TCR_Public/070125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 25, 2007, Vol. 11, No. 21

                             Headlines

155 EAST: Moody's Downgrades Ratings & Says Outlook is Developing
ACS MEDIA: Planned Debt Issuance Prompts Moody's to Cut Ratings
ADVANCED VENDING: Exclusive Plan Filing Period Extended to June 7
ADVANCED VENDING: Has Until March 7 to Decide on Leases
AFFINIA GROUP: Moody's Upgrades Rating and Says Outlook is Stable

AFFINION GROUP: Moody's Junks Rating on Proposed $300 Million Loan
AFFINION GROUP: S&P Rates Proposed $300 Million Senior Loan at B-
AMERICAN TOWER: Launches Cash Tender Offer for 5% Notes
ARVINMERITOR INC: S&P Lowers Ratings and Removes Negative Watch
AUDIOVOX CORP: Earns $3.8 Mil. in Third Fiscal Qtr. Ended Nov. 30

AVENUE FINANCIAL: Will Issue Up to 750,000 Shares to Settle Debt
BILLING SERVICES: S&P Places Ratings on Negative CreditWatch
BRIGGS & STRATTON: Poor Performance Cues S&P to Cut Rating to BB+
CASH TECH: Posts $312,472 Net Loss in Second Quarter Ended Nov. 30
CATHOLIC CHURCH: Creditors Panel Wants Attorney Hired in Davenport

CBA COMMERCIAL: Fitch Holds Rating on Class M-5 Certificates at BB
CENTRAL GARDEN: Reports $320 Million Sales in Qtr. Ended Dec. 30
CEP HOLDINGS: Exclusive Plan-Filing Period Extended to March 19
CEP HOLDINGS: Court Sets March 1 as General Claims Bar Date
COMPLETE RETREATS: Wants Court to Approve Intagio Settlement

CREDIT LINKED: Moody's Upgrades Rating on $15.5 Million Notes
CREDIT SUISSE: S&P Puts Default Rating on Class D-B-5 Certificates
DADE BEHRING: Likely Strong Cash Flow Cues Moody's to Hold Ratings
DAIMLERCHRYSLER: Delaware Gives Incentive Bundle to Chrysler Plant
DELTA AIR: CEO Grienstein Testifies at Senate Committee Hearing

DLJ COMMERCIAL: Fitch Ups Rating on Class B-5 Certificates to BB+
DURA AUTOMOTIVE: Can Pay $1.1 Million Prepetition Tax Claims
DURA AUTOMOTIVE: Judge Carey Approves Lease Rejection Procedures
FASSBERG CONSTRUCTION: Court May Convert Case to Chapter 7
FENWAL INC: S&P Rates $400 Million Senior Secured Facilities at B+

FINOVA GROUP: Selling Aviation Assets for $45 Million to FAP LLC
FINOVA GROUP: Committee Approves 2007 Annual Incentive Plan
FOAMEX INTERNATIONAL: Stockholders Unanimously Support Joint Plan
FORD MOTOR: Likely to Report Loss in 2006 Fourth Quarter
GENERAL DATACOMM: Inks 8th Amendment to Loan Agreement with Ableco

GREAT COMMISSION: Unsecured Creditors to Receive 10% of Claims
GREAT COMMISSION: Disclosure Statement Hearing Set on March 8
GREAT COMMISSION: Proofs of Claims Must be Filed by February 12
GREIF INC: S&P Rates Proposed $300 Million Senior Notes at BB-
GREYSTONE LOGISTICS: Nov. 30 Balance Sheet Upside-Down by $8.6MM

GSAMP TRUST: S&P Places Default Rating on Series 2004-SEA2 Debt
HSI ASSET: S&P Affirms Ratings on Seven Certificate Classes
INDEPENDENCE TAX: Dec. 31 Balance Sheet Upside-Down by $3.2 Mil.
KENTUCKY DATA: Moody's Rates $280 Million Senior Loans at B1
KNIGHT FUNDING: Moody's Lifts Rating on $35 Mil. Sr. Notes to B3

LEVEL 3: Completes $132 Mil. Acquisition of SAVVIS Network Biz
LEVEL 3: Exchanges $115 Mil. of 10% Sr. Notes for 36.7 Mil. Shares
M. FABRIKANT & SONS: Secures Additional Financing from Lenders
MILLS CORP: Has Until Jan. 31, 2008, to Pay Back $1 Billion Loan
MOVIE GALLERY: Oct. 1 Balance Sheet Upside-Down by $220.9 Million

MOVIE GALLERY: Projects Likely Covenant Non-Compliance in 2007
MTU AERO: S&P Assigns BB- Rating to EUR150 Million Bonds
N-45 FIRST: Fitch Holds BB+ Rating on CDN$3.7 Mil. Class E Debt
PARKER HUGHES: Files for Chapter 11 Protection in Minnesota
PARKER HUGHES: Case Summary & 40 Largest Unsecured Creditors

POGO PRODUCING: Quarterly Dividend to be Paid on February 23
POLYAIR INTER: Court Approves Subsidiary's Plan of Arrangement
RECKSON OPERATING: Fitch Cuts Sr. Notes' Rating to BB+ from BBB-
REDPRAIRIE CORP: Moody's Holds B1 Rating on $190 Million Loans
SEA CONTAINERS: Can Employ Appleby Hunter as Special Counsel

SEA CONTAINERS: Bingham Tapped as Counsel to Services Committee
SEAGATE TECH: Reports $3 Million Revenue in Qtr. Ended Dec. 29
SOUNDVIEW CI-21: DBRS Rates $10.5 Million Class N3 Notes at BB
STARINVEST GROUP: Miscor Group Raises $12.5MM in Private Placement
STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1

SUN MICROSYSTEMS: Earns $126 Million in Quarter Ended December 31
SUNGARD DATA: Fitch Affirms Junk Rating on $1 Billion Senior Notes
SWIFT & CO: 2nd Fiscal Quarter Net Sales Increase to $2.47 Billion
SWIFT & CO: Moody's Pares Corp. Family Rating to B3 from B2
TRANSDIGM INC: Moody's Concludes Review and Affirms Ratings

US AIRWAYS: CEO Calls on Senate to Allow Airline Industry Changes
WOODWIND & BRASSWIND: Court OKs Sale of All Assets to Musician's
WORLD HEALTH: Chapter 7 Trustee Taps Miller Coffey as Accountants
W.R. GRACE: Reports $5 Million Net Income in 2006 Fourth Quarter

* Chadbourne & Parke Taps R. Simmonds-Watson as Program Manager

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

                             *********

155 EAST: Moody's Downgrades Ratings & Says Outlook is Developing
-----------------------------------------------------------------
Moody's Investors Service lowered the rating of 155 East
Tropicana, LLC's ratings and revised the outlook to developing
from stable.  

The company's corporate family rating and probability of default
rating were lowered to Caa1 from B3 while its senior secured note
rating was lowered to Caa1/LGD-4 from B3/LGD-4.  The company's
speculative grade liquidity rating was lowered to SGL-4 from
SGL-3.

Despite East Tropicana's recent report that it signed a letter of
intent to be acquired by an investment group led by NTH Advisory
Group, LLC, and that as part of the transaction, NTH will be
responsible for any repurchases and related costs of East
Tropicana's $130 million senior secured notes, the downgrade to
the 'Caa' rating category and SGL-4 considers that the company's
fundamental credit profile has deteriorated since the casino
opened in February 2006, and that East Tropicana could find it
difficult to cover its fixed charges in the next 18-24 months
period.

The developing outlook reflects the uncertainty related to the
transaction closing.  No definitive acquisition agreement has been
signed and closing will be subject to the completion of due
diligence, financing, and licensing, among other customary
conditions.  According to the letter of intent, NTH has an
exclusive right to negotiate the purchase of East Tropicana until
March 13, 2007.  NTH also has an inspection period of sixty
calendar days in which it may terminate the proposed purchase at
its sole discretion.

According to the letter of intent, NTH has offered to purchase
all of the outstanding membership interests of East Tropicana for
$95 million in cash and the payment of certain accrued royalties.  
In addition, NTH 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
acquisition is expected to close by June 30, 2007 but under
certain conditions may be closed as late as April, 30, 2008.

Moody's most recent action on East Tropicana occurred on
Sept. 28, 2006 when PDR ratings and LGD assessments were assigned
to the company as part of the implementation of Moody's Loss-
Given-Default rating methodology.  Moody's initially assigned a
B3 corporate family rating to East Tropicana in March 2005.

155 East Tropicana, LLC owns the Hooters Casino Hotel in Las
Vegas, Nevada.  The property is located one-half block from the
intersection of Tropicana Avenue and Las Vegas Boulevard, a major
intersection on the Las Vegas Strip.  The Hooters Casino Hotel
features 696 hotel rooms and an approximately 29,000 square-foot
casino.  The company generated approximately $54 million of net
revenue for the 12-month period ended Sep. 30, 2006.


ACS MEDIA: Planned Debt Issuance Prompts Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded ACS Media LLC's Corporate
Family rating to B3 from B2 and CBD Media Holdings LLC's Corporate
Family rating to B3 from B2 reflecting the companies' plans to
issue $87 million of intermediate holding company debt.

Details of the rating action are:

Ratings downgraded:

   * ACS Media LLC's

      -- Corporate Family Rating lowered to B3 from B2

      -- PDR lowered to B3 from B2

      -- $10 million senior secured revolving credit facility due
         2012 lowered to B2, LGD3, 33% from B1, LGD3, 39%

      -- $130 million senior secured term loan due 2013 lowered
         to B2, LGD3, 33% from B1, LGD3, 39%

   * CBD Media Holdings LLC's

      -- Corporate Family Rating lowered to B3 from B2
      -- PDR lowered to B3 from B2

   * CBD Media LLC's

      -- $5 million senior secured revolving credit facility due
         2009 lowered to Ba3, LGD1, 9% from Ba2, LGD2, 13%

      -- $110 million senior secured term loan D due 2009 lowered
         to Ba3, LGD1, 9% from Ba2, LGD2, 13%


      -- $150 million 8.625% senior subordinated global notes due
         2011 lowered to B3, LGD3, 45% from B2, LGD4, 56%

Ratings affirmed:

   * CBD Media Holdings LLC's

      -- $100 million 9.25% senior global notes due 2012 -- Caa1,
         LGD5, 78%

The rating outlook of both CBD and ACS is changed to stable from
developing.

The ratings downgrades largely reflect an increase in combined
debt and leverage which will be supported by the companies after
the planned issuance of $87 million of debt by the intermediate
holding company, CBD Investor, Inc.  According to Moody's standard
adjustments, the proposed bridge loan will increase the companies'
combined debt to approximately 8.5x EBITDA at the end of fiscal
2006.  Moody's expects that combined debt will gradually decline
closer to 8x EBITDA by the end of 2008.

The ratings continue to reflect the relatively small scale and
geographic isolation of the companies' operations, the competition
posed by rival directory publishers, and the reliance of both
companies primarily upon one outsourcing company for substantially
all of their advertising, marketing, sales, production and
distribution services.

Ratings are supported by the dominant market share commanded by
CBD and ACS as the "official" yellow pages in their service areas,
their high margins and free cash flow generation, and the
diversity of their customer base.

The stable outlook incorporates the predictability of ACS and
CBD's revenue and cash flow generation and the value conferred by
their exclusive multi-year publishing and trademark agreement with
the incumbent local telephone companies.

On Dec. 14, 2006, ACS's parent, Local Insight Media LLC, and CBD
Media Holdings LLC disclosed that they had executed a definitive
agreement to merge their business operations.  In connection with
the merger, a newly-formed intermediate holding company, CBD
Investor, Inc., will own the stock of both ACS and CBD.  CBD
Investor, Inc. plans to draw $87 million under its $188 million
senior secured bridge facility to effect an $82 million special
dividend to CBD's current owner, Spectrum Equity Investors, and to
pay transaction fees and expenses.

Headquartered in Anchorage, Alaska, ACS Media LLC is the leading
publisher of yellow page directories in Alaska.  The company
recorded sales of $38 million for the twelve months ended
Sept. 30, 2006.

Headquartered in Cincinnati, Ohio, CBD Media Holdings LLC is
the exclusive telephone directory publisher for Cincinnati
Bell-branded yellow pages in the Cincinnati-Hamilton metropolitan
area.  The company posted $87 million of revenue in the last
twelve months ended Sept. 30, 2006.


ADVANCED VENDING: Exclusive Plan Filing Period Extended to June 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, extended until June 7, 2007, the period within
which Advanced Vending Systems Inc. can exclusively file a chapter
11 plan of reorganization.

The Court also extended the Debtor's exclusive period to solicit
acceptances of that plan to Aug. 7, 2007.

The Debtor says that it plans to sell its assets under Section
363(f) of the Bankruptcy Code to an entity with which it had been
negotiating for over a period of time.

The Debtor believes that the expected sale won't take place
easily, prompting it to reevaluate its direction in the
reorganization.  In addition, the Debtor is currently marketing
its business through Decosimo Corporate Finance's efforts.  The
secured lenders need more marketing time to reach potential buyers
for the market position held by the Debtor.

The extension will provide the Debtors more time to proposed a
feasible plan.

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending  
machines.  The Company filed for chapter 11 protection on
Aug. 7, 2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C
Kennedy, Esq., at Kennedy, Koontz & Farinash, and Thomas L. N.
Knight, Esq., at Grisham, Knight and Hooper, represent the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.


ADVANCED VENDING: Has Until March 7 to Decide on Leases
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, extended until March 7, 2007, the period within
which Advanced Vending Systems Inc. can assume, assume and assign,
or reject unexpired leases of nonresidential real property.

The Debtor informs the Court that it leases several warehouse
locations and its central office complex as part of its vending
operations.  The leases, which are oral month-to-month leases
include:

   1) Blue Chip Corp.               11) Haywood Mall
      P.O. Box 1092                     P.O. Box 281484
      Greenwood, IN 46142               Atlanta, GA 30384

   2) Broadway Ventures, LLC        12) Mall of Georgia, LLC
      9650 Shore Drive, Unit 2405       P.O. Box 643741
      Myrtle Beach, SC 29572            Pittsburgh, PA 15264

   3) Daryl B. Huskey               13) Mall of Georgia/Simon
      P.O. Box 5097                     Property Grp.
      Greenville, SC 29606              3333 Buford Drive,
                                        Suite 1000
   4) Frozen Food Service Corp.         Buford, GA 30519
      Salem Food Service
      P.O. Box 542                  14) Phipps Plaza
      Salem, IN 47167                   P.O. Box 35465
                                        Newark, NJ 07193
   5) Moringstar Mini   
      Storage-Charleston            15) Oak Court Mall
      3366 Ladson Road                  4668 Shopping Center Ass.
      Ladson, SC 29456                  3961 Paysphere Circle
                                        Chicago, IL 60674
   6) Morrow-Mobley Properties                    
      c/o Carol Mobley Morrow, CPA  16) West Oaks Mall
      715 West Solomon Street           9401 W. Colonia Drive,
      Griffin, GA 30223                 Ste. 728
                                        Ocoee, FL 34761
   7) Plantation Self Storage
      4400 Ladson Road              17) West Town Mall
      Summerville, SC 29485             Management Office
                                        7600 Kingston Pike
   8) The McDonough Drive Group LP      Knoxville, TN 37919
      c/o IPG Management Co., Inc.
      5871 Glenridge Dr., Ste. 375  18) West Town Mall
      Atlanta, GA 30328                 9805 West Town Mall Joint
                                        Vent.
   9) Anderson Mall                     7530 Reliable Parkway
      3131 N. Main Street               Chicago, IL 60686
      Anderson, SC 29621
                                    19) Walter Champion
  10) Anderson Mall - Nesquik           12811 Scenic Highway
      P.O. Box 643309                   Lookout Mountain, TN 37350
      Pittsburgh, PA 15264

The Debtor explores the probable reorganization plan with new
equity and working capital being invested for its continued
operations and a payment to creditors.  The Debtor says it's
impossible to propose a plan before the lease decision deadline
since a plan will take substantial financial and operational
restructuring.

Until the plan, the Debtor says, is explored further and compared
with a possible sale of its assets; it is impossible to decide
which unexpired leases should be assumed.

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending  
machines.  The Company filed for chapter 11 protection on
Aug. 7, 2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C
Kennedy, Esq., at Kennedy, Koontz & Farinash, and Thomas L. N.
Knight, Esq., at Grisham, Knight and Hooper, represent the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.


AFFINIA GROUP: Moody's Upgrades Rating and Says Outlook is Stable
-----------------------------------------------------------------
Moody's Investors Service has upgraded Affinia Group Inc.'s  
Corporate Family Rating to B2 from B3 and revised the outlook to
stable from negative.

Ratings on the company's first lien bank obligations and
subordinated notes were also raised one notch.  The actions
reflect progress Affinia has achieved to date in restoring its
margins from continuing operations, benefits provided by its
liquidity and debt maturity profiles, and lower volatility in
demand associated with the bulk of its product offering, which
address normal service and maintenance requirements in the
automotive aftermarket.

While the company's ongoing results will continue to experience
restructuring charges and related cash expenditures, Affinia will
increasingly realize meaningful savings in operating expenses,
and, going forward, those savings will begin to exceed the
remaining cash disbursements under the program.  Although seasonal
working capital swings may require use of external sources before
unwinding in subsequent periods, internal resources are expected
to finance capital expenditures and restructuring actions over the
intermediate period.  As a result, lower leverage will evolve and
coverage ratios will trend higher, firmly positioning the company
in the B2 rating category.

Ratings Upgraded:

   -- Corporate Family Rating to B2 from B3
   -- Probability of Default to B2 from B3
   -- First lien bank debt to Ba3, LGD2, 27% from B1, LGD2, 27%
   -- Subordinated Notes to B3, LGD5, 76% from Caa1, LGD5, 76%
   -- Outlook to stable from negative

Ratings affirmed:

   -- Senior Unsecured Issuer Rating, B3
   -- Speculative Grade Liquidity Rating, SGL-2

The last rating action was in September 2006 when Affinia's
ratings were adjusted to incorporate Moody's Loss Given Default
Methodology.  The company's liquidity rating of SGL-2 was affirmed
in December 2006.

Affinia's debt/EBITDA declined to roughly 4.8x at the end of
September 2006, and its EBITA/interest improved to 1.6x on an LTM
basis at the same date.

While these ratios exclude the impact of non-recurring charges,
principally restructuring costs associated with its multi-year
program, they are considered reflective of the ongoing return and
coverage capacity of the business.  To date, the cash portion of
the restructuring initiative has not required any external
funding.  And, going forward, the savings generated by the program
are anticipated to reach a point at which they will match or
exceed the remaining cash disbursements.  Consequently, Affinia's
quantitative metrics are anticipated to exhibit improving trends
and will be consistent with peers in the B2 Corporate Family
Rating category.

The stable outlook considers the ongoing level of demand and
market share for Affinia's replacement parts and improving
operating margins.  Demand for Affinia's products are correlated
with normal maintenance and wear requirements.  This contrasts
with repair and warranty requirements which are more influenced by
product failure rates which have been affected by general trends
in improved quality of original equipment parts.  

It further recognizes benefits from the company's good liquidity
profile, which is supported by access to substantial amounts of
external liquidity, and anticipates that the company's
restructuring efforts will lead to stronger operating margins and
free cash flow over the intermediate period.

The Ba3 rating on the first lien bank debt reflects its estimated
26% loss-given-default, which results from the first priority
nature of its secured claims, up-streamed guarantees from certain
material domestic subsidiaries, and considerable amounts of junior
capital.  Those amounts include $300 million of senior
subordinated notes as well as approximately $61.5 million of
accreted notes at a holding company two levels above the issuer,
which are both structurally and contractually subordinate to the
bank debt.  The B3 rating on the subordinated notes reflects their
76% loss-given-default, and their junior status to the bank debt.  
The $300 million of senior subordinated notes at Affinia benefit
from up-streamed guarantees from material domestic subsidiaries
and the structural subordination of the aforementioned notes at a
higher holding company.  The Senior Unsecured Issuer rating of B3,
one notch below the Corporate Family Rating, reflects its junior
priority to secured bank obligations and its comparable status to
the senior subordinated notes.

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles.  The company's product
range addresses filtration, brake and chassis markets in North and
South America, Europe and Asia.  In 2005, the company reported
revenues of approximately $2.1 billion.


AFFINION GROUP: Moody's Junks Rating on Proposed $300 Million Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1, LGD6,93% to a proposed
$300 million senior unsecured term loan to be issued by Affinion
Group Holdings, Inc., the parent of Affinion Group, Inc. and
upgraded Affinion Opco's senior secured rating to Ba2, LGD2,19%
from Ba3, LGD2, 24%.

Concurrently, the B2 Corporate Family Rating, B2 Probability of
Default Rating and SGL-1 Speculative Grade Liquidity Rating were
moved to Affinion from Affinion Opco.  Additionally, the B3 rating
on Affinion Opco's $304 million senior unsecured notes and the
Caa1 rating on its $355 million senior subordinated notes were
affirmed.

The rating outlook was revised to stable from positive.

Proceeds from the new senior unsecured term loan will be used to
fund a one-time $206 million dividend, repurchase approximately
$77 million in Affinion preferred stock held by Cendant, and fees.  
Apollo Management V, L.P. holds 97% of Affinion's common stock.  
The transaction is expected to close in the middle of the first
quarter of 2007.

The revision of the rating outlook to stable from positive
considers the shift in the company's financial policy to a more
shareholder friendly stance as evidenced by the dividend to the
owners of Affinion from the proceeds of the proposed term loan.
Additionally, the stable outlook reflects Moody's expectations
that Affinion's debt to EBITDA will remain above 5.5x over the
ratings horizon and operating performance is expected to meet
Moody's expectations.

The company's B2 Corporate Family Rating continues to reflect high
leverage, customer churn, moderate revenue concentration, and
legal and regulatory risks.  Moody's notes that the issuance of
the new $300 million senior unsecured term loan will return
leverage to the level at the time of the spin-off from Cendant
taking into consideration the prepayment of debt by Affinion.
Positive rating consideration continues to acknowledge the
company's leading market position, affinity partner long-term
relationships, recurring revenue base, and operating performance
exceeding Moody's expectations.

The upgrade of the senior secured ratings reflects the addition of
structurally subordinated debt in the form of the proposed $300
million senior unsecured term loan issued by Affinion which
provides support to the revolver and term loan at Affinion Opco.
Additionally, the Loss Given Default Assessments of both of
Affinion Opco's senior unsecured notes and senior subordinated
notes improved to LGD4, 59% and LGD5, 80%, respectively, from
LGD5, 70% and LGD6, 91%.

Moody's previous rating action on Affinion occurred on
Dec. 12, 2006 when the company's rating outlook was revised to
positive from stable and the company's ratings were affirmed.

This rating was assigned:

   -- Caa1 rating on a proposed $300 million five year senior
      unsecured term loan.

These ratings were upgraded:

   -- Senior secured revolving credit facility rating to Ba2,
      LGD2, 19% from Ba3, LGD2, 24%; and,

   -- Senior secured term loan rating to Ba2, LGD2, 19% from Ba3,
      LGD2, 24%.

These ratings were affirmed:

   -- B3, LGD4/59% rating on senior unsecured notes due 2013;

   -- Caa1, LGD5, 80% rating on senior subordinated notes due
      2015;

   -- B2 Probability of Default Rating;

   -- SGL-1 Speculative Grade Liquidity Rating; and

   -- B2 Corporate Family Rating.

Headquartered in Norwalk, Connecticut, Affinion is a leading
direct marketer of membership, insurance and package enhancement
programs and services to consumers.  For the twelve months ended
Sept. 30, 2006, the company generated EBITDA of approximately $273
million on revenues of $1.3 billion.


AFFINION GROUP: S&P Rates Proposed $300 Million Senior Loan at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating to the
proposed $300 million senior unsecured term loan of Affinion Group
Holdings Inc.

At the same time, Standard & Poor's affirmed the ratings,
including the 'B+' corporate credit rating, on the company's
operating subsidiary, Affinion Group Inc., and revised the outlook
to negative from stable.

"The negative outlook reflects our concern that the proposed
transaction represents a change in the company's financial policy
away from its initial intention of reducing leverage as rapidly as
possible," said Standard & Poor's credit analyst Deborah Kinzer.

On a pro forma consolidated basis, direct marketer Affinion had
total debt outstanding of approximately $1.7 billion as of year-
end 2006.

The company will use the proceeds of the proposed new term loan,
which the parent holding company is issuing on a senior unsecured
basis, to redeem a portion of the preferred stock held by Cendant
Corp. successor companies and to pay a shareholder dividend.  The
company is 97% owned by an affiliate of Apollo Management.  The
proposed loan contains a pay-in-kind toggle option, whereby the
company may elect to pay interest in kind instead of in cash
during any given interest period.

The rating on Affinion reflects some affinity partner
concentration concerns, competitive pressures in the membership
marketing business, and high financial risk.  These factors are
only partially offset by the company's leading market share in
membership marketing, recurring revenue streams from renewals, and
positive discretionary cash flow.


AMERICAN TOWER: Launches Cash Tender Offer for 5% Notes
-------------------------------------------------------
American Tower Corp. has 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 the 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.

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
approximately $252.4 million.  The company intends to use cash
on hand and 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 and refinance a portion of its outstanding
indebtedness during 2007.  In order to fund the 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 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 company will file a Tender Offer Statement on Schedule
TO with the Securities and Exchange Commission later today.  
The Company will make available to Note holders, through the
Depository Trust Company, documents specifying the terms,
conditions and procedures for surrendering and withdrawing
Notes for repurchase.  Note holders are encouraged to read these
documents carefully before making any decision with respect to the
surrender of Notes, because these documents contain important
information regarding the details of the Company's obligation to
repurchase the Notes.

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.


ARVINMERITOR INC: S&P Lowers Ratings and Removes Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
automotive components supplier ArvinMeritor Inc., including its
long-term corporate credit rating to 'BB-' from 'BB'.

In addition, Standard & Poor's removed the ratings from
CreditWatch, where they had been placed on Sept. 26, 2006, with
negative implications.  The 'B-1' short-term corporate credit
rating on the Troy, Michigan-based company was affirmed.

The outlook is stable.  

"The downgrade reflects our expectations that ARM's financial
profile will remain weak during the next fiscal year or perhaps
longer, as it continues to face challenges in both its light
vehicle and commercial vehicle segments.  However, the stable
outlook incorporates the company's success in nearly eliminating
debt maturities until after 2011, adequate available sources of
liquidity, and expectations for some improvements in profitability
and cash flow generation due to enhanced management focus," said
Standard & Poor's credit analyst Robert Schulz.


AUDIOVOX CORP: Earns $3.8 Mil. in Third Fiscal Qtr. Ended Nov. 30
-----------------------------------------------------------------
Audiovox Corporation has reported results for its fiscal 2006
third quarter and nine months ended Nov. 30, 2006.

Audiovox changed its fiscal year from November 30 to February 28.  
As such, fiscal 2006 third quarter results will be compared to the
prior year period ended Nov. 30, 2005, which was the company's
fiscal 2005 fourth quarter.

Additionally, results for the fiscal 2006 nine months will be
compared to the fiscal 2005 second, third, and fourth quarters
ended May 31, August 31, and Nov. 30, 2005, respectively.

The company reported net sales for the fiscal 2006 third quarter
of $151.833 million, a decrease of 2.9% compared with
$156.290 million reported in the comparable prior year quarter.

Net income from continuing operations for the fiscal 2006 third
quarter was $3.848 million.  This compares with a net loss from
continuing operations of $8.306 million in the comparable prior
year period.

Including discontinued operations, the company reported net income
of $3.854 million in the quarter ended Nov. 30, 2006, as compared
with a net loss of $10.296 million in the similar 2005 period.

Mobile Electronics sales, which represented 58.3% of net sales,
were $88.6 million, a decrease of 4.9% compared with sales of
$93.2 million reported in the comparable prior year period.

Mobile sales were impacted by the absence of Prestige Audio and
Video-in-a-Bag sales, which were the result of the company's
decision to exit those product lines at the end of 2005.

Mobile sales were also adversely affected by lower average selling
prices in its mobile multi media line due to the maturing of the
category and increased competition in the market.

These decreases were partially offset by increases in XM satellite
radio sales, the company's car audio business and higher sales of
Code Systems products.

Consumer Electronics sales, which represented 41.7% of sales, were
$63.3 million, an increase of 0.2% compared with net sales of
$63.1 million reported in the comparable period last year.

Unit sales in both the portable DVD and LCD categories increased,
however, the increases were partially offset by lower average
selling prices.  In addition, the company continued to pass on low
margin retail programs.

Gross margins for the period ended Nov. 30, 2006, were 16.7%
compared with 6.2% reported in the prior year period. Gross
margins were favorably impacted by an increase in margins in all
mobile electronic product categories, reduced freight costs,
improved buying programs and inventory management.

Gross margins for the comparable 2005 period were negatively
impacted by a $9 million inventory write-down, which adversely
impacted gross margins by 5.9%.

Operating expenses for the fiscal 2006 third quarter were
$23.7 million as compared with $23.2 million in the comparable
fiscal 2005 quarter, an increase of 2.1% primarily due to a non-
cash stock-based compensation expense of $373,000 included in
operating expenses for the 2006 period.

"Although sales were down slightly from the November quarter last
year, our profits increased significantly and we have reduced
overhead to a level that we believe is necessary to support the
additional volume being brought on by the previously announced
acquisition of the Consumer Electronics Accessory business of
Thomson.  That being said, we continue to monitor all expense
categories for additional savings and productivity gains,"
Audiovox president and chief executive officer Patrick Lavelle
stated.

"The pending acquisition of the RCA brand for accessory products
as well as the addition of the other accessories lines and brands
greatly strengthens our growing portfolio.  We maintain
significant financial resources at our disposal to pursue both
organic growth and growth via acquisition and we continue to be
active on the M & A front," Mr. Lavelle concluded.

                        Nine Months Results

The company reported net sales for the fiscal 2006 nine months
ended Nov. 30, 2006, of $360.6 million, a decrease of 14.9%
compared with $423.7 million reported in the comparable prior year
period.

Net income from continuing operations for the fiscal 2006 nine
months was $4 million compared with a net loss from continuing
operations of $6.1 million in the comparable prior year-period.

Including discontinued operations, the company reported net income
of $3.4 million for the nine months ended Nov. 30, 2006, compared
with a net loss of $8.4 million in the comparable nine-month
period.

For the fiscal 2006 nine-month period, Mobile Electronics
represented 66.3% of net sales or $239.0 million.  This was a
decrease of 9.7% compared with sales of $264.7 million reported in
the comparable prior year period.

Consumer Electronics sales were $121.6 million, a decrease of
23.6% compared with net sales of $159.1 million reported in the
comparable period last year and comprised the remaining 33.7%.

Gross margins for the nine-month period ended Nov. 30, 2006, were
17.0% compared with 10.6% reported in the nine-month period last
year.

Operating expenses for the fiscal 2006 nine-month period were
$63.7 million, a decrease of 4.4% compared with $66.7 million in
the comparable fiscal 2005 period.

                           Balance Sheet

At Nov. 30, 2006, the company's balance sheet showed
$478.491 million in total assets, $78.180 million in total
liabilities, and $400.311 million in total stockholders' equity.

As of Nov. 30, 2006, the company had $149.7 million in cash and
short-term investments and during the nine-month period,
repurchased 305,100 shares of its Class A common stock.

Full-text copies of the company's third fiscal quarter are
available for free at http://ResearchArchives.com/t/s?18ee

                          About Audiovox

Audiovox Corp. (Nasdaq: VOXX) -- http://www.audiovox.com-- is an  
international supplier and value added service provider in the
consumer electronics industry.  The company conducts its business
through subsidiaries and markets mobile and consumer electronics
products both domestically and internationally under several of
its own brands.  It also functions as an original equipment
manufacturer supplier to a wide variety of customers, through
several distinct distribution channels.

                           *     *     *

Audiovox Corp.'s issuer rating carries Moody's Investors Service's
B2 rating while its bank loan debt carries Moody's B1 rating.


AVENUE FINANCIAL: Will Issue Up to 750,000 Shares to Settle Debt
----------------------------------------------------------------
Avenue Financial Corporation will settle an aggregate of $128,880
of indebtedness owed by the company to arm's length creditors.  
The company is proposing to issue up to 750,000 common shares to
settle the indebtedness.

Completion of the debt settlement is subject to regulatory
approval, including satisfaction of the requirements of the TSX
Venture Exchange.

The company has 144,188,053 of remaining shares outstanding.

Based in Ontario, Canada, Avenue Financial Corporation (TSX: AFC)
-- http://www.avenuefinancialcorp.com/-- designs and develops  
investment products which are sold only by registered brokers and
dealers for investors and select institutions.

                           *     *     *

In its interim financial statements for the nine-month period
ended Sept. 30, 2006, Avenue Financial Corp.'s balance sheet
indicated total assets of $630,124, total liabilities of
$2,707,145, and a stockholders' deficit of $2,077,021.


BILLING SERVICES: S&P Places Ratings on Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured debt ratings on Glenview, Illinois-based
Billing Services Group Ltd. on CreditWatch with negative
implications.

The CreditWatch listing is driven by a recent press release by
the company stating that it is in preliminary, early-stage
discussions concerning numerous potential strategic options.

Standard & Poor's will monitor any developments and determine the
extent to which, if any, our ratings on the company could be
affected.


BRIGGS & STRATTON: Poor Performance Cues S&P to Cut Rating to BB+
-----------------------------------------------------------------
Standard and Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings for Wauwatosa, Wisconsin-based Briggs
& Stratton Corp. to 'BB+' from 'BBB-'.

The ratings were removed from CreditWatch, where they were placed
with negative implications on Oct. 20, 2006, due to weaker-than-
expected operating performance and credit protection measures that
are below Standard & Poor's expectations for the 'BBB-' rating.

The outlook is stable.

"The downgrade reflects Briggs & Stratton's weakened financial
performance, growing price pressure as lower cost offshore
manufacturers begin penetrating the mass merchant segment of the
market, and credit measures that continue to remain below our
expectations for a 'BBB-' credit," said Standard & Poor's credit
analyst Christopher Johnson.

The ratings on Briggs & Stratton Corp. reflect the mature and
competitive nature of the company's end markets and the high
degree of seasonality in its businesses, which are susceptible to
adverse weather conditions.  These factors are somewhat offset by
the company's strong market position as a leading producer of air-
cooled gasoline engines and engine-powered outdoor equipment,
in addition to its broad product portfolio.

Briggs & Stratton's financial performance has been challenged by
reduced demand from original equipment manufacturers, a product
mix shift to lower horsepower engines, and the inherent volatility
of weather-dependant generator sales and cyclicality of lawn and
garden engine sales.

"Despite a challenging operating environment, Briggs & Stratton's
market share remains strong," added Mr. Johnson.


CASH TECH: Posts $312,472 Net Loss in Second Quarter Ended Nov. 30
------------------------------------------------------------------
Cash Technologies Inc. reported a $312,472 net loss on $81,782 of
net revenues for the second quarter ended Nov. 30, 2006, compared
with a $1.1 million on $23,525 of net revenues for the same period
in 2005.

Net loss from continuing operations was $922,052 in the quarter
ended Nov. 30, 2006, compared with $927,480 in the same period in
2005.  

The decrease in net loss is primarily attributable to income from
discontinued operations of $609,589 in the quarter ended
Nov. 30, 2006, compared with a net loss of $210,951 in the same
period in 2005.  The 2006 quarter income from discontinued
operations included a $1.5 million gain from disposition of
subsidiary's assets, compared to none in the 2005 quarter.

                Sale of Tap Holdings Assets

In October 2006, TAP Holdings LLC sold most of its assets to
Champion Parts Inc.  The initial cash payment from Champion was
paid to TAP's secured lender to allow TAP's assets to be
transferred to Champion.  The remainder of the purchase price is
in the form of a $9.1 million promissory note with a term of 11
years, monthly payments for which are calculated based on a
percentage of the total carburetor sales by Champion.  TAP has
closed its Los Angeles factory and terminated any remaining
employees.

At Nov. 30, 2007, the company's balance sheet showed $17.9 million
in total assets, $10.2 million in total liabilities, negative
$87,052 in total minority interest, and $7.7 million in total
stockholders' equity.

The company's balance sheet at Nov. 30, 2006, also showed strained
liquidity with $2.9 million in total current assets available to
pay $10.2 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?18e3

                     Going Concern Doubt

Vasquez & Company LLP, in Los Angeles, California, expressed
substantial doubt about Cash Technologies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended
May 31, 2006, and 2005.  The auditing firm pointed to the
company's significant recurring losses.

                      About Cash Technologies

Cash Technologies, Inc. (AMEX: TQ) --
http://www.cashtechnologies.com/-- develops and markets  
innovative data processing solutions in the healthcare and
financial services industries.


CATHOLIC CHURCH: Creditors Panel Wants Attorney Hired in Davenport
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Diocese of Davenport's Chapter 11 case has asked the U.S.
Bankruptcy Court for the Southern District of Iowa for authority
to employ a California law firm, the Associated Press reports.

AP says that the creditors' committee, which includes people
claiming priests sexually abused them, would help decide how the
Diocese distributes its assets.

Richard A. Davidson, Esq., at Lane & Waterman LLP, told AP that
the Diocese would wait to file its chapter 11 reorganization plan
until after the committee hired an attorney.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  Richard
A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  In its schedules
of assets and liabilities, the Davenport Diocese reported
$4,492,809 in assets and $1,650,439 in liabilities.


CBA COMMERCIAL: Fitch Holds Rating on Class M-5 Certificates at BB
------------------------------------------------------------------
Fitch Ratings upgrades CBA Commercial, series 2004-1, commercial
mortgage pass-through certificates as:

   -- $3.6 million class M-2 to 'AA' from 'AA-'.

In addition, Fitch affirms these certificates:

   -- $34.5 million class A-1 at 'AAA';
   -- $15.1 million class A-2 at 'AAA';
   -- $8.1 million class A-3 at 'AAA';
   -- Interest-only class at 'AAA';
   -- $2.9 million class M-1 at 'AAA';
   -- $3.7 million class M-3 at 'BBB+'; and,
   -- $770,000 class M-5 at 'BB'.

Classes M-4, M-6, M-7 and M-8 are not rated by Fitch.

The upgrades are a result of increased credit enhancement due to
additional paydown since Fitch's last rating action in June 2006.  
As of the December 2006 distribution date, the pool's aggregate
collateral balance has been reduced 25.5% to $76.1 million from
$102 million at issuance.

Currently nine loans are being specially serviced.  Of the nine
loans, four loans are current and pending return to the master
servicer, three loans are real-estate owned and two are 60 days
delinquent.  Losses are expected on four of the nine specially
serviced loans.

Fitch expects a loss on the multifamily loan in Oklahoma City. The
property is currently 10% occupied, suffers from significant
deferred maintenance.  The special servicer has engaged a property
manager to secure the property and the property is being marketed
for sale.

Fitch expected losses on the specially serviced loans will deplete
the non-rated class M-8 and reduce the balance of the non-rated
class M-7.


CENTRAL GARDEN: Reports $320 Million Sales in Qtr. Ended Dec. 30
----------------------------------------------------------------
Central Garden & Pet Co. reported an approximately $320 million
sales on its preliminary results for fiscal first quarter ended
Dec. 30, 2006.  This compares to the previous guidance of
approximately breakeven for the quarter.

"The reasons for the earnings outlook revision for the quarter
were a late quarter shift in seasonal purchases by lawn and garden
retailers, lower sales and mix shift within pet bird and small
animal products and higher-than-previously anticipated grain
costs," commented Glenn Novotny, President and Chief Executive
Officer of Central Garden & Pet Company.  "These three factors
resulted in lower-than-anticipated sales and gross profit
contribution.  Overall, we have strong listings for 2007, we
believe we are continuing to take market share and we are
continuing to implement price increases to offset rising grain
costs."

Headquartered in Walnut Creek, California, Central Garden & Pet
Company (NASDAQ: CENT) -- http://www.central.com/-- markets and   
produces branded products for the lawn & garden and pet supplies
markets.  Products are sold to specialty independent and mass
retailers.  The company also provides a host of other regional and
application-specific garden and pet brands and supplies.  The
company has approximately 5,000 employees, primarily in North
America and Europe.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed its Ba3 corporate family rating
for Central Garden and Pet Company.  Additionally, Moody's held
its Ba2 probability-of-default rating on the company's
$350 million senior secured revolver.


CEP HOLDINGS: Exclusive Plan-Filing Period Extended to March 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
extended until March 19 2007, the period within which CEP Holdings
LLC and its debtor-affiliates have the exclusive right to file a
plan of reorganization.  The Court also extended, until May 18,
2007, the period within which the Debtors have the exclusive right
to solicit acceptances of the plan.

When the Debtors filed for bankruptcy, they operated 10
manufacturing facilities in Ohio, Michigan, Alabama, South
Carolina and Mexico, employed approximately 1,106 employees in the
United States and supplied custom molders and extruders of rubber
and plastic products to General Motors, Delphi Corporation,
Visteon, Nissan, Daimler-Chrysler, Honda and GKN Automotive.  The
gross sales of the Debtors' business were projected to be
approximately $190 million for fiscal 2006.

Additionally, the Debtors' cases have been complex, involving a
complicated DIP facility that has successfully balanced the
demands of the Committee with the needs of the Debtors' major
customers.

Accordingly, the Debtors disclosed that the size and complexity of
their businesses and these cases justify the requested extension
of the Exclusive Periods.

The Debtors related that the extension of the exclusive periods
requested will not harm the Debtors' creditors or other parties in
interest and will be used for a proper purpose -- to formulate a
liquidating plan that is fair to all parties in interest.

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


CEP HOLDINGS: Court Sets March 1 as General Claims Bar Date
-----------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of Ohio set
March 1, 2007, at 5:00 p.m., as the deadline for all creditors
owed money by CEP Holdings LLC and its debtor-affiliates, on
account of claims arising prior to Sept. 20, 2006, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the
March 1 Claims Bar Date to the claims, balloting and noticing
agent:

      The BMC Group, Inc.
      3343 Peachtree Road Northeast, Suite 200
      Atlanta, GA 30326

For governmental units, the Claims Bar Date is set for March 19,
2007, at 5:00 p.m.

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


COMPLETE RETREATS: Wants Court to Approve Intagio Settlement
------------------------------------------------------------
Complete Retreats LLC, its debtor-affiliates and Intagio
Corporation ask the U.S. Bankruptcy Court for the District of
Connecticut to approve a Settlement.

On behalf of Intagio, Louis J. Testa, Esq., at Neubert, Pepe &
Monteith, P.C., in New Haven, Connecticut, relates that Intagio
strongly disagrees with the Court's basis on overruling its
objection to the Debtors' request to sell substantially all of
their assets.  Consequently, Intagio has indicated to the Debtors
and Ultimate Resort LLC that it intends to appeal the Sale Order.

Subsequent to the Sale Hearing, the Debtors, Ultimate and
Intagio, with the assistance of counsel for the Official
Committee of Unsecured Creditors, entered into negotiations for
purposes of settling all outstanding disputes between them with
respect to the Sale, Joel H. Levitin, Esq., at Dechert LLP, in
New York, tells the Court, on the Debtors' behalf.

Intagio, Ultimate, and the Debtors have agreed to a settlement
that would obviate Intagio's need to appeal the Sale Order and
resolve all issues among the parties, Mr. Levitin informs the
Court.

                     Terms of the Settlement

The Intagio Settlement provides that Ultimate and Intagio will
enter into a membership agreement and a media contract.  Under
the Membership Agreement, Intagio will receive a Lifetime
Corporate Membership in Ultimate Resort ELITE, along with credit
redeemable to pay for four calendar years of annual fees.  Under
the Media Contract, Intagio will provide Ultimate with media
agency services.

A full-text copy of the Intagio Membership Agreement is available
for free at http://ResearchArchives.com/t/s?18e4

A full-text copy of the Intagio Media Contract is available for
free at http://ResearchArchives.com/t/s?18e5

The Debtors and Intagio further agree that Claim No. 1752 for
$1,754,122 will be reduced and allowed as an unsecured claim for
$1,500,000, which will be the only claim Intagio will have
against the Debtors and their estates.  Intagio agrees to
withdraw Claim No.1349 for $1,754,122.

Mr. Levitin asserts that the Intagio Settlement is appropriate
for these reasons:

   -- The significant cost and expense to be incurred by each
      party in the presence of material disputes of the law,
      facts and issues raised in Intagio's Objection, and the
      possibility of an appeal by Intagio;

   -- The future cost and expense to be borne by the Debtors'
      estates obviating the need to object to and litigate the
      nature and amount of Intagio's claim against the Debtors;
      and

   -- The delay and disruption in the administration of the
      bankruptcy estates.

No party-in-interest will suffer prejudice or injury as a result
of the Settlement and the Settlement does not create an undue
burden or hardship to the Debtors, Mr. Levitin maintains.

Intagio had asked the Court to extend the time for it to file a
notice of appeal from the Sale Order to the earlier of:

   (i) the date the Court denies the Joint Settlement Motion; or
  (ii) the effective date of the Settlement.

Mr. Testa relates that Intagio agrees not to file a notice of
appeal pending the Settlement's documentation if the deadline
were extended to not require it.

                     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).


CREDIT LINKED: Moody's Upgrades Rating on $15.5 Million Notes
-------------------------------------------------------------
Moody's upgraded Credit Linked Notes Ltd. 2004-1.

Rating action:

   * The $15,500,000 Credit Linked Notes due 2008

      -- Previous Rating: Ba3 and on watch for possible upgrade
      -- Current Rating: Baa3

According to Moody's, the upgrade was primarily a result of the
shortened duration of the portfolio, and, therefore, reducing the
expected default rate of the portfolio.


CREDIT SUISSE: S&P Puts Default Rating on Class D-B-5 Certificates
------------------------------------------------------------------
Standard and Poor's Ratings Services lowered its rating on class
D-B-5 from CSFB Mortgage-Backed Trust Series 2003-1 to 'D' from
'CCC'.

Class D-B-5 receives its interest and principal distributions from
loan groups 1 and 2, which are cross-collateralized.  The classes
with the 'III' prefix get interest and principal distributions
from loan group 3.

The downgrade reflects $268,955 in losses incurred during the
December 2006 distribution period, which completely eroded the
class' credit support.

To date, the cross-collateralized groups have realized over
$3.0 million in losses, representing approximately 0.86% of the
original principal balance.  In addition, total delinquencies were
14.40%, with severe delinquencies of 9.87% for the
cross-collateralized groups, which were 46 months seasoned and had
a pool factor of approximately 12%.

Credit support for the cross-collateralized groups is provided
solely by subordination.  The collateral backing the crossed-
collateralized groups consists primarily of 30-year, fixed-rate,
first-lien prime mortgage loans secured by residential properties.

                         Ratings Lowered

             CSFB Mortgage-Backed Trust Series 2003-1

                  Mortgage Backed Pass-Through
                   Certificates Series 2003-1

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     D-B-5     D       CCC


DADE BEHRING: Likely Strong Cash Flow Cues Moody's to Hold Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dade Behring,
Inc.

The outlook on Dade's ratings remains stable.

Despite the increase in financial leverage to finance a more
aggressive financial policy, Moody's is affirming Dade's existing
ratings given the expectation of continued strong cash flow
coverage of debt.

For the next twelve months, Moody's projects that Dade should
generate between approximately $300 million and $350 million in
operating cash flow and roughly $105 to $135 million in free cash
flow.  As such, Moody's expects Dade's operating cash flow
coverage of adjusted long-term debt to be in the range of 35% to
40% in 2007 with free cash flow coverage of adjusted long-term
debt to be in the range of 12% to 17%.

Moody's, however, believes that the company's margins will likely
contract in the next 12 months based on increased competition and
greater pricing pressures.  Further, in order to support a
successful launch to its new product, Dimension Vista, Dade is
expected to ramp up operating expenses, including sales and
marketing, support and maintenance, and other items.  While
Dimension Vista should drive incremental equipment revenue and
recurring reagent and consumable revenue over time, leading to
margin expansion, Moody's expects that the initial launch will
constrain the level of profit growth in the short-term.

Moody's also notes that the since the middle of 2005, the company
has used cash to finance the repurchase of common stock and the
payment of a small dividend.  After a significant drop between
2002 to the middle of 2005, long-term debt has stabilized in the
$400 million range.  Further, Moody's anticipates that gross long-
term debt will increase to a range of $500 million to
$520 million in 2007 as the company continues to complete
additional share repurchases.

Moody's also affirmed the speculative grade liquidity rating of
SGL-1 for Dade, reflecting the expectation that the company should
maintain very good operating and free cash flow to meet its
obligations, such as capital expenditures and working capital,
over the next twelve months.  The SGL-1 rating also reflects the
company's minimal near-term debt service requirements, good
liquidity with ready access to a committed credit facility and
sufficient cushion under its bank facility's covenants.  Moody's
does note, however, that the company's liquidity rating could be
affected by its more aggressive financial policy given heightened
share repurchases.

These ratings were affirmed:

   -- $600 million Senior Unsecured First Lien Revolver, due
      2010, Ba1, LGD4, 52%;

   -- Corporate Family Rating, Ba1;

   -- Probability of Default Rating, Ba1; and,

   -- Speculative Grade Liquidity Rating, SGL-1.

Dade Behring, Inc., based in Deerfield, Illinois, is a leading
manufacturer and distributor of in vitro diagnostic products and
services to clinical laboratories.  The company's revenues for the
twelve months ended Sept. 30, 2006 were approximately
$1.7 billion.


DAIMLERCHRYSLER: Delaware Gives Incentive Bundle to Chrysler Plant
------------------------------------------------------------------
The state of Delaware has given DaimlerChrysler AG's Chrysler
Group a package of incentives and tax breaks to keep the company
from closing a plant in Newark, Del., Gina Chon of the Wall Street
Journal reports.

The Newark plant makes sport-utility vehicles, has made 80,000
vehicles in 2006, operates one shift a day, and has 2,100
employees.

Chrysler CEO Tom LaSorda is expected to unveil a restructuring
plan on Feb. 14, 2007.

Delaware Governor Ann Minner has signed a bill that will save
employers more than $30 million.  Gov. Minner hopes that this will
convince Chrysler that the state is serious in saving the plant
and keeping the jobs of 2,100 employees, Ms. Chon said.

                       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: CEO Grienstein Testifies at Senate Committee Hearing
---------------------------------------------------------------
Gerald Grinstein, Chief Executive Officer of Delta Air Lines Inc.,
appeared before the U.S. Senate Committee on Commerce, Science and
Transportation to provide testimony to the full committee about
the state of the airline industry and the potential impact of
airline mergers and industry consolidation.

In his remarks, Grinstein discussed the enormous progress Delta
people have achieved over the past 16 months in transforming the
airline into a strong, healthy and vibrant competitor.  He noted
that the company is poised to exit bankruptcy this spring as one
of the best-positioned airlines in the country based on financial
strength, profit potential and a cost structure among the lowest
of any traditional network carrier.

In his testimony, Grinstein also addressed the unsolicited
takeover proposal made by US Airways Group Inc.  As reported in
the Troubled Company Reporter on Dec. 1, 2006, Delta's Board of
Directors rejected the initial proposal made by US Airways on
Nov. 15, 2006 and concluded that the company's standalone Plan of
Reorganization will provide creditors with superior value as well
as a faster recovery and much greater certainty of execution.  The
Delta Board will review the revised proposal made by US Airways
earlier this month.

"The stage is set for Delta to emerge as a powerful, competitive
force to be reckoned with -- unless US Airways' takeover bid is
allowed to derail our momentum and jeopardize our hard-won gains,"
Mr. Grinstein told the Senate committee.

Mr. Grinstein said that a primary reason for Congress to examine
the competitive impact of the US Airways proposal deal is that if
the merger were to go forward, it would trigger broad industry
consolidation.  He said, "Almost every day brings a new media
report on potential mergers in the airline industry, most of which
are stated openly as direct reactions to US Airways' bid.  And if
this anticompetitive proposed merger gains approval despite its
substantial adverse impacts on competition, consumers, communities
and employees, virtually any other airline merger would likely
pass regulatory muster.  In our view, the likely outcome of
follow-on consolidation would be to leave the combined Delta and
US Airways as the weakest carrier, with little West Coast and
Asian presence and a staggering debt load."

In his remarks, Grinstein made these observations:

   * Delta is poised to emerge from bankruptcy as a strong
     airline.  While many companies use the bankruptcy process
     simply to shore up their balance sheet and reduce debt, Delta
     undertook a top-to-bottom transformation that touched every
     aspect of how it does business.  It is using the bankruptcy
     process to improve and strengthen the airline.

   * Delta people deserve to determine their own destiny. Delta
     people are united in their strong opposition to US Airways'
     proposal, representing as it does the worst possible
     combination with the most negative impact on virtually all
     constituencies.

   * US Airways' proposal fails absolutely to meet antitrust
     standards and would reduce competition and harm consumers. US
     Airways' principal goal in its hostile takeover attempt is to
     eliminate its key competitor.  Delta is the airline with
     which US Airways' network overlaps most, with the highest
     number of overlapping markets and hubs.  No merger with
     anywhere near this degree of network redundancy has ever been
     approved by the Department of Justice in the history of this
     industry.

   * The proposed merger would make Delta a weaker and less
     competitive carrier.  The combined company would have a
     staggering debt burden of $24 billion, which would place the
     merged US Airways-Delta one crisis away from financial
     collapse.

"We believe US Airways' unsolicited and anticompetitive proposal
does not meet antitrust standards, and would harm employees,
consumers and communities," Mr. Grinstein concluded.  "It would
create a much weaker combined carrier that would threaten the
future stability of our nation's air transportation industry.  It
would reverse the remarkable progress Delta has made.  Let me be
clear -- this is a hostile takeover bid; not a consensual merger."

A full-text copy of Mr. Grinstein's testimony at the Senate
Commerce, Science and Transportation Committee hearing is the
available for free at http://ResearchArchives.com/t/s?18fa

                       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.


DLJ COMMERCIAL: Fitch Ups Rating on Class B-5 Certificates to BB+
-----------------------------------------------------------------
Fitch Ratings upgrades DLJ Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 1998-CF2, as:

   -- $52.6 million class B-3 to 'A+' from 'A-';
   -- $11.1 million class B-4 to 'A-' from 'BBB'; and,
   -- $22.2 million class B-5 to 'BB+' from 'BB'.
   
In addition, Fitch affirms these classes:

   --$572.3 million class A-1B at 'AAA';
   --Interest-only class S at 'AAA';
   --$55.4 million class A-2 at 'AAA';
   --$60.9 million class A-3 at 'AAA';
   --$13.8 million class A-4 at 'AAA';
   --$41.5 million class B-1 at 'AAA';
   --$16.6 million class B-2 at 'AAA'; and,
   --$13.8 million class B-6 at 'B-'.

Fitch does not rate the $15.3 million class C certificates.  Class
A-1A has paid in full.

The rating upgrades are primarily due to defeasance since Fitch's
last rating action.  To date, 55 loans have defeased, including
six of the top 10 loans.  As of the January 2007 distribution
date, the pool has paid down 21% to $875.4 million from
$1.11 billion at issuance.

There are currently 10 loans in special servicing, nine of which
are current and one of which is 90 days delinquent.  The largest
of the specially serviced loans is collateralized by a hotel in
Louisville, Kentucky.  The borrower has extended the hotel
franchise agreement and the required property improvement plan is
currently ahead of schedule.  The 90 day delinquent loan is
collateralized by a multifamily property in Commerce, Texas.
Losses on the specially serviced loans are expected and
anticipated to be fully absorbed by the unrated class C
certificate.


DURA AUTOMOTIVE: Can Pay $1.1 Million Prepetition Tax Claims
------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Dura Automotive Systems Inc. and
its debtor-affiliates to pay, in their sole discretion, the
undisputed prepetition claims of certain governmental units in
respect of real and personal property taxes in an aggregate amount
not to exceed $1,100,000.

As reported in the Troubled Company Reporter on Dec. 29, 2006, the
Debtors own real and personal property in at least 12 U.S. states
and Canadian provinces.  Under applicable law, state, provincial,
and local governments in the jurisdictions where the properties
are located are granted the authority to levy taxes against the
real and personal property.

The Debtors typically pay taxes on their Owned Properties in the
ordinary course as the taxes are invoiced, which typically covers
taxes for the prior year, or quarter, depending on how the
applicable tax is assessed.  Thus, as of their bankruptcy filing,
the Debtors owed taxes that accrued with respect to the Owned
Properties for some portions of the 2006 calendar year.

While the Bankruptcy Code does not require the Debtors to pay the
Property Taxes at this time, nonpayment or late payment of certain
prepetition Property Taxes will, among others:

   (i) likely subject the Debtors to above-market interest rates
       and penalties in certain circumstances;

  (ii) cause Taxing Authorities' county or municipal to suffer a
       significant gross revenue cutback, in turn leading to
       reduced funding of public schools, fire and police
       departments, and other municipal services from which the
       Debtors and their employees enjoy the benefits;

(iii) unnecessarily divert the Debtors' attention away from the
       operations of their businesses and the reorganization
       process in the event the Taxing Authorities would cause
       the Debtors to be audited; and

  (iv) result in the creation of statutory liens on the Owned
       Properties, which creation and perfection does not violate
       the automatic stay under Section 362 of the Bankruptcy
       Code.

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


DURA AUTOMOTIVE: Judge Carey Approves Lease Rejection Procedures
----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved Dura Automotive Systems Inc. and its
debtor-affiliates' procedure for rejecting executory contracts and
unexpired leases of personal and non-residential real property:

    a. The Debtors will file a notice to reject any executory
       contract, lease or sublease, or interest in the lease or
       sublease, pursuant to Section 365 and will serve the
       Notice, as well as the deadlines and procedures for filing
       objections to the Notice, via overnight delivery service
       upon:

         (i) the United States Trustee;

        (ii) counsel to the agent to the Debtors' prepetition
             secured lenders;

       (iii) counsel to the agent to the Debtors' postpetition
             secured lenders;

        (iv) counsel to the Official Committee of Unsecured
             Creditors;

         (v) the contract counter-party or landlord(s) affected
             by the Notice, and

        (vi) any other parties-in-interest to the executory
             contract or lease, including subtenants, if any,
             sought to be rejected by the Debtors.

       If the Notice is issued by the Debtors prior to the
       effective date of a plan of reorganization, the affected
       executory contract, lease, sublease or interest in the
       lease or sublease will be deemed to be subject to a motion
       to reject for all purposes.

    b. The Notice will set forth this information, to the best
       of the Debtors' knowledge, as applicable:

         (i) the street address of the real property underlying
             the lease or sublease, the interest in the personal
             property lease or sublease or the type of executory
             contract which the Debtors seek to reject;

        (ii) the Debtors' monthly payment obligation, if any,
             under the contract, lease or sublease or interest in
             the lease or sublease;

       (iii) the remaining term of the contract, lease or
             sublease or interest in the lease or sublease;

        (iv) the name and address of the contract counterparty,
             landlord or subtenant;

         (v) a general description of the terms of the executory
             contract or lease; and

        (vi) a disclosure describing the procedures for fling
             objections, if any.

    c. Should a party-in-interest object to the proposed
       rejection by the Debtors of an executory contract, lease
       or sublease, or interest in the lease or sublease, the
       party must file and serve a written objection so that the
       objection is filed with the Court and is actually
       received by these parties no later than 10 days after the
       date the Debtors serve the Notice:

         (i) counsel to the Debtors: Kirkland & Ellis LLP, 200
             East Randolph Drive, Chicago, Illinois 60601, Attn:
             Ryan Blaine Bennett, Esq., and Richards, Layton &
             Finger, One Rodney Square, 920 N, King Street,
             Wilmington, Delaware 19801, Attention: Daniel J.
             DeFranceschi, Esq.;

        (ii) counsel to the Creditors Committee; and

       (iii) the Office of the United State Trustee.

    d. Absent an objection, the rejection of the executory
       contract, lease or sublease, or interest in the lease or
       sublease, will become effective 10 days from the date the
       Notice was served on the Service Parties without further
       notice, hearing or order of the Court; provided, however,
       that with respect to leases or subleases for non-
       residential real property, the rejection will become
       effective on the later of:

         (x) the Rejection Date or

         (y) the date the Debtors unequivocally relinquished
             control of the premises to the affected landlord by
             turning over keys or "key codes" to the affected
             landlord.

    e. If a timely objection is filed that cannot be resolved,
       the Court will schedule a hearing to consider the
       objection only with respect to the rejection of any
       executory contract, lease or sublease, or interest in the
       lease or sublease, as to which an objection is properly
       filed and served.  If the Court upholds the objection and
       determines the effective date of rejection of the
       executory contract, lease or sublease, or interest in the
       lease or sublease, that date will be the rejection date.  
       If the objection is overruled or withdrawn or the Court
       does not determine the date of rejection, the rejection
       date of the lease, sublease or interest will be deemed to
       have occurred on the Rejection Date or NRP Lease Rejection
       Date, as applicable.

    f. If the Debtors have deposited funds with a lessor or
       contract counterparty as a security deposit or other
       arrangement, the lessor or contract counterparty may not
       set-off for otherwise use the deposit without the prior
       authority of the Court.

    g. With respect to any personal property of the Debtors
       located at any of the premises subject to any Notice, the
       Debtors will remove the property prior to the expiration
       of the period within which a party must file and serve a
       written objection.  If they determine that the value of
       the property at a particular location has a de minimis
       value or cost of removing the property exceeds the
       value of the property, the Debtors will generally describe
       the property in the Notice and, absent a timely objection,
       the property will be deemed abandoned pursuant to Section
       554, as is, where is, effective as of the date of the
       rejection of the underlying unexpired lease.

Counterparties to executory contracts, leases or subleases, or
interests in the leases and subleases that are rejected pursuant
to the Rejection Procedures are required to file a proof of claim
relating to the rejection of the executory contract, lease or
sublease, or interest in the lease or sublease, if any, by the
later of:

   (a) the claims bar date established in the Chapter 11 cases,
       if any; and

   (b) 30 days after the Rejection Date.

The Debtors believed that the Rejection Procedures provide a fair
and efficient manner for rejecting contracts, leases, subleases,
and interests in leases and subleases.

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


FASSBERG CONSTRUCTION: Court May Convert Case to Chapter 7
----------------------------------------------------------
The Honorable Geraldine Mund of the U.S. Bankruptcy Court for
the Central District of California, San Fernando Valley Division,
directs Fassberg Construction Company to show cause why its
chapter 11 bankruptcy case should not be converted into a
chapter 7 proceeding.

Judge Mund explains that the Debtor's case has been pending for 20
months with no disclosure statement being approved by the Court
and no Plan of Reorganization submitted to the creditors for
voting purposes.  

Judge Mund has scheduled the "order to show cause hearing" on
Jan. 30, 2007, 10:00 a.m., at Courtroom No. 303, 21041 Burbank
Boulevard in Woodland Hills, Calif.

Before the Court's show cause order, Barbizon Hotel-Apartments LP,
a creditor, sought conversion of the Debtor's case to a chapter 7
liquidation proceeding, arguing that it is clear that the Debtor
is never going to propose a confirmable Plan of Reorganization.

                           Amended Plan

In September 2006, the Debtor delivered a third amended chapter 11
plan of reorganization and an accompanying disclosure statement
describing that plan.

The Official Committee of Unsecured Creditors in Fassberg's case
then sought amendments to the Third Amended Plan and Disclosure
Statement.  The Committee argued that the Disclosure Statement
lacks adequate information including a description on the proceeds
of the "additional potential recoveries" payable to subcontractors
or Fidelity & Deposit Company of Maryland as secured creditors.
The Committee asserted that the description must distinguish
between recoveries subject to Fidelity's security interest and
recoveries available to the estate and all creditors.

Under the Third Amended Plan, the claim of Fidelity, which is
secured by all of the Debtor's assets, will receive an estimated
payout of $184,000 with zero percent interest beginning on the
first quarter of 2008, and continuing until the fourth quarter of
the same year.  Fidelity's lien on the Debtor's assets will be
reduced by the Debtor's payments to subcontractors as projects are
completed.

The unsecured claims of subcontractors to the Debtor on bonded
projects have secondary source of payment depending on the outcome
of all matters upon completion.  The claimants can assert payment
of their claims directly against Fidelity under performance or
completion bonds.

Payments to general unsecured claims based on sale of goods and
delivery of services, including the claims of insiders Housing
Authority of the City of Los Angeles and Paul Lax, will be under a
special interest bearing account, to be accumulated and held until
their claims are allowed, otherwise, the funds which have been
accumulated will be paid pari pasu to all other creditors whose
clams have been allowed.

Fidelity's claim will be treated as unsecured to the extent
Fidelity is required to fund any expense related to payment of
performance bonds or any expense of the estate, and to extent the
total collateral securing Fidelity's claim is less than the amount
of its claim.

Holders of Class 2 General Unsecured Bonded Claims are guaranteed
by Fidelity, hence, their claims will be paid from non-estate
funds, 10 days after the effective date of the Plan.

Class 3 General Unsecured Non-Bonded Claims are entitled to a
Class 3 Claim status on account of its deficiency claim.  The
claims will be paid based on recoveries received, with total
payout ranging from $0 to $1,870,000.

For any proceeds recovered that will go to the Class 3 claimants,
the first $150,000 will be paid to other members of Class 3 before
Fidelity participates.

Abaraham Fassberg's 100% interest in the company will not receive
any consideration under the Plan.

                           Plan Funding

Distribution to the Debtor's creditors under the Amended Plan will
be funded by:

   a) any recoveries from avoidance actions on non-bonded project
      funds;

   b) the Debtor's malpractice claim against Paul Lax;

   c) any recovery of contract sums in the Debtor's litigation
      with Corteen Village LP; and

   d) Fidelity & Deposit Company of Maryland, who will be a
      source of capital but only in the form of payments by
      Fidelity under payment bonds or cash collateral advanced by
      Fidelity.  Disbursements will be made by Fidelity to cover
      Priority Taxes, Class 2 bonded claims and administrative
      claims of the estate.

A full-text copy of the Debtor's amended disclosure statement
explaining its third amended chapter 11 plan of reorganization is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060927020542

                     About Fassberg Construction

Headquartered in Encino, California, Fassberg Construction Company
is a full service general contracting and construction management
firm.  The company filed for chapter 11 protection on April 1,
2005 (Bankr. C.D. Calif. Case No. 05-11957).  Douglas M. Neistat,
Esq., at the Law Offices of Greenberg & Bass, serves as counsel in
the Debtor's bankruptcy case.  David B Golubchik, Esq., at Levene,
Neale, Bender, Rankin & Brill LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it had assets of $15,267,175 and
debts of $6,758,113.


FENWAL INC: S&P Rates $400 Million Senior Secured Facilities at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Round Lake, Illinois-based commercial blood
collection supplier Fenwal Inc.

The rating outlook is negative.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Fenwal Inc.'s $400 million senior secured first-lien
credit facilities, consisting of a $300 million term loan B, a $50
million delayed draw facility, and a $50 million revolving credit
facility.

The term loan is due in 2014 and the revolving credit in 2013.  
The facilities were rated 'B+' with a recovery rating of '3',
indicating the expectation for meaningful recovery of principal in
the event of a payment default.

In addition, Standard & Poor's assigned its loan and recovery
ratings to Fenwal's $75 million second-lien term loan maturing in
2014.  The second-lien loan was rated 'B-' with a recovery rating
of '5', indicating the expectation for negligible recovery of
principal in the event of a payment default.

All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  Proceeds of the term
loan B and second-lien facility, in combination with sponsor
equity of $220 million, will be used to finance the purchase of
Fenwal from Baxter International Inc.

"The 'B+' corporate credit rating reflects Fenwal's single
business focus, the risks associated with transitioning to an
independent company, the necessity of retaining and capturing
manual red blood cell collection customers as the business shifts
to automated blood collection, and pricing pressures," said
Standard & Poor's credit analyst Cheryl Richer.

"In addition, debt leverage is initially aggressive, and the
company is not expected to be free cash flow positive for at least
a year.  These risks are partly offset by the stable global demand
for blood collection, Fenwal's leadership position in
manual red blood cell collection, and a high proportion of
revenues derived from disposable products."

Debt leverage will initially be high, and is expected to
approximate 5.5x by year-end 2007 due to the high level of debt
and a decline in EBITDA resulting from the renegotiation of a
large contract.  EBITDA interest coverage is expected to be only
about 2x.  Thereafter, mid-single-digit or better sales growth,
combined with cost-containment initiatives, should drive
improvement in revenues, operating margins, and profitability.  By
2009, debt leverage and EBITDA interest coverage should be less
than 4x and more than 3x, respectively.


FINOVA GROUP: Selling Aviation Assets for $45 Million to FAP LLC
----------------------------------------------------------------
FINOVA Group Inc. entered into a definitive agreement to sell
certain of its aviation assets for a total purchase price of
$45 million pursuant to a Purchase and Sale Agreement by and among
FINOVA Capital Corporation and AIRCRAFT 48008/48009, LLC (each a
subsidiary of the company) as sellers and FAP, LLC (an
affiliate of Compass Capital Corporation) as buyer.

The aviation assets included in the Sale consist of 15 aircraft
either owned by FINOVA or which secure financing obligations (i.e.
loans and direct financing leases) and 8 owned engines.  Proceeds
from the Sale will exceed the company's Sept. 30, 2006 carrying
value of these assets by approximately $11 million. The Sale is
expected to take place in multiple closings, with the first of
these closings anticipated by or about Jan. 31, 2007.

In October 2006, the company entered into a non-binding letter of
intent to sell to Compass Capital Corporation or its assignee,
subject to execution of a definitive agreement and completion of
due diligence, including inspection of the equipment and review of
records, certain of its aviation assets.

The proceeds from the Sale will be used to fund internal cash
reserves and debt service.

A full-text copy of the Aircraft Engine Bid and Purchase Agreement
is available for free at http://ResearchArchives.com/t/s?18f6

                           About Finova

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Ernst & Young LLP expressed substantial doubt about The Finova
Group Inc.'s ability to continue as a going concern after auditing
the company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the company's negative net
worth as of Dec. 31, 2005 as well as its limited sources of
liquidity to satisfy its obligations.

At Sept. 30, 2006, the company's balance sheet showed
$473.55 million in total assets and $1,076.45 million in total
liabilities, resulting in a $602.90 million stockholders' deficit.


FINOVA GROUP: Committee Approves 2007 Annual Incentive Plan
-----------------------------------------------------------
The Human Resources Committee of FINOVA Group's Board of Directors
approved adoption of the 2007 Annual Incentive Plan.  The Plan
operates in the same manner as the annual incentive plans
implemented for 2002-2006.

Under each of those plans, including the one for 2007, employees
are required to fulfill objectives based on individual job
responsibilities.  Each employee is given a target bonus,
generally based on grade level and criticality to the company.

The Company will pay bonuses ranging from 0% to 200% of the
employee's target bonus, based on the employees' contribution
to the continued wind-down of the Company, the achievement of
the business unit's objectives, and the employee's personal
performance, in the complete discretion of the company.

Certain employees are also awarded additional severance
compensation equivalent to 25% of the employee's annual bonus
award.  The additional severance is subject to the terms of
the existing severance plan, which permits additional grants of
severance to employees.

A full-text copy of FINOVA's 2007 ANNUAL INCENTIVE PLAN is
available for free at http://ResearchArchives.com/t/s?18f2

                           About Finova

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground.  The company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.  
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Ernst & Young LLP expressed substantial doubt about The Finova
Group Inc.'s ability to continue as a going concern after auditing
the company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the company's negative net
worth as of Dec. 31, 2005 as well as its limited sources of
liquidity to satisfy its obligations.

At Sept. 30, 2006, the Company's balance sheet showed
$473.55 million in total assets and $1,076.45 million in total
liabilities, resulting in a $602.90 million stockholders' deficit.


FOAMEX INTERNATIONAL: Stockholders Unanimously Support Joint Plan
-----------------------------------------------------------------
Stockholders of Foamex International Inc. voted to unanimously to
accept the company's Second Amended Joint Plan of Reorganization.

"We are pleased to have received the unanimous support of the
equityholders who voted on the Plan," Raymond E. Mabus, Jr.,
Chairman and Chief Executive Officer of Foamex, said.  "Over the
past several months, we have worked diligently to address the
interests of all our stakeholders in an effort to achieve the most
value possible for all stakeholders.  The announcement, along with
the previously reported Plan acceptance by the Senior Secured
Noteholders, reflects real progress towards our emergence, which
we continue to expect to occur in the first quarter of 2007."

The company filed a supplement to the Plan with the United States
Bankruptcy Court for the District of Delaware.  As anticipated by
the Plan, the Plan Supplement contains information and materials
relating to implementation of the Plan, including proposed forms
of agreements that may be entered into upon the Company's exit
from bankruptcy.

Among other things, the Plan Supplement discloses the identity of
individuals proposed to become directors of the company upon the
effective date of the Plan.  The company's proposed directors are
subject to change prior to confirmation of the Plan by the Court.

The proposed new directors are:

   * Mr. Robert B. Burke, Founder and Chief Executive Officer of
     Par IV Capital Management, LLC;

   * Mr. Seth Charnow of the D. E. Shaw Group; and

   * Mr. Eugene I. Davis, Chairman and Chief Executive Officer of
     PIRINATE Consulting Group, LLC.

The proposed continuing directors are:

   * Mr. Raymond E. Mabus, Jr.;

   * Mr. Gregory J. Christian, the Company's Executive Vice
     President, Chief Restructuring Officer, Chief Administrative
     Officer, and General Counsel who will assume the role of
     President of the reorganized company; and

   * Mr. Thomas M. Hudgins, Retired Partner, Ernst & Young LLP.

In addition, Mr. Gregory J. Corona, Chairman of Lakewood Capital,
LLC and Accubuilt, Inc., is expected to be invited to serve on the
board of directors of Reorganized Foamex International as of the
Effective Date.

The Plan Supplement contains additional information concerning
potential transactions and agreements to be entered into in
connection with the consummation of the Plan, including, without
limitation, information concerning the proposed exit facility, the
equity investment commitment, the proposed corporate governance
documents and the proposed executive officers, all of which are
subject to revision and modification prior to the company's
emergence from bankruptcy in accordance with the Plan.

A hearing to consider confirmation of the Plan is scheduled for
Feb. 1, 2007.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- is the world's leading   
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets.  The company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries.  The company and eight affiliates filed for chapter 11
protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  Attorneys at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represent the Debtors in their restructuring
efforts.  Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers
LLP are advising the ad hoc committee of Senior Secured
Noteholders.  Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq.,
at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul
Ewings, LP, represent the Official Committee of Unsecured
Creditors.  As of July 3, 2005, the Debtors reported $620,826,000
in total assets and $744,757,000 in total debts.  On
Nov. 27, 2006, the Court approved the adequacy of the Debtors'
Second Amended Disclosure Statement.  A hearing is set on Feb. 1,
2007, to consider confirmation of the Debtors' Second Amended Plan
of Reorganization.


FORD MOTOR: Likely to Report Loss in 2006 Fourth Quarter
--------------------------------------------------------
Rising interest rates, higher gas prices, and a shift away from
high-margin trucks may hurt Ford Motor Company's 2006 earnings,
Reuters reports.

Analysts, Reuters says, expect Ford to detail a record loss in its
fourth-quarter and full-year 2006 results.

Ford, which lost $7 billion through the first nine months of 2006,
is expected to lose another $4.86 billion in the fourth quarter as
it booked costs to close plants and cut jobs, according to Wall
Street estimates tracked by Reuters Estimates.

"The basic story of Ford's stunning collapse in its home-market
profitability remains the same," David Healy, Burnham Securities
analyst, told Reuters.  "Ford's finances were wrecked by the
collapse in volume and pricing of its most profitable truck
models."

Ford's 2006 financial results are expected to be filed today.

As reported in the Troubled Company Reporter on Jan. 4, 2007,
Ford's dealers delivered 233,621 new vehicles to U.S. customers in
December, down 13% compared with a year ago.  Lower F-Series
sales (down 21% compared with last December's near-record month)
and lower sales for the discontinued Taurus and Freestar minivan
more than accounted for the decline.

Full year sales totaled 2.9 million, down 8% compared with full
year 2005.  Car sales were 5% higher than a year ago.  It was the
second year in a row of higher car sales and the first back-to-
back increase since 1993-1994.  Ford's new mid-size sedans were
the major factors behind the increase as combined sales for the
Ford Fusion, Mercury Milan, and Lincoln MKZ totaled 211,469.
Awareness and demand for these award-winning products continues to
grow.  In December, Fusion sales were up 67%, Milan sales were up
36%, and MKZ sales were up 78%.  MKZ sales of 3,795 were the
highest for any month.

Full year truck sales were down 14% as higher gasoline prices and
long-term demographic trends drove SUV sales lower and a soft
housing industry weighed on full-size truck sales.  Ford believes
these factors will continue to weigh on these segments in 2007.
New products should help mitigate these factors.  The company's
new full-size SUVs, Ford Expedition and Lincoln Navigator, closed
2006 by posting higher sales each month in the fourth quarter.  
The company will soon introduce a new Super Duty F-Series pickup
truck.  This model accounts for about 40% of total F-Series sales.

Conversely, passenger car sales and crossover utility vehicles
should continue to benefit from demographic trends (notably the
aging of the baby boomer generation) and higher gasoline prices.
In December, the company expanded its CUV line with the
introduction of the Ford Edge and Lincoln MKX.  In addition, the
company will introduce a redesigned Ford Escape and Mercury
Mariner early this year.  Escape has been the best-selling CUV
since it was introduced in late 2000.

Land Rover was the company's only brand to post higher sales in
2006.  Land Rover's full year sales totaled 47,774 -- a new
calendar year sales record.  Although Lincoln's overall sales were
down 2%, sales to individual retail customers rose 4%.

                      U.S. Inventories Lower

At the end of December, Ford, Lincoln and Mercury inventories were
estimated at 590,000 units.  This level is 143,000 units lower
than a year ago.  The company estimates less than 10% of the total
inventory is 2006 models.

                       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.


GENERAL DATACOMM: Inks 8th Amendment to Loan Agreement with Ableco
------------------------------------------------------------------
General DataComm Industries Inc. and Ableco Finance LLC have
entered on Jan. 17, 2007, into an eight amendment and waiver to a
loan agreement.  These changes include:

   (a) reducing the principal amortization of the Term Obligation
       (and thereafter, the PIK Obligation) to $100,000 a month
       commencing Jan. 15, 2007;

   (b) reducing and fixing the outstanding amount of the
       PIK Obligation, including principal and interest, at
       $3,000,000 as of Jan. 16, 2007;

   (c) providing further reduction of the PIK Obligation by 50%,
       or $1,500,000, if both the Term Obligation and $1,500,000
       of the PIK Obligation are repaid by Dec. 31, 2007;

   (d) extending the maturity date of the Loan Agreement from
       Dec. 31, 2007, to Dec. 31, 2008, and to extend dates in
       the existing warrants issued to Ableco Affiliates from
       Dec. 31, 2007, to Dec. 31, 2008;

   (e) eliminating minimum EBITDA (Earnings Before Interest,
       Taxes, Depreciation and Amortization) financial covenant;

   (f) waiving any prior defaults related to required loan
       amortization payments and to satisfying the minimum EBITDA
      financial covenant;

   (g) providing certain affiliates of Ableco to sell Debentures
       with a face value approximating $2,471,000 to the company
       for consideration of $1.00; and

   (h) permitting Howard S. Modlin, the company's CEO, to make up
       to $2,000,000 in additional loans to the company; repayment
       of principal of all such loans requires Ableco approval;

As a result of the changes to the Loan Agreement and the Debenture
purchase, the company expects to record a gain on restructuring of
debt in the approximate amount of $4,060,000 in the quarter ending
March 31, 2007.

Certain provisions of this amendment are subject to court approval
in the U.S. Bankruptcy Court for the District of Delaware, which
had retained jurisdiction to finally determine the amount of the
PIK Obligation.

The company has no reason to believe such court approval will not
be obtained.  The amendment eliminates the loan default referred
to in its Form 10-KSB Report for the year ended Sept. 30, 2006, as
filed with the Securities and Exchange Commission.

As permitted by the Loan Agreement as amended, Howard S. Modlin
made a demand loan of $125,000 to the company.  Such loan is
without interest and is intended to be a short-term loan.

A full-text copy of the waiver and amendment is available for free
at http://ResearchArchives.com/t/s?18f1

                       About General DataComm

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

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Eisner LLP in New York expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm cited
that the company has both a working capital and stockholders'
deficit at Sept. 30, 2006, has limited ability to obtain new
financing, and has defaulted under its senior secured debt.


GREAT COMMISSION: Unsecured Creditors to Receive 10% of Claims
--------------------------------------------------------------
The Great Commission Care Communities Inc., dba The Woods at Cedar
Run filed its Plan of Reorganization and Disclosure Statement
explaining that plan with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania in Harrisburg on Jan. 12, 2007.

                        Treatment of Claims

Under the Plan, all professional administrative claimants will be
paid in cash on or before the plan's confirmation date or as
agreed by the firm and the Debtor.

All holders of administrative claims, except professionals, will
be paid within 60 days after the plan effective date in the
ordinary course of business.

The Debtor believes that there are no priority tax claims.  In the
event that claims exist, holders will be paid in 54 equal monthly
installments of principal with interest of 8% annually on the
unpaid tax balance.  Interest will accrue on the plan effective.

Manufacturers & Traders Trust Company, a secured creditor, will be
paid $3,578.79 in equal monthly installments of principal and
interest at 7.68% annually.  The plan provides that M&T will be
fully paid on or before March 6, 2008.

Holders of the 1998 Bonds will be paid in full of all principal
and a portion of the accrued interest.

Under the plan, Michael J. Levitt, Donald J. Reape, the estate of
Herbert Barness, and Cedar Run Associates LLP, collectively known
as Levitt, are secured creditors.  Levitt entered into a
subordination agreement that its subordinated note will not be
paid unless and until all costs of operation were paid.  

Levitt will be paid 10% of its allowed $1,000,000 claim in four
equal annual installments beginning on November 2035.

Under the plan, holders of unsecured claims will be divided into
two.  Creditors with allowed claims of $2,500 or less, known as
convenience class, will receive 25% of their allowed claim within
three months of the plan effective date.

All unsecured creditors who are not members of the convenience
class will be paid 10% of their allowed claim, which is payable in
five equal annual installments.  The first installment is due on
Nov. 1, 2007.

There are no equity holders of the Debtor since it is a non-stock,
non-member, and non-profit corporation.

                             New Bonds

The Debtor had financing arrangement in 1998 for Series A and
Series B bonds aggregating $14,360,000.  After the Series B were
retired, the Debtor says the current balance of the principal of
Series A Bonds is $13,445,000.  There's also an accrued and unpaid
interest of $14,000,000.

The plan modifies the payment terms of the 1998 bonds and
restructures the bonds into Series A Senior Bonds and Series B
Subordinate Bonds.  

The New Senior Bonds will total $5,652,000 in principal and will
have varying interest rates of 5.25% to 5.85% and matures from
2007 through 2035.

The New Subordinate Bonds will total $9,000,220 and will not bear
interest.  The New Subordinate Bonds will include $1,400,000 in
accrued and unpaid interest on the 1998 Bonds.

According to the Plan, the New Senior Bonds are subject to
discretionary redemption beginning on Nov. 1, 2008.  Through
Oct. 31, 2010, the New Senior Bonds are subject to redemption
at a slight premium.  After that, the New Senior Bonds are
discretionarily redeemable at par.

The New Bonds will be issued to existing bondholders as of the
Distribution Record Date to be established by the Court.

The New Bonds will be exchanged for outstanding 1998 Bonds.  New
Senior Bonds will be exchanged for 42% of principal of the 1998
Bonds.  The remaining principal of the 1998 Bonds will be
exchanged for New Subordinate Bonds.

Each bondholder will also receive a pro rata share of the
$1.4 million accrued interest included in the New Subordinate
Bonds.

Objections to the disclosure statement, if any, must be submitted
by Feb. 23, 2007.

The court will convene a hearing on the adequacy of the disclosure
statement at 9:30 a.m. on March 8, 2007.

A full-text copy of the disclosure statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=070124220243

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
Timothy E. Dixon, Esq., represents the Debtor in bond matters.  
Michael B. Schaedle, Esq., at Blank Rome LLP represents the
Official Committee of Unsecured Creditors.  Howard S. Cohen, CPA,
at Parente Randolph LLC gives financial advice to the Committee.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GREAT COMMISSION: Disclosure Statement Hearing Set on March 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
set a hearing on Mar. 8, 2007, to consider the adequacy of the
Disclosure Statement explaining The Great Commission Care
Communities Inc., dba The Woods at Cedar Run's Plan of
Reorganization.

Objections to the disclosure statement, if any, must be submitted
by Feb. 23, 2007.

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
Timothy E. Dixon, Esq., represents the Debtor in bond matters.  
Michael B. Schaedle, Esq., at Blank Rome LLP represents the
Official Committee of Unsecured Creditors.  Howard S. Cohen, CPA,
at Parente Randolph LLC gives financial advice to the Committee.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GREAT COMMISSION: Proofs of Claims Must be Filed by February 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
set on Feb. 12, 2007, as the deadline for all creditors owed money
by The Great Commission Care Communities Inc. dba The Woods at
Cedar Run on account of claims arising before May 10, 2006, to
file their proofs of claim.

Creditors must file written proofs of claim on or before the Feb.
12 Claims Bar Date and those forms must be delivered to:

      Clerk of Court
      U.S. Bankruptcy Court for
      The Middle District of Pennsylvania
      Ronald Reagan Federal Building
      P.O. Box 908
      3rd & Walnut Streets
      Harrisburg, PA 17101

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities Inc. dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and
debtsbetween $10 million and $50 million.


GREIF INC: S&P Rates Proposed $300 Million Senior Notes at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' ratings to
Greif Inc.'s proposed $300 million senior unsecured notes due
2017.

The proceeds from the notes will be used to retire approximately
$248 million in existing senior subordinated notes due 2012 and
for general corporate purposes.  The new senior notes issue is
contingent upon consummation of the tender offer for the senior
subordinated notes.

In addition, Standard & Poor's affirmed its 'BB+' corporate credit
rating on the Delaware, Ohio-based company.

The outlook is stable.

"The speculative-grade ratings on Greif reflect the company's
business profile, which Standard & Poor's considers to be weak.
This factor is mitigated to some extent by the company's
intermediate financial policies, satisfactory liquidity, and fair
credit protection measures.  Although it has leading positions in
niche markets, the company competes in cyclical, commodity-like
sectors that experience intense pricing pressures, and its
business units have significant operating leverage," said Standard
& Poor's credit analyst Dan Picciotto.


GREYSTONE LOGISTICS: Nov. 30 Balance Sheet Upside-Down by $8.6MM
----------------------------------------------------------------
Greystone Logistics Inc. reported a $989,940 net loss on
$2.6 million of sales for the second quarter ended Nov. 30, 2006,
compared with a $616,048 net loss on $4.2 million of sales for the
same period in 2005.

At Nov. 30, 2006, the company's balance sheet showed $9 million in
total assets, $17.6 million in total liabilities, resulting in a
$8.6 million total stockholders' deficit.

The company's balance sheet at Nov. 30, 2006, also showed strained
liquidity with $859,540 in total current assets available to pay
$7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?18e8

The decrease in sales is the result of a reduction in pallet sales
to one major customer.  The increase in net loss is due to the
decrease in sales.

                        Going Concern Doubt
     
As reported in the Troubled Company Reporter on Oct. 11, 2006,
Murrell, Hall, Mcintosh & Co. PLLP, in Oklahoma City, Oklahoma,
expressed substantial doubt about Greystone Logistics Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the fiscal year ended
May 31, 2006.  The auditing firm pointed to the company's
significant losses from operations, lack of adequate funding to
maintain working capital and stockholders' deficit at
May 31, 2006.

                  About Greystone Logistics

Headquartered in Tulsa, Oklahoma, Greystone Logistics, Inc.
(OTCBB: GLGI) -- http://greystonelogistics-glgi.com/--
manufactures plastic pallets and injection molding systems for a
variety of commercial applications.


GSAMP TRUST: S&P Places Default Rating on Series 2004-SEA2 Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-1
issued by GSAMP Trust 2004-SEA2 to 'D' from 'CCC'.

Concurrently, the ratings on classes M-3, M-4, and M-5 remain on
CreditWatch with negative implications, where they were placed
Nov. 21, 2006.  

In addition, four ratings from various GSAMP Trust transactions
were placed on CreditWatch with negative implications.  At the
same time, the ratings from various GSAMP Trust transactions were
affirmed.

The downgrade of class B-1 from series 2004-SEA2 reflects the
$311,273 principal write-down in December 2006.  Cumulative losses
amount to $26.65 million, or 4.29% of the original pool balance.  
Realized losses have been outpacing the excess interest spread,
causing overcollateralization as well as class B-2, the most
subordinated class, to completely deplete.  As of the December
remittance period, total delinquencies and severe delinquencies
constituted 38.92% and 18.75% of the
current pool balance, respectively.

The CreditWatch placements reflect the deteriorating performance
of the collateral pools backing these transactions.  Realized
losses have been outpacing excess interest spread and eroding O/C
periodically.  If current loss trends continue, credit enhancement
for these classes will not be sufficient to support the current
ratings.  As of the December 2006 remittance, for the
three deals with ratings placed on CreditWatch, cumulative losses
ranged from 1.54% to 1.95% of the original pool balances; total
delinquencies ranged from 17.46% to 32.61% of the current pool
balances; and severe delinquencies ranged from 9.03% to 19.55% of
the current pool balances.

The ratings on classes M-3, M-4, and M-5 from series 2004-SEA2
remain on CreditWatch negative due to our concerns over continuing
erosion of credit support.

Standard & Poor's will continue to closely monitor the performance
of these classes.  If the delinquent loans cure to a point at
which monthly excess interest begins to outpace monthly net
losses, thereby allowing O/C to build and provide sufficient
credit enhancement, Standard & Poor's will affirm the ratings and
remove them from CreditWatch.

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement,
Standard & Poor's  will take further negative rating actions on
these classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings. As of the December
remittance date, total delinquencies ranged from 4.22% to 50.18%  
of the current pool balances, and severe delinquencies
ranged from 1.43% to 33.86% of current pool balances.

Credit support for these transactions is provided through a
combination of subordination, excess spread, and O/C.  The
underlying collateral consists of conventional, fully amortizing,
30-year fixed- and adjustable-rate mortgage loans secured by first
and second liens on one- to four-family residential
properties.


                         Ratings Lowered
   
                           GSAMP Trust
                    
                                      Rating
                                      ------
              Series     Class   To             From
              ------     -----   --             ----
              2004-SEA2  B-1     D              CCC

              Ratings Placed on Creditwatch Negative
   
                           GSAMP Trust

                                      Rating
                                      ------
            Series     Class   To                From
            ------     -----   --                ----
            2002-HE2   B-2     A+/Watch Neg      A+
            2003-HE1   B-2     BBB-/Watch Neg    BBB-
            2006-S3    B-1     BB+/Watch Neg     BB+
            2006-S3    B-2     BB/Watch Neg      BB
   
            Ratings Remaining on Creditwatch Negative
   
                           GSAMP Trust

           Series      Class                    Rating
           ------      -----                    ------
           2004-SEA2   M-3                      A/Watch Neg
           2004-SEA2   M-4                      BB/Watch Neg
           2004-SEA2   M-5                      B/Watch Neg
   
                         Ratings Affirmed
   
                             GSAMP Trust
      Series     Class                                 Rating
      ------     -----                                 ------
      2002-HE     M-1                                    AA+
      2002-HE     M-2                                    A
      2002-HE     B-1                                    BBB+
      2002-HE     B-2                                    BBB
      2002-HE2    A-1, A-2                               AAA
      2002-HE2    B-1                                    AA
      2002-NC1    A-2                                    AAA
      2002-NC1    M-1                                    AA+
      2002-NC1    M-2                                    A
      2002-NC1    B-1                                    BBB
      2002-WF     A-1, A-2B                              AAA
      2002-WF     M-1                                    AA+
      2002-WF     M-2                                    A
      2002-WF     B-1                                    BBB
      2003-AHL    A-1, A-2B                              AAA
      2003-AHL    M-1                                    AA
      2003-AHL    M-2                                    A
      2003-AHL    B-1                                    BBB
      2003-AHL    B-2                                    BBB-
      2003-FM1    M-1                                    AA+
      2003-FM1    M-2                                    A
      2003-FM1    B-1                                    BBB+
      2003-FM1    B-2                                    BBB-
      2003-HE1    M-1                                    AA+   
      2003-HE1    M-2                                    A   
      2003-HE1    M-3                                    BBB+   
      2003-HE1    B-1                                    BBB   
      2003-HE2    A-1A, A-1B, A-2, A-3A, A-3C            AAA  
      2003-HE2    M-1                                    AA+   
      2003-HE2    M-2                                    AA   
      2003-HE2    M-3                                    A+   
      2003-HE2    M-4                                    A-   
      2003-HE2    B-1                                    BBB+
      2003-HE2    B-2                                    BBB-
      2003-NC1    M-1, M-2, M-3                          AAA
      2003-NC1    B-1                                    AA
      2003-NC1    B-2                                    A
      2004-AHL    A-1A, A-1B, A-2B, A-2C, A-2D           AAA
      2004-AHL    M-1                                    AA+   
      2004-AHL    M-2                                    A+  
      2004-AHL    M-3                                    A   
      2004-AHL    B-1                                    A-
      2004-AHL    B-2                                    BBB+
      2004-AHL    B-3                                    BBB
      2004-AHL    B-4                                    BBB-
      2004-AR1    A-1A                                   AAA
      2004-FM1    M-1                                    AA   
      2004-FM1    M-2                                    A  
      2004-FM1    M-3                                    A-   
      2004-FM1    B-1                                    BBB+
      2004-FM1    B-2                                    BBB
      2004-FM1    B-3                                    BBB-
      2004-FM2    M-1                                    AA   
      2004-FM2    M-2                                    A  
      2004-FM2    M-3                                    A-   
      2004-FM2    B-1                                    BBB+
      2004-FM2    B-2                                    BBB
      2004-FM2    B-3                                    BBB-
      2004-FM2    B-4                                    BB+
      2004-HE1    A-1A, A-1B, A-2B, A-IO, A-INV          AAA  
      2004-HE1    M-1                                    AA+   
      2004-HE1    M-2                                    A+  
      2004-HE1    M-3                                    A
      2004-HE1    M-4                                    A-   
      2004-HE1    B-1                                    BBB+
      2004-HE1    B-2                                    BBB
      2004-HE1    B-3                                    BBB-
      2004-HE2    A-1, A-2, A-3A, A-3C                   AAA  
      2004-HE2    M-1                                    AA   
      2004-HE2    M-2                                    AA-  
      2004-HE2    M-3                                    A
      2004-HE2    M-4                                    A-   
      2004-HE2    B-1                                    BBB+
      2004-HE2    B-2                                    BBB
      2004-HE2    B-3                                    BBB-
      2004-HE2    B-4                                    BB+
      2004-NC1    M-1                                    AA   
      2004-NC1    M-2                                    A  
      2004-NC1    M-3                                    A-
      2004-NC1    B-1                                    BBB+
      2004-NC1    B-2                                    BBB
      2004-NC1    B-3                                    BBB-
      2004-NC2    A-1A, A-1B, A-2B, A-2C                 AAA
      2004-NC2    M-1                                    AA   
      2004-NC2    M-2                                    A  
      2004-NC2    M-3                                    A-
      2004-NC2    B-1                                    BBB+
      2004-NC2    B-2                                    BBB
      2004-NC2    B-3                                    BBB-
      2004-OPT    A-1, A-2, A-3, A-4                     AAA  
      2004-OPT    M-1                                    AA+   
      2004-OPT    M-2                                    AA  
      2004-OPT    M-3                                    AA-
      2004-OPT    B-1                                    A+
      2004-OPT    B-2                                    A
      2004-OPT    B-3                                    BBB+
      2004-OPT    B-4                                    BBB
      2004-SD1    M-1                                    AA   
      2004-SD1    M-2                                    A  
      2004-SD1    B-1                                    BBB+
      2004-SD1    B-2                                    BBB
      2004-SD1    B-3                                    BBB-
      2004-SEA1   A-1A, A-1B, A-2                        AAA
      2004-SEA1   M-1                                    AA   
      2004-SEA1   M-2                                    A  
      2004-SEA1   B-1                                    BBB+
      2004-SEA1   B-2                                    BBB
      2004-SEA1   B-3                                    BBB-
      2004-SEA2   A-1, A-2A, A-2B, M-1                   AAA
      2004-SEA2   M-2                                    AA+
      2004-WF     A-1A, A-1B, A-2A, A-2B, A-2C, A-2D     AAA
      2004-WF     M-1                                    AA   
      2004-WF     M-2                                    A  
      2004-WF     M-3                                    A-
      2004-WF     B-1                                    BBB+
      2004-WF     B-2                                    BBB
      2004-WF     B-3                                    BBB-
      2004-WF     B-4                                    BB+
      2005-AHL    A-1, A-2, A-3, R-1,R-2                 AAA
      2005-AHL    M-1                                    AA
      2005-AHL    M-2                                    A
      2005-AHL    M-3                                    A-
      2005-AHL    M-4                                    BBB+
      2005-AHL    M-5                                    BBB
      2005-AHL    M-6, B-1                               BBB-
      2005-AHL    B-2                                    BB+
      2005-AHL2   A-1A, A-1B, A-2A, A-2B, A-2C, A-2D     AAA
      2005-AHL2   R-1, R-2, R-3                          AAA
      2005-AHL2   M-1                                    AA
      2005-AHL2   M-2                                    AA-
      2005-AHL2   M-3, M-4                               A
      2005-AHL2   M-5                                    A-
      2005-AHL2   B-1                                    BBB+
      2005-AHL2   B-2, B-3                               BBB-
      2005-AHL2   B-4                                    BB+
      2005-HE1    A-1A, A-1B, A-2B, A-2C, A-2D           AAA
      2005-HE1    M-1                                    AA+   
      2005-HE1    M-2                                    A+  
      2005-HE1    M-3                                    A+
      2005-HE1    B-1                                    A-
      2005-HE1    B-2                                    BBB+
      2005-HE1    B-3                                    BBB+
      2005-HE1    B-4                                    BBB-
      2005-HE2    A-2, A-3, R-1, R-2                     AAA
      2005-HE2    M-1                                    AA
      2005-HE2    M-2                                    A+
      2005-HE2    M-3                                    A
      2005-HE2    B-1                                    A-
      2005-HE2    B-2                                    BBB+
      2005-HE2    B-3                                    BBB
      2005-HE2    B-4                                    BBB-
      2005-HE3    A-1A, A-1B, A-2B, A-2C, R-1, R-2       AAA
      2005-HE3    M-1                                    AA
      2005-HE3    M-2                                    A+  
      2005-HE3    M-3                                    A
      2005-HE3    M-4                                    A-
      2005-HE3    B-1                                    BBB+
      2005-HE3    B-2                                    BBB
      2005-HE3    B-3                                    BBB-
      2005-HE4    A-1, A-2A, A-2B, A-2C, R-1, R-2, R-3   AAA
      2005-HE4    M-1, M-2                               AA+
      2005-HE4    M-3                                    AA
      2005-HE4    M-4                                    AA-
      2005-HE4    M-5                                    A+
      2005-HE4    M-6                                    A
      2005-HE4    B-1                                    A-
      2005-HE4    B-2                                    BBB+
      2005-HE4    B-3                                    BBB
      2005-HE4    B-4                                    BBB-
      2005-HE5    A-1, A-2A, A-2B, A-2C, A-2D            AAA
      2005-HE5    R-1, R-2, R-3                          AAA
      2005-HE5    M-1, M-2, M-3                          AA+
      2005-HE5    M-4                                    AA
      2005-HE5    M-5                                    AA-
      2005-HE5    M-6                                    A+
      2005-HE5    M-7                                    A
      2005-HE5    M-8                                    A-
      2005-HE5    B-1                                    BBB+
      2005-HE5    B-2                                    BBB
      2005-HE6    A-1, A-2A, A-2B, A-2C, R-1, R-2, R-3   AAA
      2005-HE6    M-1, M-2                               AA+
      2005-HE6    M-3, M-4                               AA
      2005-HE6    M-5                                    AA-
      2005-HE6    M-6                                    A+
      2005-HE6    M-7                                    A
      2005-HE6    M-8                                    A-
      2005-HE6    B-1, B-2                               BBB+
      2005-NC1    A-2, A-3                               AAA
      2005-NC1    M-1                                    AA
      2005-NC1    M-2                                    A
      2005-NC1    M-3                                    A-
      2005-NC1    B-1                                    BBB+
      2005-NC1    B-2                                    BBB
      2005-NC1    B-3                                    BBB-
      2005-NC1    B-4                                    BB+
      2005-SD1    A                                      AAA
      2005-SD1    M-1                                    AA   
      2005-SD1    M-2                                    A+  
      2005-SD1    M-3                                    A-
      2005-SD1    B-1                                    BBB+
      2005-SD1    B-2                                    BBB-
      2005-SD1    B-3                                    BBB-
      2005-SD1    B-4                                    BB+
      2005-SD2    A, R-1, R-2                            AAA
      2005-SD2    M-1A, M-1B, M-2                        AA   
      2005-SD2    M-3                                    A
      2005-SD2    B-1, B-2                               BBB+
      2005-SD2    B-3, B-4                               BBB-
      2005-SEA1   A, M-A, R-1, R-2                       AAA
      2005-SEA1   M-1                                    AA   
      2005-SEA1   M-2                                    A  
      2005-SEA1   B-1                                    BBB+
      2005-SEA1   B-2                                    BBB
      2005-SEA1   B-3                                    BBB-
      2005-SEA2   A-1, A-2, R-1, R-2                     AAA
      2005-SEA2   M-1                                    AA+
      2005-SEA2   M-2                                    AA-
      2005-SEA2   B-1                                    BBB+
      2005-SEA2   B-2                                    BBB-
      2005-WMC1   A-1, A-2, A-3, A-4                     AAA
      2005-WMC1   M-1                                    AA+
      2005-WMC1   M-2                                    AA
      2005-WMC1   M-3                                    AA-
      2005-WMC1   M-4                                    A+
      2005-WMC1   M-5                                    A
      2005-WMC1   M-6                                    A-
      2005-WMC1   B-1, B-2                               BBB+
      2005-WMC1   B-3                                    BBB
      2005-WMC1   B-4                                    BBB-
      2005-WMC1   B-5                                    BB+
      2005-WMC2   A-1A, A-1B, A-2A, A-2B, A-2C           AAA
      2005-WMC2   M-1                                    AA+
      2005-WMC2   M-2                                    AA
      2005-WMC2   M-3                                    AA-
      2005-WMC2   M-4                                    A+
      2005-WMC2   M-5                                    A
      2005-WMC2   M-6                                    A-
      2005-WMC2   B-1, B-2                               BBB+
      2005-WMC3   A-1A, A-1B, A-2A, A-2B, A-2C           AAA
      2005-WMC3   M-1                                    AA+
      2005-WMC3   M-2                                    AA
      2005-WMC3   M-3                                    AA-
      2005-WMC3   M-4                                    A+
      2005-WMC3   M-5                                    A
      2005-WMC3   M-6                                    A-
      2005-WMC3   B-1, B-2                               BBB+
      2005-WMC3   B-3                                    BBB
      2006-HE1    A-1, A-2A, A-2B, A-2C, A-2D            AAA
      2006-HE1    R, RC, RX                              AAA
      2006-HE1    M-1                                    AA+
      2006-HE1    M-2                                    AA
      2006-HE1    M-3                                    AA-
      2006-HE1    M-4                                    A+
      2006-HE1    M-5                                    A
      2006-HE1    M-6, M-7, M-8                          A-
      2006-HE1    B-1                                    BBB+
      2006-HE1    B-2                                    BBB
      2006-HE1    B-3                                    BBB-
      2006-HE2    A-1, A-2, A-3, M-1                     AAA
      2006-HE2    M-2, M-3                               AA+
      2006-HE2    M-4, M-5                               AA
      2006-HE2    M-6                                    AA-
      2006-HE2    B-1                                    A+
      2006-HE2    B-2                                    A
      2006-HE2    B-3, B-4                               BBB+
      2006-HE2    B-5                                    BBB
      2006-NC1    A-1, A-2, A-3                          AAA
      2006-NC1    M-1, M-2                               AA+
      2006-NC1    M-3, M-4                               AA
      2006-NC1    M-5                                    AA-
      2006-NC1    M-6                                    A+
      2006-NC1    B-1                                    A
      2006-NC1    B-2                                    A-
      2006-NC1    B-3                                    BBB+
      2006-NC1    B-4                                    BBB
      2006-NC1    B-5                                    BBB-
      2006-S2     A-1A, A-1B, A-2, A-3                   AAA
      2006-S2     M-1                                    AA
      2006-S2     M-2                                    AA-
      2006-S2     M-3                                    A
      2006-S2     M-4                                    A-
      2006-S2     M-5                                    BBB+
      2006-S2     M-6                                    BBB
      2006-S2     B-1                                    BB+
      2006-S2     B-2                                    BB
      2006-S3     A-1, A-2, A-3                          AAA
      2006-S3     M-1                                    AA
      2006-S3     M-2                                    AA-
      2006-S3     M-3                                    A
      2006-S3     M-4                                    A-
      2006-S3     M-5                                    BBB+
      2006-S3     M-6                                    BBB
      2006-S3     M-7                                    BBB-
      2006-SD1    A-1, A-2, R-1, R-2                     AAA
      2006-SD1    M-1                                    AA
      2006-SD1    M-2                                    A
      2006-SD1    B-1                                    BBB+
      2006-SD1    B-2                                    BBB
      2006-SD1    B-3, B-4                               BBB-


HSI ASSET: S&P Affirms Ratings on Seven Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 121
classes from eight transactions issued by HSI Asset Securitization
Corp. Trust.

The affirmations are based on current credit enhancement
percentages that are sufficient to support the certificates at
their current rating levels.  As of the December payment period,
the mortgage pools backing the certificates with affirmed ratings
had experienced realized losses ranging from 0.00% to 0.05% of the
original pool balances.  Severe delinquencies ranged from 2.91% to
5.36% of the current pool balances.

Credit support for these transactions is provided by
subordination, excess interest, and overcollateralization.  The
underlying collateral backing the certificates consists primarily
of adjustable-rate, first-lien mortgage loans secured by one- to
four-family residential properties.

                        Ratings Affirmed
     
              HSI Asset Securitization Corp. Trust
            Residential Mortgage Backed Certificates
   
   Series    Class                                      Rating
   ------    -----                                      ------
   2005-I1   I-A, II-A-1, II-A-2, II-A-3, II-A-4        AAA     
   2005-I1   M-1                                        AA+
   2005-I1   M-2                                        AA
   2005-I1   M-3                                        AA-
   2005-I1   M-4                                        A+
   2005-I1   M-5                                        A
   2005-I1   M-6                                        A-
   2005-NC1  I-A-1, I-A-2, II-A-1, II-A-2, II-A-3       AAA     
   2005-NC1  II-A-4                                     AAA     
   2005-NC1  M-1, M2                                    AA+
   2005-NC1  M-3, M4                                    AA
   2005-NC1  M-5                                        AA-
   2005-NC1  M-6                                        A+
   2005-NC1  M-7                                        A
   2005-NC1  M-8, M-9                                   A-
   2005-NC1  M-10                                       BBB+
   2005-NC1  M-11                                       BBB
   2005-NC1  M-12                                       BBB-
   2005-NC1  M-13                                       BB+
   2005-NC1  M-14                                       BB
   2005-NC2  I-A-1, II-A-1, II-A-2, II-A-3, II-A-4      AAA     
   2005-NC2  M-1                                        AA+
   2005-NC2  M-2                                        AA
   2005-NC2  M-3                                        AA-
   2005-NC2  M-4                                        A+
   2005-NC2  M-5                                        A
   2005-NC2  M-6                                        A-
   2005-NC2  M-7, M-8                                   BBB+
   2005-NC2  M-9, M-10, M-11                            BBB-
   2005-NC2  M-12                                       BB+
   2005-OPT1 A-1, A-2, A-3, A-4                         AAA     
   2005-OPT1 M-1                                        AA+
   2005-OPT1 M-2                                        AA
   2005-OPT1 M-3                                        AA-
   2005-OPT1 M-4                                        A+
   2005-OPT1 M-5                                        A
   2005-OPT1 M-6                                        A-
   2006-NC1  I-A, II-A                                  AAA     
   2006-NC1  M-1                                        AA+
   2006-NC1  M-2                                        AA
   2006-NC1  M-3                                        AA-
   2006-NC1  M-4                                        A+
   2006-NC1  M-5                                        A
   2006-NC1  M-6                                        A-
   2006-NC1  M-7                                        BBB+
   2006-NC1  M-8                                        BBB
   2006-NC1  M-9                                        BBB-
   2006-NC1  M-10                                       BB+
   2006-NC1  M-11                                       BB
   2006-OPT1 I-A, II-A-1, II-A-2, II-A-3, II-A-4        AAA     
   2006-OPT1 M-1, M-2                                   AA+
   2006-OPT1 M-3, M-4                                   AA
   2006-OPT1 M-5                                        AA-
   2006-OPT1 M-6                                        A+
   2006-OPT1 M-7                                        A
   2006-OPT1 M-8                                        A-
   2006-OPT1 M-9                                        BBB+
   2006-OPT1 M-10                                       BBB
   2006-OPT1 M-11, M-12                                 BBB-
   2006-OPT2 I-A, II-A-1, II-A-2, II-A-3, II-A-4        AAA     
   2006-OPT2 M-1, M-2                                   AA+
   2006-OPT2 M-3                                        AA
   2006-OPT2 M-4                                        AA-
   2006-OPT2 M-5, M-6                                   A
   2006-OPT2 M-7                                        A-
   2006-OPT2 M-8                                        BBB+
   2006-OPT2 M-9, M-10                                  BBB-
   2006-OPT2 M-11                                       BB+
   2006-OPT3 I-A, II-A, III-A-1, III-A-2, III-A-3       AAA     
   2006-OPT3 III-A-4                                    AAA     
   2006-OPT3 M-1, M-2                                   AA+
   2006-OPT3 M-3, M-4                                   AA
   2006-OPT3 M-5                                        AA-
   2006-OPT3 M-6                                        A
   2006-OPT3 M-7                                        A-
   2006-OPT3 M-8                                        BBB+
   2006-OPT3 M-9, M-10                                  BBB
   2006-OPT3 M-11                                       BB+


INDEPENDENCE TAX: Dec. 31 Balance Sheet Upside-Down by $3.2 Mil.
----------------------------------------------------------------
Independence Tax Credit Plus LP reported an $896,139 net loss
on $5.7 million of revenues for the third quarter ended
Dec. 31, 2006, compared with a $1.1 million net loss on
$5.8 million of revenues for the same period in 2005.

At Dec. 31, 2006, 2006, the limited partnership's balance sheet
showed $127.6 million in total assets, $125.5 million in total
liabilities, $5.3 million in minority interests, resulting in a
partners' deficit of $3.2 million.

Rental income decreased $144,416 primarily due to a decrease in
occupancy at one local partnership offset by rental rate
increases.

Other income increased approximately $19,000.

Total expenses decreased $355,011, primarily due to decreases in
repairs and maintenance expenses.

Full-text copies of the limited partnership's financial statements
for the quarter ended Dec. 31, 2006, are available for free at:

                http://researcharchives.com/t/s?18dd
                                  
                 Beneficial Assignment Certificates

On July 1, 1991, the company commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the company.  The company
received $76,786,000 of gross proceeds from the offering from
5,351 investors and no further issuance of these certificates is
anticipated.  As of Dec. 31, 2006, the company has invested all
of its net proceeds in 28 other partnerships.  Approximately
$8,600 of the purchase price remains to be paid to the other
partnerships.

The company and Beneficial Assignment Certificates holders began
to recognize the tax credits with respect to a property when the
period of the company's entitlement to claim tax credits (for each
property generally ten years from the date of investment or, if
later, the date the property is placed in service) for such
property commenced.  Because of the time required for the
acquisition, completion and rent-up of properties, the amount of
tax credits per Certificate gradually increased over the first
three years of the company's existence.  Tax credits not
recognized in the first three years will be recognized in the 11th
through 13th years.  The company generated $17,573, $1,051,548 and
$7,001,508 of tax credits during the 2005, 2004 and 2003 tax
years, respectively.

                     Mortgage Notes Payable

At Dec. 31, 2006, the company had outstanding mortgage notes
payable of $85,263,257.

Annual principal payment requirements, as of Dec. 31, 2006, for
each of the next five fiscal years and thereafter, are:

  Fiscal Year                              Amount

    2006                                $   852,297
    2007                                  5,624,460
    2008                                  3,427,744
    2009                                  7,551,584
    2010                                  7,247,436
    Thereafter                           60,559,736
                                        -----------
                                        $85,263,257    
                                        ===========

                       About Independence Tax

Independence Tax Credit Plus LP is a limited partnership which has
investments in 28 other subsidiary partnerships owning leveraged
complexes that are eligible for the low-income housing tax credit.
The company's investment in each of these other partnerships
represents from 98% to 98.99% of the company's interests in these
other partnerships.

Independence Tax Credit Plus LP's general partner is Related
Independence Associates LP.  Related Independence Associates LP is
also the general partner of Independence Tax Credit Plus LP II.
In turn, Related Independence Associates Inc. is the general
partner of Related Independence Associates LP.

Opa-Locka, one of the subsidiary partnerships, is in default on
its third and fourth mortgage notes and continues to incur
significant operating losses.  Independence Tax Credit's
investment in Opa-Locka at Dec. 31, 2006, was approximately
$2,827,000.


KENTUCKY DATA: Moody's Rates $280 Million Senior Loans at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Kentucky Data Link with a stable outlook.

The ratings agency also assigned a B1, LGD3 -30% rating to the
$240 million senior secured term loan and a B1, LGD3 -30% rating
to the $40 million senior secured revolving credit facility.  The
company plans to use the borrowings under the term loan to fund
the purchase of Norlight Telecomunications from Journal
Communications and refinance KDL's existing debt.

Moody's has taken these ratings actions:

   * Kentucky Data Link

      -- Corporate Family Rating, Assigned B1

      -- Probability of Default Rating, Assigned B2

      -- Senior Secured Revolving Credit Facility, Assigned B1,
         LGD3, 30%

      -- 1st Lien Senior Secured Term Loan, Assigned B1, LGD3,
         30%

The outlook is stable.

The corporate family rating reflects KDL's modest free cash flow,
high pro forma leverage, greater likelihood of increased
competition as the company grows, and the complexity of
integrating Norlight within its operations.  The ratings are
tempered by KDL's track record of profitability, which is largely
attributed to the company's strong position as the only
alternative to the incumbent ILEC in the 2nd and 3rd tier markets
in the Midwest and the Southeast US.

The stable outlook reflects Moody's views that KDL will be
successful in achieving synergies from the Norlight acquisition,
and the expectation that should acquisition activity continue, it
will not materially impact the company's credit profile.

KDL is a wholesale transport service provider in the Midwest and
the Southeast US.  The company's headquarters are located in
Evansville, Indiana.


KNIGHT FUNDING: Moody's Lifts Rating on $35 Mil. Sr. Notes to B3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the notes issued
in 1999 by Knight Funding Ltd. a collateralized bond obligation
issuer:

   * The $45,000,000 Class A-2 Floating Rate Senior Notes due
     2010

      -- Prior Rating: A1, on watch for possible upgrade
      -- Current Rating: Aa2

   * The $25,000,000 Class B-1 Floating Rate Senior Subordinate
     Notes due 2010

      -- Prior Rating: Caa2, on watch for possible upgrade
      -- Current Rating: B3

   * The $10,000,000 Class B-2 Fixed Rate Senior Subordinate
     Notes due 2010

      -- Prior Rating: Caa2, on watch for possible upgrade
      -- Current Rating: B3

The rating actions reflect the improvement in the credit quality
of the transaction's underlying collateral portfolio as well as
the ongoing delevering of the transaction, according to Moody's.


LEVEL 3: Completes $132 Mil. Acquisition of SAVVIS Network Biz
--------------------------------------------------------------
Level 3 Communications, Inc. completed its acquisition of the
Content Delivery Network services business of SAVVIS, Inc.  

Pursuant to the definitive agreement, dated Dec. 23, 2006, Level 3
has paid $132.5 million in cash to acquire certain assets,
including network elements, customer contracts, and intellectual
property used in SAVVIS's CDN business.

"The opportunities presented by delivering rich media applications
over the Internet continue to increase, and the addition of CDN
capabilities to our service portfolio will enable Level 3 to
better address this important market," said Kevin O'Hara,
president and chief operating officer of Level 3.  "This
acquisition does not require the type of physical integration
associated with the metro and backbone transactions we announced
in 2006.  We are confident in our ability to incorporate this key
capability into our service portfolio."

                        About SAVVIS Inc.

Headquartered in Town & Country, Missouri, SAVVIS, Inc. (NASDAQ:
SVVS) -- http://www.savvis.net/-- provides managed and outsourced  
IT services that focuses exclusively on IT solutions for
businesses.  With an IT services platform that extends to 47
countries, SAVVIS has over 5,000 enterprise customers and leads
the industry in delivering secure, reliable, and scalable hosting,
network, and application services.  These solutions enable
customers to focus on their core business while SAVVIS ensures the
quality of their IT systems and operations.  SAVVIS' strategic
approach combines virtualization technology, a global network and
25 data centers, and automated management and provisioning
systems.

SAVVIS's CDN services business, based in Thousand Oaks,
California, with approximately 50 employees and over 100
customers, provides solutions that improve performance,
reliability, scalability and reach of customers' online content.
Initially developed in 1996 as Sandpiper Networks, the division
developed, deployed and operated a content delivery network.  It
has a globally distributed infrastructure in more than 20
countries.

                         About Level 3

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Standard & Poor's Ratings Services affirmed all ratings on Level
3, including the 'CCC+' corporate credit rating.


LEVEL 3: Exchanges $115 Mil. of 10% Sr. Notes for 36.7 Mil. Shares
------------------------------------------------------------------
Pursuant to an exchange agreement, certain institutional investors
exchanged approximately $115 million aggregate principal amount of
Level 3 Communications, Inc.'s 10% Convertible Senior Notes due
2011 for a total of approximately 36.7 million shares of Level 3's
common stock, equivalent to approximately 318.9 shares per $1,000
note, and the payment of accrued and unpaid interest on the notes
to the closing date.

The shares of common stock issued under this agreement are exempt
from registration pursuant to Section 3(a)(9) under the Securities
Act of 1933, as amended.  The notes were convertible into shares
of Level 3's common stock at a rate of 277.77 shares per $1,000
note.

As a result of the exchange, the company reduced its 2007 cash
interest expense by approximately $11 million.  The notes are
callable by the company on May 1, 2009.

"This transaction, along with the previously announced exchange
last week, is positive for our company as it helps us continue to
reduce debt and interest expense," said Sunit S. Patel, CFO of
Level 3.  "Throughout 2007, we expect to continue taking steps
operationally and financially to improve our financial position.

                         About Level 3

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Standard & Poor's Ratings Services affirmed all ratings on
Level 3, including the 'CCC+' corporate credit rating.


M. FABRIKANT & SONS: Secures Additional Financing from Lenders
--------------------------------------------------------------
M. Fabrikant & Sons Inc. has negotiated additional financing
arrangements with its senior secured lenders, while the company
continues to actively pursue a full range of strategic
alternatives, including the sale, refinancing, or reorganization
of the firm.  Fabrikant believes that its Chapter 11 proceedings
currently provide the best opportunity to maximize the value of
its assets and its business for all stakeholders.

"We are thrilled to announce that our new lenders are supportive
of our reorganization process and willing to provide us with
additional liquidity," Matthew Fortgang, CEO of Fabrikant said.  
"This makes it possible to get back to levels of service our
customers have come to expect and trust from Fabrikant."

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The    
Company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  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 Mar. 17,
2007.


MILLS CORP: Has Until Jan. 31, 2008, to Pay Back $1 Billion Loan
----------------------------------------------------------------
The Mills Corporation has received an extension until Jan. 31,
2008, to pay back its $1 billion loan that was warned to force the
company into chapter 11 bankruptcy protection, the Baltimore
Business Journal reports.

According to the report, the loan, which is a part of an amended
credit agreement with Goldman Sachs Mortgage Co., could be
extended to April 30, 2008, if the termination date of the merger
agreement with Brookfield Asset Management Inc. is similarly
extended.

The Mills, the Journal says, took out the loan with Goldman Sachs
in May 2006 with a maturity date at the end of March.  Brookfield
has agreed to take on the company's loan.

As reported in the Troubled Company Reporter on Jan. 18, 2007, The
Mills and Brookfield entered into a definitive agreement pursuant
to which Brookfield will acquire The Mills for cash at a price of
$21 per share, representing a total transaction value of
approximately $1.35 billion for all of the outstanding common
stock of The Mills and common units of The Mills Limited
Partnership, and approximately $7.5 billion including assumed debt
and preferred stock.

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

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

                    About The Mills Corporation

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

                          *     *     *

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


MOVIE GALLERY: Oct. 1 Balance Sheet Upside-Down by $220.9 Million
-----------------------------------------------------------------
Movie Gallery Inc. reported results for the third quarter of 2006,
which ended Oct. 1, 2006.  The company filed its quarterly report
on Form 10-Q for the third quarter of fiscal 2006 on Jan. 19,
2007.

For the quarter ended Oct. 1, 2006, the company reported a net
loss of $36,111,000 on $582,989,000 of total revenue.  This
compares to a net loss of $12,469,000 on $572,442,000 of total
revenue for the quarter ended Oct. 2, 2005.

At Oct. 1, 2006, the company's balance sheet showed total assets
of $1,165,927,000 and total liabilities of $1,386,827,000,
resulting in a total stockholders' deficit of $220,900,000.  At
Jan. 1, 2006, the company's stockholders' deficit stood at
$212,818,000.

The company's Oct. 1 balance sheet also showed strained liquidity
with $215,353,000 in total current assets available to pay
$1,031,798 in total current liabilities.

A full-text copy of the company's Form 10-Q for the quarter ended
Oct. 1, 2006, is available for free at:

               http://ResearchArchives.com/t/s?18f3

                     SFAS 143 Review Concluded

The company had delayed its Form 10-Q filing for the quarter ended
Oct. 1, 2006, as a result of a review of the Company's accounting
treatment for end of term store lease obligations.

During this process, Movie Gallery reviewed over 5,000 store
leases and worked with its independent auditor to ensure
compliance with Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations.

As a result, the Company increased property, furnishings and
equipment by $1.4 million, other long-term accrued liabilities by
$8.7 million and store operating expenses by $7.3 million.

The impact on previously reported financial results was
immaterial, and therefore no restatement of prior period financial
results was required.

                             Liquidity

As of Jan. 19, 2006, Movie Gallery had no borrowings on its
revolving credit facility.  With approximately $51 million in
available borrowings under this facility, management believes that
the company has sufficient cash and availability under the
revolver to meet working capital needs.

The company and its advisors are working diligently on projects to
improve the capital structure of the company for the long-term and
expect to provide further details later in the first quarter.

                           Nasdaq Update

As disclosed on Nov. 21, 2006, Movie Gallery received a NASDAQ
Staff Determination letter indicating Movie Gallery is not in
compliance with the filing requirement for continued listing as
set forth in Marketplace Rule 4310(c)(14) due to the delayed
filing of its Quarterly Report on Form 10-Q for the quarter ended
Oct. 1, 2006 with the Securities and Exchange Commission.

With the review of the company's accounting treatment for end of
term store lease obligations concluded and the company's third
quarter Form 10-Q now on file with the SEC, Movie Gallery is now
in full compliance with Nasdaq rules.

                       About Movie Gallery

Movie Gallery, Inc. (Nasdaq: MOVI) -- http://www.moviegallery.com/
-- is the second largest North American video rental company with
over 4,600 stores located in all 50 U.S. states and Canada
operating under the brands Movie Gallery, Hollywood Video and Game
Crazy.  The Game Crazy brand represents 643 in-store departments
and 17 free-standing stores serving the game market in urban
locations across the Untied States.  Since Movie Gallery's initial
public offering in August 1994, the company has grown from 97
stores to its present size through acquisitions and new store
openings.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2006,
Moody's Investors Service placed the long-term ratings of Movie
Gallery Inc. on review for possible downgrade following the
company's announcement that it would not be able to file it third
quarter 10-Q with the SEC on a timely basis.  

These ratings were placed on review for possible downgrade:
Corporate family rating at Caa1; Probability of default rating at
B3; Senior secured credit facilities at B3, LGD-3-41%; Senior
unsecured guaranteed notes at Caa2, LGD5-88%.


MOVIE GALLERY: Projects Likely Covenant Non-Compliance in 2007
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Movie Gallery Inc., discloses that as of Oct. 1, 2006,
it was in compliance with its Credit Facility financial covenants,
as amended, and anticipates compliance at each test date through
the remainder of fiscal 2006.

However, the company says that unless it is successful in
obtaining an additional amendment to the financial covenants in
its Credit Facility, its projected operating results indicate that
the company will fail the more restrictive financial covenant
tests effective as of April 1, 2007.

As a result, in accordance with EITF 86-30, "Classification of
Obligations When a Violation is Waived by a Creditor," all amounts
outstanding under the Credit Facility have been classified as
current liabilities as of Oct. 1, 2006.

In line with the company's disclosure, three analysts said the
company faced a rising risk of bankruptcy unless its creditors
agree to a new waiver and the company moves more aggressively to
cut store expenses, Reuters reports.

The analysts however differed on whether creditors would take
another chance on Movie Gallery after a year of declining rental
revenues and increased competition from Blockbuster Inc. and and
Netflix Inc., Reuters further relates.

                          Credit Facility

The Credit Facility, which the company entered into in connection
with our acquisition of Hollywood Entertainment Corporation,
provides for aggregate borrowings of $836.4 million, consisting of
a five-year $75.0 million revolving credit facility due April 27,
2010 (and two term loans in an aggregate principal amount of
$761.4 million as of Oct. 1, 2006.

Term Loan A is a $71.5 million loan that matures on April 27,
2010, and Term Loan B is a $689.9 million loan that matures on
April 27, 2011.  At Oct. 1, 2006, the company had $43.8 million
drawn under the Revolver, comprised of $23.8 million in letters of
credit and $20 million in borrowings.

On Mar. 15, 2006, the company executed a second amendment to the
Credit Facility, effective through the fourth quarter of 2006 that
relaxed financial covenants, increased restrictive operating
covenants and increased interest rate margins.  The quarterly
financial covenants revert to the original covenants commencing
with the first quarter of 2007.

                       About Movie Gallery

Movie Gallery, Inc. (Nasdaq: MOVI) -- http://www.moviegallery.com/
-- is the second largest North American video rental company with
over 4,600 stores located in all 50 U.S. states and Canada
operating under the brands Movie Gallery, Hollywood Video and Game
Crazy.  The Game Crazy brand represents 643 in-store departments
and 17 free-standing stores serving the game market in urban
locations across the Untied States.  Since Movie Gallery's initial
public offering in August 1994, the company has grown from 97
stores to its present size through acquisitions and new store
openings.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2006,
Moody's Investors Service placed the long-term ratings of Movie
Gallery Inc. on review for possible downgrade following the
company's announcement that it would not be able to file it third
quarter 10-Q with the SEC on a timely basis.  

These ratings were placed on review for possible downgrade:
Corporate family rating at Caa1; Probability of default rating at
B3; Senior secured credit facilities at B3, LGD-3-41%; Senior
unsecured guaranteed notes at Caa2, LGD5-88%.


MTU AERO: S&P Assigns BB- Rating to EUR150 Million Bonds
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to the EUR150 million in convertible bonds
guaranteed by MTU Aero Engines Holding AG and issued through the
wholly-owned subsidiary MTU Aero Engines Finance B.V.  The issue
size could be raised to EUR180 million, depending on demand and
the exercise of a EUR15 million green-shoe option.  The bonds are
due in February 2012.

"MTU will use the proceeds from the convertible issue to fund the
early redemption of the outstanding high-yield senior notes issued
in March 2004," said Standard & Poor's credit analyst Werner
Staeblein.

The notional amount of outstanding senior notes is EUR165 million.  
The redemption price including the call premium is about
EUR182 million.

Convertible debt generally does not attract any specific equity
credit in Standard & Poor's methodology for corporate hybrid
instruments.  They are therefore essentially viewed as debt,
except on rare occasions in which a conversion in the near term is
extremely likely.  Subject to the share price development of MTU's
ordinary shares, the convertible bond can be called no
sooner than three years after issuance.

The ratings continue to reflect the group's relatively weak
business profile, which is constrained by its reliance on the
cyclical civil aviation industry, vulnerability to the weakness of
the U.S. dollar, and its relatively modest size compared with
OEMs.  Nevertheless, MTU benefits from its leading positions in
niche markets and is protected by its long-term strategic
alliance with Pratt & Whitney engines, its participation in engine
programs through a number of risk and revenue-sharing
partnerships; and its role as a strategic partner for the
German Air Force.


N-45 FIRST: Fitch Holds BB+ Rating on CDN$3.7 Mil. Class E Debt
---------------------------------------------------------------
Fitch Ratings places two classes of N-45 First CMBS Issuer
Corporation, series 2003-3 on Rating Watch Positive:

   -- CDN$47.6 million class B to 'AA'; and,
   -- CDN$31.4 million class C to 'A'.

In addition, Fitch affirms these classes:

   -- CDN$92.8 million class A-1 at 'AAA';
   -- CDN$228.5 million class A-2 at 'AAA';
   -- Interest only class IO at 'AAA';
   -- CDN$31.4 million class D at 'BBB-'; and
   -- CDN$3.7 million class E at 'BB+'.

The placement of the classes on Rating Watch Positive is due to
the amortization of the loans and improved performance of the
collateral.  Since issuance, the deal has paid down 5.8% to its
current balance of CDN$435.5 million as of the December 2006
remittance period.  Performance of all three of the loans in the
transaction has consistently improved since issuance through Year
End 2005.  If the improved performance continues as of YE 2006, it
is highly likely that classes B and C could be upgraded.  All
three of the loans maintain investment grade credit assessments.

The Place Bell loan is the largest in the transaction at 34.8% of
the balance.  Located in Ottawa, Ontario, Canada, the loan is
secured by a 989,802-square foot class A office building built in
1971 and renovated in the late 1990s.  The Place Bell loan is full
recourse to the sponsor.  As of February 2006, Place Bell was
99.3% occupied compared to 98.9% at issuance.  Bell Canada, the
largest tenant, at 48.6% of the net rentable area, is on a long-
term lease until 2022.

Fifth Avenue Place, the second-largest loan in the transaction at
34.4%, is secured by two 34-story office towers totaling 1.5
million square feet in downtown Calgary.  Approximately 48,000 sf
of the properties consist of retail and storage space.  The tenant
base is concentrated in the oil and gas industry, such as Devon
Estates, which is owned by Imperial Oil Limited, Anadarko Canada,
and Enbridge, Inc.

Occupancy remained unchanged from issuance at 99.6% as of March
2006.

The final loan in the transaction is the Tour Bell loan at 30.8%
of the pool.  The Tour Bell loan is secured by two, 28-story
office towers located in Montreal containing 975,661 sq. ft. of
office space and 40,227 sq. ft. of connected underground retail
space along with a 693-space parking facility.  Of the retail
space and parking, 79.2% and 63.0%, respectively, serve as
collateral for the loan.  The Tour Bell building houses Bell
Canada's Canadian headquarters while the other tower is primarily
occupied by National Bank of Canada's headquarters.  As
anticipated at issuance, Bell Canada exercised early termination
rights on two portions of its space, known as Block A and Block B,
totaling 307,258 sq. ft.


PARKER HUGHES: Files for Chapter 11 Protection in Minnesota
-----------------------------------------------------------
Parker Hughes Institute, dba Parker Hughes Cancer Center, and
Parker Hughes Clinics filed for chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota on Jan. 23, 2007.

The clinic said it will continue treating patients during its stay
in bankruptcy.

Parker Hughes and its founder, Dr. Fatih Uckun, have allegedly
provided excessive or inappropriate cancer care to patients.  A
group of patients have defended the clinic saying it fights for
cancer patients when others don't, Jerymy Olson of Pioneer Press
reports.

The Minnesota Board of Medical Practice suspended last year the
medical license of Dr. Uckun, Steve Karnowski of the Associated
Press reports.  A permanent decision on the case is still pending.

It's financial problems started when its practices came to light,  
and when Blue Cross and Blue Shield of Minnesota and Medica
stopped coverage of cancer patients in 2003.

Parker Hughes said it will ask the Bankruptcy Court to appoint
somebody to ensure that patients' rights are protected, Mr.
Karnowski added.

Parker Hughes Institute, dba Parker Hughes Cancer Center --
http://www.ih.org/-- and Parker Hughes Clinics --  
http://www.parkerhughes.org/-- are non-profit research  
organizations in the United States devoted to the development of
new drugs for the treatment of chronic and life-threatening
illnesses.  The drug discovery program at Parker Hughes
Institute has been awarded numerous patents for multiple
anti-cancer and anti-HIV drugs that are at various stages of
development.


PARKER HUGHES: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Parker Hughes Institute
        dba Parker Hughes Cancer Center
        fka Hughes Institute
        fka Wayne Hughes Institute
        fka Drug Discovery Enterprises
        fka Biotherapy Corporation
        2665 Long Lake Road, Suite 110
        Roseville, MN 55113
        Tel: (651) 628 0098

Bankruptcy Case No.: 07-30237

Debtor-affiliate filing separate chapter 11 petition:

      Entity                         Case No.
      ------                         --------
      Parker Hughes Clinics          07-30238

Type of Business: The Debtors are non-profit research
                  organizations in the United States devoted to
                  the development of new drugs for the treatment
                  of chronic and life-threatening illnesses.  The
                  drug discovery program at Parker Hughes
                  Institute has been awarded numerous patents for
                  multiple anti-cancer and anti-HIV drugs that are
                  at various stages of development.
                  See http://www.ih.org/and  
                  http://www.parkerhughes.org/

Chapter 11 Petition Date: January 23, 2007

Court: District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Debtors' Counsel: Kenneth Corey-Edstrom, Esq.
                  Larkin Hoffman Daly and Lingren Ltd.
                  1500 Wells Fargo Plaza
                  7900 Xerxes Avenue South
                  Bloomington, MN 55431-1194
                  Tel: (952) 835-3800
                  Fax: (952) 896-3333

                       Estimated Assets    Estimated Debts
                       ----------------    ---------------
      Parker Hughes    Less than $10,000   $100,000 to
      Institute                            $1 Million

      Parker Hughes    Less than $10,000   $1 Million to
      Clinics                              $100 Million

A. Parker Hughes Institute's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Roseville Properties Management            $179,313
2575 North Fairview Avenue
Suite 2250
Roseville, MN 55113

Rosedale Properties LLC                     $97,309
P.O. Box 84-5402
Boston, MA 02284-5402

Xcel Energy                                 $27,898
P.O. Box 9477
Minneapolis, MN 55484-9477

Dex Media East                              $22,211
P.O. Box 78041
Phoenix, AZ 85062-8041

McGladrey & Pullen, LLP                     $17,000
5155 Paysphere Circle
Chicago, IL 60674

Beckman Coulter                              $7,760

Twin City Oxygen Co.                         $5,043

Matrix Business Technologies                 $4,796

Southern Research Institute                  $4,000

William Mork & Co.                           $3,900

Lakeview Associates                          $3,147

Abbott Laboratories                          $2,718

Qwest                                        $2,157

Onvoy                                        $1,229

Jason's Dry Ice                              $1,086

University of Iowa                           $1,030

IOS                                            $881

Gephart Electric                               $765

Primus                                         $726

Jr. Appliance Disposal                         $688

B. Parker Hughes Clinics's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Imaging Solutions, Inc.                    $880,540
2829 University Drive South
Fargo, ND 58103-6029

Oncology Therapeutics Networks             $840,731
23442 Network Place
Chicago, IL 60673-1234

Henson & Efron, P.A.                       $629,340
220 South 6th Street
Suite 1800
Minneapolis, MN 55401-2496

Blue Cross Blue Shield                     $174,148
Wilson McShane
3001 Metro Drive, Suite 500
Bloomington, MN 55425

Parker Hughes Institute                     $60,408
2641 Patton Road
Roseville, MN 55113

WCCO                                        $52,985

Acordia                                     $36,050

McGladrey & Pullen, LLP                     $33,858

Roseville Properties Management Co.         $28,048

Nuaire Inc.                                 $23,720

Virtual DX Radiology                        $23,345

McKesson                                    $22,435

Klodt Inc.                                  $21,916

TAP Pharmaceuticals Inc.                    $15,331

Cardinal Health Nuclear Pharmacy Services   $14,721

Cardinal Distribution-Hudson Division       $14,042

INFOSYS                                     $11,938

Philips Medical Capital                     $11,390

Medica                                      $11,188

Mercury Travel                              $10,904


POGO PRODUCING: Quarterly Dividend to be Paid on February 23
------------------------------------------------------------
The Board of Directors of Pogo Producing Company declared a
regular quarterly cash dividend of $0.075 per share on Pogo's
outstanding common stock, to be paid on Feb. 23, 2007 to
shareholders of record as of Feb. 9, 2007.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops  
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 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. and Canadian Exploration and Production
sector last week, the rating agency confirmed its Ba3 Corporate
Family Rating for Pogo Producing Company.


POLYAIR INTER: Court Approves Subsidiary's Plan of Arrangement
--------------------------------------------------------------
The Plan of Arrangement of Cantar Pool Products Limited, a
Canadian pool subsidiary of Polyair Inter Pack Inc., was approved
at a meeting of creditors and by the Ontario Supreme Court of
Justice.

The subsidiary, which ceased operations in October 2006, had
sought protection under Polyair's Creditors Arrangement Act
in order to complete the sale of its remaining operating assets
and to put forward to its creditors a Plan of Arrangement which
would provide for a settlement of their claims.  The approved
Plan of Arrangement is expected to be implemented shortly.

The Plan of Arrangement does not affect Polyair's packaging
business, which continues to operate as a standalone business
through separate subsidiaries in the normal course.
   
   About Polyair Inter Pack

Headquartered in Toronto, Ontario, Polyair Inter Pack Inc.
(TSX: PPK)(AMEX: PPK) -- http://www.polyair.com/-- manufactures  
and distributes packaging products.  These products are sold to
distributors and retailers across North America.  The company
operates nine manufacturing facilities, seven of which are in the
US where it generates the majority of its sales.


RECKSON OPERATING: Fitch Cuts Sr. Notes' Rating to BB+ from BBB-
----------------------------------------------------------------
Given the upcoming consummation of SL Green Realty Corp.'s merger
with Reckson Associates Realty Corp., Fitch has downgraded Reckson
Operating Partnership, L.P.'s Issuer Default Rating, senior
unsecured notes, and senior unsecured convertible notes to 'BB+'
from 'BBB-'.

These ratings remain on Rating Watch Negative.

Approximately $1.25 billion of securities are affected.  In
addition, Fitch has withdrawn the IDR of 'BBB-' for Reckson
Associates Realty Corp. and the 'BBB-' rating for Reckson
Operating Partnership L.P.'s unsecured credit facility, which will
be retired when the merger closes.

Fitch's downgrade of Reckson Operating Partnership, L.P. centers
on several factors.  After the merger, giving effect to the sale
of Reckson Associates Realty Corp.'s Long Island and New Jersey
office properties to an investor group that includes Reckson
senior management, Reckson OP's pro forma EBITDA coverages decline
significantly.  The assets acquired by the investor group are
almost entirely unencumbered, reducing the remaining unencumbered
asset support of unsecured debt at Reckson OP.  

In addition, Reckson OP's liquidity and financial flexibility will
weaken due to the retirement of its unsecured revolving credit
facility.  Fitch does acknowledge that SL Green has the ability to
utilize its access to unsecured borrowings via its revolving
credit facility and term loan facilities to service Reckson OP
debt.  Furthermore, Reckson OP's geographic concentration
increases after the sale of assets to the investor group, reducing
Reckson OP's property portfolio footprint to office properties in
only New York City, Connecticut and Westchester, New York.

The sustained Rating Watch Negative status acknowledges the
potential for Reckson OP's IDR and bonds to migrate below 'BB+',
considering the absence of structural firewalls to support Reckson
OP's unsecured bondholders.  Should parent SL Green face a severe
deterioration in liquidity and transfer assets from Reckson OP to
SL Green, Reckson OP would be exposed to further credit erosion.  
Fitch expects to resolve the Negative Watch once Reckson OP files
its March 31, 2007 quarterly financial information with the
Securities and Exchange Commission.

SL Green is a self-administered and self-managed real estate
investment trust that predominantly acquires, owns, repositions
and manages a portfolio of office properties mostly in New York
City.  The company has substantial experience as an owner and
operator of office properties in the New York metropolitan area,
as well as proven access to unsecured capital through term loans,
revolving credit agreements and trust preferred securities.


REDPRAIRIE CORP: Moody's Holds B1 Rating on $190 Million Loans
--------------------------------------------------------------
Moody's Investors Service affirmed RedPrairie Corporation ratings
after the company's disclosure of its intentions to offer a one
time debt financed $25 million dividend to its equity sponsors.

The new debt will increase the size of RedPrairie's second lien
borrowings from $45 million to $70 million.  Moody's notes that
this additional financing when coupled with RedPrairie's
previously stated intentions to increase the size of its first
lien borrowings to $170 million for the acquisition of
StorePerform does not change the company's B2 corporate family
rating, the individual loan ratings, or its stable outlook.

However, Moody's notes that the increase in leverage to
approximately 5.2x places the company closer to the lower end of
the B2 rating category.  Additionally, the company is following up
a relatively soft third quarter and does not yet have audited
financials available for the fourth quarter.

These ratings are affirmed:

   -- Corporate Family Rating, B2

   -- $20 million Senior Secured Revolving Credit Facility due in
      5 years, B1, LGD3, 33%

   -- $170 million Senior Secured First Lien due in 6 years, B1,
      LGD3, 33%

   -- $70 million Senior Secured Second Lien due in 6.5 years,
      Caa1, LGD5, 84%

RedPrairie, headquartered in Waukesha, Wisconsin, is a provider of
warehouse management, labor management, transportation management
and store operations software solutions.


SEA CONTAINERS: Can Employ Appleby Hunter as Special Counsel
------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained permission
from the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware to employ Appleby Hunter Bailhache as
their special counsel for Bermuda legal matters, nunc pro tunc to
Oct. 15, 2006.

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Edwin S. Hetherington, vice president, general counsel, and
secretary of Sea Containers Ltd., related that Appleby has served
as the Debtors' outside Bermudian counsel on matters including
corporate and securities law and general litigation since 1974.  

Mr. Hetherington told Judge Carey that that the firm's
professionals have become very familiar with the Debtors and
their business affairs, and have gained extensive experience in
most aspects of the Debtors' general legal work and needs.

Specifically, the Firm is expected to:

   -- continue to advise and represent SCL in accordance to its
      prior representation; and

   -- advise and represent the Debtors with respect to SCL's
      Bermuda insolvency proceeding and other matters that may
      arise in the Debtors' Chapter 11 cases or the Bermuda
      proceeding in the ordinary course of operations.

Appleby will be paid for its services based on the firm's
customary hourly rates:

         Professionals             Hourly Rate
         -------------             -----------
         Partners                  $400 - $625
         Associates                $200 - $590
         Paraprofessionals         $125 - $260

The firm will also be reimbursed for necessary out-of-pocket
expenses.

Mr. Hetherington relates that Appleby has received a replenishing
prepetition retainer with a remaining balance of $183,856 for
providing the Debtors with representation on Bermuda legal
matters prior to the Petition Date.  In addition to the retainer,
Appleby has also received $205,941 from the Debtors on account of
services rendered regarding the Bermuda legal matters.

Jennifer Yolande Fraser, Esq., a partner at Appleby, assures the
Court that her firm does not hold any interest adverse to Debtors
or their estates with respect to the matters on which it is to be
employed.

                      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: Bingham Tapped as Counsel to Services Committee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Sea
Containers Ltd. and its debtor-affiliates' chapter 11 cases seeks
authority from the Honorable Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to retain Bingham McCutchen,
Morris, Nichols, Arsht & Tunnell LLP, as its counsel serving in
the Services Committee, nunc pro tunc to Oct. 26, 2006.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
the Creditors Committee sought Court approval to retain Bingham
McCutchen LLP as counsel to its financial members sub-committee.  
The U.S. Trustee indicated concerns as to the sub-committee
structure described in that application.

The amended application supersedes the Original Application in all
respects.

                     The Services Committee

Bingham McCutchen and counsel to certain other Creditors Committee
members met with the U.S. Trustee to discuss the concerns raised
and to attempt to resolve them.  As a result of the discussions
and in light of the U.S. Trustee's reservations about the proposed
sub-committee structure, the Creditors Committee requested the
appointment of a separate committee to represent the interests of
the unsecured creditors of Sea Containers Services Ltd.  The U.S.
Trustee has indicated that it would be appointing a Services
Committee.

Andrew B. Cohen, managing director of Dune Capital LLC, relates
that Bingham McCutchen is well suited for the representation
required by the Creditors Committee.  The firm is experienced in
all aspects of the law that are likely to arise in the Debtors'
bankruptcy cases.  

From May 2006, Bingham McCutchen represented an ad hoc committee
of 10-3/4% senior notes due 2006, 7-7/8% senior notes due 2008,
12-1/2% senior notes due 2009, and 10-1/2% senior notes due 2012
issued by Sea Containers Ltd.  Bingham McCutchen reviewed and
analyzed the Debtors, their financial situation, and their
operations.  As a result, the firm is already very familiar with
the Debtors' financial and operational situations, material
constituencies, and issues requiring resolution in order to
reorganize.

Among other things, Bingham McCutchen will:

    a. provide legal advice with respect to the Creditors
       Committee's rights, powers, and duties in the bankruptcy
       cases;

    b. represent the Creditors Committee at all hearings and
       other proceedings;

    c. advise and assist the Creditors Committee in discussions
       with the Debtors and other parties-in-interest, as well as
       professionals retained by any of the parties, regarding
       the overall administration of the bankruptcy cases;

    d. assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors and in negotiating with those
       creditors;

    e. assist with the Creditors Committee's investigation of the
       assets, liabilities, and financial condition of the
       Debtors and of the operations of their businesses;

    f. assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things,
       formulating the terms of a plan or plans of reorganization
       for the Debtors;

    g. assist and advise the Creditors Committee with respect to
       their communications with the general creditor body
       regarding matters in the bankruptcy cases;

    h. review and analyze on behalf of the Creditors Committee
       all pleadings, orders, statements of operations,
       schedules, and other legal documents;

    i. prepare on behalf of the Creditors Committee of all
       pleadings, orders, reports and other legal documents as
       may be necessary in furtherance of the Creditors
       Committee's interests and objectives; and

    j. perform all other legal services for the Creditors
       Committee that may be necessary and proper to facilitate
       the Committee's discharge of its duties in the bankruptcy
       cases and any related proceedings.

Since the formation of the Creditors Committee, Bingham McCutchen
has acted to protect and advance the interests of all general
unsecured creditors in the Debtors' Chapter 11 cases.  The firm's
services on and following the Petition Date have materially
benefited unsecured creditors of the Debtors' estates, and have
served to protect their rights until Bingham McCutchen's formal
retention.

Bingham McCutchen's services will be paid according to its
customary hourly rates:

                                U.S.-based        UK-based
                               Hourly Rates     Hourly Rates
                               ------------    ---------------
   Partners and Of Counsel     $445 - $850     GBP400 - GBP540
   Counsel and Associates      $175 - $535     GBP210 - GBP390
   Paraprofessionals           $100 - $315     GBP110 - GBP130

The principal attorneys and paralegal designated to represent the
Debtors and their current hourly rates are:

   Professional            Designation         Hourly Rate
   ------------            -----------         -----------
   Barry G. Russell          Partner                GBP535
   Ronald J. Silverman       Partner                  $750
   Tom Bannister             Partner                GBP460
   Abigail Milburn           Counsel                GBP255
   Scott K. Seamon           Associate                $470
   Stacy A. Lopez            Associate              GBP240
   Flora Ahn                 Associate                $265

The firm will also be reimbursed for actual and necessary
expenses incurred in accordance with its retention.

Bingham McCutchen received an advance payment retainer for
GBP75,000 on June 7, 2006, in respect of its representation of
the Ad Hoc Committee.  Bingham McCutchen applied the Retainer to
anticipated fees and expenses it incurred on behalf of the Ad Hoc
Committee for the period from the Petition Date through the date
of appointment of the Creditors Committee, which amount totaled
GBP74,065.  The firm will apply the remaining amount of GBP934 to
fees and expenses of the Creditors Committee.

Ronald L. Silverman, Esq., a partner of Bingham McCutchen,
assures the Court that his firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code.  
Bingham McCutchen does not hold or represent any interest adverse
to the Debtors' estates with respect to the matters for which it
is to be retained.

                      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)


SEAGATE TECH: Reports $3 Million Revenue in Qtr. Ended Dec. 29
--------------------------------------------------------------
Seagate Technology reported revenue of $3 billion for the
quarter ended Dec. 29, 2006.

Included in the $3 billion of revenue is approximately
$200 million from legacy Maxtor designed products.  Net income
and diluted earnings per share includes approximately $76 million
of charges directly associated with the Maxtor acquisition and $19
million for the early retirement of the 8% notes.

For the six months ended Dec. 29, 2006, Seagate reported revenue
of $5.8 billion.  Net income and diluted earnings per share
includes charges of approximately $158 million directly associated
with the Maxtor acquisition, $19 million for the early retirement
of the 8% notes and a $3 million favorable adjustment to the
restructuring reserve.

Adjustments made to GAAP net income and diluted earnings per share
can be found with the financial statements included with this
press release.

"Seagate just delivered the industry's first $3 billion quarter,
and 30% growth over our year-ago quarter," Seagate chief executive
officer Bill Watkins said.  

"These results are driven by the explosive growth in digital
content and the resulting growth in demand for storage, as well as
by our ability to deliver a broadening suite of products to a
growing set of customers.  

"This solid quarter reflects better than expected desktop pricing
during the quarter, the successful transition of Maxtor customers
to more cost-effective, higher margin Seagate products, and
continued operational excellence.

"With the Maxtor integration substantially complete and exciting
new products hitting the market in the current quarter, Seagate is
on a path to further increase profitability in the traditionally
slower back half of the fiscal year.

"During the December quarter, we shipped a record 7 million disc
drives for consumer electronics applications, increased our
shipments into the mobile compute market by 52% year-over-year,
and continued to solidify our substantial lead in the enterprise
and desktop markets.  

"Additional highlights of the quarter include the start of OEM
qualification of Seagate's 1.8-inch products; the successful
launch of the re-branded Seagate and Maxtor external storage
products which included four new Seagate external storage
solutions; and the expansion of Seagate's services business with
the announced acquisition of EVault, Inc.  

"Our employees have much to be proud of as I believe Seagate's
product and operational execution, as well as the company's market
presence and visibility, have never been stronger.  We have laid
the foundation for continued success and growing profitability in
2007."

Headquartered in Scotts Valley, Ca., Seagate Technology
(NYSE: STX) -- http://www.seagate.com/-- designs, manufactures   
and markets hard disc drives.  The company provides products for a
wide-range of Enterprise, Desktop, Mobile Computing, and Consumer
Electronics applications.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2006,
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
of Seagate Technology HDD Holdings.

At the same time, Moody's assigned new ratings to a proposed new
debt issuance of $1.25 billion to finance Seagate's recently
announced $2.5 billion stock buyback program, as well as refinance
Seagate's existing $400 million 2009 notes.  Ratings assigned
include a Ba1 rating on Floating rate notes due 2009, Ba1 rating
on Senior notes due 2011 and 2016.


SOUNDVIEW CI-21: DBRS Rates $10.5 Million Class N3 Notes at BB
--------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the NIM
Notes, Series 2006-WF2 issued by Soundview CI-21.

   -- $35.2 million Class N1 rated at A (low)
   -- $7.2 million Class N2 rated at BBB
   -- $10.5 million Class N3 rated at BB

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Soundview Home Loan Trust 2006-WF2.  
The Class C Certificates will be entitled to all excess interest
in the Underlying Trust, and the Class P Certificates will be
entitled to all prepayment premiums or charges received in respect
of the mortgage loans.  The NIM Notes will also be entitled to the
benefits of a NIM Interest Rate Cap Agreement with the Royal Bank
of Scotland plc.  The Trust will receive funds should LIBOR exceed
5.350% per annum subject to a ceiling of 9.50% per annum.  In
addition, the Notes will benefit from an underlying swap
agreement, an underlying interest rate cap agreement and an
underlying basis risk cap agreement with the Royal Bank of
Scotland plc.

Payments on the NIM Notes will be made on the 25th of each month
commencing in January 2007.  Class N4 are Accrual Notes as their
interest payment amounts are paid as principal to Class N1 through
N3 Notes, and such accrued amount is added to the principal
balance of Class N4 Notes.  On each payment date, Interest
payments will be distributed sequentially to the holders of Class
N1 through N3 Notes, followed by principal payments distributed
sequentially to the holders of Class N1 through N3 Notes until the
Note balance of such class has been reduced to zero.  Interest
followed by principal payments will then be distributed to Class
N4 Notes.  Any remaining amounts will be distributed to the
Issuer, the Indenture Trustee and holders of preference shares.
Class N4 is not rated by DBRS.

All mortgage loans in the Underlying Trust were originated or
acquired by Wells Fargo Bank, N.A.


STARINVEST GROUP: Miscor Group Raises $12.5MM in Private Placement
------------------------------------------------------------------
One of StarInvest Group, Inc.'s portfolio companies, Miscor Group,
Ltd., a provider of electrical contracting and industrial
services, raised $12.5 million through the private placement of
62.5 million shares of its common stock to Tontine Capital
Partners, L.P. and Tontine Capital Overseas Master Fund, L.P.

Miscor will use the proceeds from the sale to pay off $10 million
of senior secured debt and for general working capital purposes.

StarInvest Group, Inc. currently holds $800,000 Convertible
Debenture and 845,834 shares of common stock of Miscor.  

StarInvest Group, Inc. does not expect Miscor to use the proceeds
from the sale to pay off their debt.

                      About StarInvest Group

Based in Midland, Texas, StarInvest Group Inc. fka Exus Global
Inc. -- http://www.starinvestgroup.com/-- provides capital and  
other assistance to small- and medium-sized technology companies.

                        Going Concern Doubt

Larry O'Donnell, CPA, P.C., raised substantial doubt about
StarInvest Group, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
company's negative working capital and accumulated deficit.


STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust, Series 2006-BC6 and ratings ranging from Aa1
to Ba1 to the subordinate certificates in the deal.

The securitization is backed by BNC Mortgage, Inc., Option One
Mortgage Corporation, and EquiFirst Corporation originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Lehman Brothers Holdings Inc.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by lender paid mortgage
insurance provided by Mortgage Insurance Guaranty Corporation and
PMI Mortgage Insurance Co.  

The ratings also benefit from the subordination, excess spread,
and overcollateralization.  Further, the ratings benefit from the
interest-rate swap agreement provided by IXIS Financial Products,
Inc.  After taking into consideration the benefit of the mortgage
insurance, Moody's expects collateral losses to range from 4.10%
to 4.60%.

JPMorgan Chase Bank and Wells Fargo Bank, N.A. will service the
mortgage loans and Aurora Loan Services LLC will act as master
servicer to the mortgage loans.  Moody's has assigned JPMorgan its
servicer quality rating SQ1 as a servicer of subprime mortgage
loans.  Moody's has assigned Aurora its servicer quality rating
SQ1- as a master servicer of mortgage loans.

These are the rating actions:

   * Structured Asset Securities Corporation Mortgage Loan Trust,
     Series 2006-BC6

   * Mortgage Pass-Through Certificates, Series 2006-BC6

                      Class A1, Assigned Aaa
                      Class A2, Assigned Aaa
                      Class A3, Assigned Aaa
                      Class A4, Assigned Aaa
                      Class A5, Assigned Aaa
                      Class M1, Assigned Aa1
                      Class M2, Assigned Aa2
                      Class M3, Assigned Aa3
                      Class M4, Assigned A1
                      Class M5, Assigned A2
                      Class M6, Assigned A3
                      Class M7, Assigned A3
                      Class M8, Assigned Baa1
                      Class M9, Assigned Baa3
                      Class B,  Assigned Ba1

The Class B 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.


SUN MICROSYSTEMS: Earns $126 Million in Quarter Ended December 31
-----------------------------------------------------------------
Sun Microsystems Inc. disclosed financial results for its fiscal
second quarter ended Dec. 31, 2006.

Revenues for the second quarter of fiscal 2007 were
$3.566 billion, an increase of 7% as compared with $3.337 billion
for the second quarter of fiscal 2006.  The year-over-year revenue
increase was due to sales of SPARC(R) chip multithreading (CMT)
servers and x64-based servers as well as the increased acceptance
of the Solaris(TM) 10 Operating System.  Computer Systems products
revenues increased 14% year-over-year, the fourth consecutive
quarter of year-over-year revenue growth.

Net income for the second quarter of fiscal 2007 on a GAAP basis
was $126 million as compared with a net loss of $223 million for
the second quarter of fiscal 2006.

GAAP net income for the second quarter of fiscal 2007 included:
$58 million of stock-based compensation charges, $26 million of
restructuring and related impairment of assets charges and a
related tax benefit of $4 million.

Cash generated from operations for the second quarter of fiscal
2007 was $153 million, and cash and marketable debt securities
balance at the end of the quarter was $4.837 billion.

"Sun's financial performance this quarter demonstrates that our
strategy and discipline are paying off," said Jonathan Schwartz,
CEO of Sun Microsystems.  "The steady increase in adoption of our
key developer platforms, the outstanding performance of our
systems group, coupled with yesterday's endorsement of Solaris by
Intel and today's landmark investment by KKR Private Equity
Investors, L.P., are all validation of our momentum, and key
drivers behind our push towards sustained growth and
profitability."

                      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.


SUNGARD DATA: Fitch Affirms Junk Rating on $1 Billion Senior Notes
------------------------------------------------------------------
Fitch has affirmed these ratings for SunGard Data Systems Inc.:

   -- Issuer Default Rating at 'B';

   -- $1 billion senior secured revolving credit facility due
      2011 at 'BB-/RR2';

   -- $3.9 billion senior secured term loan due 2013 at
      'BB-/RR2';

   -- $250 million 3.75% senior notes due 2009 at 'B/RR4';

   -- $250 million 4.875% senior notes due 2014 at 'B/RR4';
   
   -- $2 billion senior unsecured notes due 2013 at 'B-/RR5';
      and,

   -- $1 billion 10.25% senior subordinated notes due 2015 at
      'CCC+/RR6'.

The Rating Outlook is Stable.

The ratings reflect:

   (a) SunGard's significant debt levels and debt service
       requirements;

   (b) Fitch's expectation that meaningful debt reduction is
       unlikely over the foreseeable future, given limited debt
       amortization requirements over the next few years;

   (c) pressured operating EBITDA margins due in part to
       aggressive pricing related to retaining long-term customer
       contracts; and,

   (d) integration risks resulting from the company's historical
       bias toward augmenting mature organic revenue growth rates
       with acquisitions.

The ratings are supported by SunGard's:

   (a) leading positions in each of its businesses with
       significant scale and product breadth;

   (b) strong recurring revenue profile driven by longer-term
       contracts and significant switching costs;

   (c) consistent free cash flow; and,

   (d) well-diversified customer portfolio.

The Stable Rating Outlook reflects Fitch's expectations that,
despite the aforementioned margin erosion, SunGard's operating
performance and credit protection measures should remain
consistent, driven primarily by higher revenues.

SunGard's longer-term customer contracts and a recurring revenue
stream that represents almost 90% of total revenues are also
expected to continue contributing to its consistent operating
performance.  Total adjusted leverage should remain above 6.5x
with interest coverage at just under 2x.  

While organic growth rates for all three of its segments -
financial systems, availability services, and higher education and
public sector systems - are anticipated to be in the low- to mid-
single digits over the next several years, SunGard will continue
to augment more mature market growth rates via smaller tuck-in
acquisitions, particularly in the more fragmented FS and HEPS
segments, and some share gains.  Fitch believes SunGard will
continue to generate free cash flow approximating $150 million
annually, of which the company is required to use 50% of these
annual amounts not reinvested as of year end for reducing term
loan balances.

The Recovery Ratings reflect Fitch's belief that SunGard would be
reorganized rather than liquidated in a bankruptcy scenario, given
Fitch's estimates that the company's ongoing concern value of $5.7
billion is significantly higher than its projected liquidation
value of approximately $251 million, due mostly to the significant
value associated with SunGard's intangible assets.  In estimating
ongoing concern value, Fitch assumes a 7x multiple and discounts
SunGard's normalized operating EBITDA by 30%, reflecting some
concentration to FS and annual rollover risk of 25% of the
company's long-term contract portfolio.  

After reductions for administrative and cooperative claims, Fitch
arrived at an adjusted reorganization value of approximately
$4.9 billion.  Based upon these assumptions, the senior secured
debt, including $1 billion revolving credit and nearly $4 billion
of term loan facilities recover 88%, resulting in 'RR2' ratings
for both tranches of debt.  The senior notes' 'RR4' recovery
rating reflects the partial security these notes received during
the leveraged buyout process and Fitch's belief that the secured
bank debt is in a superior position due to its right to the
company's intellectual property.  The 'RR5' recovery rating for
the $1.6 billion senior unsecured debt reflects Fitch's estimate
that 11%-30% recovery is reasonable, while the 'RR6' recovery
rating for the $1 billion of subordinated debt reflects Fitch's
belief that negligible recovery would be achievable due to its
deep subordination to other securities in the capital structure.

As of Sept. 30, 2006, Fitch believes SunGard's liquidity position
was sufficient and supported by:

   (a) approximately $268 million of cash;

   (b) $1 billion of senior secured revolving credit facilities
       expiring 2011; and,

   (c) a $450 million accounts receivable securitization program
       expiring 2011.

As of Sept. 30, 2006, total on-balance-sheet debt was
approximately $7.4 billion and consisted primarily of:

   (a) $3.9 billion of senior secured term loans expiring 2013;

   (b) approximately $250 million of 3.75% senior notes due 2009;

   (c) approximately $250 of 4.875% senior notes due 2014;

   (d) $1.6 billion of 9.125% senior unsecured notes due 2013;

   (e) $400 million of floating-rate senior unsecured notes due
       2013; and,

   (f) $1.0 billion of 10.25% of senior subordinated notes due
       2015.

Debt amortization requirements under the term loans are only
$40 million in each of the next two fiscal years.


SWIFT & CO: 2nd Fiscal Quarter Net Sales Increase to $2.47 Billion
------------------------------------------------------------------
Swift & Company has reported net sales of $2.47 billion for its
fiscal second quarter ended Nov. 26, 2006, up 6.9% from net sales
of $2.31 billion in the comparable prior-year period.

The company's net sales increase reflects a 6.3% net sales
increase in Swift Beef, a 15.9% net sales increase in Swift
Australia, and a 0.6% net sales increase in Swift Pork.

Swift Australia net sales benefited from a 1% increase in the U.S.
dollar to Australian dollar exchange rate compared to the prior-
year period.

The company's second-quarter EBITDA (Earnings Before Interest,
Taxes, Depreciation and Amortization) was $32 million, up from
$2 million in the prior-year period.  EBITDA improvements in Swift
Australia and Swift Beef accounted for the year-over-year
increase.

At the end of the second quarter, Swift & Company's borrowing
capacity under its $550 million revolving credit facility stood at
$266 million.  The company ended the second quarter with
$67 million of cash on hand and $818 million of total debt
outstanding.

"Our operational initiatives are delivering the kinds of
improvements we had planned," Swift & Company president and chief
executive officer Sam Rovit said.

"Our Australian management team was able to capitalize on both
improved cattle supplies and continued strong international
customer demand.  Swift Pork's performance continued in line with
historical norms and met our profitability expectations. Finally,
we improved the operational and financial performance of Swift
Beef versus last year despite challenging market conditions in the
fall."

Mr. Rovit added, "Operational excellence and financial fitness
remain top priorities for the entire Swift team.  Multiple
initiatives are currently underway to improve our operational
effectiveness and cost competitiveness.  These initiatives will
further assist in our recovery from recent business disruptions
caused by the widely reported government raids on our production
facilities at the beginning of our third quarter."

                            Swift Beef

Swift Beef's second-quarter net sales increased 6.3% to
$1.43 billion compared with $1.34 billion in the prior-year
period.  Selling price increases of 5.2% were accompanied by
volume increases of 1.1%.

Swift Beef's second-quarter EBITDA improved to a loss of
$18 million from a loss of $30 million in the prior-year period.  
The EBITDA improvement resulted from a net sales increase
reflecting the selling price and volume increases, which more than
offset higher raw material costs.

EBITDA in the current year was also affected by increases in
freight and packaging costs that were more than offset by
reductions in workers compensation and employee medical costs
based on receipt of updated actuarial reports, as well as
reductions in management incentive accruals and lower utility
costs.

Selling, general, and administrative costs were lower year-over-
year, principally reflecting reduced professional fees and the
previously mentioned reduction in management incentive accruals.

                            Swift Pork

Swift Pork's second-quarter net sales increased 0.6% to
$544 million compared with $541 million in the prior-year period.  
Average selling prices increased 1.4% while sales volumes declined
by 0.8%.

Swift Pork's second-quarter EBITDA remained relatively flat at
$26 million compared to the prior-year period.  EBITDA results
reflect decreased sales volume coupled with increases in
transportation and packaging costs that more than offset
reductions in workers compensation and employee medical costs
based on receipt of updated actuarial reports, as well as
reductions in management incentive accruals and lower utility
costs.

Selling, general, and administrative costs were lower year-over-
year, principally reflecting the previously mentioned reduced
management incentive accruals that more than offset higher certain
one-time professional and consulting fees.

                          Swift Australia

Swift Australia's second-quarter net sales increased 15.9% to
$511 million compared with $441 million in the prior-year period.  
Average selling prices remained nominally flat and sales volumes
increased 15.5%.

Sales prices benefited from a 1.0% increase in the U.S. dollar to
Australian dollar exchange rate compared to the prior-year period.
Sales volumes increased in both the grass-fed and grain-fed
businesses due to increased cattle availability and customer
demand, respectively.

Swift Australia's second-quarter EBITDA increased to $25 million
from $6 million in the comparable prior-year period.  The EBITDA
increase primarily resulted from improved gross margins,
principally in the grass-fed business, reflecting greater cattle
availability at favorable prices coupled with higher sales volumes
and nominally flat sales prices.

                         ICE Investigation

Agents from the U.S. Department of Homeland Security's Immigration
and Customs Enforcement division and other law enforcement
agencies conducted on Dec. 12, 2006, on-site employee interviews
at all of Swift & Company's domestic production facilities except
Louisville, Ky., and Santa Fe Springs, Calif., in connection with
an investigation of the immigration status of an unspecified
number of Swift's workers.

Approximately 1,300 individuals were detained by ICE and removed
from Swift's domestic labor force.  No civil or criminal charges
have been filed by the government against Swift & Company or any
of its current or former management employees.

After a six to seven hour suspension of operations due to the
employee interview process, Swift resumed production at all
facilities but at reduced output levels.  Output levels are
expected to be below historical levels over the near term.

While the company is still evaluating the financial impact, the
preliminary estimate of the one-time impact on Swift's full year
ended May 27, 2007, is expected to be approximately $20 million
resulting primarily from lost operating efficiency as new
employees are re-trained, plus up to an additional expected total
of $10 million for employee retention and hiring incentives
required to re-staff the facilities with production employees.

The company does not believe there will be a continuing effect on
its business, financial condition, results of operations, and cash
flows beyond the current fiscal year.

                       About Swift & Company

With more than $9 billion in annual sales, Swift & Company --
http://www.swiftbrands.com/-- is the world's second-largest
processor of fresh beef and pork.  Founded in 1855 and
headquartered in Greeley, Colo., Swift processes, prepares,
packages, markets, and delivers fresh, further-processed and
value-added beef and pork products to customers in the United
States and international markets.


SWIFT & CO: Moody's Pares Corp. Family Rating to B3 from B2
-----------------------------------------------------------
Moody's Investors Service lowered the ratings of Swift & Company,
including its corporate family rating which was downgraded from B2
to B3, and assigned a stable outlook.  The downgrade reflected
Moody's concern that the challenges in the US beef industry are
likely to preclude material improvement in the company's weak debt
protection measures, in the near term, to levels consistent with
its prior rating, which Moody's had previously expected to be
achieved by this time.  

This rating action concludes the review for possible downgrade
begun on Dec. 19, 2006.

Ratings lowered:

   -- Corporate family rating to B3 from B2;

   -- Probability of default rating to B3 from B2; and,

   -- Senior unsecured notes to Caa1, LGD4, 59% from B3
      LGD4, 61%.

Rating confirmed:

   -- Senior subordinated notes at Caa1, LGD5, 76%.

Swift's B3 corporate family reflects the company's highly volatile
earnings and cash flow, very high enterprise leverage, low margins
and weak credit metrics, and the continuing challenging conditions
in the volatile US beef industry overall.

Swift's ratings are supported by its scale as the third largest
beef and pork processor in the US, by its strong Australian
operations, and by the company's comfortable liquidity.  Moody's
analyzes Swift's operations in the context of the Rating
Methodology for Global Natural Product Processors -- Protein and
Agriculture.  Using the 22 rating factors cited in this
methodology, Swift's rating would score a B2 -- one notch higher
than the company's actual B3 rating.  The company's actual rating
reflects the significant weight that Moody's placed on Swift's
very high leverage and continuing weak operating performance.

The stable rating outlook is based on Moody's expectation that
earnings will modestly rebound as beef volumes continue to recover
in the US and Australia, and that the company's liquidity position
remains strong during this difficult period.  The rating outlook
anticipates no further labor disruption at Swift.  

Given the recent downgrade, an upgrade is unlikely in the near
term.  Over the longer term, an upgrade would require that Swift
sustain three-year average Debt to EBITDA below 5x, and LTM Debt
to EBITDA below 6x in a downturn; and maintain three-year average
EBIT to Interest above 1.5x, and LTM EBIT to Interest above 1x in
a downturn.

Ratings could be lowered should liquidity be seriously eroded,
should the company's financial flexibility become limited or
should LTM Debt to EBITDA likely to be sustained above 9x.

Headquartered in Greeley, Colorado, Swift & Company is one of the
world's leading beef and pork processing companies.  Its largest
business segments are domestic beef processing, domestic pork
processing and beef operations in Swift Australia.  Swift's parent
S&C Holdco 3 is owned by a limited partnership formed by equity
sponsors HM Capital Partners LLC and Booth Creek Management
Corporation.  Consolidated sales for the twelve months ended
Nov.26, 2006 exceeded $9.6 billion.


TRANSDIGM INC: Moody's Concludes Review and Affirms Ratings
-----------------------------------------------------------
Moody's Investors Service has confirmed all ratings of TransDigm,
Inc., including the Corporate Family Rating of B1, the Ba3 rating
on the amended bank credit facilities, and the B3 rating on the
company's senior subordinated notes.

The ratings outlook is negative.

Moody's has taken these ratings actions in consideration of the
company's disclosure of financing plans related to its acquisition
of Aviation Technologies Inc.

This concludes the review commenced on Jan. 10, 2007.

The ratings reflect the company's substantial debt levels and high
leverage, increased with the debt-financed acquisition of ATI, as
well as uncertainty about the size and funding of potential future
acquisitions and the potential use of additional debt for equity
distributions.  The ratings also consider TransDigm's history of
stable profit margins and revenue growth in an improving
commercial aerospace environment, as well as the company's stable
free cash flow.

On Jan. 9, 2007, TransDigm reported that it had entered into a
definitive agreement to purchase ATI for approximately
$430 million in cash.  To finance the acquisition of ATI, the
company expects to amend its term loan facility, increasing its
borrowings by $180 million to $830 million.  TransDigm also plans
to issue $250 million of senior subordinated notes, as a tack-on
to the $275 million notes offering of June 2006.

The company also expects to increase its revolving credit facility
by $50 million, to $200 million, through the amendment to its back
credit facility.  This would result in an increase in debt of
about 46% over September 2006 levels, with a corresponding
increase in leverage from about 4.8x Debt/EBITDA to an estimated
pro forma 5.5x.  Such leverage is more typical in lower-rated
entities.

However, Moody's believes that near-term prospects for good
interest coverage and free cash flow generation made possible by
strong operating margins will mitigate much of the weakened credit
profile implied by the increased leverage.

The negative outlook takes into account Moody's concerns regarding
risk associated with the ATI acquisition, the company's largest
acquisition over recent years.  Debt holders also face the risk
that the company may increase its risk profile if the size of the
ATI purchase is indicative of an acceleration of TransDigm's
acquisition pace and its propensity to use substantial amounts of
debt to finance potential purchases.  

The negative outlook also reflects Moody's expectations that
leverage will remain high relative to the B1 rating category
through FY 2007, despite a continued strong commercial aviation
aftermarket environment.  Although TransDigm is expected to be
free cash flow positive over the near term, Moody's does not
anticipate that the company will substantially repay debt over the
next 12 months.

These ratings have been confirmed:

   -- Senior secured revolving credit facility at Ba3, LGD3, 31%
   -- Senior secured term loan at Ba3, LGD3, 31%
   -- Senior subordinated notes at B3, LGD5, 85%
   -- Corporate Family Rating of B1
   -- Probability of Default Rating of B1

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to
commercial airlines, aircraft maintenance facilities, original
equipment manufacturers and various agencies of the U.S.
Government.  The company had Fiscal Year 2006 revenues of
$435 million.


US AIRWAYS: CEO Calls on Senate to Allow Airline Industry Changes
-----------------------------------------------------------------
The Chairman and Chief Executive Officer of US Airways Group Inc.,
Doug Parker, testified at the Senate Commerce, Science and
Transportation Committee hearing on "The State of the Airline
Industry: the Potential Impact of Airline Mergers and Industry
Consolidation," calling upon the Senate to allow market forces to
continue to bring about positive change for the airline industry.

When Mr. Parker last addressed the Committee, shortly after the
tragic events of Sept. 11, 2001, the airline industry was in a
precipitous financial situation.  At that time, Members of the
Committee and others in Congress stood with the industry by
demonstrating leadership and conviction in enacting legislation to
provide much needed liquidity to our industry.  The measures
passed by Congress -- direct cash transfers, the creation of a
loan stabilization board, and relief on war risk insurance
premiums, among other actions -- enabled the industry to cover its
basic operating expenses, including paying employees and serving
communities at a time when commercial loans and financing were
unavailable at any cost.

In his testimony, Mr. Parker said, "All of us in the industry were
grateful for the help of the nation.  And we all knew that the
industry, like America, had been changed forever.  But none of us
could have foreseen the severity and duration of the crisis that
faced airlines.  Since 2001 there have been 24 Chapter 11 filings
and 5 liquidations, $35 billion in cumulative losses; and 154,000
airline industry employees who have lost their jobs.  The severe
impact of multiple shocks to the aviation industry caused the
industry to repeatedly come back to Congress for help on a regular
basis.  While Congress did help, we also heard the message -- and
appropriately so -- that federal support should be the exception,
and not the rule -- and that it was time, as an industry, that we
got our own house in order.  At America West -- now US Airways --
we took that message to heart."

According to Mr. Parker's testimony, aggressive cost management
and consumer friendly policies and pricing allowed America West to
return to profitability.  The merger of America West and US
Airways in 2005 further accelerated both profitability and
benefits to employees and consumers.  US Airways posted a profit
excluding special items for the first three quarters of 2006, and
is one of the only network carriers to project a profit for the
fourth quarter.

"The frontline employees of US Airways and America West who
sacrificed so much to turn around and then merge our companies
will receive 2006 profit sharing payments in March," Mr. Parker
said.  "In fact, year-to-date through September 2006, our total
accrual for profit sharing was $48 million.  We fully anticipate
that amount to increase after we report our fourth quarter results
next week."

Consumers have benefited from popular fare reductions in diverse
markets such as Augusta, Georgia; Huntsville, Alabama; Huntington,
West Virginia; Syracuse, New York, Willimington, North Carolina;
Harrisburg, Pennsylvannia; and most recently, Charlottesville,
Virginia.  In total, US Airways has lowered fares by as much as 83
percent in over 1,100 markets.

US Airways' proposed merger with Delta Air Lines Inc. provides an
opportunity to replicate and exceed the success of the America
West/US Airways merger, and create one of the most financially
stable airlines in the industry; an airline that can compete
successfully against all carriers: low-cost, traditional, and
international mega-carriers.  All domestic airports that have US
Airways or Delta service will be served by the new Delta after the
merger.

In his remarks, Mr. Parker testified, "With the ability to lower
costs, gain efficiencies and adjust flying to better align demand
and capacity, we believe we can lower fares in dozens of new
markets and communities, just as we are doing at US Airways today.  
Moreover, passengers will benefit from the ability to get to more
destinations via more routings; it is far more likely that thanks
to the new Delta more passengers will be able to get to their
destination at a time convenient for them and at a price that is
reasonable, than would be possible under either stand-alone Delta
or US Airways."

Mr. Parker pledged to the Committee members, "We will not furlough
any frontline employees of Delta or US Airways as part of this
merger.  We will align the work group cost structures between
current US Airways and Delta employees, and going forward we will
move to the higher cost scale.  In fact, the day after the merger
closes Delta employees won't notice any changes-not even a change
to the name of the airline.  Over time, we will seek to take the
best practices from either Delta or US Airways and standardize
them across the new combined airline.  Our ultimate goal is to
build a stronger and more secure future for all of our
stakeholders."

"The airline industry remains extremely fragmented with
substantial levels of excess capacity.  Even after the merger, and
the announced capacity reductions, our industry will remain
highly-competitive, and consumers will continue to enjoy high-
service levels and low fares.  We have put forth a fair and
equitable proposal, which we have enhanced to make even more
compelling, to merge with Delta while the carrier is still in
bankruptcy, and to make the combination of Delta and US Airways
into a stronger, more competitive carrier than either carrier can
become on its own," testified Mr. Parker.

Mr. Parker's remarks concluded, "Our industry stands at a
crossroads.  We can continue down the current path of boom and
bust uncertainty, or we can chart a new course.  The question that
legislators and policymakers face is simple; shall we embrace
change to better serve our customers, employees and communities,
or are we content with a future of continued financial uncertainty
and government bailouts? We believe -- and our experience has
proven -- that we have to break with the failed policies of the
past in order to provide a more sustainable future for all
stakeholders."

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 135; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as: Issuer Default Rating (IDR) at 'CCC'; Secured Term Loan Rating
at 'B/RR1'; and Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.


WOODWIND & BRASSWIND: Court OKs Sale of All Assets to Musician's
----------------------------------------------------------------
The Hon. Harry C. Dees, Jr., of the U.S. Bankruptcy Court for
the Northern District of Indiana gave Dennis Bamber Inc. dba The
Woodwind & The Brasswind authority to sell substantially all of
its assets, free and clear of liens, claims and interests, to
Musician's Friends Inc., an affiliate of Guitar Center Inc.

Musician's Friends agreed to buy the Debtor's assets for
$37,000,000 pursuant to an asset purchase agreement dated Nov. 22,
2006.  The Debtor tells the Court that Musician's Friends' offer
is the highest and best offer to purchase the transferred assets;
and provides the best opportunity to initiate a sale process that
will maximize the creditors recoveries.

The Debtor further tells the Court that it does not have the
financial access to capital necessary to produce materials and
inventories.  The Debtor's financial condition has caused it to be
in jeopardy of losing its clients.  Thus, the sale of the
transferred assets is the most viable option for maximizing the
value of its assets.

A full-text copy of Musician's Friend Inc.'s Assets Purchase
Agreement is available for free at:

             http://ResearchArchives.com/t/s?18e7

Headquartered in South Bend, Indiana, The Woodwind & the Brasswind
-- http://www.wwbw.com/-- sells musical instruments and  
accessories.  The Company filed for chapter 11 protection on
Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors appointed in the Debtors' cases has selected
James M. Carr, Esq., at Baker & Daniels LLP as its counsel.  
When the Debtor filed for protection from its creditors, they
estimated assets and debts between $1 million and $100 million.


WORLD HEALTH: Chapter 7 Trustee Taps Miller Coffey as Accountants
-----------------------------------------------------------------
George L. Miller, the appointed Chapter 7 Trustee for World
Health Alternatives Inc. and its debtor-affiliates' bankruptcy
cases, asks the U.S. Bankruptcy Court for the District of Delaware
for permission to employ Miller Coffey Tate LLP, as his
accountants, nunc pro tunc to Dec. 26, 2006.

Miller Coffey will:

     a) provide general accounting and tax advisory services
        to the Trustee regarding the administration of the
        bankruptcy estates;

     b) review and assist in the preparation and filing of any
        tax returns, any assistance regarding existing and
        future IRS examinations and any and all other tax
        assistance as may requested from time to time;

     c) interpret and analyze financial materials, including
        accounting, tax, statistical, financial and economic
        data, regarding the Debtors and other relevant parties;

     d) analyze the Debtors' books and records regarding
        potential avoidance actions;

     e) analyze and advise regarding additional accounting,
        financial, valuation and related issues that may arise
        in the course of these proceedings;

     f) assist the Trustee's attorneys in the preparation and
        evaluation of any potential litigation, as requested;

     g) provide testimony on various matters, as requested; and
     
     h) perform all other services for the Trustee which are
        appropriate and proper in these Chapter 7 cases, as
        requested.

The Trustee's application did not disclose the firm's compensation
fee.

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

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier  
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.
Lawyers at Young, Conaway, Stargatt & Taylor, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


W.R. GRACE: Reports $5 Million Net Income in 2006 Fourth Quarter
----------------------------------------------------------------
W. R. Grace & Co. disclosed financial results for the fourth
quarter and full year ended Dec. 31, 2006.  Highlights are:

   -- Sales for the fourth quarter were $697.4 million compared
      with $636.4 million in the prior year quarter, a 9.6%
      increase (7% before the effects of currency translation).
      The increase was attributable primarily to added sales
      volume in most geographic regions and higher selling prices
      in response to cost inflation.  Sales increased 8.6% for the
      Grace Davison operating segment and 10.7% for the Grace
      Performance Chemicals operating segment.

   -- Net income for the fourth quarter was $5 million compared
      with a net loss of $600,000 in the prior year quarter.  The
      2006 and 2005 fourth quarters were unfavorably affected by
      costs of Chapter 11, litigation and other matters not
      related to core operations.  Excluding such costs and after
      tax effects, net income would have been $22.4 million for
      the fourth quarter of 2006 compared with $20.3 million
      calculated on the same basis for the fourth quarter of 2005,
      a 10.3% increase.

   -- Pre-tax income from core operations was $50.6 million in the
      fourth quarter compared with $46.1 million in the prior year
      quarter, a 9.8% increase.  Pre-tax operating income of the
      Grace Davison operating segment was $44 million, up 11.4%
      compared with the fourth quarter of 2005, attributable
      principally to sales increases across all product groups and
      to lower manufacturing costs.  Pre-tax operating income of
      the Grace Performance Chemicals operating segment was $36.5
      million, up 12% compared with the fourth quarter of 2005,
      attributable primarily to higher sales of construction and
      packaging products in all geographic regions.  Corporate
      operating costs were $3.9 million higher than the fourth
      quarter of 2005 due primarily to an increase in performance-
      based compensation reflecting the better year-over-year
      results from core operations and from higher insurance
      costs.

   -- Sales for the year ended Dec. 31, 2006, were $2.9 billion
      compared with $2.6 billion for the prior year, a 10%
      increase (9.9% before the effects of currency translation).
      Net income for 2006 was $18.3 million compared with net
      income in 2005 of $67.3 million.  The lower net income in
      2006 was principally caused by a $32.7 million increase in
      defense costs for the criminal proceeding related to Grace's
      former vermiculite mining operations in Montana, and a
      $19 million increase in Chapter 11-related expenses.
      Excluding noncore and Chapter 11-related costs and income
      (and after tax effects), net income would have been
      $113.7 million for the year ended Dec. 31, 2006, compared
      with $96.4 million calculated on the same basis for 2005, an
      18% increase.  Pre-tax income from core operations was
      $240.2 million for the year, a 19.2% increase over 2005,
      primarily attributable to higher sales volume in all
      geographic regions, higher selling prices to offset cost
      inflation, and lower overall pension costs.

"I am very pleased with our fourth quarter results," said Grace's
President and Chief Executive Officer Fred Festa.  "We finished
2006 with consistently good performance from our core operations.  
Our business teams continued to grow our sales base despite a
downturn in U.S. residential construction and also achieved our
high cash return targets. We are well positioned to continue our
growth into 2007."

                          Core Operations

Grace Davison

Fourth quarter sales for the Grace Davison operating segment,
which includes silica- and alumina-based catalysts and materials
used in a wide range of industrial applications, were $367.4
million, up 8.6% from the prior year quarter.  The primary factors
contributing to the sales increase were:

   (1) selling price increases implemented to partially offset
       natural gas and raw material cost inflation;

   (2) higher volume of silica-based engineered materials in all
       geographic regions from stronger economic activity and from
       success in strategic growth initiatives; and

   (3) higher volume of specialty catalysts from a recent
       acquisition.

Pre-tax operating income of the Grace Davison operating segment
for the fourth quarter was $44 million compared with
$39.5 million in the prior year quarter, an 11.4% increase.  
Operating margin was 12%, compared with 11.7% in the prior year
quarter.  The improvement in operating income and margin is
attributable to higher sales volume and selling prices, and lower
operating expenses as a percentage of sales, reflecting successful
growth and productivity initiatives.

Sales of the Grace Davison operating segment for the year ended
Dec. 31, 2006, were $1.5 billion, up 9.5% from 2005.  Full year
pre-tax operating income was $171.9 million compared with
$157.1 million for the prior year, a 9.4% increase, with operating
margins of 11.5%, equal with last year.  Full year operating
results reflect higher volume and selling prices in most
geographic regions and product groups. Other positive factors
include the containment of fixed operating costs as a percentage
of sales and the recovery from the hurricanes in the Gulf of
Mexico in the latter half of 2005.

Grace Performance Chemicals

Fourth quarter sales for the Grace Performance Chemicals operating
segment, which includes specialty chemicals and building materials
used in commercial and residential construction and sealants and
coatings used in rigid food and beverage packaging, were
$330 million, up 10.7% from the prior year quarter.  The primary
factors contributing to the sales increase were:

   (1) higher volumes and selling prices of commercial
       construction products in each major geographic region,

   (2) added distribution channels for residential building
       materials in the United States, which partially offset the
       impact of a decline in new residential construction; and

   (3) higher volume and selling prices for Darex packaging
       technologies worldwide.

Pre-tax operating income for the Grace Performance Chemicals
operating segment was $36.5 million compared with $32.6 million
for the fourth quarter of 2005, a 12% increase. Operating margin
of 11.1% compared with 10.9% in the fourth quarter of 2005.  The
higher operating income and margin was primarily a result of sales
volume growth in all geographic regions and selling price
increases in response to raw material cost inflation, partially
offset by softness in U.S. residential construction.

Sales of the Grace Performance Chemicals operating segment for the
year ended Dec. 31, 2006 were $1.3 billion, up 10.6% from 2005.  
Full year pre-tax operating income was $175.7 million compared
with $151.1 million for the prior year, a 16.3% increase, with
operating margin increasing 0.7 percentage points to 13.3%.  The
increase in operating income reflects higher sales volume
globally, selling price increases, and positive results from
productivity and cost containment initiatives, partially offset by
raw material cost inflation.

Corporate Operating Costs

Corporate costs related to core operations were $29.9 million in
the fourth quarter of 2006 compared with $26 million in the prior
year quarter, and $107.4 million for the full year 2006 compared
with $106.7 million for 2005.  The increase for the full year is
attributable to higher performance-based compensation and
healthcare expenses, partially offset by lower pension costs from
the effect of contributions made to defined benefit pension plans
in recent years.

Pre-Tax Income (Loss) From Noncore Activities

Noncore activities comprise events and transactions not directly
related to the generation of operating revenue or the support of
core operations.  The pre-tax loss from noncore activities was
$(8.8) million in the fourth quarter of 2006 compared with
$(27.6) million in the prior year quarter, and $(97.7) million for
the full year compared with $(30.3) million in 2005.  The full
year loss is principally due to revised estimates of environmental
remediation costs ($30 million) and higher legal defense costs
($32.7 million), both related to issues arising from Grace's
former vermiculite mining operations in Montana.

Interest And Income Taxes

Interest expense was $18.7 million for the quarter ended Dec. 31,
2006, and $73.2 million for the year, compared with $14 million
and $55.3 million, respectively, for the comparable periods in
2005.  The increases are principally attributable to a change in
the annual interest rate on pre-petition bank debt and the effects
of compounding interest over the course of Chapter 11.  The
weighted average interest rate on pre-petition obligations for the
full year 2006 was 6.7%.

Income taxes are recorded at a global effective rate of 35%,
applied to pre-tax income adjusted for non-deductible items,
principally Chapter 11 expenses.  Income taxes related to foreign
jurisdictions are generally paid in cash, while income taxes in
the United States are generally offset by available net operating
loss carryforwards.  During the fourth quarter of 2006, Grace
reassessed the recoverability of recorded tax assets and concluded
that a valuation allowance was no longer required.  Also in the
fourth quarter, Grace reassessed its financing plan for satisfying
Chapter 11-related obligations and concluded that it will likely
access additional cash and debt capacity from certain foreign
subsidiaries, requiring an accrual for taxes in anticipation of
additional repatriated funds.  The net effect of these two
reassessments was to reduce Grace's income tax expense by $6
million in the fourth quarter of 2006.

Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware in
order to resolve Grace's asbestos-related liabilities.  In January
2005, Grace filed an amended plan of reorganization and related
documents with the Bankruptcy Court.  As part of determining the
confirmability of the Plan, the Bankruptcy Court has approved a
process and timeline, which extends into mid-2007, for estimating
the cost to resolve asbestos-related property damage and personal
injury claims.

Expenses (net of interest income) related to Grace's Chapter 11
proceedings were $17.7 million in the fourth quarter and
$49.9 million for the year, compared with $11 million and
$30.9 million for the fourth quarter and full year in 2005,
respectively, reflecting a higher level of activity in the
bankruptcy proceeding related to claims adjudication and
estimation.

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental claims and other
obligations) are subject to compromise under the Chapter 11
process.  The Chapter 11 proceedings, including related litigation
and the claims valuation process, could result in allowable claims
that differ materially from recorded amounts.  Grace will adjust
its estimates of allowable claims as facts come to light during
the Chapter 11 process that justify a change, and as Chapter 11
proceedings establish court-accepted measures of Grace's noncore
liabilities.

Cash Flow and Liquidity

Grace's net cash flow from operating activities for the full year
of 2006 was $152.7 million, compared with $67.3 million for 2005.  
The change in cash flow from operating activities is principally
attributable to improved core operating results and positive
working capital changes in 2006.  Other major factors affecting
the change include the non-recurring payment of $119.7 million to
settle tax and environmental contingencies in 2005 and an increase
in 2006 of $73.8 million to fund defined benefit pension
arrangements.  Full year pre-tax income from core operations
before depreciation and amortization was $353.7 million, 9.7%
higher than in the prior year, a result of the higher pre-tax
income from core operations described above.  Cash used for
investing activities was $129.4 million for the full year of 2006,
which included the expansion of production facilities for
waterproofing membranes and hydroprocessing catalysts, the
acquisition of catalyst assets and technology, and capital for
facilities maintenance.

At Dec. 31, 2006, Grace had available liquidity in the form of
cash and cash equivalents ($536.3 million), net cash value of life
insurance ($89.2 million) and available credit under its debtor-
in-possession facility ($175 million).  Grace believes that these
sources and amounts of liquidity are sufficient to support its
business operations, strategic initiatives and Chapter 11
proceedings for the foreseeable future.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.


* Chadbourne & Parke Taps R. Simmonds-Watson as Program Manager
---------------------------------------------------------------
Rachel V. Simmonds-Watson has joined the international law firm of
Chadbourne & Parke LLP as its first Manager of Diversity
Initiatives.

Chadbourne's diversity program involves both recruiting a diverse
workforce and supporting a diverse workplace environment.  The
Firm has, for example, signed the Association of the Bar of the
City of New York's 2003 Statement of Diversity Principles and
taken part in the association's Committee on the Recruitment and
Retention of Lawyers' Fellowship program, which places minority
law school students in clerkships at participating firms.  
Workplace initiatives include networking meetings, sensitivity
training and same-sex domestic partner benefits.

"Rachel is the ideal professional to fill this important role at
Chadbourne," said Managing Partner Charles K. O'Neill.  "Her
decade of experience in recruiting and diversity will help the
Firm maintain momentum in achieving a diverse workplace."

"Chadbourne has actively supported a range of diversity programs
for traditionally underrepresented groups," added partner Anthony
Roncalli, chair of Chadbourne's Diversity Committee.  "Rachel will
bring a sharper focus to our efforts and enhance their impact."

Ms. Simmonds-Watson joined Chadbourne from New York University's
School of Law, where she started in 1996.  She most recently
served as Assistant Director, Recruiting and Marketing, in the
Office of Career Services.  Among her responsibilities, Ms.
Simmonds-Watson managed on- and off-campus recruitment programs
for over 1,000 legal employers and 1,400 law students.  She also
worked with employers to establish measurements of progress for
law firms' recruiting practices and diversity initiatives.

Prior to joining New York University, Ms. Simmonds-Watson was
Legal Recruitment Coordinator for Ropes & Gray in Boston and
Recruitment Assistant for Fried, Frank, Harris, Shriver & Jacobson
in New York.  She holds a B.A. degree in international studies
from New York University's School of Continuing and Professional
Studies, where she was a Founder's Day Scholar.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an  
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America. The Firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re AMM, LLC
   Bankr. Western District of Tennessee Case No. 07-20520
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/tnwb07-20520.pdf

In re BK Marketing Group, LLC
   Bankr. Eastern District of New York Case No. 07-70130
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/nyeb07-70130.pdf

In re Cribbs Timber, Inc.
   Bankr. Southern District of Georgia Case No. 07-50034
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/gasb07-50034.pdf

In re Dondra Maza
   Bankr. District of Arizona Case No. 07-00170
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/azb07-00170.pdf

In re Gardens of All Seasons, LLC
   Bankr. District of Colorado Case No. 07-10334
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/cob07-10334.pdf

In re Richard E. Osterwalder
   Bankr. Northern District of Ohio Case No. 07-30139
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/ohnb07-30139.pdf

In re Todd Richard Lhamon
   Bankr. Northern District of Ohio Case No. 07-30134
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/ohnb07-30134.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao,
Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***