories to the women's healthcare market. With headquarters
and manufacturing facilities in Trumbull, Conn., it also
manufactures in Pasadena, Calif., North Normandy, Ill., Fort
Atkinson, Wis., Montreal and Berlin.

Proclear(R) and Biomedics(R) are registered trademarks and
Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper
Companies, Inc., and its subsidiaries or affiliates.


COOPER COMPANIES: Moody's Rates $350 Million Senior Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3, LGD3, 45% rating to The
Cooper Companies, Inc.'s $350 million senior unsecured notes due
2015.  

Proceeds from the notes, along with a new $650 million five year
revolving credit facility, will be used to refinance the company's
existing bank credit facilities comprised of a $500 million
revolver and a $250 million term loan, which will be terminated.  
The proposed revolver will contain a $250 million accordion that
will be available throughout the life of the facility.  

Concurrently, Moody's assigned a Ba3 Corporate Family Rating, Ba3
Probability of Default Rating, SGL-1 Speculative Grade Liquidity
Rating, and a stable ratings outlook.

The Ba3 Corporate Family Rating primarily reflects the company's
size, moderate amount of debt and stable free cash flow.

"Based on Moody's Medical Products and Device Rating Methodology,
the company's revenue size at $859 million for the twelve months
ended October 31, 2006 maps it to the middle of the 'Ba' rating
category", said Sidney Matti, Analyst at Moody's.

"Moody's expects that the company's revenue size will grow over
the next few years, which will move it toward the upper end of the
'Ba' rating category", said Mr. Matti.

With minimal increases in debt as part of the proposed
transaction, pro forma adjusted debt to EBITDA will remain at
3.7x.  Moody's expects that the company's adjusted leverage
position will decline to below 3.5x by Oct. 31, 2007.

The Corporate Family Rating reflects the recent changes to
Cooper's 2007 revenue guidance, its highly acquisitive nature and
the competitiveness of the contact lens market.  The company has
guided projected revenues for fiscal year 2006 and fiscal year
2007 downward over the past few quarters because of ramp-up issues
related to the silicon hydrogel product and the introduction of
the strip blister packaging in Japan.  

Matti also stated that, "Over the past two and a half years,
Cooper has spent approximately $680 million in debt-financed
acquisitions in order to strengthen its position in both the
contact lens and women's healthcare divisions."

Moody's expects Cooper to continue to engage in acquisitions
within the women's healthcare division with limited acquisition
opportunities in the contact lens arena.  Currently, the four
largest players in the contact lens market have an estimated
combined 96% market share, according to Moody's.

The stable ratings outlook anticipates the contact lens and
women's healthcare markets will continue to grow as the need for
each product increases driven by changing demographics.  With its
position within both segments, Cooper should benefit from this
growth.  The outlook also considers that the company will not
engage in a material acquisition over the ratings horizon.

The SGL-1 rating recognizes that over the next twelve months ended
Oct. 31, 2007, Moody's expects Cooper to generate cash flow from
operations sufficient to cover the company's capital spending
needs.  Additionally, the company will have material availability
under the proposed $650 million revolving credit facility and
adequate cushion under the revolver covenants.

These ratings were assigned:

   -- Ba3, LGD3, 45% $350 million senior unsecured note rating;
   -- Ba3 Probability of Default rating;
   -- SGL-1 Speculative Grade Liquidity rating; and,
   -- Ba3 Corporate Family Rating.

Headquartered in Pleasanton, California, The Cooper Companies,
Inc., through its principal business units, develops, manufactures
and markets healthcare products.  Cooper reported total revenues
for the year ended Oct. 31, 2006 of $859 million.


COOPER COMPANIES: S&P Rates Proposed $350 Mil. Senior Notes at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lake Forest, California-based Cooper Companies Inc. to
'BB-' from 'BB'.

The rating was removed from CreditWatch, where it was placed
Dec. 14, 2006, with negative implications as a result of continued
earnings weakness.

The rating outlook is stable.

In addition, Standard & Poor's assigned its 'BB-' rating to
Cooper's proposed $350 million senior unsecured notes due 2015.

"Cooper has experienced a loss of market share due to its late
entry into the silicone hydrogel soft contact lens market," said
Standard & Poor's credit analyst Cheryl Richer.  

While the company rolled out its Biofinity silicone hydrogel
monthly sphere in 2006, production of this product remains
limited, and commercialization of other key products are not
slated until later in 2007.

"Given the high proportion of new patients being fitted with
silicone hydrogel lenses and the potential conversion of existing
customers to this newer lens material, we remain concerned about
Cooper's ability to enter these markets quickly and stem further
share erosion," added Ms. Richer.

Cooper manufactures and markets a broad range of soft contact
lenses, including value-added specialty products, such as toric
lenses, as well as more commodity-like spherical contact lenses.


COVANTA ENERGY: Moody's Rates New $1.3 Billion Sr. Facility at Ba2
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Covanta
Energy Corporation's new $1.3 billion senior secured credit
facility and a B1 rating to Covanta Holding Corporation's
$325 million convertible debentures.

The Ba2 rating assigned to the new credit facility is effectively
a two-notch upgrade from the B1 rating assigned to Covanta's
current first lien credit facility.  With the convertible
debenture offering, Moody's has reassigned the Corporate Family
Rating to Covanta Holding Corporation from its subsidiary, Covanta
Energy Corporation.  Concurrently, the CFR has been upgraded to
Ba2 from Ba3.

Moody's has also upgraded the ratings of various industrial
revenue bonds guaranteed by Covanta ARC LLC, a subsidiary of
Covanta Energy.  In addition, Moody's affirmed the company's
SGL-1 speculative grade liquidity rating, which has also been
reassigned to Covanta Holding from Covanta Energy.

The outlook remains stable.

The new credit facility includes a $680 million dollar term loan,
a $320 million synthetic letter of credit facility, and a revolver
that has been increased to $300 million from $100 million.  

Proceeds of the new term loan and the convertible notes, together
with a planned $125 million equity issuance and $170 million in
cash, will be used to repay Covanta's existing $367 million first
lien and $260 million second lien term loans, along with
$612 million of debt currently outstanding at three intermediate
holding companies.

The upgrade of the CFR reflects the strengthening of the company's
consolidated balance sheet and significant improvement in pro
forma credit metrics driven by the current proposed transaction,
which is expected to result in a $235 million decrease in
consolidated debt and an approximate $50 million reduction in
annual interest expense.

Moody's calculates that the ratio of Funds from Operations to
Interest increases to 4.0x for 2006 on a pro forma basis from an
estimated actual result of 2.8x, while FFO to Debt improves to
13.7% from 10.9%.  These ratios are consistent with a Ba category
rating for a company with Covanta's fundamental business risk
profile.  Moody's notes that the company's financial performance
had already considerably improved in 2006, with FFO/Debt and
FFO/interest ratios increasing from 6.6% and 2.4x, respectively,
in 2005.

Further improvements in financial performance are expected as
project debt continues to amortize and the amount of the term loan
is reduced by the 50% cash sweep required by the credit facility.  
The company may pay down the term loan more rapidly than required
if investment opportunities do not arise, though Moody's expects
that the company may seek to re-lever at some point over the next
few years if debt reduction exceeds a certain level.

The Ba2 rating assigned to the new credit facility further
reflects the reduction in structural subordination achieved
through the expected elimination of intermediate holding company
debt at MSW Energy Holdings LLC, MSW Energy Holdings II LLC and
Covanta ARC LLC and the resulting improvement in loss given
default rates to a range of 30%-50%, LGD3 from a range of 50% to
70%, LGD4 previously.

In addition, the repayment of the MSW debt, which had a bullet
maturity in 2010, also substantially reduces the company's
exposure to refinancing risk.  The new credit facility will be
secured by a pledge of stock of Covanta's subsidiaries, most of
which are separately financed with non-recourse project debt.  

As a result, project debt holders have a prior claim on virtually
all of Covanta's hard assets, primarily consisting of waste-to-
energy facilities.  The convertible debentures will be unsecured
obligations of Covanta Holdings and as such are structurally
subordinated to all of the company's other indebtedness.

Ratings Affected Include:

Upgrades:

   * Covanta Holding Corporation

      -- Corporate Family Rating, Reassigned from Covanta Energy
         Corporation, Upgraded to Ba2 from Ba3

Guarantor: Covanta ARC LLC

   -- Hempstead Industrial Development Agency, NY 5% IRBs due
      2010, Upgraded to Baa3, 22%, LGD2 from Ba1

   -- Niagara County Industrial Devel. Agency, NY, Series 2001
      IRBs, Upgraded to Baa2, 07%, LGD1 from Baa3

   -- Delaware County Industrial Dev. Auth., PA, Series 1997-A
      IRBs, Upgraded to Ba1, 27% LGD2 from Ba2, 28%, LGD2

   -- Connecticut Resources Recovery Authority, Ser. A and Ser.
      1992 A IRBs, Upgraded to Ba1, 27%, LGD2 from Ba2, 28%,LGD2

Assignments:

   * Covanta Energy Corporation

      -- Senior Secured Bank Credit Facility, Assigned Ba2, 48%,
         LGD3

   * Covanta Holding Corporation

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned B1    
         89%, LGD5

Primarily a waste-to-energy company with a client base composed
largely of local municipal governments, Covanta Holdings is
headquartered in Fairfield, New Jersey with revenues of
approximately $1.3 billion.


COVANTA HOLDING: S&P Rates $1.3 Billion Credit Facilities at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Covanta Holding Corp. and a 'B' issue rating to
the company's $325 million senior unsecured convertible bonds.

At the same time, Standard & Poor's also raised the corporate
credit rating on subsidiary Covanta Energy Co., to 'BB-' from
'B+' and assigned a 'BB-' issue rating, with a '2' recovery rating
to its proposed $1.3 billion credit facilities consisting of a
$680 million, first-lien secured term loan, $320 million in funded
LOCs, and $300 million in revolving credit facilities.

The outlook remains stable.

As of Sept. 30, 2006, Fairfield, New Jersey-based Covanta Holding
had about $2.6 billion of debt on a consolidated basis.
     
Covanta Holding also plans to issue about $125 million in common
equity along with the new financing.  The Covanta Energy upgrade
follows the proposed recapitalization: proceeds of the new debt
issue will be used to refinance existing indebtedness of Covanta
Holding and its subsidiaries, as well as pay related fees,
premiums, and expenses associated with the debt issuance.

"The stable outlook on Covanta Holding reflects predictable cash
flow from waste disposal and power contracts," said Standard &
Poor's credit analyst Chinelo Chidozie.

"It also reflects the expectation that consolidated credit metrics
should improve over the medium term, as mandatory amortizations,
cash sweeps, and scheduled step-downs in LOC requirements result
in company deleveraging," she continued.

The possibility of an upgrade is limited, given the company's
level of leverage.  Continued strength in operations and
significant deleveraging would be necessary for the rating to gain
some positive momentum.  

On the other hand, the failure to meet forecasts, which could
result from operating problems or a weaker pricing environment for
power and waste disposal, could negatively affect the rating.


CWABS ASSET: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2006-
24 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate and fixed-rate, subprime residential
mortgage loans acquired by Countrywide Financial Corporation.  The
ratings are based primarily on the credit quality of the loans and
on the protection against credit losses provided by subordination,
overcollateralization, excess spread and primary mortgage
insurance provided by Mortgage Guaranty Insurance Corporation and
Republic Mortgage Insurance Company.

The ratings also benefit from an interest-rate swap agreement
provided by Deutsche Bank AG.  After taking into consideration the
coverage of the primary mortgage insurance, Moody's expects
collateral losses to range from 4.05% to 4.55%.

Countrywide Home Loans Servicing LP will act as master servicer.

These are the rating actions:

   * CWABS Asset-Backed Certificates Trust 2006-24

   * Asset-Backed Certificates, Series 2006-24

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

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


DAIMLERCHRYSLER: Inks Deal Selling 7.5% EADS Stake
--------------------------------------------------
DaimlerChrysler AG will sign this month a contract to sell its
7.5% stake in European Aeronautic Defence & Space Co. to a
consortium of financial institutions organized by the German
government, WirtschaftsWoche reports.

In a TCR-Europe report on Jan. 16, the consortium -- comprising of
Credit Suisse Group, Morgan Stanley, Goldman Sachs Group Inc.,
Deutsche Bank AG and Commerzbank AG, insurer Allianz SE,
government-backed KfW Banking Group and banks of German federal
states -- would buy the stake using derivatives for EUR1.5 billion
based on EADS's stock-market value, the Wall Street Journal
relates.

The 7.5% stake would be carved into:

   -- 60% for Credit Suisse, Morgan Stanley, Goldman Sachs,
      Deutsche Bank and Commerzbank;

   -- 13% for KfW Group;

   -- 10% for Hamburg;

   -- 5% for Baden-Wuerttemberg;

   -- 5% for Bavaria;

   -- 5% for Lower Saxony; and

   -- 2% for Bremen.

Daimler, which repurchased the stake after four years, would
remain a shareholder and keep its voting rights for the entire
stake of 22.5%, WSJ cites a source privy to the matter.

The German government has been looking for a solution to
safeguard its interest in EADS as well as to allow Daimler to
cut its stake without risking the balance between German and
French interests in the aeronautics firm, WSJ relays.

                       About DaimlerChrysler

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

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

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

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


DAIMLERCHRYSLER: Chairman Unveils Diesel BLUETEC: Reduces Fuel Use
------------------------------------------------------------------
At the Washington (D.C.) Auto Show, Dr. Dieter Zetsche, Chairman
of the Board of Management of DaimlerChrysler AG and the Head of
Mercedes Car Group, called the nation's attention to the new
generation of clean diesels -- branded BLUETEC -- while
encouraging U.S. lawmakers to set regulations that support a
diversity of approaches to reducing the country's dependence on
foreign oil.

To emphasize the point, he introduced the 2007 Dodge Ram 2500 and
3500 with 6.7-liter Cummins turbodiesel engine offered with B5 and
B20 biodiesel, available to consumers in March.

The first to do so and three years before the deadline, the heavy-
duty truck will meet stringent 2010 truck emissions standards in
all 50 states.  

He also announced the Dodge Ram clean, light-duty turbodiesel
engine that will provide up to 30% improved fuel economy, meet
50-state, 2010 emissions standards, available after 2009.

With fuel economy improvements of 20% to 40% and a reduction of
oxides of nitrogen by as much as 90%, Dr. Zetsche stressed that
clean diesel technology is a viable solution to reducing
dependence on oil and improving air quality.

Dr. Zetsche also urged U.S. policymakers to stimulate greater
demand and consumer choice for fuel-saving technologies -- such as
diesel -- by providing equal incentives on powertrains that
achieve lower fuel consumption with clean emissions.

"American policy-makers must adopt a new and unique formula ...
that encourages more technologies and more (customer) choice," Dr.
Zetsche said.

"I've always thought CAFE -- in the country that is the world's
model for a free-market economy -- to be a bit of a contradiction.  
It's an attempt to regulate supply and not to use market forces to
stimulate demand for more fuel-efficient vehicles."

Dr. Zetsche reasoned that "trying to sell people what they don't
want is not a winnable business proposition.  And it is that
'anti-free market element' of CAFE that makes life difficult for
us. We've learned to live with CAFE and its modest increases."

He added that we would be open to revisiting the CAFE discussion
for cars, as they did recently for trucks and make the regulation
"size based" and not "fleet based."

Zetsche offered that the automotive companies should "look to
innovation, and to increasingly substituting petroleum products
with biofuels."  He pointed to the modern diesel engine which has
"plenty of the former, and great potential for the latter."

He mentioned a current study that expects diesel takes rates in
the U.S. to hit 15% by 2015.  Dr. Zetsche also detailed the
significant advantages of modern diesel engines where the ultra-
modern BLUETEC diesel vehicles provide their owners with clean and
economical performance.

The Mercedes brand has been pioneering BLUETEC in Europe, where
it's been on the road for several years.  Since 2005, the company
has sold more than 40,000 BLUETEC Mercedes-Benz trucks and buses
in Europe, "where they've performed exceptionally well in everyday
heavy-duty service," Dr. Zetsche added.

Mercedes-Benz intends to systematically broaden its BLUETEC
portfolio.  In addition to the recently introduced Mercedes E 320
BLUETEC, three additional BLUETEC models will join the line-up,
the R-Class, the ML-Class and the GL Class that will all be
assembled at the company's plant in Alabama.

He also submitted that DaimlerChrysler "is not pursuing diesel to
the exclusion of other alternate fuel technologies."  Dr. Zetsche
listed many on-going initiatives including the company's fuel cell
activities where DaimlerChrysler has invested more than $1 billion
and has more fuel-cell vehicles on the road today than any other
manufacturer.

The company also has about 1,500 Orion VII diesel-electric buses
in service or on order for municipal fleets in Toronto, San
Francisco and New York City/New Jersey.  

And, working with General Motors Corp. and BMW, DaimlerChrysler is
jointly developing a state-of-the-art, two-mode, full hybrid
propulsion architecture for applications in Chrysler Group,
Mercedes Car Group, GM, and BMW vehicles.  The first
DaimlerChrysler vehicle to use this system will be the Dodge
Durango, coming in 2008.

Unveiled during Dr. Zetsche's keynote address, and available in
dealerships next month, was the new Dodge Ram Heavy Duty BLUETEC
featuring an all-new 6.7-liter Cummins turbodiesel engine, the
first to meet 2010 truck emissions standards in all 50 states.  It
is the first BLUETEC vehicle from the Chrysler Group.

"Several years ago, when the EPA set stringent 2010 diesel
emissions standards for heavy-duty pickup trucks, we didn't shake
our heads and say 'no'," Dr. Zetsche said.

"We went to work with Cummins, the long-time diesel engine partner
for Dodge Ram heavy-duty three-quarter and one-ton pickup trucks,
to meet the challenge."

The new 2007 Dodge Ram Heavy Duty engine uses a diesel particulate
filter to virtually eliminate particulate matter emissions and an
absorber catalyst to reduce NOx by as much as 90% and virtually
eliminate particulate matter emissions.

In addition to the heavy-duty pick up truck, DaimlerChrysler
revealed another addition to its diesel lineup.  Tom LaSorda,
Chrysler Group President and CEO, announced an all-new diesel
engine for its light duty Dodge pickup trucks that will be
available after 2009.

Armed with new Cummins clean-diesel technology, the new engine
will provide a dramatic increase in low-end torque, up to a 30%
improvement in fuel efficiency and a 20% reduction in carbon
dioxide emissions when compared to an equivalent gasoline engine.  
The new clean turbodiesel engine will meet 50-state emissions
standards for 2010.

Mr. LaSorda also announced pricing on the 2007 Jeep(R) Grand
Cherokee, 3.0-liter common rail turbodiesel that will begin to
arrive at Jeep dealerships in March.  The Manufacturer's Suggested
Retail Price for the Jeep Grand Cherokee Limited CRD will begin at
$38,475, including $695 destination.  The 3.0-liter CRD engine
will be available on the Jeep Grand Cherokee Limited and Overland
4x2 and 4x4 models.

BLUETEC represents the cleanest diesel vehicles in the world.  
These next-generation vehicles meet the most stringent emissions
regulations worldwide, including emissions standards in all 50
U.S. states.

BLUETEC is the DaimlerChrysler-owned brand name that stands for
the cleanest diesel engines in their respective classes, i.e.,
those that meet 50-state emissions standards.

BLUETEC is just one of the many fuel saving technologies from
DaimlerChrysler, including advanced gasoline, Flex-Fuel, hybrids
and zero-emission fuel-cell vehicles.

                       About DaimlerChrysler

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

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

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

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


DELTA AIR: Gerald Grinstein Says No Merger Talks with Northwest
---------------------------------------------------------------
Delta Air Lines Inc. chief executive officer Gerald Grinstein
denies merger talks with rival Northwest Airlines Corp., Reuters
reports.

"At the behest of our creditors' committee, we recently retained
an investment banker to obtain information from Northwest, a far
cry from negotiating for a merger with them," said Mr. Grinstein
in a newsletter sent to employees Tuesday.

Mr. Grinstein commented that he was not against consolidation in
the industry, but called a potential deal with US Airways "the
poster child of the worst kind of a merger."

The Wall Street Journal reports that Delta had previously rejected
U.S. Airways' $8.4 billion bid and filed a stand-alone plan with
the U.S. Bankruptcy Court for the Southern District of New York.  
Delta said that the offer would result in substantially inferior
value for creditors compared with its standalone Plan.

US Airways, which raised its offer to $10.2 billion last week, has
set until Feb. 1, 2007, the deadline for Delta's creditors to back
its offer, Reuters says.

Earlier Tuesday, US Airways CEO Doug Parker, who told Reuters that
it did not have any other merger deal in mind should its bid for
Delta fail, said reports about Delta-Northwest merger were
inaccurate.

                          About Delta Air

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


DELTA AIR: Files Plan and Disclosure Statement Revisions
--------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York
revisions to their Joint Plan of Reorganization, filed on Dec. 19,
2006, and its related disclosure statement.

The revised Plan and the Disclosure Statement provides updates
with regards to certain issues, including:

   (a) the Court-approved agreement dated December 28, 2006,
       between Comair, Inc., and the Air Line Pilots Association,
       International.  The parties agreed that before February 2,
       2007:

         * Comair will not implement certain changes to its
           collective bargaining agreement with its pilots; and

         * ALPA will not call a strike of Comair pilots;

   (b) Delta Air Lines, Inc.'s pending request to approve its
       letter agreement with Bombardier, Inc., pursuant to which,
       among other things, Delta will purchase from Bombardier 30
       new Canadian Regional Jet Series 900 aircraft, with an
       option to purchase additional 30 aircraft;

   (c) Delta's entry of an agreement with the U.S. Pension
       Benefit and Guaranty Corporation and the Official
       Committee of Unsecured Creditors to settle outstanding
       issues in connection with the termination of the Delta
       Pilots Retirement Plan; and

   (d) U.S. Airways Group, Inc.'s revised offer to merge with
       the Debtors, under which the Debtors' unsecured Creditors
       would receive $5,000,000,000 in cash and 89,500,000 shares
       of US Airways stock.

                    New Delta Common Stock

As previously reported, the Plan contemplates that all of the
prepetition obligations owed to any unsecured Creditors of the
Debtors will, as a general matter, be converted into New Delta
Common Stock to be issued by Reorganized Delta.

Reorganized Delta expects to have 1,500,000,000 authorized shares
of common stock, $0.0001 par value.

In connection with the Plan, Reorganized Delta will issue shares
of New Delta Common Stock for:

   (a) distribution to holders of Allowed Unsecured Claims; and

   (b) distribution under the Compensation Programs -- the
       Directors and Management Compensation Program, and the
       Non-Pilot Compensation Program -- at or contemporaneously
       with the Effective Date.

Additional shares will be issued or reserved to:

   (i) establish disputed claims reserves; and

  (ii) satisfy additional distributions under the Compensation
       Programs.

             New Equity Investment Rights Offering

As previously reported, Delta and the Creditors Committee entered
into a New Equity Investment Rights Offering Term Sheet relating
to a possible rights offering to be made as part of the Plan.

Delta and the Creditors Committee have jointly determined not to
conduct a rights offering at this time.

If Delta and the Creditors Committee decide to pursue a rights
offering prior to the Effective Date, the terms and conditions of
the rights offering would be specified in a Plan Supplement.

                   Allocation of Plan Shares

Reorganized Delta will issue, or reserve for issuance, the shares
of new Delta common stock to be issued under the Plan.  The
actual number of Plan Shares will be determined by the Debtors in
consultation with their financial advisors based on a variety of
considerations.

The Plan Shares will be divided into the Delta Allocation and the
Comair Allocation based on the mid-point of the equity valuation
range for the Comair Debtors -- $730,000,000 -- relative to the
mid-point of the equity valuation range for the Delta Debtors --
$10,000,000,000.

The Delta Allocation will be reduced by the number of Plan Shares
that will be issuable under the compensation programs at or
contemporaneously with the Effective Date, not subject to vesting
or other restrictions, to derive the Delta Unsecured Allocation.
The Comair Allocation, however, will not be subject to that
reduction.

               Treatment of Intercompany Claims

In accordance with Section 1124(1) of the Bankruptcy Code,
intercompany claims are unimpaired by the Plan.

However, the Debtors, in their sole discretion, retain the right
to eliminate or adjust any Intercompany Claims as of the
Effective Date by offset, cancellation, distribution or
contribution of Claims or otherwise.

The Plan provides that Intercompany Claims between the Comair
Debtors and the Delta Debtors, other than trade payables and
receivables and other current accounts, will, for purposes of the
Valuation Analyses and the division of the Plan Shares, receive
the same treatment and recovery as similar third-party claims.

Trade payables and receivables and other current accounts between
the Comair Debtors and the Delta Debtors will continue to be
settled in the ordinary course consistent with past practice.

A blacklined copy of the Plan is available for free at:

            http://ResearchArchives.com/t/s?18e0

A blacklined copy of the Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?18e1

                       About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Classification & Treatment of Claims Under Revised Plan
------------------------------------------------------------------
Delta Air Lines, Inc. and its debtor-affiliates' revised Joint
Plan of Reorganization, filed January 18, 2007, provides changes
to the projected recovery for certain classes of claims.  The
Debtors also deleted provisions providing an opportunity to
holders of general unsecured claims to participate in a New Equity
Investment Rights Offering.

The Plan is premised upon the limited and separate consolidation
of the estates of the Delta Debtors and the Comair Debtors.

A. Classification and Treatment of Claims
   and Interests in the Delta Debtors

The classification and treatment of other claims against the
Delta Debtors under the Plan are summarized as:

Class  Description   Recovery   Claim Treatment
-----  -----------   --------   ---------------
   1    Other Priority  100%     Payment in full in Cash, or other
        Claims                   treatment that will render the
                                 Claim unimpaired.

                                 Unimpaired.  Deemed to accept.

   2    Secured         100%     (a) Payment in full in Cash;
        Aircraft                 (b) Reinstatement of the legal,
        Claims                       equitable and contractual
                                     rights of the claimholder;
                                 (c) payment of the proceeds of
                                     the sale or disposition of
                                     the Collateral securing the
                                     Claim to the extent of the
                                     value of the holder's secured
                                     interest in the Collateral;
                                 (d) return of Collateral securing
                                     the Claim; or
                                 (e) other treatment rendering the
                                     Claim unimpaired.

                                 Unimpaired.  Deemed to accept.

   3    Other Secured   100%     (a) Payment in full in Cash;
        Claims                   (b) Reinstatement of the legal,
                                     equitable and contractual
                                     rights of the claimholder;
                                 (c) payment of the proceeds of
                                     the sale or disposition of
                                     the Collateral securing the
                                     Claim to the extent of the
                                     value of the holder's secured
                                     interest in the Collateral;
                                 (d) return of Collateral securing
                                     the Claim; or
                                 (e) other treatment rendering the
                                     Claim unimpaired.

                                 Unimpaired.  Deemed to accept.

   4    General        62%-78%   New Delta Common Stock equal to
        Unsecured                pro rata share of Delta Unsecured
        Claims                   Allocation.
   
                                 Impaired.  Entitled to vote.

   5    Non-           62%-78%   (a) New Delta Common Stock equal
        Convenience                  to pro rate share of Delta
        Class Retiree                Unsecured Allocation; or
        Claims                   (b) if elected on Ballot, Cash
                                     proceeds from sale of pro
                                     rata share of Delta Unsecured
                                     Allocation.

                                 Impaired.  Entitled to vote.

   6    Convenience    62%-78%   Cash determined with reference to
        Class Claims             the midpoint of the range of
                                 recovery estimates for General
                                 Unsecured Claims against the
                                 Delta Debtors.

                                 Impaired.  Entitled to vote.

   7a   Interests         0%     No distribution.
        in Delta                 Impaired.  Deemed to reject.

   7b   Interests     Retained   Reinstatement of Interests.
        in the Delta             Unimpaired.  Deemed to accept.
        Subsidiary
        Debtors

   8    Securities        0%     No distribution.
        Litigation               Impaired.  Deemed to reject.
        Claims

The projected recovery ranges for Delta Classes 4, 5 and 6 are
estimates that are derived from the financial projections and
other assumptions, including an estimated $14,200,000,000 of
unsecured claims.  These projected recoveries do not take into
account shares issued under the Compensation Programs that are to
be deducted in calculating the Delta Unsecured Allocation.

B. Classification and Treatment of Claims
   and Interests in the Comair Debtors

The classification and treatment of other claims against the
Comair Debtors under the Plan are summarized as:

Class  Description   Recovery   Claim Treatment
-----  -----------   --------   ---------------
  1    Other Priority  100%     Payment in full in Cash, or other
       Claims                   treatment that will render the
                                Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  2    Secured         100%     (a) Payment in full in Cash;
       Aircraft                 (b) Reinstatement of the legal,
       Claims                       equitable and contractual
                                    rights of the claimholder;
                                (c) payment of the proceeds of
                                    the sale or disposition of
                                    the Collateral securing the
                                    Claim to the extent of the
                                    value of the holder's secured
                                    interest in the Collateral;
                                (d) return of Collateral securing
                                    the Claim; or
                                (e) other treatment rendering the
                                    Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  3    Other Secured   100%     (a) Payment in full in Cash;
       Claims                   (b) Reinstatement of the legal,
                                    equitable and contractual
                                    rights of the claimholder;
                                (c) payment of the proceeds of
                                    the sale or disposition of
                                    the Collateral securing the
                                    Claim to the extent of the
                                    value of the holder's secured
                                    interest in the Collateral;
                                (d) return of Collateral securing
                                    the Claim; or
                                (e) other treatment rendering the
                                    Claim unimpaired.

                                Unimpaired.  Deemed to accept.

  4    General      76% - 100%  New Delta Common Stock equal to
       Unsecured                pro rata share of Comair
       Claims                   Unsecured Allocation.

                                Impaired.  Entitled to vote.

  5    Convenience  76% - 100%  Cash determined with reference to
       Class Claims             the midpoint of the range of
                                recovery estimates for General
                                Unsecured Claims against the
                                Delta Debtors.

                                Impaired.  Entitled to vote.

  6    Interests      Retained  Reinstatement of Interests.
       in the Comair            Unimpaired.  Deemed to accept.
       Debtors

  7    Securities        0%     No distribution.
       Litigation               Impaired.  Deemed to reject.
       Claims

The projected recovery ranges for Comair Classes 4 and 5 are
estimates that are derived from the Financial Projections and
other assumptions, including an estimated $800,000,000 of
Unsecured Claims against the Comair Debtors.

               Recovery Ranges Subject to Change

According to the Debtors, the recovery ranges of Delta Classes 4,
5 and 6, and Comair Classes 4 and 5 are subject to change based
upon, among other things:

   (a) the market price of the shares of New Delta Common Stock;

   (b) the dilutive or accretive effects of the issuance of
       shares of New Delta Common Stock by the Reorganized Delta;
       and

   (c) as the Debtors Claims objection and reconciliation
       process continues:

         * the actual amount of Allowed Claims against the Delta
           Debtors for Delta Classes 4, 5 and 6; and

         * the actual amount of Allowed Claims against the Comair
           Debtors for Comair Classes 4 and 5.

                       About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIRECT GENERAL: A.M. Best Affirms Ratings & Says Outlook is Stable
------------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings of B
(Fair) and the issuer credit ratings of "bb+" for the following
members of Direct General Group's property/casualty companies.

The outlook for these ratings has been revised to stable from
positive.  These rating actions apply to Direct General Insurance
Group (Tennessee), Direct Insurance Company (Nashville, TN),
Direct General Insurance Company (Aiken, SC) and its wholly-owned
separately rated subsidiary, Direct General Insurance Company of
Mississippi (Jackson, MS).

A.M. Best has also affirmed the FSR of B (Fair) and the ICR of
"bb" for Direct General Insurance Company of Louisiana (Baton
Rouge, LA).  The outlook for these ratings is stable.  
Additionally, A.M. Best has affirmed the ICR of "b" of the
publicly-traded holding company, Direct General Corporation
(Direct General) (Nashville, TN) [NASDAQ: DRCT].  The outlook for
this rating has been revised to stable from positive.

The rating affirmations reflect Direct General's elevated
underwriting leverage and prior year adverse reserve development
trends.  These negative rating factors are partially offset by
improved risk-adjusted capitalization, favorable underwriting
results in recent years, elimination of quota share reinsurance
and a conservative investment profile.

The revised outlook contemplates the impact of future business
plans and dividend projections provided by management.  The
revised outlook is consistent with A.M. Best's comments regarding
the pending acquisition of Direct General by Elara Holdings, Inc.,
as outlined in a December 6, 2006 A.M. Best news release.

A.M. Best's view of the FSRs is contingent upon Direct General's
sustained operating performance trends despite evidence of
increased competition in the non-standard automobile market. A.M.  
Best will continue to monitor Direct General's risk-adjusted
capitalization, financial leverage and reserve adequacy with the
expectation that these measures will remain within acceptable
ranges to support all the ratings.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


DURA AUTOMOTIVE: De Minimis Claims Settlement Protocol Approved
---------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approves Dura Automotive Systems Inc. and its
debtor-affiliates' uniform procedures for settling certain de
minimis claims and causes of action brought by or against them in
a judicial, administrative, arbitral or other proceeding.

The proposed omnibus settlement procedures are modified to
provide that:

   (a) with respect to any settled amount equal to or less than
       $50,000, the affected Debtor may agree to settle a claim
       or cause of action on any reasonable terms.  The Debtor
       may enter into, execute and consummate a written
       settlement agreement that will be binding on it and its
       estate without notice to any third party or further Court
       action; and

   (b) With respect to any settled amount greater than $50,000
       but does not exceed $1,000,000, the Debtor may agree to
       settle the claim or cause of action only if it provides
       written notice to, and the terms are not objected by:

         * the United States Trustee for the District of
           Delaware;

         * counsel to the agent for the Debtors' prepetition
           First Lien Secured Lenders;

         * counsel to the agent for the Debtors' postpetition
           Second Lien Secured Lenders;

         * counsel to the ad hoc committee of senior subordinated
           noteholders; and

         * any official committee appointed by the U.S. Trustee
           in the Debtors' Chapter 11 cases.

                 About DURA Automotive Systems Inc.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Judge Carey Appoints Warren Smith as Fee Auditor
-----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has appointed Warren H. Smith & Associated,
P.C., as fee auditor and as his special consultant for
professional fee and expense review and analysis.

In his administrative order, Judge Carey notes that the size,
complexity and duration of Dura Automotive Systems Inc. and its
debtor-affiliates' jointly administered bankruptcy cases will
result in the filing of a number of interim applications of
professional fees and reimbursement of expenses in significant
amounts.  Hence, he has determined that the appointment of a fee
editor is in the best interests of the Debtors' estates and
parties-in-interest in the Debtors' cases.

The Debtors and the Official Committee of Unsecured Creditors
have conferred and reached agreement with respect to the
appointment of the fee auditor.

Warren H. Smith will review the fee applications of all
professionals employed in the Debtors' bankruptcy cases except
the ordinary course professionals.  However, to the extent that
the fees and expenses of any ordinary course professional exceed
the compensation caps, the Fee Auditor will review the OCPs' fees
and expenses.

Specifically, Warren H. Smith will:

   (a) review all fee applications filed by estate professionals
       in the Bankruptcy Cases;

   (b) review any documents filed in the Bankruptcy Cases;

   (c) serve an initial report on each professional to
       communicate questions, issues or disputes regarding the
       fee applications;

   (d) within 10 days after the service of the initial report,
       engage in an informal process with each professional, to
       resolve matters raised in the Fee Auditor's initial
       report;

   (e) conclude the informal response period by filing with the
       Court a final report with respect to each fee
       application; and

   (f) serve each Final Report to the U.S. Trustee, counsel for
       the Committee and the Debtors, and each professional
       whose fees and expenses are addressed in the Final
       Report.

The total fees paid to Warren H. Smith for its services will be
charged at its ordinary hourly rates for services of the same
nature.  The firm's fees and expenses are subject to
application and review pursuant to Federal Rule of Evidence
706(b) and will be paid from the Debtors' estates as an
administrative expense under Section 503(b)(2).

                 About DURA Automotive Systems Inc.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EASYLINK SERVICES: Committee to Evaluate Strategic Alternatives
---------------------------------------------------------------
The Board of Directors of EasyLink Services Corp. has formed
a committee of independent directors to evaluate strategic
alternatives for the company, which could include a potential
business combination transaction.

On December 22, the company hired Americas Growth Capital as its
financial advisor.  As part of this process, numerous parties have
expressed interest in potentially acquiring the business.

The company has received unsolicited indications of
interest from Internet Commerce Corporation for a transaction
that would provide consideration of stock and cash with a
nominal value of $5 per share.

The Committee believes that given the early stage of the process
it has undertaken it would be premature to enter into exclusive
discussions with ICC, and will continue to pursue all interested
parties to maximize value for stockholders.

Headquartered in Piscataway, New Jersey, Easylink Services
Corporation (NASDAQ: EASY) -- http://www.EasyLink.com/-- provides  
outsourced business process automation services to medium and
large enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and paper-
based business processes into efficient electronic business
processes.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Grant Thornton LLP expressed substantial doubt about Easylink's
ability to continue as a going concern after it audited the
Company's financial statement for the year ended Dec. 31, 2005.
The accounting firm pointed to the Company's history of operating
losses, accumulated deficit and negative working capital.


ENESCO GROUP: Inks Asset Purchase Agreement with Tinicum Capital
----------------------------------------------------------------
Enesco Group, Inc., and an affiliate of Tinicum Capital Partners
II, L.P., a private investment partnership, have entered into a
definitive asset purchase agreement, which provides for the
Tinicum affiliate to purchase substantially all of the assets of
Enesco and to assume certain of Enesco's unsecured liabilities.  
Under the agreement, the purchase price for Enesco's business,
operations and assets would be paid by the repayment of all or
substantially all of Enesco's senior secured debtor-in-possession
financing facility, the forgiveness of certain obligations owed to
Tinicum or its affiliates, the assumption of certain of Enesco's
liabilities, and the payment in cash of $600,000.

After the transaction, substantially all of Enesco's assets would
be owned by the Tinicum affiliate, a private company.  As reported
in the Troubled Company Reporter on Jan. 15, 2007, Enesco does not
anticipate there would be any distribution to its stockholders
from the transaction, which remains subject to approval by the
U.S. Bankruptcy Court for the Northern District of Illinois.  On
Jan. 22, 2007, the Court entered an order establishing certain
procedures to govern the sale process and setting a hearing for
Feb. 15, 2007 to consider the proposed Tinicum transaction.

                 DIP Financing Interim Approval

Enesco also disclosed that the Court gave interim approval on
Jan. 22, 2007 to its Debtor-In-Possession financing arrangement
with Wells Fargo Foothill, part of Wells Fargo & Company.  The
financing arrangement, in which Tinicum has purchased a 100%
participation interest, provides for a revolving loan facility of
up to $65 million, the proceeds of which will be used to pay off
Enesco's existing senior secured debt and to provide working
capital for the period prior to the closing of the sale to the
Tinicum affiliate.  Final approval of the facility is expected to
come at a hearing before the Court on Feb. 7, 2007.

"This transaction with Tinicum will represent a new era for
Enesco," Basil Elliott, President and CEO of Enesco Group, Inc.,
said.  "Smooth and continuous operations are critical to Enesco's
success and we greatly appreciate the efforts of all our employees
and partners through this transitional phase.  We look forward to
continuing this strong relationship with all our partners.  The
employees of Enesco, our retail customers and vendors are eagerly
anticipating the partnership with Tinicum to springboard us into a
profitable, innovative and exciting future."

"The passion, loyalty, and determination of the employees, vendors
and licensors have been both compelling and overwhelming," Terence
M. O'Toole, co-managing partner of Tinicum added.  "We are looking
forward to becoming an integral part of the Enesco family and the
future growth trajectory of the company."

                       About Enesco Group

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

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

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  The Debtors' financial
condition as of Nov. 30, 2006, showed total assets of $155,350,698
and total debts of $107,903,518.


FIDELITY NATIONAL: Completes Refinancing of Credit Facilities
-------------------------------------------------------------
Fidelity National Information Services, Inc., completed the
refinancing of its principal credit facilities.  The new
facilities include a $900 million five-year unsecured revolving
credit facility and a $2.1 billion five-year unsecured amortizing
term loan facility.  The initial borrowing rate for the facilities
will be LIBOR plus 100 basis points, in accordance with the
company's current leverage ratio.

As of the closing date, the $2.1 billion term loan was fully drawn
and $557 million was borrowed under the revolving loan.  The
combined net proceeds of $2.7 billion were used to retire
the outstanding indebtedness on the former facilities and to
fund the cost of establishing the new facilities.  The company
expects to incur a pre-tax non-cash charge of approximately
$27.3 million in the first quarter of 2007 in conjunction with
the unamortized costs associated with the prior facilities.

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. (NYSE: FIS) -- http://www.fidelityinfoservices.com/
-- provides core processing for financial institutions; card
issuer and transaction processing services; mortgage loan
processing and mortgage related information products; and
outsourcing services to financial institutions, retailers,
mortgage lenders and real estate professionals.  FIS has
processing and technology relationships with 35 of the top 50
global banks, including nine of the top ten.  Nearly 50% of all US
residential mortgages are processed using FIS software.  FIS
maintains a strong global presence, serving over 7,800 financial
institutions in more than 60 countries worldwide, including
Brazil.


FIDELITY NATIONAL: Fitch Rates New $3 Bil. Sr. Facilities at BB+
----------------------------------------------------------------
Fitch Ratings has assigned a senior unsecured rating of 'BB+' for
Fidelity National Information Services' new $3 billion senior
unsecured credit facilities.

The facilities consist of a $2.1 billion term loan and a
$900 million revolving credit facility.  The company used the
proceeds to refinance existing debt.  Fidelity's Issuer Default
Rating remains at 'BB+'.  

The Rating Outlook is Stable.

The ratings recognize the company's ability to generate strong
free cash flow, its strong market position in core businesses,
diversified product offering, solid client retention, counter-
cyclical revenue streams, and recurring revenue base from long-
term processing agreements.  

The ratings also recognize the benefits realized by Fidelity from
its acquisition of Certegy Inc. in early 2006.  Fitch believes the
strong operating performance of Fidelity as a stand alone company,
the operating strength and business diversification brought from
Certegy, sound liquidity, and improved leverage also support the
ratings.

Credit concerns include Fidelity's history of debt-financed
acquisitions, well-capitalized significant industry competitors,
the ongoing consolidation of its financial institution customer
base, and event risk associated with two private equity firms that
have a combined equity stake of approximately 15%.  Fitch believes
that potential acquisitions also remain a risk but expects the
company will have the financial flexibility and capacity to manage
its leverage accordingly.  Incorporating incremental EBITDA from
Certegy, pro forma 2006 leverage was approximately 2.5x, which is
within the rating agency's expectations and comfortably within the
3.5x leverage covenant of the new unsecured credit facilities.

Liquidity is adequate and supported by cash balances of
$174.6 million at 3rd quarter ended Sept. 30, 2006 as well as
approximately $286 million of availability under its revolving
credit facilities.  For 2007, liquidity is expected to remain
adequate with cash balances and free cash flow similar to
historical levels and availability under the new unsecured credit
facilities of approximately $340 million.  Total debt for 2006 is
expected to be in the range of $2.7 billion-$2.9 billion and
management has stated its plans to reduce debt over the next few
years.  The company has a $200 million share repurchase program
which will utilize some of Fidelity's free cash flow.  Fitch
believes approximately $100 million will likely be repurchased in
2007.


FLYI INC: Exclusive Plan Solicitation Period Extended to April 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware to further
extend FLYi Inc., and its debtor-affiliates' exclusive period to
solicit acceptances of a Chapter 11 plan from Dec. 29, 2006,
through and including April 30, 2007.

As reported in the Troubled Company Reporter on Jan. 3, 2007,
M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, related that the Debtors filed their
plan of liquidation on August 15, 2006, however, certain complex
creditor negotiations and related discovery issues have delayed
the confirmation process.  The Creditors Committee has indicated
that it fully supports the Plan.

The disclosure statement accompanying the Plan was approved on
November 21, 2006, with the confirmation hearing scheduled on
March 12, 2007.  The Debtors are now in the Plan solicitation
process, Mr. Cleary informs the Court.  The voting deadline for
the Plan is January 29, 2007, and the objection deadline for the
Plan is February 12, 2007.

The Debtors need an extension of the Exclusive Solicitation
Period to complete the solicitation process and seek confirmation
for their Plan.  They request the extension out of an abundance
of caution, Mr. Cleary told the Court.

The requested extension will not result in delay of the Plan
process; rather, it will simply allow the completion of process
as scheduled, consistent with the Congressional intent underlying
Section 1121 of the Bankruptcy Code, Mr. Cleary said.  The
extension will also not prejudice the legitimate interests of any
creditor, he assured the Court.

The Official Committee of Unsecured Creditors in the Debtors'
Chapter 11 cases does not oppose the requested extension.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLYI INC: Files Schedule of Executory Contracts & Unexpired Leases
------------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates filed with the United States
Bankruptcy Court for the District of Delaware a nonexclusive
schedule of preserved rights of action, and a schedule of
executory contracts and unexpired leases.  

Pursuant to their First Amended Joint Plan of Reorganization, the
Debtors will assume certain contracts with American Home
Assurance Co.; Chubb; Lloyds of London & ACE; Federal Aviation
Administration; National Fire & Marine Insurance Co.; National
Union Fire Insurance Co. of Pitts., Pennsylvania; Travelers
Indemnity (St. Paul Travelers); U.S. Fire Insurance Co. (Crum &
Forster); and XL Specialty Insurance Co.  

A list of the assumed executory contracts and unexpired leases is
available for free at http://ResearchArchives.com/t/s?18de

The Schedule of Preserved Rights of Action is a list of currently
pending actions and claims brought by one or more Debtors.  It
does not include causes of action in which the Debtors may be
cross-claimants or counter-claimants.  

The Preserved Rights of Action include any and all claims against
UAL Corp. and any of its affiliates, or United States Aircraft
Insurance Group or any of its affiliates, or both; Bloomington-
Normal Airport Authority, doing business as Central Illinois
Regional Airport; Legion Insurance Company Ltd. and any of its
affiliate; Aon Corp.; breach of contract, indemnity obligations,
coverage or similar causes of action; and insiders.

A list of the Preserved Rights of Action is available for free at:

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

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FORD MOTOR: Losing $1 Billion Annually on Counterfeit Auto Parts
----------------------------------------------------------------
Ford Motor Co. loses about $1 billion annually from counterfeit
auto parts, according to a study by the U.S. Chamber of Commerce.

"The growing problem of counterfeiting and piracy threatens
businesses and consumers in nearly every region of the world,"
according to the study, which will be released this week.

The study also looked at counterfeiting problems for office
equipment company Xerox Corp., pharmaceutical company Merck & Co.
Inc., athletic shoe maker New Balance, and brake and friction
material supplier Bendix Commercial Vehicle Systems LLC, Reuters
says.

                        About Ford Motor Co.

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

                           *     *     *

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

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

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


FORREST HILL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Forrest Hill Funeral Home & Memorial Park - East, LLC
        dba Forest Hill Funeral Home and Memorial Park - Midtown
        dba Forest Hill Funeral Home and Memorial Park - South
        dba Memorial Park
        dba Edgewood Memorial Park
        dba Arlington Park Cemetery        
        c/o J. Bill Koehler, CRO
        2431 East 51st Street, Suite 603
        Tulsa, OK 74105

Bankruptcy Case No.: 07-80056

Type of Business: The Debtor operates funeral homes.

Chapter 11 Petition Date: January 22, 2007

Court: Eastern District of Oklahoma (Okmulgee)

Debtor's Counsel: Mark A. Craige, Esq.
                  Morrel Saffa Craige Hicks Barnhart & Brunton Inc
                  3501 South Yale Avenue
                  Tulsa, OK 74135-8014
                  Tel: (918) 664-0800
                  Fax: (918) 663-1383

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Hope Bank, Trustee      Guaranty of Trust      $10,719,400
Attn: President or Credit     Funds related to
Manager                       Forest Hill preneed
P.O. Box 296                  funeral trust
Hope, NJ 07844

Stewart & Irwin PC            Professional fees          $91,684
Attn: President or Credit
Manager
251 East Ohio Street
Suite 1100
Indianapolis, IN 46204

Horseman Interiors            Trade debt                 $79,501
Attn: President or Credit
Manager
3143 No. 32nd Street
Muskogee, OK 74401

The York Group Inc.           Trade debt                 $78,332

Tennessee Granite and Bronze  Trade debt -               $65,978
LLC                           Monuments

Blue Cross/Blue Shield        Insurance                  $63,348

Mikocem LLC                   Trade debt                 $44,423

Adams & Reece LLP             Trade debt/                $40,970
                              Attorney's fees

State of Tennessee            Sales, franchise &         $40,258
                              excise taxes

Matthews International        Trade debt                 $35,582

Wyatt Tarrent & Combs LLP     Professional fees          $32,517

Ionic Services Inc.           Trade debt                 $20,747

Bay Monument Company          Trade debt                 $15,294

Memphis Light Gas & Water     Trade debt                 $14,059

Batesville Casket Co.         Trade debt                 $11,189

Memphis Burial Vault          Trade debt                 $11,100

Bell South                    Trade debt -               $10,531
                              Telephone

Nation Mortuary Shipping      Trade debt                  $8,410

Tennessee Dept. of Revenue    Audit fees &                $8,250
                              license renewals

Edison Financial Inc.         Trade debt                  $6,073


GARDEN CITY: Moody's Holds Ba1 Rating on $19 Million Bonds
----------------------------------------------------------
Moody's Investors Service has affirmed Garden City Hospital's Ba1
rating on bonds issued through the Garden City Hospital Finance
Authority.  This rating action affects approximately $19 million
of outstanding Series 1998A bonds.

The outlook remains stable.

The affirmation is in conjunction with GCH's plan to issue
approximately $36 million of fixed rate bonds in the first quarter
of calendar year 2007.  Moody's has not been asked to rate this
transaction.  

Proceeds from the Series 2007 bond issuance are expected to:

   -- finance various capital projects;

   -- highlighted by the construction of a new and more
      efficiently-designed surgical facility attached to GCH's
      main hospital building; and,

   -- refinance approximately $4 million of outstanding unrated
      Series 1996A letter of credit-backed VRDBs.

GCH also plans to prepay its taxable Series 1997 VRDBs.

Legal security:

The Series 1998A bonds are an obligation of the Garden City
Hospital Obligated Group, of which GCH currently is the only
member.  GCH is a member of Garden City Hospital and Subsidiaries.  
GCH accounts for approximately 95% of system assets and 91% of
system revenues.  The Series 1998A Bonds are, and the Series 2007
Bonds are expected to be, secured by a security interest in Gross
Revenues and a mortgage and pledge of tangible and intangible
property of GCH.

Interest rate derivatives:

None.

Strengths:

   -- Rebound in operating performance in fiscal year 2006, after
      soft FY 2005

   -- Refinancing of Series 1996A and prepayment of Series 1997
      bonds eliminate LOC renewal risk and variable rate risk and
      enable GCH to reduce its principal repayments through 2012
      substantially

   -- GCH has started to reinvest in physical plant after years
      of modest capital spending that had been necessary to
      rebuild balance sheet strength

Challenges:

   -- The expected financing represents a material increase in
      GCH's debt load (approximately 104% increase), though
      maximum annual debt service is expected to decrease as a
      result of a restructuring of the overall debt

   -- Standalone facility in competitive and economically
      challenged southeastern Michigan market

   -- Surgical volume decline in recent years, due in part to
      operating room capacity constraints that are to be
      addressed by upcoming capital projects

Recent developments:

Moody's views GCH's position as a standalone hospital in the
competitive and economically challenged Detroit metropolitan area
with concern.  GCH, an 11,000-admission hospital located in the
western suburbs of Detroit, faces stiff competition from
33,000-admission Oakwood Hospital and Medical Center and
11,000-admission Oakwood Annapolis Hospital in Wayne, 13,000-
admission St. Mary's Mercy Hospital in Livonia, and 16,000-
admission Botsford General Hospital in Farmington Hills.  GCH
holds a steady 20-22% market share of its primary service area,
which covers a seven mile radius surrounding GCH, including Garden
City and neighboring communities.

GCH's financial performance has been variable in recent years,
although operating results rebounded in FY 2006 after a weak FY
2005.  In unaudited FY 2006, the GCH system recorded an operating
income of $3.5 million and operating cash flow of $9.6 million. In
FY 2005, the system recorded an operating loss of $757,000 and
operating cash flow of $4.8 million.  Prior to FY 2005, the system
recorded favorable operating results in fiscal years 2002 through
2004, which followed a period of weak performance, particularly FY
2001 when the system recorded an operating loss of -2.5% and
operating cash flow of only 3.7%.

The improvement in FY 2006 over FY 2005 is due to a number of
factors, including:

   -- a reduction of previously overbooked contractual
      allowances;

   -- labor expense controls, as GCH has not implemented a  
      general wage increase in over one year;

   -- a $1 million reduction in malpractice expense in FY 2006
     after a one-time increase in FY 2005;

   -- an increase in case mix index; and,

   -- increases in various outpatient service volumes,
      particularly vascular surgery and sleep lab studies.

Growth in these outpatient service volumes helped to offset a
decline in inpatient surgical volumes.

Despite the volume gains in vascular surgery, GCH's surgical
volumes have declined in each year since FY 2003.  This trend is
due in part to operating room capacity constraints, which are to
be addressed with the construction of the planned new operating
room facility.

As a result of improved cash flow generation in unaudited FY 2006,
the GCH system's debt measures improved.  In FY 2006, debt-to-cash
flow improved to a favorably low 2.8 times from a weaker 6.3x in
FY 2005, while maximum annual debt service coverage improved to
2.4x from a thin 1.4x.  Factoring in the planned Series 2007
bonds, debt-to-cash flow weakens to 5.9x while, due to a leveling
of debt service, MADS coverage strengthens modestly to 2.7x.

Despite improved cash flow generation, and after four consecutive
years of cash growth, GCH's absolute liquidity declined in FY
2006.  As of unaudited fiscal year end 2006, GCH's absolute
unrestricted cash and investments totaled $26.9 million, compared
to $28.9 million at FYE 2005, though some of this difference is
attributable to CMS' hold back on Medicare reimbursement at the
end of the federal fiscal year.  As a result of the cash decline
and modest operating expense growth, GCH's cash on hand decreased
to 68 days in FY 2006 from 74 days in FY 2005.  As principal
payments on long-term debt exceeded the decline in absolute cash,
cash-to-debt increased slightly to a good 98% at FYE 2006 from 94%
at FYE 2005.  Factoring in the planned Series 2007 bonds, cash-to-
debt measures a more modest 48%.

Moody's expects GCH's absolute liquidity to grow in the coming
years as the capital projects are financed with bond proceeds and
principal repayments on debt are reduced.

Outlook:

The stable outlook reflects Moody's belief that GCH will continue
to maintain the current level of cash flow generation and add
unrestricted liquidity to the balance sheet as the system supports
upcoming capital projects with debt financing.

What could change the rating -- up

Improved and consistent cash flow generation, leading to improved
debt coverage and liquidity ratios; material market share gain in
profitable service lines

What could change the rating -- down

Materially increased competitive pressure from nearby hospitals
leading to volume decline and market share loss; weaker operating
performance and thinner liquidity and debt ratios; new debt beyond
the expected Series 2007 issuance without commensurate increase in
cash flow generation

key indicators:

Assumptions & Adjustments:

   -- Based on Garden City Hospital and Subsidiaries consolidated
      financial statements

   -- First number reflects audited FY 2005 for the year ended
      Sept. 30, 2005

   -- Second number reflects pro forma on unaudited FY 2006 for
      the year ended Sept. 30, 2006

   -- Pro forma assumes $36 million Series 2007 bond issuance
      including refunding of approximately $4 million of Series
      1996A VRDBs and the prepayment of approximately $3 million
      of taxable Series 1997 VRDBs

   -- Investment returns reclassified to non-operating revenue
      and smoothed at 6%

   -- Inpatient admissions: 10,338; 10,858

   -- Total operating revenues: $145.0 million; $151.2 million

   -- Moody's-adjusted net revenues available for debt service:
      $6.6 million; $11.5 million

   -- Total debt outstanding: $30.7 million; $56.1 million

   -- Maximum annual debt service: $4.8 million; $4.3 million

   -- MADS Coverage with reported investment income: 1.18x; 2.49x

   -- Moody's-adjusted MADS Coverage with normalized investment
      income: 1.38x; 2.67x

   -- Debt-to-cash flow: 6.27x; 5.88x

   -- Days cash on hand: 74.3 days; 68.3 days

   -- Cash-to-debt: 94.0%; 47.9%

   -- Operating margin: -0.5%; 2.1%

   -- Operating cash flow margin: 3.3%; 6.4%

Rated debt:

   * Garden City Hospital Finance Authority

      -- Revenue Bonds: Series 1998A; Ba1 rating


GLOBAL POWER: Court Extends Removal Period to March 27
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until March 27, 2007, the period within which Global Power
Equipment Group and its debtor-affiliates can remove civil
actions.

As reported in the Troubled Company Reporter on Jan. 4, 2007, the
Debtors told the Court that they are currently focusing on
responding to information requests submitted by the Official
Committee of Unsecured Creditors, preparing schedules of assets
and liabilities and statements of financial affairs and other
critical issues relating to its chapter 11 case.

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.  The Debtors' exclusive period to filed a chapter
11 plan expires on Jan. 26, 2007.


GLOBAL POWER: Walks Away from Heat Recovery Contract
----------------------------------------------------
The U.S Bankruptcy Court for the District of Delaware gave Global
Power Equipment Group and its debtor-affiliates permission to
reject certain executory contracts and unexpired leases of real
property.

As reported in the Troubled Company Reporter on Jan. 4, 2007,
the Debtors  experienced considerable losses from its Heat
Recovery Steam Generation business and predict a future negative
cash usage of approximately $22 million for the completion of the
business.

The Debtors also tell the Court that they will have no further use
of the property covered by the lease after Dec. 31, 2006.

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.  The Debtors' exclusive period to filed a chapter
11 plan expires on Jan. 26, 2007.


GREIF INC: Moody's Rates $300 Mil. Senior Unsecured Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Greif, Inc.,
a leading global provider of industrial packaging products and
service, and assigned a first time rating to the company's new
senior unsecured notes.  

The rating outlook is stable.

The rating on the new senior unsecured notes remains subject to
review of the final financing documentation.

Ratings upgraded:

   -- Corporate Family Rating, to Ba1 from Ba2,
   -- Probability-of-default rating, to Ba1 from Ba2,

Ratings assigned:

   -- $300 million senior unsecured notes due 2017 at Ba2, LGD5,
      75%.

In addition, the company speculative-grade liquidity rating of
SGL-1 has been affirmed.

The rating upgrade reflects the significant improvement in the
company's financial performance and credit profile.  The ratings
also reflect the company's leading market position in global
industrial packaging, its geographic, customer and end market
diversity as well as the meaningful financial flexibility provided
by its holdings of a large amount of unencumbered timber assets.

On the other hand, the ratings continue to be constrained by the
cyclicality in the company's industrial shipping container and
paper packaging businesses, declining demand for steel and fibre
drum products, its modest profit margins due to the mostly
commodity nature of its products, and considerable exposure to
volatile raw material prices.

The rating outlook is stable.

Factors that could favorably impact the ratings include:

   1) sustained improvement in the credit profile, through margin
      expansion and cash flow generation;

   2) demonstrated commitment to maintaining Moody's adjusted
      debt to EBITDA below 2.0x; and,

   3) further successful reduction of costs through strategic
      sourcing and operational excellence.

Factors that could negatively impact the ratings include
deteriorating revenues due to substitution or market share shift
away from the company, declining profit margins, or large debt-
financed acquisitions.

Moody's also affirmed Greif's speculative-grade liquidity rating
of SGL-1, which indicates very good liquidity and reflects Moody's
expectation that the company's operating cash flow, together with
its cash balance and availability under its committed revolver and
A/R securitization facility, should be more than sufficient to
cover its capital spending and other operational needs over the
next 12 months.

The Ba2 rating on the senior unsecured notes reflects an LGD5 loss
given default assessment that reflects its contractual
subordination to all of Greif's senior secured creditors.  The
notes will rank pari passu in right of payment to Greif's existing
and future senior debt and will be senior to all existing and
future senior subordinated debt.  The proceeds from the senior
unsecured notes will be used to fund the purchase of Greif's
8.875% senior subordinated notes due 2012.  Moody's will withdraw
the ratings on the senior subordinated notes upon the successful
issuance of the senior unsecured notes.

Greif, Inc., headquartered in Delaware, Ohio, is engaged in
industrial packaging products and services.   The Company provides
extensive expertise in steel, plastic, fibre, corrugated and
multi-wall containers for a wide range of industries.  Greif also
produces containerboard and manages timber properties in the
United States.  For fiscal year 2006, the company generated
approximately $2.6 billion in net sales and $326 million in
EBITDA.


HOME FRAGRANCE: Wants Court Approval to Reject Unexpired Leases
---------------------------------------------------------------
Home Fragrance Holdings Inc. asks the U.S. Bankruptcy Court for
the Southern District of Texas for authority to reject executory
contracts and unexpired non-residential real property leases.

The Debtor tells the Court that it is currently in the process
of liquidating its assets under a Chapter 11 Plan, which will
require returning unnecessary equipment and terminating associated
contracts and leases.

A full-text copy of Home Fragrance Inc.'s Executory Contracts is
available for free at http://ResearchArchives.com/t/s?18ce

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures and sells candles.  
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Elizabeth Carol Freeman,
Esq., and Thomas H. Grace, Esq., at Locke Liddell, et al.
represent the Debtor in its restructuring efforts.  Thomas S.
Henderson, III, Esq., in Houston, Texas, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $1 million and $100 million.


HOMEGOLD FINANCIAL: Former CEO's Securities Fraud Trial Starts
--------------------------------------------------------------
HomeGold Financial Inc. former chief executive officer Ronald J.
Sheppard's securities fraud trial started last week in Lexington,
South Carolina, reports say.

Mr. Sheppard is charged with three counts of securities fraud in
the state's largest bankruptcy case, officials say.

About 8,000 investors lost $275 million when HomeGold and its
affiliate, Carolina Investors Inc., closed in March 2003.

Mr. Sheppard was indicted in November 2005 as a result of the
36-month grand jury investigation, which also indicted five other
executives.  Four of those officers have been convicted and one is
currently awaiting trial, American Bankruptcy Institute reports.

According to Aiken Standard, the four executives are:

   -- Carolina Investors former president Larry Owen pleaded
      guilty in July 2004 to 22 counts of securities fraud.  
      He is serving an eight-year sentence,

   -- Carolina Investors former vice president Anne Owen, wife
      of Mr. Owen, pleaded guilty in July and was sentenced to
      10 years, suspended to 90 days with five years probation,
      home detention, and electronic monitoring for 18 months,

   -- Carolina Investors former chairman and former Lt. Gov. Earle
      Morris was convicted in November 2004 of 22 counts of
      securities fraud.  He was sentenced to 44 months in prison
      and is out on bail while he appeals, and

   -- HomeGold former chief financial officer Karen Miller pleaded
      guilty in September to one count of conspiracy.  Her
      sentence is deferred since she's cooperating with the
      investigation.

HomeGold Financial Inc. originated and sold residential mortgages
to homebuyers with credit problems.  HomeGold Financial and  
HomeGold Inc. filed for chapter 11 protection on March 31, 2003
(Bankr. D. S.C. Case No. 03-03865).  William E. Calloway, Esq., at
Robinson, Barton, McCarthy, Calloway & Johnson, P.A., represented
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.


JEAN COUTU: Rite Aid Shareholders Approve Drugstores Purchase
-------------------------------------------------------------
Stockholders of Rite Aid Corp. approved, on Jan. 18, 2007, a
definitive agreement to acquire approximately 1,850 Brooks and
Eckerd drugstores and distribution centers from The Jean Coutu
Group Inc. for 250 million shares of Rite Aid common stock, $1.45
billion in cash and the intended assumption of $850 million of The
Jean Coutu Group's long term debt.

More than 97% of the 414,298,141 votes cast was in favor of the
transaction based on the preliminary tally.  Approval to issue the
250 million shares of Rite Aid's common stock to The Jean Coutu
Group required that a majority of the votes cast be in favor of
the proposal and that the total votes cast on the proposal
represent more than 50% of the shares entitled to vote.

"We are very pleased with the outcome of Rite Aid's stockholders
meeting," Jean Coutu, Chairman, President and CEO of The Jean
Coutu Group, said.  "The result of [Thurs]day's vote demonstrate
that Rite Aid stockholders support Rite Aid's management team and
are confident that it has the skills and experience to leverage
its capabilities across a larger network."

Rite Aid stockholder approval of the acquisition satisfies one of
the remaining conditions to the closing of the transaction.  The
transaction, which is subject to review under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and other customary
closing conditions, is expected to close shortly after the end of
The Jean Coutu Group's third quarter and Rite Aid's fourth
quarter, which both end March 3, 2007.

                          About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore   
chain with fiscal 2006 revenues of $17.3 billion and 3,322 stores
in operation in 27 states and the District of Columbia.

                    About The Jean Coutu Group

The Jean Coutu Group (PJC) Inc. is a drugstore chain in North
America and in the eastern United States and Canada.  The company
and its combined network of 2,186 corporate and franchised
drugstores employ more than 61,000 people.  The Jean Coutu Group's
United States operations employ 46,000 people and comprise 1,859
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States. The Jean Coutu
Group's Canadian operations and franchised drugstores in its
network employ over 15,000 people and comprise 327 PJC Jean Coutu
franchised stores in Quebec, New Brunswick and Ontario.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service's held its B2 rating on The Jean Coutu
Group Inc.'s $350 million Guaranteed Senior Secured Revolver.


KOKOPELLI TOURS: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kokopelli Tours, Inc.
        dba Harris Tours
        dba Home Escapes
        72 Emerald Glen Lane
        Salem, CT 06420

Bankruptcy Case No.: 07-30107

Chapter 11 Petition Date: January 19, 2007

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206

Total Assets: $1,492,440

Total Debts:  $1,447,769

Debtor's Seven Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Volvo Financial Services                              $1,000,000
7025 Albert Pick Road
Suite 105
P.O. Box 26131
Greensboro, NC 27402

Motor Coach Industries                                  $284,000
1700 East Golf Road
Suite 300
Schaumburg, IL 60173

Bank of America               Line of credit             $94,545
P.O. Box 26078
Greensboro, NC 27420

Amerada Hess Corporation      Fuel                       $50,000
c/o Polivy & Rice, LLC
P.O. Box 230294
Hartford, CT 06123

First Insurance Funding Corp.                            $16,534
135 South LaSalle Street
Department 8075
Chicago, IL 60674

Financial Pacific Leasing                                 $2,360
LLC
P.O. Box 4568
Federal Way, WA 98063

Abco                                                        $330
P.O. Box 296
Waterford, CT 06385


LIBERTY SQUARE: Moody's Holds Junk Ratings on $18.25 Million Notes
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings on notes issued in
2001 by Liberty Square CDO I Ltd, a high-yield collateralized debt
obligation issuer:

   (1) The $7,250,000 Class D-1 Floating Rate Notes Due 2013

      -- Prior Rating: Caa2, on watch for possible downgrade
      -- Current Rating: Caa2

   (2) The $11,000,000 Class D-2 Floating Rate Notes Due 2013

      -- Prior Rating: Caa2, on watch for possible downgrade
      -- Current Rating: Caa2

The removal of the Class D notes from watch for possible downgrade
is primarily due to the diversion of excess Interest Proceeds to
pay down the Class D notes.  As reported in the December 2006
trustee report, the D OC was failing marginally at 102.11 versus a
trigger level of 102.5.


LIBERTY SQUARE: Moody's Junks Rating on $10 Million Class D Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on notes issued
in 2001 by Liberty Square CDO II, Limited, a managed high yield
structured finance collateralized bond obligation issuer:

   (1) The $140,000,000 Class A-1 Floating Rate Notes Due 2013

      -- Prior Rating: Aaa, on watch for possible downgrade
      -- Current Rating: Aa1

   (2) The $30,000,000 Class A-2 Floating Rate Notes Due 2013

      -- Prior Rating: Aaa, on watch for possible downgrade
      -- Current Rating: Aa1

   (3) The $22,500,000 Class B Floating Rate Notes Due 2013

      -- Prior Rating: Aa3, on watch for possible downgrade
      -- Current Rating: A2

   (4) The $25,000,000 Class C Floating Rate Notes Due 2013

      -- Prior Rating: Baa3, on watch for possible downgrade
      -- Current Rating: B1

   (5) The $10,000,000 Class D Floating Rate Notes Due 2013

      -- Prior Rating: Ba3, on watch for possible downgrade
      -- Current Rating: Caa3

   (6) The $30,000,000 Class 1 Combination Notes Due 2013

      -- Prior Rating: Aaa, on watch for possible downgrade
      -- Current Rating: Aa1

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of high yield debt securities, as well as the occurrence
of asset defaults and par losses, according to Moody's.  As
reported in the December 2006 trustee report, the weighted average
rating factor of the portfolio was 2917 versus the transaction's
trigger level of 1920.


MALDEN MILLS: Chrysalis Capital Chosen as Stalking Horse Bidder
---------------------------------------------------------------
Chrysalis Capital Partners was chosen as the "stalking horse
bidder" for Malden Mills Industries Inc. over Gordon Brothers
Group, the Associated Press reports.  Chrysalis will open the
bidding at $44 million.

As reported in the Troubled Company Reporter on Jan. 16, 2007, the
Debtors' board of directors unanimously approved sale of the
company to Gordon Brothers Group for $44 million.

As reported in the Troubled Company Reporter on Jan. 17, 2007,
Chrysalis said that the sale wasn't complete and that it continued
to be interested in purchasing the assets of Malden Mills and
operating the company.

AP relates that Gordon Bros had asked for a $1.2 million breakup
fee and up $700,000 in expenses whereas Chrysalis only wanted
$500,000 in expense reimbursement.

Bids are due Feb. 6.

Headquartered in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company previously filed for chapter 11 protection on Nov. 29,
2001 (Bankr. Mass. Case No. 01-47214).

The company and four of its affiliates filed for their second
chapter 11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos.
07-10048 through 07-10052).  Laura Davis Jones, Esq., and Michael
Seidl, Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub,
PC, represent the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets between
$1 million to $100 million and estimated debts of more than $100
million.  The Debtors' exclusive period to file a chapter 11 plan
expires on May 10, 2007.


NORTHWEST AIRLINES: Estimates $9.5 Billion in Unsecured Claims
--------------------------------------------------------------
Northwest Airlines Corporation and its affiliated debtors in the
jointly administered bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code pending in the U.S. Bankruptcy Court for the
Southern District of New York provide information on the aggregate
dollar amount of general unsecured claims that are expected to be
allowed against the Debtors in the bankruptcy cases.

Currently, the dollar amount of all unsecured claims filed against
the Debtors, as reflected on the claims register, totals
approximately $129 billion.  The Debtors believe that many of
these claims are subject to objection as being duplicative,
overstated, based upon contingencies that have not occurred, or
because they otherwise do not state a valid claim.  The foregoing
amount does not include claims that were filed without a specified
dollar amount, referred to as unliquidated claims, and claims that
were filed after the bar date for claims filing set by the Court.  
The Debtors are currently in the process of resolving claims in
accordance with the claims resolution procedures approved by the
Court; however, completion of this process will likely occur well
after confirmation of the Debtors' plan of reorganization.

The Debtors believe that the aggregate dollar amount of unsecured
claims currently appearing on the claims register far exceeds the
total dollar amount of unsecured claims that will ultimately be
allowed against the Debtors in the cases.  Although the ultimate
dollar amount of these claims is not known at this time, the
Debtors estimate that the amount will be between $8.75 billion
and $9.5 billion.  This estimate is subject to significant
uncertainties relating to the resolution of various claims,
including the resolution of contingent and unliquidated claims
such as litigation.  As a result, there can be no assurances that
the ultimate amount of these allowed claims will not exceed
$9.5 billion.  This estimate does not include any amounts for
post-petition interest on such claims and also excludes
administrative, priority and secured claims.

As reported in the Troubled Company Reporter on Jan. 17, 2007, the
Debtors continue to believe that there will be no recovery in
respect of outstanding equity interests in the Debtors under the
Debtors' plan of reorganization.  Further and updated information
regarding these matters will be included in the Debtors'
disclosure statement, which will be the definitive source for such
information when it is approved by with the Bankruptcy Court.

                     About Northwest Airlines

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


ON TOP COMMS: Georgia Asset Sale Hearing Slated for February 8
--------------------------------------------------------------
The Honorable Paul Mannes of the U.S. Bankruptcy Court for the
District of Maryland will convene a hearing at 3:00 p.m. on
Feb. 8, 2007, to consider the sale of On Top Communications LLC
and its debtor-affiliates' stations and related assets in Georgia
to Educational Media Foundation.

Educational Media agreed, pursuant to an asset purchase agreement
dated Dec. 28, 2006, to buy the assets for $615,000.

The Debtor asserts that the assets were fully marketed and the
purchase price to be paid by Educational Media is fair and
reasonable and reflects the highest and best value for the assets.

Educational Media has deposited $61,500 with Debtors' counsel,
which deposit upon approval of the sale of the assets will be
transferred to an interest-bearing escrow account and, together
with any interest earned, will be held by an escrow agent.

Pursuant to the Asset Purchase Agreement, Educational Media will
not assume any of the Debtors' debts, liabilities and other
obligations with respect to the Georgia Stations, and the Debtors
will assign the lease on the stations to Educational Media.

Headquartered in Lanham, Maryland, On Top Communications LLC and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of
$10 million to $50 million.


PACIFIC LUMBER: Has Until Friday to Use Lenders' Cash Collateral
----------------------------------------------------------------
The Pacific Lumber Company, and its debtor-affiliates, excluding
Scotia Pacific Company LLC, obtained authority from the United
States Bankruptcy Court for the Southern District of Texas to use
the Lenders' cash collateral, through Jan. 26, 2007, as outlined
in a budget.

Prior to filing for bankruptcy, Pacific Lumber Britt Lumber Co.,
Inc., borrowed money under two credit agreements:

    (a) a July 18, 2006 Revolving Credit Agreement, with LaSalle
        Bank National Association, LaSalle Business Credit, LLC,
        and Marathon Structured Finance Fund, L.P., with
        $40 million outstanding as of the bankruptcy filing; and

    (b) a July 18, 2006 Term Loan  Agreement with Marathon with
        outstanding amount of $84 million.

The Debtors' obligations are guaranteed by Scotia Development
LLC, Salmon Creek LLC and Scotia Inn Inc.

The Lenders have asserted that the Debtors' obligations under the
Credit Agreements are secured by a jointly held senior lien on
substantially all of the Debtors' assets pursuant to a Guarantee
and Collateral Agreement dated as of July 18, 2006.

The Debtors need about $2,070,000 for operating and other
business expenses during the week ending January 26, 2007, Harlin
C. Womble, Jr., Esq., at Jordan, Hyden, Womble, Culbreth, &
Holzer, P.C., in Corpus Christi, Texas, the Debtors' proposed
bankruptcy counsel, relates.  The Debtors intend to use cash
resources as of the Petition Date of approximately $268,000 and
anticipated cash generated from operations aggregating
approximately $2,140,000.

Section 363(c) of the Bankruptcy Code provides that a debtor may
use cash collateral if all interested entities consent or the
court, after notice and a hearing, authorizes that use.  Section
363(e) requires that the use of cash collateral be prohibited or
conditioned as is necessary to provide adequate protection to
persons that have an interest in cash collateral.

Mr. Womble emphasizes that a sufficient equity cushion adequately
protects the Lenders.  The Lenders' equity cushion is
approximately 100%, as their collateral is conservatively valued
at more than $250,000,000, while the aggregate amount owed to
them by the Debtors under the Credit Agreements is less than
$125,000,000.

Moreover, the Debtors propose to grant a replacement lien for the
Lenders' benefit in collateral acquired postpetition, Mr. Womble
adds.  The amount secured by the Replacement Lien will be equal
to any diminution of the Lenders' Cash Collateral interest
existing as of the Petition Date.
   
"The combination of [the Debtors'] Replacement Lien and equity
cushion provides more than adequate protection of the Lenders'
interest in Cash Collateral," Mr. Womble maintains.

The Court will convene a hearing today, Jan. 24, 2007, regarding
the Debtors' continued use of the Cash Collateral.

                   Cash Collateral Budget

        Palco/Britt/Salmon Creek/ Scotia Inn Cash Flow
            For The Week Ending January 26, 2007

   Beginning Cash                                 $268,242

   Cash In
        Lumber Receivables                       1,227,410
        Power Receivables                                -
        Chips, BP & Other                          267,944
        Log Sales                                  380,000
        Receivables Adj/Britt A/R                  270,000

   Total Cash In                                 2,145,354

   Operating Expenses
        SCOPAC Payments                                  -
        Logging Contractor Payments                632,338
        Power Plant                                126,998
        Town                                        39,851
        Trucking                                    35,000
        Parts/Maintenance                           90,000
        Roads                                      120,666
        Britt Expenses                             100,000
        Scotia Development Expenses                 57,000
        Other/One Time/Cap Expenses                 37,500

   Payroll & Benefits
        Net Payroll                                340,000
        Payroll Taxes/401K                         306,000
        Britt Payroll                                    -
        Medical                                     65,000
        Pharmacy                                         -
        Severance                                  122,000

   Total Expenses                                2,072,352

   Net Cash Flow                                    73,002

   Ending Cash                                    $341,244

Based in Oakland, CA, The Pacific Lumber Company --
http://www.palco.com/-- 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.  The company and five of its affiliates filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue  No. 1; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PACIFIC LUMBER: Scotia Gets Nod for Interim Use of Cash Collateral
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, has granted authority to Scotia
Pacific Company LLC, on an interim basis, to:

   (a) use cash collateral in which Bank of America National Trust      
       and Savings Association and Bank of New York Trust each
       possess an interest, including funds in the SAR Account;
       and

   (b) provide adequate protection to both banks to the
       extent of any diminution in the value of their interests
       in the Prepetition Collateral.

John F. Higgins, Esq., at Porter & Hedges, L.L.P., in Houston,
Texas, Scopac's proposed counsel, told the court that the company
required immediate access to Cash Collateral for, among other
things, the funding of payroll obligations and payment of
necessary operating expenses.

Until the Court enters a final order, Scopac may use Cash  
Collateral solely in accordance with a budget.

                        First Priority Liens

As adequate protection of the interests, if any, of BofA and BoNY  
in the Prepetition Collateral and Cash Collateral, the Court  
granted each of BofA and BoNY first priority, perfected  
replacement liens and security interests in all the Prepetition  
Collateral and the Cash Collateral of Scopac, to the extent of  
the diminution of their interests in the Prepetition Collateral  
and the Cash Collateral.

BofA and BoNY are also each granted a superpriority cost of  
administrative priority claim under Section 507(b) of the  
Bankruptcy Code to the extent of the diminution of their  
interests in the Prepetition Collateral and the Cash Collateral.   
BofA's and BoNY's superpriority administrative claims, if any,  
will be subject to the fees and expenses of the Office of the  
U.S. Trustee and the Clerk of the Bankruptcy Court.

                       Reporting Requirements

The Court required Scopac to deliver to each of BofA and BoNY and  
their counsel:

   -- on a monthly basis, a financial report consisting of
      Scopac's balance sheet and income statement as of the end
      of that period;

   -- copies of all reports filed with the office of the U.S.
      Trustee within two days after that filing; and

   -- on a weekly basis, a report of the difference between
      budgeted and expended Cash Collateral.

                            Timber Notes

In 1998, Scotia Pacific Company LLC issued $867,200,000 aggregate  
principal amount of secured notes -- the Timber Notes -- which  
are governed by the Indenture dated July 20, 1998, by and between  
Scopac and the U.S. Bank & Trust.  Bank of New York Trust  
Company, NA, has since replaced U.S. Bank as indenture trustee.

As of the Scotia's bankruptcy filing, approximately $713,800,000
in principal was outstanding on the Timber Notes.

In addition, Scopac borrowed under a one-year, renewable line of  
credit pursuant to a Credit Agreement dated July 20, 1998, with  
Bank of America National Trust and Savings Association, as lender  
and agent for itself and any other lender parties.  Scopac used  
advances under the Line of Credit to finance up to one year's  
interest payments due on the Timber Notes.

As of the Petition Date, the maximum amount available under the  
Scopac Line of Credit is approximately $17,279,085 and  
$36,214,344 in borrowings was outstanding.

BofA and BoNY asserted that Scopac's obligations under the  
Indenture and the Scopac Line of Credit are secured by perfected,  
jointly held senior liens and security interests in substantially  
all of Scopac's assets pursuant to the Deed of Trust, Security  
Agreement, Financing Statement, Fixture Filing and Assignment of  
Proceeds dated as of July 20, 1998, from Scopac to Fidelity  
National Title Insurance Company for the Benefit of the Trustee  
including (i) the Scopac Timber Property, (ii) the Scopac Timber  
Rights, (iii) certain computer hardware and software, (iv) the  
Scheduled Amortization Reserve Account, and (v) certain other  
assets -- the Prepetition Collateral.

Based in Oakland, CA, The Pacific Lumber Company --
http://www.palco.com/-- 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.  The company and five of its affiliates filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue  No. 1; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PACIFIC LUMBER: Chapter 11 Filing Prompts S&P's Default Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Scotia,
Califoria-based Pacific Lumber Co. to 'D' from 'CCC'.

"The rating action followed Pacific Lumber's announcement that it
filed for voluntary protection under Chapter 11 of the U.S.
Bankruptcy Code," said Standard & Poor's credit analyst Pamela
Rice.

The company, which produces redwood and Douglas-fir lumber, said
that because of regulatory limitations, annual timber harvest
volumes at its subsidiary, Scotia Pacific Co. LLC, and cash flows
from operations are substantially below the levels necessary to
meet the companies' debt-service obligations.


PACIFIC SHORES: Moody's Upgrades Rating on Class 1 and 2 Shares
---------------------------------------------------------------
Moody's Investors Service upgraded these classes of notes issued
by Pacific Shores CDO, Ltd.:

   (1) The $28,000,000 Class C Mezzanine Secured Floating Rate
       Notes Due 2037

      -- Prior Rating: Baa2, on watch for possible upgrade
      -- Current Rating: Baa1

   (2) The 21,500 Class 1 Preference Shares with an Aggregate
       Liquidation Preference of $21,500,000

      -- Prior Rating: Ba2, on watch for possible upgrade
      -- Current Rating: Baa2

   (3) The 7,000 Class 2 Preference Shares with an Aggregate
       Liquidation Preference of $7,000,000

      -- Prior Rating: Ba2, on watch for possible upgrade
      -- Current Rating: Baa2

Moody's has also confirmed the ratings on these classes of notes
issued by Pacific Shores CDO, Ltd.:

   (1) The $96,000,000 Class B-1 Second Priority Senior Secured
       Floating Rate Notes Due 2037

      -- Prior Rating: Aa1, on watch for possible upgrade
      -- Current Rating: Aa1

   (2) The $16,000,000 Class B-2 Second Priority Senior Secured
       Floating Rate Notes Due 2037

      -- Prior Rating: Aa1, on watch for possible upgrade
      -- Current Rating: Aa1

Moody's noted that the rating action was primarily due to the
ongoing delevering of the transaction.


PILGRIM'S PRIDE: Prices $650 Million of Senior Notes
----------------------------------------------------
Pilgrim's Pride Corporation priced the sale of $400 million of its
7-5/8% senior notes due 2015 and $250 million of its 8-3/8% senior
subordinated notes due 2017.  The $650 million aggregate principal
amount of the notes is an increase from the $450 million offering
amount by Pilgrim's Pride.

The closing of the offering of the notes is expected to occur
today, Jan. 24, 2007, subject to customary conditions.  Pilgrim's
Pride plans to use the net proceeds from the offering to refinance
indebtedness incurred in connection with the acquisition of Gold
Kist Inc. and to repurchase certain of its outstanding senior
subordinated notes.

Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC are
joint book running managers for this offering. BMO Capital Markets
Corp., Deutsche Bank Securities Inc. and J.P. Morgan Securities
Inc. are senior co-managers, and Banc of America Securities LLC,
Stephens Inc. and Stifel, Nicolaus & Company, Incorporated are co-
managers for the offering.

     ADP Prospectus Services
     Attn:  Shawn Leandre
     Lehman Brothers
     1155 Long Island Avenue
     Edgewood, NY 11717
     Toll-Free 1-888-603-5847

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corp. (NYSE:
PPC) -- http://www.pilgrimspride.com/-- produces, distributes and  
markets poultry processed products through retailers, foodservice
distributors and restaurants in the United States, Mexico and in
Puerto Rico.  Pilgrim's Pride employs approximately 40,000 people
and has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2007,
Moody's Investors Service downgraded the senior unsecured credit
rating for Pilgrim's Pride Corp. to B1 from Ba3, its senior
subordinated notes to B2 from B1, and its corporate family
ratings to Ba3 from Ba2.  Moody's also assigned a B1 rating to
PPC's planned new $250 million senior unsecured notes and a B2 to
its new $200 million senior subordinated notes.  The outlook on
all ratings is stable.

Standard & Poor's Ratings Services reported that the corporate
credit rating on the largest U.S. poultry processor, Pilgrim's
Pride Corp., was lowered to 'BB-' from 'BB'.


PIRRONE HOLDINGS: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pirrone Holdings Corp.
        3 Tudor Road
        Old Tappan, NJ 07675

Bankruptcy Case No.: 07-RG

Chapter 11 Petition Date: January 19, 2007

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Nancy Isaacson, Esq.
                  Goldstein Isaacson, PC
                  100 Morris Avenue, 3rd Floor
                  Springfield, NJ 07081
                  Tel: (973) 258-0500

Total Assets: $1,515,000

Total Debts:  $2,347,751

Debtor's Seven Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Yellow Funding, Inc.          3 Tudor Road            $2,100,000
625 West 51th                 Old Tappan, NJ
New York, NY 10019            Value of security:
                              $1515,000

Peter J. Unahue &             3 Tudor Road              $130,000
Kimberly D. Unanue            Old Tappan, NJ
26 Sunden Court               07675
Old Tappan, NJ 07675          Value of security:
                              $1,515,000
                              Senior lien:
                              $2,100,000


Monarch Capital Corporation   3 Tudor Road               $55,000
1120 Bloomfield Avenue        Old Tappan, NJ
Wet Caldwell, NJ 07006        07675
                              Value of Security:
                              $1,515,000
                              Senior lien;
                              $2,281,000

James & Carol Hamilton        3 Tudor Road               $51,000
45 Old Hook Road              Old Tappan, NJ
Dumont, NJ 07628              07675
                              Value of Security:
                              $1,515,000
                              Senior lien:
                              $2,230,000


Borough of Old Tappan                                    $10,994
227 Old Tappan Road
Westwood, NJ 07675

Borough of Old Tappan         Sewer Debt                    $756
227 Old Tappan Road
Westwood, NJ 07675

GMAC                          Truck                      Unknown
P.O. Box 3100
Midland, TX 79702


R.G. PHARMACY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: R.G. Pharmacy, Inc.
        dba The Medicine Shoppe
        348 Main Street
        Manchester, CT 06040

Bankruptcy Case No.: 07-20082

Type of Business: The Debtor is a Medicine Shoppe franchisee.

Chapter 11 Petition Date: January 19, 2007

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Elizabeth J. Austin, Esq.
                  Jessica Grossarth, Esq.
                  Pullman and Comley
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2000
                  Fax: (203) 257-0993

Total Assets: $3,989,807

Total Debts:  $4,703,678

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Cardinal Health                                    $1,611,668
   Bank One, Columbus, NA
   100 East Broad Street
   Columbus, OH 43271

   Invacare Supply Group                                 $14,905
   P.O. Box 642878
   Pittsburgh, PA 15264-2878

   Automed Technologies, Inc.                             $9,532
   Dept. 77-52226
   Chicago, IL 60678-2226

   Anda Inc.                                              $4,286

   Hanover Label and Packaging, Inc.                      $2,840

   FLA Orthopedics Inc.                                   $2,805

   Alimed, Inc.                                           $1,975

   Roche Diagnostics                                      $1,499

   Juzo                                                   $1,224

   Opus Systems                                           $1,192

   The Guardian                                           $1,068

   BSN-Jobst, Inc.                                        $1,067

   Med-Pass Inc.                                            $736

   Team DME                                                 $546

   Apothecary Products                                      $543

   Sigvaris, Inc.                                           $425

   Nextel Communications                                    $415

   eRx Netwrok, LLC                                         $411

   Express Direct Services LLC                              $400

   Journal Inquirer                                         $400


REFCO INC: Chapter 7 Trustee Objects to FGS' $12 Million Claims
---------------------------------------------------------------
Albert Togut, the Chapter 7 Trustee overseeing the liquidation of
the Refco, LLC estate, asks the U.S. Bankruptcy for the Southern
District of New York to disallow and expunge Claim Nos. 41 and 42
filed by FGS Refco Acquisition Co. against the Debtor, each
asserting approximately $6,000,000 as administrative expense and
general unsecured claims.  

Mr. Togut asserts that the FGS Claims are:

   -- excessive in amount,
   -- legally impermissible, and
   -- not supported by the documentation provided.

Mr. Togut adds that the FGS Claims are virtually identical to,
and thus duplicative of, the administrative expense request
pursuant to Section 503(b) of the Bankruptcy Code made by FGS in
Refco, Inc.'s Chapter 11 cases.

To avoid duplication and promote judicial economy, the Chapter 7
Trustee insists that his objection to the FGS Claims in the
Debtor's case should be consolidated by the Court for hearing
together with the FGS Administrative Expense Request, which is
set for hearing in Refco's Chapter 11 cases at a later date.

                       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. 55; 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.


RITE AID: Shareholders Okay Purchase of Jean Coutu Drugstore Chain
------------------------------------------------------------------
Stockholders of Rite Aid Corp., on Jan. 18, 2007, approved a
definitive agreement to acquire approximately 1,850 Brooks and
Eckerd drugstores and distribution centers from The Jean Coutu
Group Inc. for 250 million shares of Rite Aid common stock, $1.45
billion in cash and the intended assumption of $850 million of The
Jean Coutu Group's long term debt.

More than 97% of the 414,298,141 votes cast was in favor of the
transaction based on the preliminary tally.  Approval to issue the
250 million shares of Rite Aid's common stock to The Jean Coutu
Group required that a majority of the votes cast be in favor of
the proposal and that the total votes cast on the proposal
represent more than 50% of the shares entitled to vote.

"We are very pleased with the outcome of Rite Aid's stockholders
meeting," Jean Coutu, Chairman, President and CEO of The Jean
Coutu Group, said.  "The result of [Thurs]day's vote demonstrate
that Rite Aid stockholders support Rite Aid's management team and
are confident that it has the skills and experience to leverage
its capabilities across a larger network."

Rite Aid stockholder approval of the acquisition satisfies one of
the remaining conditions to the closing of the transaction.  The
transaction, which is subject to review under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and other customary
closing conditions, is expected to close shortly after the end of
The Jean Coutu Group's third quarter and Rite Aid's fourth
quarter, which both end March 3, 2007.

                      About The Jean Coutu Group

The Jean Coutu Group (PJC) Inc. is a drugstore chain in North
America and in the eastern United States and Canada.  The company
and its combined network of 2,186 corporate and franchised
drugstores employ more than 61,000 people.  The Jean Coutu Group's
United States operations employ 46,000 people and comprise 1,859
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States. The Jean Coutu
Group's Canadian operations and franchised drugstores in its
network employ over 15,000 people and comprise 327 PJC Jean Coutu
franchised stores in Quebec, New Brunswick and Ontario.

                            About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore   
chain with fiscal 2006 revenues of $17.3 billion and 3,322 stores
in operation in 27 states and the District of Columbia.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service confirmed the ratings of Rite Aid
Corporation's $300 million 2nd-lien secured notes due 2011 and
$357 million 2nd-lien secured notes due 2011 at B2.


SEA CONTAINERS: Committee Taps Houlihan Lokey as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers,
Ltd. and its debtor-affiliates' chapter 11 case ask authority from
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Houlihan Lokey Howard & Zukin
Capital, Inc. as financial advisor, nunc pro tunc to Oct. 26,
2006.

In addition, the Debtors ask the Judge Carey to approve the terms
of employment and the compensation of Houlihan Lokey at the
expense of the Debtor's estate set forth in an engagement letter,
and approve that Houlihan Lokey be excused from maintaining time
records with respect to the services it will render in the
bankruptcy case.

Before the Debtors filed for bankruptcy, Houlihan Lokey was the
special financial advisor to the ad hoc committee of holders of
public debt securities issued by SCL.  As a result, the firm is
already very familiar with the Debtors' financial and operational
situation, material constituencies, and issues requiring
resolution in order to reorganize, and has become uniquely
situated to increase the likelihood of a successful restructuring,
Andrew B. Cohen, managing director of Dune Capital LLC, discloses.

Houlihan Lokey is an international investment banking and
financial advisory firm, which provides corporate finance and
financial advisory services, as well as execution capabilities, in
a variety of areas, including financial restructuring.  Mr. Cohen
adds that the firm's financial restructuring group has advised on
over 400 transactions, valued in excess of $200,000,000,000, over
the past 10 years.

Houlihan Lokey will:

    -- evaluate the assets and liabilities of Sea Containers
       and its subsidiaries;

    -- analyze and review the financial and operating
       statements of the group;

    -- analyze the business plans and forecasts of the Group;

    -- evaluate all aspects of the Group's near-term liquidity,
       including various financing alternatives available to the
       Group and, if required, any exit financing in connection
       with any plan of reorganization filed by the Debtors or
       any other plans and any related budgets;

    -- provide specific valuation or other financial analyses
       as the Creditors' Committee may require;

    -- assist the Creditors Committee in negotiations with
       the Company, its advisors, and other interested third
       parties;

    -- help with the claim resolution process and related
       distributions;

    -- develop, evaluate, and assess the financial issues
       and options concerning any proposed transaction;

    -- prepare, analyze, and explain the Plan and the
       Transaction to various constituencies;

    -- provide testimony in court on behalf of the Creditors
       Committee if necessary or as reasonably requested by the
       Committee; and

    -- undertake any other analysis and advisory work as may be
       requested from time to time by the Creditors Committee,
       Bingham McCutchen LLP or Morris, Nichols, Arsht & Tunnell
       LLP and which are consistent with Houlihan Lokey's
       capabilities.

The Debtors will pay Houlihan Lokey a fee of $150,000 per month
beginning Oct. 26, 2006, and after that on the 26th day of
each subsequent month until termination or expiration of the
agreement.

Upon consummation of any Transaction, Houlihan Lokey will be paid
in cash an additional fee of $2,100,000, offset by $50,000 of
each Monthly Fee, if any, earned and paid on or after
March 26, 2007.

Houlihan Lokey will also seek reimbursement for reasonable
out-of-pocket expenses incurred in connection with its
engagement.

Mr. Cohen tells the Court that the complexity, intense activity,
and speed that have characterized the Debtors' case have
necessitated that Houlihan Lokey focus its immediate attention on
time-sensitive matters, and devote substantial resources to the
Creditors Committee's affairs.

Chris Di Mauro, managing director of Houlihan Lokey, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  Houlihan
Lokey does not represent any party with an interest materially
adverse to the Debtors or the estate, Mr. Mauro says.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides passenger  
and freight transport and marine container leasing.  Registered in
Bermuda, the company has regional operating offices in London,
Genoa, New York, Rio de Janeiro, Sydney, and Singapore.  The
company is owned almost entirely by United States shareholders and
its primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On October 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE Arca
after the company's failure to file its 2005 annual report on Form
10-K and its quarterly reports on Form 10-Q during 2006 with the
U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


SEA CONTAINERS: Withdraws Plea for Non-Debtor Assets Sale Protocol
------------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates filed, but
immediately withdrew, without prejudice, a request for approval of
procedures for selling or transferring certain assets owned by
their various non-debtor subsidiaries without any need for further
Court-approval of the transactions.  The Debtors did not divulge
the reasons for the withdrawal in their notice filed with the U.S.
Bankruptcy Court for the District of Delaware.

                   Non-Debtor Asset Sale Procedures

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, said, although those assets do not
constitute property of their estates, (i) the Debtors may be
required by third parties to provide shareholder consent before
consummation of any sale, and (ii) certain buyers may also be
concerned that Court approval is necessary to consummate the
sale.

Under the procedures, the Debtors will notify the U.S. Trustee
and the Official Committee of Unsecured Creditors of any proposed
sale or transfer of the Non-Debtor Subsidiary Assets.  Absent any
objections by either party, the Debtors will pursue the sale
without a request for Court-approval of the sale.

Mr. Brady narrated that the Debtors have been working with the
Official Committee of Unsecured Creditors in its bankruptcy case
to craft their proposal in a mutually acceptable manner.  Although
no definitive agreement has been reached, the Debtors continue to
work with the Committee and anticipate that the Committee will
support the request, Mr. Brady said in the Motion.

A non-exhaustive list of various Non-Debtor Assets is available
for free at http://researcharchives.com/t/s?18d5

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides passenger  
and freight transport and marine container leasing.  Registered in
Bermuda, the company has regional operating offices in London,
Genoa, New York, Rio de Janeiro, Sydney, and Singapore.  The
company is owned almost entirely by United States shareholders and
its primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On October 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE Arca
after the company's failure to file its 2005 annual report on Form
10-K and its quarterly reports on Form 10-Q during 2006 with the
U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


SEARS HOLDINGS: C. Monaghan Resigns as Chief Financial Officer
--------------------------------------------------------------
Sears Holdings Corp. disclosed that Craig T. Monaghan, executive
vice president and chief financial officer, will leave the
company at the end of the month to return to Florida where his
family still resides.

William C. Crowley, chief administrative officer, executive
vice president and a director, will assume the additional
responsibility of interim chief financial officer until a
replacement can be named.  Mr. Crowley had served as chief
financial officer of the company prior to the arrival of
Mr. Monaghan in September 2006.

The company will commence a search to fill the chief financial
officer position immediately.

Hoffman Estates, Illinois-based Sears Holdings Corp.
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is the  
nation's third largest broadline retailer, with approximately
US$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States,
Canada and Puerto Rico.  Sears Holdings is a home appliance
retailer as well as a retailer of tools, lawn and garden, home
electronics, and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including well-known labels as Lands'
End, Jaclyn Smith, and Joe Boxer, as well as the Apostrophe and
Covington brands.

                        *    *    *

As reported in the Troubled Company Reporter on June 23, 2006,
Standard & Poor's Ratings Services revised its outlook on Sears
Holdings Corp. to stable from negative.  All ratings, including
the 'BB+' corporate credit rating, and the 'B-1' short-term
rating for Sears Roebuck Acceptance Corp., are affirmed.

As reported in the Troubled Company Reporter on Jun 22, 2006,
Fitch affirms its ratings of Sears Holdings Corp. including its
Issuer Default Rating (IDR) at 'BB'; Senior notes at 'BB'; and
Secured bank facility at 'BBB-'.


SUN MICROSYSTEMS: Inks Landmark Agreement with Intel Corp.
----------------------------------------------------------
Sun Microsystems Inc. and Intel Corporation entered into a broad
strategic alliance centered on Intel's endorsement of the Solaris
Operating System and Sun's commitment to deliver a comprehensive
family of enterprise and telecommunications servers and
workstations based on Intel Xeon processors.

The scope of the agreement spans Solaris, Java and NetBeans
software and Intel Xeon microprocessors, as well as other Intel
and Sun enterprise-class technologies.  The alliance also includes
joint engineering, design and marketing efforts.

Intel is embracing Solaris as a mainstream OS and the enterprise
class, mission critical UNIX OS for Intel Xeon processor-based
servers.  Intel also endorses Sun's Solaris, Java and NetBeans
products and will actively support the OpenSolaris and open Java
communities from which they continue to evolve.

Sun is committed to leading on performance and energy efficiency
in its server product line.  After a comprehensive evaluation of
industry platform solutions, Sun has decided to complement its
current offerings with platforms based on Intel Architecture
optimized for Solaris beginning in the first half of 2007.  Sun
believes Intel's model of alternating new microarchitectures with
new process technologies on an annual basis will offer outstanding
building blocks for Sun's customers.

Sun plans to deliver a comprehensive family of Intel-based systems
with uni-, dual- and multi-processor based servers and
workstations supporting Solaris, Windows and Linux. Intel and Sun
will also collaborate around greater than four processor scale-up
systems optimized for the Solaris OS.

"We're excited about Intel's long term Xeon road map and the
performance we're seeing with Solaris and Sun Java on the Xeon
platforms," said Jonathan Schwartz, president and CEO, Sun
Microsystems.  "And Intel's endorsement for and agreement to OEM
Solaris opens markets for both of us across the world.  This is
truly a landmark relationship for the industry."

"We're thrilled to be working with Sun to make Solaris on Intel
Xeon processors a great solution for our enterprise customers
worldwide," said Paul Otellini, president and CEO, Intel.  
"Bringing together the best technologies from both Sun and Intel
will result in innovative products for years to come."

As part of this alliance, Intel has signed a Solaris OEM agreement
enabling Intel to distribute and support the Solaris OS to its
customers as market opportunities may arise and consistent with
Intel's product strategies.  Intel and Sun will strongly encourage
independent software vendors and system providers to expand their
offerings for Solaris on Intel-based systems, and Intel will
support Sun in its efforts to optimize applications for Solaris on
Intel Xeon processor-based systems.

Intel and Sun also believe that the combination of Sun's open
source Solaris and Java development environments and the Intel
architecture provide a solid platform for ISVs to develop and
deliver applications and web services to deliver outstanding
differentiated value to enterprise customers.  The Solaris
platform is supported by more than 2000 ISVs on 800+ platforms
that deliver the essential scaling, functionality and security
capable of handling explosive network growth.

Both companies expect this alliance to expand the reach of Intel
Xeon processor and Solaris OS based solutions.  Solaris adoption
will be driven by the Intel Xeon processor's significant market
presence and in turn Solaris will give Intel a broader presence in
the datacenter, virtualization and high performance computing
space.  The two companies will also work together on the rapid
adoption of key enterprise-class Intel and Sun technologies for
Sun's systems based on Intel Xeon processors including Intel
Virtualization Technology, Intel IO Acceleration Technology and
Intel Demand Based Switching.

                            About Intel

Headquartered in Santa Clara, California, Intel Corporation --
http://www.intel.com/-- manufactures computer, networking, and  
communications products.

                      About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems, Inc.
(Nasdaq: SUNW) -- http://www.sun.com/-- provides products and  
services for network computing. It provides network computing
infrastructure solutions that consist of computer systems, network
storage systems, support services, and professional and knowledge
services.

                           *     *     *

Sun Microsystems, Inc.'s 7.65% Senior Notes due Aug. 15, 2009,
carry Moody's Investors Service's Ba1 rating and Standard & Poor's
BB+ rating.


THERMOVIEW INDUSTRIES: Discloses Management Buyout by Blackstreet
-----------------------------------------------------------------
ThermoView Industries, Inc., and its subsidiaries has been
acquired in a management buyout led by Chief Executive Officer,
Larry Smith, from Blackstreet Capital Management, LLC (formerly
Milestone Capital Management), a Washington, DC based private
equity firm.

Blackstreet Capital Management purchased ThermoView while it was
reorganizing under Chapter 11 of the U.S. Bankruptcy Code.

"We have completed the restructuring of ThermoView and in the last
year have seen tremendous performance," Ric Miller, ThermoView's
Chairman, said.  "We are confident that under management's
ownership that ThermoView will continue to thrive. This
transaction benefits all of ThermoView's constituents."

"We are pleased to conclude the sale of ThermoView," said Murry N.
Gunty, Managing Partner of Blackstreet Capital Management, LLC,
the owner of ThermoView.  "As a result of the efforts of the
management team, this concludes a very successful investment for
our fund.  We are confident that under Larry's guidance that
ThermoView will continue to grow stronger."

                    About Blackstreet Capital

Blackstreet Capital Management, LLC is a Washington, DC based
private equity firm with $88 million of capital under management.  
Blackstreet focuses on control buyouts of companies that are
either underperforming, in out-of-favor industries or are
undergoing some form of transition.  Blackstreet seeks investments
in a range of industries, including manufacturing/distribution,
restaurants, specialty retail business services and health care.

                        About ThermoView

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- designs, manufactures, markets  
and installs replacement windows and doors for residential
homeowners.  The Company and its subsidiaries filed for chapter 11
protection on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123
through 05-37132).  

David M. Cantor, Esq., at Seiller Waterman LLC represents the
Debtors.  Cathy S. Pike, Esq., represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $3,043,764 in total assets and
$34,104,713 in total debts.

On Oct. 3, 2006, the Court converted the Debtor's chapter 11 case
to a chapter 7 liquidation proceeding.  Thomas Frentz, Esq., was
appointed as the Chapter 7 trustee.


THOMPSON & WALTERS: Can Make $5.5MM Partial Payment to Union Bank
-----------------------------------------------------------------
Thompson & Walters Nursery LLC obtained authority from the U.S.
Bankruptcy Court for the District of Oregon to make a $5,500,000
partial payment to Union Bank of California, N.A. relating to the
Debtor's $10,000,000 loan with the bank.

The loan is secured by all of the Debtor's assets.  In the
aggregate, as of Sept. 30, 2006, the outstanding balance on the
loan was $8,908,165 including $220,806 in accrued interest.

The Debtor tells the Court that following the partial payment, the
estate will posses approximately $4,600,000, an amount estimated
to be sufficient to pay all remaining claims.

The remaining claims exclude the claims of Union Bank and general
unsecured creditors, the latter of which will be determined by the
claims process pursuant to the Bankruptcy Code.

A list of remaining claims entitled to the $4,600,000 fund is
available for free at http://researcharchives.com/t/s?18d7

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery LLC
wholesales and retails nursery stock.  The Company filed for
chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case No.
06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  Jeffrey C. Misley, Esq. at Sussman Shank
LLP represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it
estimated assets of 24,538,461 and debts of $27,187,244.


TRANSDIGM INC: Fitch Holds B- Rating on Sr. Notes & Removes Watch
-----------------------------------------------------------------
TransDigm Group's subsidiary TransDigm Inc.'s senior subordinated
notes have been affirmed at 'B-/RR5' and removed from Rating Watch
Negative by Fitch Ratings.  

The notes were initially placed on Rating Watch Negative on
Jan. 11, 2007 as the result of TDG's report that debt would be
issued to fund most of its planned $430 million acquisition of
Aviation Technologies Inc.

Fitch has also affirmed these ratings:

TransDigm Group

   -- Issuer Default Rating 'B'.

TransDigm Inc.

   -- Issuer Default Rating 'B';
   -- Senior secured bank debt 'BB-/RR2'.

The Rating Outlook for Transdigm's senior subordinated notes is
Negative.  

Fitch has also revised the Rating Outlook on TransDigm's
outstanding ratings to Negative from Stable.

The senior secured bank debt and the senior subordinated notes
ratings also apply to TDI's proposed new debt offerings,
consisting of $250 million of senior subordinated notes, a
$180 million add-on to TDI's existing term loan, and a
$50 million add-on to TDI's existing revolving credit facility.

Assuming the additional debt is issued as planned, these ratings
affect approximately $1.4 billion of debt.  Should the total
amount of debt issued change or allocations between tranches
change, further ratings actions may be necessary.

The existing and proposed senior subordinated notes were affirmed
and removed from Rating Watch Negative based on the mix of debt
TDG plans to use for the ATI acquisition.  Fitch estimates that
the expected recovery for the senior subordinated notes on a pro
forma basis is currently close to Fitch's guidelines for a
recovery rating of 'RR5' and Fitch believes that expected recovery
will return to within the guidelines by year-end.

The revision of the Rating Outlook to Negative from Stable is
based on the high pro forma leverage for the rating category.
Fitch also believes there is a possibility that TDG will use
excess cash to fund acquisitions instead of retiring debt or
engage in further debt financed acquisitions.

The ratings are supported by:

   -- TDG's strong free cash flow;

   -- TDG and ATI's diverse portfolio of products found on most
      commercial jet aircraft, as well as a number of U.S.
      military platforms;

   -- their roles as sole source providers for the bulk of their
      respective sales;

   -- aftermarket and military business for both companies that
      account for more than half of sales and which help to
      offset the cyclicality of commercial jet manufacturing;
      and,

   -- TDG management's history of successful acquisitions and
      managing a leveraged business.

TDG's position in the aerospace and defense markets currently
benefits from the strong environment for commercial and military
aircraft production and continued growth in the aftermarket due to
increasing air travel and continued high operational tempo for the
U.S. military.

Concerns focus on:

   -- TDG's high leverage;

   -- the price being paid for ATI at about 12x EBITDA;

   -- the size of this acquisition, as well as potential
      acquisitions going forward and the success that TDG will
      have in integrating them; and the possibility of exogenous
      shocks to the commercial aerospace market.

Mitigating some of the ATI risks is the fact that TDG's CEO and a
TDG director are both on ATI's board of directors, giving them
good insight into ATI.

The RRs and notching of the debt tranches reflect Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to the various debt classes.  The analysis was based
on an ongoing concern scenario as it exceeds likely liquidation
values.  This results in expected recovery in the 70%-90% range
for the senior secured debt.  

Given the significant recovery prospects of the senior secured
debt, Fitch allocated essentially all expected concession payments
entirely to the senior subordinated notes.  This results in an
expected recovery of approximately 10% for the senior subordinated
notes.  Because the expected recovery is very near the 'RR2' range
of 11%-30% and there is the likelihood that TDG will continue to
see increasing EBITDA, Fitch does not believe it is appropriate to
lower the recovery rating at this time.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.  


US INVESTIGATIONS: Moody's B1 Rating on $670 Million Loans
----------------------------------------------------------
Moody's affirmed the B2 Corporate Family Rating and other ratings
of US Investigations, LLC after the company's disclosure that it
is increasing the size of the revolving credit facility to
$90 million from $60 million and issuing an additional
$75 million in WCAS mezzanine notes to the financial sponsors.

The ratings outlook remains stable.

Moody's took these rating actions:

   -- Affirmed B1, $90 million (originally $60 million) senior
      secured 1st lien revolver due Oct. 14, 2011, LGD3, changed
      to 35% from 38%

   -- Affirmed B1, $400 million Senior Secured 1st Lien Term Loan
      B due Oct. 14, 2012, LGD3, changed to 35% from 38%

   -- Affirmed B1, $150 million 1st Lien Term Loan C due Oct. 14,
      2012, LGD3, changed to 35% from 38%

   -- Affirmed B1, $30 million term loan D due Oct. 14, 2012,
      LGD3, changed to 35% from 38%

   -- Affirmed B2, Corporate Family Rating

   -- Affirmed B2, Probability of Default Rating

The ratings outlook remains stable.

Effective November 2006, the U.S. government Office of Personnel
Management changed the structure of its contract with USIS and
ceased procedures allowing cases to be closed pending minor follow
up items and submitted for payment.

Additionally, OPM's case review backlog now is expected to
increase to 60 days from three days as the result of contract
terminations with other service providers which will further delay
payment from OPM.  The net result of these changes is an increase
working capital requirement.

USIS is increasing its revolver and issuing additional mezzanine
notes to cope with an expected increase in working capital
required to service the OPM contract under its new terms as well
as fund other contract pricing revision payments to the U.S.
government.

Moody's expects the increased working capital burden on USIS to
amount to about $50 million over the next year.

The factor weighing most heavily on the Corporate Family Rating is
USIS's financial leverage.  Moody's estimates that pro forma for
the transaction and adjusted for operating leases total debt to
EBITDA will be over 6x.  Free cash flow is likely to be negative
for fiscal years ending Sept. 30, 2007 due to the working capital
adjustment resulting from the change in terms of the OPM contract
and current case review backlog.  Excluding the effects of the
change in working capital usage, Moody's estimates USIS's adjusted
pro forma free cash flow to debt to be in the mid single digit
range.  Moody's expects USIS to achieve EBIT margins in the low
double digit range and to maintain EBIT interest coverage of 1.5x.

The stable outlook is predicated on USIS maintaining its present
operating, competitive and liquidity profile.

US Investigations Services, LLC, with corporate headquarters in
Falls Church, Virginia, is a leading provider of background
investigation and security services to the United States
Government and to the commercial sector.  Total revenues for the
twelve months ended Sept. 30, 2006 were approximately
$782 million.


VENETO LLC: U.S. Trustee Appoints Three-Member Creditors Committee
------------------------------------------------------------------
The United States Trustee for Region 16 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Veneto
LLC's bankruptcy case:

   1. Arthur Zavala
      P.O. Box 52073
      Irvine, CA 92619
      (949) 413-3915

   2. Dr. Herbert Gaurano
      Suite 120
      635 E. First Street
      Tustin, CA 92780
      (714) 493-5953

   3. Michael La Salla
      Kathleen La Salla
      Suite 1
      4435 Alla Road
      Marina Del Rey, CA 90292
      (213) 880-3444

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

Rancho Mirage, California-based real estate company Veneto LLC,
fka L'Veneto LLC, filed for a chapter 11 petition on July 12, 2006
(U.S. Bankr. C.D. Cal. Case No. 06-11744).  Jack F. Fitzmaurice,
Esq., at Fitzmaurice, Demergian & Palaganas and the firm of
Stephen R. Wade serve as the Debtor's general insolvency counsel.  
When the Debtor sought protection from its creditors, it listed
total assets of $23,499,000 and total debts of $11,443,889.


VESTA INSURANCE: Receiver Can Sell CCP Interest for $6.2 Million
----------------------------------------------------------------
Prime Tempus, Inc., Special Deputy Receiver under contract to the
Commissioner of Insurance for the State of Texas, and Permanent
Receiver of the Texas Insurance Companies -- Vesta Fire Insurance
Corporation, Vesta Insurance Corporation, Shelby Casualty
Insurance Company, The Shelby Insurance Company, Texas Select
Lloyds Insurance Company, and Select Insurance Services, Inc. --
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Alabama to sell an asset of the receivership, in the
form of a limited partnership interest in Century Capital Partners
III, L.P.

Before the District Court of Travis County, Texas, entered its
June 28, 2006 Order Appointing Liquidator and Permanent
Injunction that placed the Texas Insurance Companies into
permanent receivership for purposes of rehabilitation, three of
the companies -- Vesta Fire, Shelby Casualty, and Shelby
Insurance -- invested in the CCP private equity fund.

The Special Deputy Receiver relates that the agreement between
CCP and the three receivership companies was for stepped capital
contributions with a total capital contribution commitment of
$10,000,000.  The receivership's outside accountant, who was
assigned to review and analyze the investment, determined that
the net total capital invested in CCP by the receivership
companies is approximately $6,700,000, stemming from actual cash
contributions prior to receivership of approximately $7,500,000.  
Based on this, it appears that the receiverships have a remaining
capital commitment of approximately $2,500,000.

The Agreement contains specific language regarding capital
contribution calls, including the required timing of payments of
calls and remedies for defaults of non-payment of calls.  The
Agreement specifically requires payment of capital calls within
30 days of mailing of notice.  Currently, the three receiverships
are in default of their capital call demand, the Special Deputy
Receiver informs the Court.

The CCP term is 10 years covering the periods 2002 through 2011.
Distributions may occur during this term; however, due to the
nature of the CCP's investments in insurance related companies,
the fund is not intended to be liquid until the end of its term.

Based upon the status of the CCP, including the current capital
calls and anticipated future calls, the fund's long term
investment horizon and the receivership's sensitivity to
substantial investment risk, the receivership's outside
accountant commenced discussions with CCP's General Partner
regarding the sale of the receivership companies' interests in
CCP to a third party, Brian E. Riewe, Esq., at Brian E. Riewe,
P.C., in Austin, Texas, attorney for the Special Deputy Receiver,
tells the Court.

With the General Partner's cooperation, the receivership had
discussions with multiple parties, resulting in an offer from
Landmark Equity Advisors LLC for $6,205,399.

                   Purchase And Sale Agreement

Prime Tempus entered into an agreement with Landmark Equity
Partners XIII, L.P., a Delaware limited partnership, for Landmark
to acquire the receivership companies' interest, together with
all rights of first refusal, inspection, board representation,
visitation, and other rights associated with the interest,
whether under the partnership agreement of the partnership or
otherwise.  Accordingly, Landmark will assume the obligations
under the Partnership Documents.

(1) Purchase Price

Landmark will pay $6,205,399, subject to adjustments, to Prime
Tempus on December 31, 2006, the closing date.  The purchase
price will be increased by an amount equal to all additional
capital contributions to the Partnership, which have been paid by
Prime Tempus after March 31, 2006.

Before the Closing Date, the price will be reduced by an amount
equal to the sum of the aggregate amount of all distributions of
cash and cash equivalents, and the value of all securities or
other in-kind distributions received by Prime Tempus from the
Partnership after March 31 and up to and including the Closing
Date; and the aggregate amount of any capital contributions, if
any, due to the Partnership as of March 31, which remain unpaid
as of December 31.

For any in-kind distribution, Landmark may direct Prime Tempus to
hold the In-kind Distribution and to transfer it in kind to
Landmark at the Closing.  The transfer will be in lieu of a
purchase price reduction.

(2) Representations and Warranties

The Interest represents Prime Tempus' interest in the
Partnership:

            Entity                 Capital Commitment
            ------                 ------------------
            Vesta Fire                     $5,200,000
            Shelby Insurance                3,800,000
            Shelby Casualty                 1,000,000
                                           ----------
                                          $10,000,000
                                           ==========

Prime Tempus owns, and on the Closing Date will own, all right,
title and interest -- legal and beneficial -- in and to the
Interest, without restrictions, other than that on future
transfer set forth in Partnership Documents or arising under
federal and state securities laws.

Upon delivery of the assignment documents to Landmark, and
payment of the Purchase Price, Landmark will acquire the Interest
free and clear of all liens, charges and encumbrances, other than
restrictions set forth in the Partnership Documents, and
restrictions under federal and state securities laws, Mr. Riewe
states.

Landmark attests it is acquiring the Interest for its own
account, for investment purposes, and not with a view toward any
resale or distribution of the Interest.  Landmark understands
that it must bear the economic risk of an investment in the
Interest for an indefinite period of time because, among other
reasons, the offering and sale of the Interest has not been
registered under the securities Act of 1933.  Furthermore,
Landmark agrees and understands that the Interest cannot be
resold, except in accordance with an effective registration or
exemption from registration under the Securities Act.  Landmark
is an accredited investor and a qualified purchaser, as defined
in Rule 501(a) of Regulation D under the Securities Act and
Section 2(a)(51) of the Investment Company Act of 1940.

(3) Conditions To Obligations

Both parties will comply with all of the provisions of the
Partnership Documents with respect to the assignment of the
Interest to Landmark and all approvals required to make the
transfer.

Landmark will obtain a certification in writing from the
Partnership, or other reasonably satisfactory evidence, regarding
the exemption available to the Partnership from the treatment of
the Partnership's assets as "plan assets" within the meaning of
the United States Department of Labor "Final Regulation on the
Definition of Plan Assets" promulgated under the Employee
Retirement Income Security Act of 1974, as amended on November
13, 1986 and codified at 29 C.F.R. Section 2510.3-101.  The
receivership companies will provide the necessary assistance.

(4) Covenants

Prime Tempus will not:

   (a) dispose, liquidate, mortgage or sell the Interest;

   (b) consent to amend or modify the Partnership Documents;

   (c) make any voluntary capital contributions or fail to make
       any required capital contributions to the Partnership;

   (d) create or permit to exist any lien on the Interest; and

   (e) take any action the effect of which would be to cause
       Prime Tempus to incur a penalty or other specified
       consequence under the Partnership Documents, including the
       conversion of the Interest to a fixed obligation.

Prime Tempus also agrees that it will not, and it will cause its
affiliates, agents and representatives not to, initiate contact
with, solicit any inquiry or proposal by or enter into
discussions with, or disclose any information regarding the
Interest, or afford access to its properties, books or records
relating to the Interest to any other corporation, general or
limited partnership, limited liability company, person or other
entity or group in connection with any proposed sale or transfer
of the Interest, other than pursuant to the Sale Agreement.

Furthermore, Prime Tempus will not disclose the existence or
terms of the transactions contemplated by the Sale Agreement to
any other party, except as may be required by the Partnership
Documents, by law or fiduciary duty, or as necessary to carry out
the terms of the Sale Agreement.

Prime Tempus will give prompt notice and provide Landmark with
copies, if available, of:

   (a) any notice or other communication received by Prime Tempus
       relating to a default or event which, with notice or lapse
       of time or both, would become a default, under the
       Partnership Documents;

   (b) any material notice or other communication from or on
       behalf of the Partnership or any partner or securities
       holder of the Partnership received by Prime Tempus;

   (c) any notice or other communication received by Prime Tempus
       relating to any contemplated or pending claim, action,
       suit, proceeding or investigation by any governmental
       department, commission, board, agency, instrumentality or
       authority involving or relating to the Partnership or the
       Interest; and

   (d) any matter which would cause any material change with
       respect to any representations or warranties made by the
       receivership companies in the Sale Agreement.

The Sale Agreement may be terminated and the transactions
contemplated by it abandoned by notice from a non-breaching party
to the other parties in the event of a material breach by either
party, as applicable, of any representation, warranty, agreement
or indemnity contained in the Sale Agreement, which cannot be
cured within 30 days after written notice of the breach is given
to the party committing the breach; or if the Closing does not
occur on or before December 31, 2006 and is not extended.

Prime Tempus will be solely responsible for the costs, fees and
expenses payable to the General Partners of the Partnership or to
the Partnership pursuant to the provisions of the Partnership
Documents in connection with the assignment of the Interest.  All
other costs and expenses incurred in connection with the
transactions contemplated by the Sale Agreement will be borne by
the party incurring the cost or expense.

Landmark may assign its rights and obligations to an affiliate
provided that upon the assignment, Landmark will not be relieved
of or released from any of its obligations, including, without
limitation, payment of the Purchase Price, under the Sales
Agreement.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding     
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


WARD PRODUCTS: Files Liquidation Plan and Disclosure Statement
--------------------------------------------------------------
Ward Products LLC delivered a chapter 11 plan of liquidation
accompanying a disclosure statement explaining that plan to the
U.S. Bankruptcy Court for the Eastern District of Michigan in
Detroit.

The Plan is premised upon the continued orderly wind down and
liquidation of the Debtor, its estate and assets.  It is
anticipated that the majority of the Debtor's assets will be
liquidated by mid-March 2007.

                        Treatment of Claims

The Debtor proposes to pay Class 1 Priority Claims on the later
of:

   (i) the date funds are available from avoidance action
       recoveries after payment in full of all professional fees
       and expenses; and

  (ii) the date the priority claim becomes an allowed claim, and
       after full payment of Allowed Administrative Expense Claims
       and Class 2 Allowed Claims.

The Class 2 Claims of Harris N.A. -- the Debtor's prepetition
secured lender -- is entitled to an allowed secured claim of
$6,314,134 reflecting the Debtor's Nov. 29, 2006 full payment of
its prepetition obligation to Harris including professional fees
and expenses incurred after.

The Debtor reserved $15,500 to secure payment of potential
additional fees and other costs that may be incurred by Harris
after Nov. 29, 2006.  In the event Harris incurs any further
professional fees and expenses after Nov. 29, 2006, then it may
assert claims against the collateral.

The Class 3 Claim of Purchase Money Security Interest Holders
will, at the sole discretion of the Debtor:

   -- retain its lien and security interest in its collateral
      until such time as its collateral is sold by the Debtor, at
      which time the Allowed Class 3 Claim will be paid the value
      of the claimant's interest in the estate's interest in the
      collateral in accordance with Section 506(a) of the
      Bankruptcy Code; or

   -- receive the surrender of the collateral security of its
      Allowed Class 3 Claim on the effective date of the Plan.

Holders of Class 4 Customers' Prepetition Subordinated
Participation Interest Claims will receive payment only after:

   -- payment of the carve-out (for the benefit of professionals)
      and permitted liens to the extent they existed and were
      valid, enforceable and non avoidable as of Aug. 7, 2006,
      and were permitted to be prior to the lien of Harris.

   -- payment to Harris of any portion of the prepetition
      obligations that remains outstanding as of Feb. 28, 2007,
      if any;

   -- payment to debtor-in-possession financing lenders -- Ford
      Motor Company and DaimlerChrysler Corporation -- of the
      amount necessary to reduce the principal amount of the DIP
      Loans outstanding.

Class 5 Non-Priority General Unsecured Claims will receive a pro-
rata distribution of the first $500,000 available from the
proceeds of the DIP Lenders' collateral only after payment:

   a) of carve-out and permitted liens;

   b) to Harris of any portion of the prepetition obligations that
      remains outstanding as of Feb. 28, 2007, if any; and

   c) to the DIP Lenders of the amount necessary to reduce the
      principal amount of the DIP Loans outstanding.

Holders of equity interests in the Debtor will receive nothing
under the Plan, their interests will be deemed cancelled.

Based in Royal Oak, Michigan, Ward Products LLC manufactures
receiving antennas.  The company filed for chapter 11 protection
on Aug. 7, 2006 (Bankr. E.D. Mich. Case No. 06-50527).  Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Paige E. Barr,
Esq., and Richard E. Kruger, Esq., at Jaffe Franklin Heuer & Weis,
P.C., and Mark E. Freedlander, Esq., at McGuireWoods, L.L.P,
represent the Debtor.  Glass & Associates Inc. is the Debtor's
restructuring advisor.  Christopher J. Battaglia, Esq., at
Halperin Battaglia Raicht, LLP, and Andrew Kochanowski, Esq, at
Sommers & Schwartz, P.C., represent the Official Committee of
Unsecured Creditors.  In its schedules of assets and liabilities,
the Debtor listed $81,489,758 in total assets and $29,586,153 in
total debts.


WARD PRODUCTS: Taps Amper Politiziner to Prepare Tax Returns
------------------------------------------------------------
Ward Products, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan in Detroit for permission to employ Amper,
Politiziner & Mattia, PC, as its accountants.

Amper Politiziner will prepare the Debtor's:

   * Federal;
   * New York;
   * New Jersey;
   * Michigan; and
   * California tax returns

for the years ended Dec. 31, 2006, and the final 2007 returns.

The firm estimates a fee ranging from $24,000 to $30,000 for the
preparation of all the tax returns, which will be paid in monthly
installments of $5,000 per month starting in January 2007.  The
firm will also receive a $10,000 retainer.

To the best of the Debtor's knowledge, Amper Politiziner does not
have an interest adverse to the Debtor or its estate.

Headquarted in Royal Oak, Michigan, Ward Products, L.L.C.,
manufactures receiving antennas.  The Company filed for chapter
11 protection on Aug. 7, 2006 (Bankr. E.D. Mich. Case No.
06-50527).  Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Paige E. Barr, Esq., and Richard E. Kruger, Esq., at Jaffe
Franklin Heuer & Weis, P.C., and Mark E. Freedlander, Esq., at
McGuireWoods, L.L.P, represent the Debtor.  Christopher J.
Battaglia, Esq., at Halperin Battaglia Raicht, LLP, and Andrew
Kochanowski, Esq, at Sommers & Schwartz, P.C., represent the
Official Committee of Unsecured Creditors.  In its schedules of
assets and liabilities, the Debtor listed $81,489,758.70 in total
assets and $29,586,153.44 in total debts.


WARD PRODUCTS: Wants Biditup to Sell NJ & NY Facilities
-------------------------------------------------------
Ward Product LLC asks the U.S. Bankruptcy Court for the Eastern
District of Michigan for permission to employ Biditup Auctions
Worldwide Inc., as its auctioneer.

The firm is expected to liquidate the Debtor's facilities at 633
Nassau Street, North Brunswick in New Jersey and 61 Edson Street,
49 Park Street and 10 Straton Road, Amsterdam in New York.

As set forth in the Asset Marketing Agreement, the firm will
also act as an auctioneer for the sale of the Debtor's machine and
equipment under these terms and conditions:

     a) minimum guaranty of $912,000 regardless of actual
        auctions results;

     b) up to the next $90,000 will be retained, in the event
        the auction gross in excess, by the firm as an expense
        reimbursement;

     c) Biditup will be able to charge and retain for its own
        account and industry standard buyer's premium not to
        exceed 15%.

To the best of the Debtor's knowledge the firm does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" within the meaning of Section 327 of the Bankruptcy Code.

Headquarted in Royal Oak, Michigan, Ward Products, L.L.C.,
manufactures receiving antennas.  The Company filed for chapter
11 protection on Aug. 7, 2006 (Bankr. E.D. Mich. Case No.
06-50527).  Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Paige E. Barr, Esq., and Richard E. Kruger, Esq., at Jaffe
Franklin Heuer & Weis, P.C., and Mark E. Freedlander, Esq., at
McGuireWoods, L.L.P, represent the Debtor.  Christopher J.
Battaglia, Esq., at Halperin Battaglia Raicht, LLP, and Andrew
Kochanowski, Esq, at Sommers & Schwartz, P.C., represent the
Official Committee of Unsecured Creditors.  In its schedules of
assets and liabilities, the Debtor listed $81,489,758.70 in total
assets and $29,586,153.44 in total debts.


WASHINGTON MUTUAL: Moody's Rates Class B-2 Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Washington Mutual Asset-Backed
Certificates, WMABS Series 2007-HE1 Trust, and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by CIT Group/Consumer Finance, Inc.,
Master Financial, Inc., People's Choice Home Loan, Inc., and other
originators' originated adjustable-rate and fixed-rate subprime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and an interest rate swap
agreement provided by The Bank of New York. Moody's expects
collateral losses to range from 6.20% to 6.70%.

Washington Mutual Bank will service the loans.  Moody's has
assigned Washington Mutual Bank its servicer quality rating of SQ2
as a primary servicer of subprime residential mortgage loans.

These are the rating actions:

   * Washington Mutual Asset-Backed Certificates, WMABS Series
     2007-HE1 Trust

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

The Class B-1 and Class B-2 certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.


YANKEE CANDLE: Moody's Junks Rating on $225 Million Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and SGL-2 liquidity rating to Yankee Candle Company, Inc.

Moody's also rated Yankee Candle's proposed secured term loan at
Ba3, LGD2, 28%, the senior notes at B3, LGD5, 76%, and the senior
subordinated notes at Caa1, LGD6, 92%.

Proceeds from the new debt, together with common equity from the
new owner Madison Dearborn, will be used to finance the leveraged
buyout of Yankee Candle for total consideration of approximately
$1.6 billion.  

The rating outlook is stable.

This is the first time that Moody's has rated Yankee Candle.

Ratings assigned:

   -- $775 million senior secured term loan at Ba3, LGD2, 28%;

   -- $300 million eight-year senior notes at B3, LGD5, 76%;

   -- $225 million ten-year senior subordinated notes at Caa1,
      LGD6, 92%;

   -- Corporate family rating at B2;

   -- Probability-of-default rating at B2; and,

   -- Speculative Grade Liquidity rating at SGL-2.

The corporate family rating assignment of B2 reflects the balance
of certain qualitative rating drivers that have low investment
grade characteristics with important quantitative attributes that
are solidly noninvestment grade.  

In particular, driving down the rating with B or Caa attributes
are the weak post-transaction credit metrics reflecting high
leverage, low fixed charge coverage, and limited free cash flow.
Also constraining the rating with B characteristics are the
company's relatively small size and aggressive financial policy,
in which forward financial flexibility is being severely
diminished for the benefit of pre-transaction shareholders.

Partially offsetting these risks are Moody's expectation that the
company will generate discretionary cash flow and use a
significant portion of that cash flow to repay debt ahead of
schedule, Yankee Candle's leading market position in the narrow
premium candle segment, and the revenue balance between wholesale
and retail operations.

The stable outlook anticipates that the company will steadily grow
revenue and cash flow.  The outlook also considers Moody's
expectation that the company's policy with respect to uses of
discretionary cash flow will be measured, resulting in balance
sheet improvement.

In addition, Moody's also expects that the company will maintain
solid liquidity through moderation of planned growth capital
investment if operating results fall below plan.  Ratings could
eventually move upward if the company maintains steady sales at
existing stores; if the up to thirty new stores per year
profitably open; and if financial flexibility sustainably
strengthens such that EBIT coverage of interest expense approaches
1.5x, leverage falls toward 6x, and Free Cash to Debt approaches
5% on a sustainable basis.  A permanent decline in revolving
credit facility availability, inability to improve comparable
store sales and operating margins, or an aggressive financial
policy action could cause the ratings to be lowered.

Specifically, ratings would to be lowered if operating performance
falters such that debt to EBITDA is permanently above 7x, EBIT to
interest expense falls to 1 time, or free cash flow to debt
becomes negative.

Yankee Candle Company, Inc, with headquarters in South Deerfield,
Massachusetts, operates 420 retail stores the sell scented candles
and other home fragrance products.  The company also distributes
candles to more than 17,000 wholesale customers. Revenue for the
twelve months ending Sept. 30, 2006 was $650 million.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 25-27, 2007
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      Rocky Mountain Bankruptcy Conference
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January 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
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January 30-31, 2007
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January 31 to February 1, 2007
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February 2007
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February 5, 2007
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February 8-9, 2007
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February 8-9, 2007
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February 8-11, 2007
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February 15, 2007
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February 16, 2007
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         The Wharton School
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February 21-22, 2007
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February 22, 2007
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February 22, 2007
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February 25-26, 2007
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February 27, 2007
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February 27-28, 2007
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March 1, 2007
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      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
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March 2, 2007
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         Regency Beverly Wilshire, Los Angeles, CA
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March 15, 2007
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      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
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March 15-18, 2007
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      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
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March 18-21, 2007
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      Annual Europe, Africa & Middle East Conference
         Cape Town, South Africa
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March 21, 2007
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         TBA, South FL
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March 21-22, 2007
   EUROMONEY
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         Melia, Hanoi, Vietnam
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March 21-22, 2007
   EUROMONEY
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March 22-23, 2007
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March 27, 2007
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      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
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March 27-31, 2007
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      Spring Conference
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March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
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      ABI Annual Spring Meeting
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April 12, 2007
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      Luncheon
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April 12, 2007
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      Nuts and Bolts for Young Practitioners - East
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April 20, 2007
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      Breakfast meeting with Chapter President, Bruce Sim
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April 24, 2007
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      "Why Prospects Become Clients"
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April 26-27, 2007
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April 26-28, 2007
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      Fundamentals of Bankruptcy Law
         Philadelphia, PA
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April 29 - May 1, 2007
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May 4, 2007
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May 7, 2007
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May 14, 2007
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May 16, 2007
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June 6-8, 2007
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June 6-9, 2007
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June 14-17, 2007
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June 28 - July 1, 2007
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July 12, 2007
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      Luncheon
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July 12-15, 2007
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July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
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July 25-28, 2007
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         The Sanctuary, Kiawah Island, SC
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August 9-11, 2007
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      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
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September 6-8, 2007
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      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
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September 19, 2007
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      South Florida Dinner
         TBA, South FL
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October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
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October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
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October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
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December 6-8, 2007
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      Winter Leadership Conference
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December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
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TBA 2008
   INSOL
      Annual Pan Pacific Rim Conference
         Shanghai, China
            Contact: http://www.insol.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
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      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
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April 3-6, 2008
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      26th Annual Spring Meeting
         The Renaissance, Washington, DC
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June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
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June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;           
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;  
         http://www.beardaudioconferences.com/

    BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price        
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Melvin C. Tabao, Shimero R.
Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva,
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 ***