TCR_Public/070130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 30, 2007, Vol. 11, No. 25

                             Headlines

ABITIBI-CONSOLIDATED: Inks All-Stock Merger Deal with Bowater
ABITIBI-CONSOLIDATED: Moody's Holds Corporate Family Rating at B1
AEGIS ASSET: Fitch Lowers 2004-1 Cl. B3 Certificate Rating to BB-
AEROBOX Composite: Files for Chapter 11 Protection in New Mexico
AEROBOX COMPOSITE: Case Summary & 27 Largest Unsecured Creditors

AIR AMERICA: Inks Agreement with Stephen Green on Likely Sale
AJAY SPORTS: Files Schedules of Assets and Liabilities
AJAY SPORTS: U.S. Trustee Picks Four-Member Creditors Committee
ASARCO LLC: Asarco Master Can Sell San Francisco Property
ASARCO LLC: Court OKs Avalos Realty as Trustee's Real Estate Agent

ASARCO LLC: Union to Vote on Agreement on February 5 to 9
ASSOCIATED MATERIALS: Chris Stadler Resigns as Company's Director
ASSOCIATED MATERIALS: Holders Pick Kevin Nickelberry as Director
ATIBI-CONSOLIDATED: To Form Joint Venture for Ontario Power Plants
BASIC ENERGY: S&P Rates Proposed $225 Mil. Credit Facility at BB

BOWATER INC: Inks All-Stock Merger Deal With Abitibi-Consolidated
BOWATER INC: Abitibi Merger Cues Moody's to Hold Low-B Ratings
CAITHNESS COSO: Moody's Lifts 6.263% Secured Notes' Rating to Ba1
CE GENERATION: Moody's Affirms Ba1 Senior Secured Rating
CHESAPEAKE ENERGY: Appoints Merrill Miller to Board of Directors

CHESAPEAKE ENERGY: Jury Hands $404 Mil. Verdict in Royalties Suit
CHIEF CONSOLIDATED: Posts $612,030 Net Loss in Qtr. Ended Sept. 30
CLEAR LAKE: Moody's Rates $15.5MM Class D Subordinate Notes at Ba2
CNH GLOBAL: Core Business Status Prompts S&P to Revise Outlook
COMMS CORP: Court Fixes March 1 as General Claims Bar Date

CONSTELLATION BRANDS: Third Quarter 2006 Net Sales Up 18%
DAIMLERCHRYSLER: Sells Aviation Unit to ATON Group Subsidiary
DELPHI CORP: PwC's Scope Expanded to Help Plan Due Diligence Work
DELPHI CORP: Mayer Brown's Scope Expanded Adding F&A Services
DELPHI CORP: Cerberus May Back Out of $3.4 Billion Investment

DELPHI CORP: Inks Sale Agreement with Harco for Brake Hose Biz
DELTA AIR: Creditor Group Wants Improved US Airways Bid Evaluated
DRYDEN XVI: Moody's Assigns Ba2 Rating on $17.5 Mil. Class D Notes
DURA AUTOMOTIVE: Judge Carey Okays Kramer Levin as Panel's Counsel
DURA AUTOMOTIVE: Chanin Capital OK'd as Panel's Financial Advisor

EARTHSHELL CORP: Organizational Meeting Scheduled on January 31
EARTHSHELL CORPORATION: Auction for Assets Scheduled on March 7
EDDIE BAUER: 4th Qtr. Ended Dec. 30, 2006 Net Sales Up by $4 Mil.
ENCORE ACQUISITION: Anadarko Deal Cues S&P to Hold BB Debt Rating
FIAT SPA: S&P Holds Low-B Long & Short Term Corp. Credit Ratings

FORD MOTOR: U.S. Market Rank May Fall by Two Notches, Mulally Says
FORD MOTOR: Loss Wasn't A Surprise, Says UAW President
FR BRAND: S&P Junks Rating on Proposed $350 Million 2nd Lien Loan
GC IMPSAT: Moody's Rates Proposed $200 Million Senior Notes at B3
GLOBAL GEOPHYSICAL: S&P Holds Junk Rating on Second-Lien Facility

GRANT GROVE: Moody's Puts Ba2 Rating on $9 Million Class E Notes
GREEN VALLEY: Moody's Affirms B2 Corporate Family Rating
HEALTH MANAGEMENT: Returns $2.4 Bil. to Shareholders as Dividend
HOLLINGER INC: Receiver Appeals Ravelston Charges by U.S. Attorney
HSI ASSET: Fitch Rates $1.3 Million Class B-5 Certificates at B

IPCS INC: Says COO Alan G. Morse Left Post by Mutual Agreement
J/Z CBO: Fitch Keeps Junk Rating on $36.6 Million Class D Notes
JACUZZI BRANDS: Stockholders Okay $1.25 Billion Apollo Merger Deal
JACUZZI BRANDS: Settles Four Stockholder Class Action Lawsuits
JACUZZI CORP: High Leverage Cues Moody's B2 Corp. Family Rating

JP MORGAN: Fitch Assigns BB Rating on Class M-11 Certificates
MCJUNKIN CORP: S&P Holds BB Rating on $300 Mil. Credit Facility
MCKESSON CORP: Signs New $1.8BB Interim Credit Facility with BofA
MCKESSON CORP: Completes Acquisition of Per-se Technologies Inc.
MEDIFACTS INT'L: Files for Chapter 11 Protection in Delaware

MEDIFACTS INT'L: Case Summary & 20 Largest Unsecured Creditors
METSO CORP: Paper Unit Inks EUR100-Million Supply Deal in Japan
NASDAQ STOCK: Decides Not to Raise "$24.42 a Share" Offer to LSE
NATIONAL CINEMEDIA: Moody's Rates Proposed $805 Mil. Debt at B1
NEENAH FOUNDRY: Closes Private Placements of $300 Mil. Sr. Notes

NEWCOMM WIRELESS: Creditors Must File Proofs of Claim by Feb. 7
NOVELIS INC: In Sale Talks, India-based Group May Make an Offer
NOVELL INC: Wal-Mart Supports Alliance with Microsoft
NOVELL INC: Receives NASDAQ Notice of Non-Compliance
PACIFIC LUMBER: Selects Howard Rice as Bankruptcy Counsel

PACIFIC LUMBER: Taps Jordan Hyden as Bankruptcy Counsel
PACIFIC LUMBER: Wants Access to Cash Collateral Until February 9
PERFORMANCE TRANSPORTATION: Emerges from Bankruptcy
PHH: Fitch Rates $1.3 Million Class II-B-5 Certificates at B
PREMIER ENT: Unsecured Creditors to Receive 100% of Claims

RBS GLOBAL: Moody's Puts B3 Rating on $150 Mil. Sr. Notes Due 2016
READER'S DIGEST: Earns $62 Million in Second Quarter Ended Dec. 31
RESIDENTIAL FUNDING: Fitch Holds Low-B Ratings on 8 Cert. Classes
REVLON INC: Completes $100 Million Rights Offering
REXNORD CORP: Proposed New $150MM Sr. Notes Get S&P's Junk Rating

SALTON SEA: Moody's Upgrades Senior Debt Rating to Baa3 from Ba1
SCOTTISH RE: Shareholders to Vote on MassMutual Deal on Feb. 23
SMARTIRE SYSTEMS: Inks Sale Agreement for $1.8 Million Debentures
TASMAN CDO: Moody's Rates $4 Mil. Class C Mezzanine Notes at Ba1
TD AMERITRADE: Earns $146 Mil. in First Fiscal Qtr. Ended Dec. 31

TITAN GLOBAL: Greystone Completes Private Block Purchase of Stock
TRANSDIGM INC: S&P Holds B+ Rating on Proposed $1.03 Billion Loan
UNIVERSITY HEIGHTS: Wants Until May 10 to Decide on Leases
US AIRWAYS: Improved Bid Grants Recovery for Delta Air Creditors
US AIRWAYS: Keeps Mum on Upped Delta Air Offer

USA COMMERCIAL: Panel Taps Diamond McCarthy as Special Counsel
WENDY'S INTERNATIONAL: Enters Employment Deal with Kerrii Anderson
WERNER LADDER: U.S. Trustee Appoints Official Creditors Committee
WERNER LADDER: Wants Exclusive Plan Filing Period Moved to March 9
WEST TRADE: Moody's Assigns Ba1 Rating to $4.5 Mil. Class F Notes

WILLIAM BOWMAN: Organizational Meeting Scheduled on February 7

*Don Pelto Joins Intellectual Property Group of Sheppard Mullin
*Lisa H. Lipman Joins Cohen Grigsby's Florida Office as Associate

* Large Companies with Insolvent Balance Sheets

                             *********

ABITIBI-CONSOLIDATED: Inks All-Stock Merger Deal with Bowater
-------------------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated disclosed a
definitive agreement to combine in an all-stock merger of equals.  
The combination will create a new leader in publication papers --
an operationally and financially stronger company better able to
meet changing customer needs, compete more effectively in an
increasingly global market, adapt to lower demand for newsprint in
North America, and deliver increased value to shareholders.

The combined company, which will be called AbitibiBowater Inc.,
will have pro forma annual revenues of approximately $7.9 billion
or CDN$9.3 billion, making it the third largest publicly traded
paper and forest products company in North America and the eight
largest in the world.  The current combined enterprise value of
the two companies is in excess of $8 billion or CDN$9.4 billion.

John W. Weaver, president and chief executive officer of Abitibi-
Consolidated, will be executive chairman of AbitibiBowater, and
David J. Paterson, chairman, president and chief executive officer
of Bowater, will be president and chief executive officer of
AbitibiBowater.  The AbitibiBowater Board of Directors will
consist of 14 directors, seven from each company.

AbitibiBowater's headquarters and executive office will be located
in Montreal, Quebec, with a U.S. regional manufacturing and sales
office in Greenville, South Carolina.  The company, which will be
incorporated in Delaware as the new parent company, will apply to
list its shares on the New York and Toronto stock exchanges.

Under the terms of the transaction, each common share of Abitibi-
Consolidated will be exchanged for 0.06261 common share of
AbitibiBowater, and each Bowater common share will be exchanged
for 0.52 common share of AbitibiBowater.  The exchange ratio will
result in 48% of AbitibiBowater being owned by former Abitibi-
Consolidated shareholders and 52% of AbitibiBowater being owned by
former Bowater shareholders.

The combination is expected to generate approximately $250 million
or CDN$295 million of annualized cost synergies from improved
efficiencies in such areas as production, selling, general and
administrative costs, distribution and procurement.  These
synergies are in addition to cost saving initiatives already in
process at both companies.

Mr. Weaver said, "The new AbitibiBowater will be a global leader
headquartered in Canada with a brighter future than either company
would have on its own.  The combined company's ability to realize
significant synergies will increase shareholder value, improve our
financial flexibility and better position us to compete in today's
increasingly competitive global marketplace.  Combining our
companies is also the best way to continue to contribute to the
local and regional economies of the communities in which we
operate."

Mr. Paterson said, "This is a logical strategic step to address
the realities of today's marketplace.  A more efficient
manufacturing platform will enable us to bring our customers
better product quality, new product innovation, and improved
logistical flexibility.  Both Abitibi-Consolidated and Bowater
shareholders will benefit from the upside potential of a
financially stronger company that is able to generate significant
cost synergies, improve its balance sheet, and compete more
effectively."

AbitibiBowater's product lines will include newsprint, uncoated
and coated mechanical papers, market pulp, and wood products.  The
company will also be one of the world's leading consumers of
recycled newspapers and magazines as it builds on the existing
efforts of both companies to be leaders in environmentally
sustainable production practices.

AbitibiBowater will own or operate 32 pulp and paper facilities
and 35 wood product facilities located mainly in Eastern Canada
and the Southeastern U.S.  Pro forma combined paper production
capacity is approximately 11.3 million tonnes per year and about
3.1 billion board feet of lumber.

                        Transaction Details

The exchanges of Abitibi-Consolidated and Bowater common shares
for AbitibiBowater common shares will be tax deferred for U.S.
resident holders of Abitibi-Consolidated and Bowater common
shares.

Taxable Canadian resident holders of Abitibi-Consolidated common
shares may elect to receive on a tax-deferred basis exchangeable
shares of a Canadian subsidiary of AbitibiBowater.  AbitibiBowater
will apply to list these exchangeable shares on the Toronto Stock
Exchange.  These shares will be exchangeable into AbitibiBowater
common shares at the option of their holders.

For Abitibi-Consolidated, the combination will be achieved through
a Canadian Court-approved Plan of Arrangement requiring the
affirmative vote of the holders of two-thirds of the Abitibi-
Consolidated common shares present or represented by proxy at a
meeting of Abitibi-Consolidated shareholders.  For Bowater, the
combination will be effected through a Delaware merger requiring
the affirmative vote of a majority of all outstanding Bowater
common shares at a meeting of Bowater shareholders.

The combination has been approved unanimously by the Boards of
Directors of both companies, which received fairness opinions from
their respective financial advisors.  The combination is subject
to approval by the shareholders of both companies, regulatory
approvals, and customary closing conditions.  It is expected to be
completed in the third quarter of 2007.  Abitibi-Consolidated and
Bowater will continue to operate separately until the transaction
closes.

For Abitibi-Consolidated, CIBC World Markets Inc. and Credit
Suisse Securities (USA) LLC acted as financial advisors and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, Davies Ward Phillips &
Vineberg LLP, and McCarthy T,trault LLP acted as legal advisors.

For Bowater, Goldman, Sachs & Co. and UBS Investment Bank acted as
financial advisors and Troutman Sanders LLP, Ogilvy Renault LLP,
and Mayer, Brown, Rowe & Maw LLP acted as legal advisors.

                    About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/--  
produces coated and specialty papers and newsprint.  In addition,
the company sells bleached market pulp and lumber products.
Bowater has 12 pulp and paper mills in the United States, Canada,
and South Korea.  In North America, it also owns two converting
facilities and 10 sawmills.  Bowater's operations are supported by
approximately 835,000 acres of timberlands owned or leased in the
United States and Canada and 28 million acres of timber cutting
rights in Canada.  Bowater operates six recycling plants and is
one of the world's largest consumers of recycled newspapers and
magazines.

                  About Abitibi-Consolidated Inc.

Abitibi-Consolidated Inc. (NYSE: ABY, TSX: A) --
http://www.abitibiconsolidated.com/-- is a global supplier in  
newsprint and commercial printing papers as well as a major
producer of wood products, serving clients in some 70 countries
from its 45 operating facilities.  Abitibi-Consolidated is among
the largest recyclers of newspapers and magazines in North
America, diverting annually approximately 1.9 million tonnes of
waste paper from landfills.  It also ranks first in Canada in
terms of total certified woodlands.


ABITIBI-CONSOLIDATED: Moody's Holds Corporate Family Rating at B1
-----------------------------------------------------------------
Moody's Investors Service affirmed Abitibi-Consolidated Inc.'s B1
corporate family, B2 senior unsecured and SGL-2 speculative grade
liquidity ratings but revised the outlook to developing from
stable.

The action comes after the company's disclosure of a proposed
merger with Bowater Incorporated, and is based on the assessment
that the transaction is expected to have a minimal impact on the
company's credit profile.  In turn, this is based on the fact that
both companies have the same ratings and all consideration will be
non-cash.  Consequently, there is no immediate impact on the
relationship between debt and cash flow.

In addition, the transaction's expected cost savings and synergy
benefits, while potentially significant, are not sufficient to
prompt a positive outlook or ratings upgrade.  Indeed, with both
companies being weakly positioned at the B1 level, the expected
benefits serve only to improve relative positioning at the
prevailing rating.  Owing to the transaction not closing until
September and the very significant uncertainties that exist, i.e.
the vagaries of shareholder and regulatory approval, composition
of a combined management team, formulation of board and financial
policies, and the structural status of individual bond issues at
each company vis-a-vis the other and vis-a-vis a yet-to-be
arranged operating credit facility, the ratings outlook was
changed to developing.

Moody's considers both predecessor companies to be weakly
positioned at the prevailing B1 level, with very poor credit
protection measures only being partially off-set by favorable
rating signals derived from business profile type measures such as
aggregate size and scale and cost competitiveness.

However, given the two companies' geographic and product line
overlap, the prospective transaction provides good scope for
significant cost savings and synergies.  Moody's also expects the
combined company, AbitibiBowater, Inc., to have an improved
ability to appropriately anticipate the evolving supply-demand
dynamic in the North American mechanical pulp-based communication
paper market.

Accordingly, Moody's expects the benefits of the business
combination to cause future performance and credit protection
measures more appropriate for the B1 rating level.  In the
interim, the prospect of the transaction's benefits forestalls
adverse rating activity.

It should be noted that the transaction does not address the
fundamental issue of print media being disadvantaged relative to
digital.  The forces that have generated the past several years'
very poor financial performance are in no way combated by this
transaction.  In addition, $-denominated spot pricing for
newsprint and uncoated mechanical papers has recently retreated
from highs observed in mid-to-late 2006.  This reverses a trend
that had seen $-denominated prices increase steadily over a four
year period.  With the transaction not expected to close for
several months, this development creates a concern that a
significant proportion of the business combination's benefits may
be swamped by extraneous forces before it can be consummated. This
is especially the case given that a significant proportion of the
expected benefits will not be realized until well into 2008.  
Accordingly, in the event the transaction does not proceed or is
significantly delayed, or if business conditions deteriorate
markedly, there is a potential for an adverse rating action.

Outlook Actions:

   * Abitibi-Consolidated Company of Canada

      -- Outlook, Changed To Developing From Stable

   * Abitibi-Consolidated Finance L.P.

      -- Outlook, Changed To Developing From Stable

   * Abitibi-Consolidated Inc.

      -- Outlook, Changed To Developing From Stable

   * Donohue Forest Products Inc.

      -- Outlook, Changed To Developing From Stable

Abitibi-Consolidated Inc., headquartered in Montreal, Quebec, is
North America's leader in newsprint and uncoated mechanical paper
and also has a significant lumber business.


AEGIS ASSET: Fitch Lowers 2004-1 Cl. B3 Certificate Rating to BB-
-----------------------------------------------------------------
Fitch has affirmed 98, downgraded 6, and placed 9 classes on
Rating Watch Negative from these 11 Aegis Asset-Backed Securities:

Series 2003-3

   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class B downgraded to 'BBB-' from 'BBB'.

Series 2004-1
   
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class B1 rated 'BBB+', placed on Rating Watch Negative;
   --Class B2 downgraded to 'BBB-' from 'BBB';
   --Class B3 downgraded to 'BB-' from 'BBB-'.

Series 2004-2

   --Classes A1, A3 and A5 affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class B1 downgraded to 'BBB-' from 'BBB+';
   --Class B2 downgraded to 'BB' from 'BBB';
   --Class B3 downgraded to 'BB-' from 'BBB-'.

Series 2004-3

   --Classes A1 and A2-B affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 rated 'BBB', placed on Rating Watch Negative;
   --Class B3 rated 'BBB-', placed on Rating Watch Negative.
   
Series 2004-4

   --Classes A1 and A2-B affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 affirmed at 'BBB';
   --Class B3 affirmed at 'BBB-'.

Series 2004-5

   --Classes IA3 and IIA1 affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 affirmed at 'BBB';
   --Class B3 affirmed at 'BBB-'.

Series 2005-1

   --Classes IA2, IA3, IIA1 and IIA2 affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 affirmed at 'BBB';
   --Class B3 affirmed at 'BBB-'.

Series 2005-2

  --Classes IA2, IA3, IIA1 and IIA2 affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 affirmed at 'BBB'.

Series 2005-3

   --Classes A2 and A3 affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 affirmed at 'BBB';
   --Class B3 affirmed at 'BBB-'.

Series 2005-4

   --Classes IA1, IA2, IA3, IA4, and IIA affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA';
   --Class M4 affirmed at 'AA-';
   --Class M5 affirmed at 'A+';
   --Class M6 affirmed at 'A-';
   --Class B1 affirmed at 'BBB+';
   --Class B2 affirmed at 'BBB';
   --Class B3 affirmed at 'BBB';
   --Class B4 affirmed at 'BBB-';
   --Class B5 rated 'BB+', placed on Rating Watch Negative;
   --Class B6 rated 'BB', placed on Rating Watch Negative.
   
Series 2005-5

   --Classes IA1, IA2, IA3, IA4, and IIA affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA';
   --Class M4 affirmed at 'AA-';
   --Class M5 affirmed at 'A+';
   --Class M6 affirmed at 'A';
   --Class B1 affirmed at 'A-';
   --Class B2 affirmed at 'BBB+';
   --Class B3 affirmed at 'BBB';
   --Class B4 rated 'BBB', placed on Rating Watch Negative;
   --Class B5 rated 'BBB-', placed on Rating Watch Negative;
   --Class B6 rated 'BB', placed on Rating Watch Negative.

The collateral for the above pools consists of primarily
conventional, first lien, adjustable- and fixed-rate, fully
amortizing and balloon, residential mortgage loans extended to
sub-prime borrowers.  Aegis Mortgage Corporation, the seller, is a
privately held mortgage banking company that originates
residential mortgage loans.

The affirmations affect approximately $3.79 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The classes with
negative rating actions and the classes placed on Rating Watch
Negative reflect the deterioration in the relationship of CE to
future loss expectations and affects $59.86 million and
$84.26 million in outstanding certificates, respectively.

With the exception of series 2003-3, the overcollateralization
(OC) of all the transactions prior to 2005 with negative action is
below the target amount and has experienced several months of OC
deterioration.  Although the OC of 2003-3 is currently above the
target amount due to the recent step-down of the target amount in
December 2006, the OC had been below the target amount for the
nearly one year prior to the step-down date due to losses
generally exceeding the available excess spread.  The
deteriorating relationship of losses to excess spread in the
trusts has put negative pressure on the subordinate bonds.

Several classes from Series 2005-4 and 2005-5 were placed on
Rating Watch Negative due to early trends in the relationship
between serious delinquency and credit enhancement.  Both
transactions have delinquency figures well above the industry
average.

For 2005-4, the amount of loans 60+ days delinquent at 16 months
seasoning as a percentage of the current pool balance is 15.57%.
The CE of the B-5 and B-6 classes is 3.49% and 2.33%,
respectively.  The excess spread available to cover losses as an
annualized percentage of the current pool balance is approximately
1.96%.

For 2005-5, the amount loans 60+ days delinquent at 14 months
seasoning as a percentage of the current pool balance is 18.18%.
The CE of the B-4, B-5, and B-6 classes is 5.27%, 3.92% and 2.43%,
respectively.  The excess spread available to cover losses as an
annualized percentage of the current pool balance is approximately
1.31%.

Master servicer for Series 2004-2, 2004-5, and all the 2005 series
is Wells Fargo Home Mortgage, Inc.  Series 2003-3, 2004-1, 2004-3,
and 2004-4 are being serviced by Chase Manhattan Mortgage
Corporation.


AEROBOX Composite: Files for Chapter 11 Protection in New Mexico
----------------------------------------------------------------
AeroBox Composite Structures LLC, the main operating subsidiary of
AeroBox Plc, filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the
District of New Mexico.

Under the terms of the petition, ACS is being funded by its
previously secured lender Laurus Master Fund.

In view of this event the prospects of any returns for
shareholders of ARX are likely to be minimal.

The Board of ARX continues to examine options for ARX and will
make further announcements when appropriate.

As previously reported in the TCR-Europe on Sept. 19, 2006,
AeroBox Plc suspended the trading of its shares on the AIM market
of the London Stock Exchange on Sept. 15, pending clarification of
the company's financial position.

The company's directors advised that AeroBox Composite Structures
should seek court protection under Chapter 11 of the U.S.
Bankruptcy Code.

The company said that its funding options have now been exhausted
and with limited cash resources, the Board has requested an
immediate suspension of trading in the company's shares in order
to seek the best possible outcome for all shareholders.

Headquartered in London, United Kingdom, Aerobox Plc --
http://www.aeroboxPlc.com/-- acts as a holding company and has   
traded on the AIM market of the London Stock Exchange.  It has one
100% owned subsidiary-Aerobox Composite Structures LLC (fka
Aerospace Composite Structures LLC) that was formed in September
1998 in Albuquerque, New Mexico, USA, to exploit composites
technology and was acquired by Aerobox Plc in March 2003.


AEROBOX COMPOSITE: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aerobox Composite Structures LLC
        fka Aerospace Composite Structures LLC
        4321 B Fulcrum Way Northeast
        Rio Rancho, NM 87144
        Tel: (505) 332-7709

Bankruptcy Case No.: 07-10138

Type of Business: Aerobox Composite Structures LLC and Aerobox
                  Plc, its holding company, manufacture and market
                  robust metal containers for use in the cargo
                  hold of commercial airliners.  Their 'Aeroplaz'
                  container uses composite material for panel
                  production that overcomes the drawbacks of the
                  conventional products while providing increased
                  robustness, improved repair-ability, and reduced
                  life cycle costs.  See http://www.acsusa.net/

Chapter 11 Petition Date: January 23, 2007

Court: District of New Mexico

Judge: Mark McFeeley

Debtor's Counsel: Peter Lubitz, Esq.
                  Schiff Hardin LLP
                  623 5th Avenue
                  New York, NY 10022
                  Tel: (212) 745-0817
                  Fax: (212) 753-5044

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 27 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Alcoa Engineered Products          Trade Debt            $331,803
6833 West Willis Road
Chandler, AZ 85226
Tel: (520) 796-1098

Butler International Inc.          Trade Debt            $260,301
P.O. Box 85488
Charlotte, NC 282065
Tel: (505) 883-2700
c/o Terry O'Brien

Alcoa Milled Products              Trade Debt            $186,018
Department LA 21264
Pasadena, CA 91185-1264
Tel: (626) 398-3504

Eagle Global Logistics             Trade Debt            $153,338
P.O. Box 844650
Dallas, TX 75284-4650
Tel: (214) 242-8000
c/o Jon E. Pickett

Wells Fargo Bank                                         $100,790
P.O. Box 348750
Sacramento, CA

Euro-Projects (LTTC) Ltd.                                 $90,598

Estex Manufacturing Company        Trade Debt             $79,941

Ashland Distribution Company       Trade Debt             $45,280

Profile Precision Extrusions       Trade Debt             $37,150

Seyfarth Shaw LLP                  Loan Fee               $35,846

Excel Staffing Company             Trade Debt             $34,472

The Tricont Company                Trade Debt             $29,083

Accounting Principals              Trade Debt             $27,917

Schiff Hardin LLP                                         $26,780

ABF Freight System                 Trade Debt             $21,360

Aircraft Hardware West, Inc.                              $20,974

Keleher & McLeod, P.A.                                    $20,579

EBS Group                                                 $18,930

Lofthouse                                                 $17,885

Welch Equipment Company                                   $16,054

Desert Machine                                            $14,720

Aluminum Precision Oxnard                                 $10,215

Werner Enterprises, Inc.                                  $10,187

DGI Supply A DoAll Company                                 $8,735

MSI                                                        $8,500

A-1 Boiler Service                                         $8,207

Associated Global                                          $8,153


AIR AMERICA: Inks Agreement with Stephen Green on Likely Sale
-------------------------------------------------------------
Air America Radio disclosed Monday that it had reached a tentative
agreement with Stephen Green, founder and chairman of SL Green
Realty Corp., on a possible sale of the company, The Associated
Press reports.

The sale however would have to be approved by the U.S. Bankruptcy
Court for the Southern District of New York.

Citing Air America spokeswoman Jamie Horn, AP relates that the
company signed a letter of intent to sell itself to Mr. Green and
expects to agree on the financial terms soon.

SL Green is a real estate investment trust that owns and manages
office properties, mainly in Manhattan, with 27 million square
feet of space under its control.

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


AJAY SPORTS: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ajay Sports Inc. and its debtor-affiliates delivered its Schedules
of Assets and Liabilities to the U.S. Bankruptcy Court for the
Eastern District of Michigan disclosing:

                         Ajay Sports Inc.

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                           $0
  B. Personal Property               $5,890,429
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $5,493,092
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                 $3,799,044
     Unsecured Non-priority
     Claims
                                    -----------       -----------
     Total                           $5,890,429        $9,292,136

                    ProGolf International, Inc.

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                           $0
  B. Personal Property              $12,418,895
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $12,929,811
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                 $3,339,658
     Unsecured Non-priority
     Claims
                                    -----------       -----------
     Total                          $12,318,895       $16,269,469

                      ProGolf of America, Inc.

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                           $0
  B. Personal Property              $10,675,300
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $10,263,092
     Secured Claims
  E. Creditors Holding                                     $2,839
     Unsecured Priority Claims
  F. Creditors Holding                                 $6,167,072
     Unsecured Non-priority
     Claims
                                    -----------       -----------
     Total                          $10,675,300       $16,433,003

                         ProGolf.com, Inc.

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                           $0
  B. Personal Property               $1,026,449
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $5,493,092
     Secured Claims
  E. Creditors Holding                                         $0
     Unsecured Priority Claims
  F. Creditors Holding                                 $1,910,519
     Unsecured Non-priority
     Claims
                                    -----------       -----------
     Total                           $1,026,449        $7,403,611

Headquartered in Farmington, Mich., Ajay Sports Inc. operates the
franchise segment of its business through Pro Golf International,
a 97% owned subsidiary, which was formed during 1999 and owns 100%
of the outstanding stock of  Pro Golf of America, and 80% of the
stock of ProGolf.com, which sells golf equipment and other golf-
related and sporting goods products and services over the
Internet.  The company and its affiliates filed for chapter 11
protection on Dec. 27, 2006 (Bankr. E.D. Mich. Case Nos. 06-529289
through 06-529292).  Arnold S. Schafer, Esq., and Howard M. Borin,
Esq., at Schafer and Weiner, PLLC, represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets less than $10,000 and debts
between $1 million to $100 million.


AJAY SPORTS: U.S. Trustee Picks Four-Member Creditors Committee
---------------------------------------------------------------
Saul Eisen, the U.S. Trustee for Region 9, has appointed four
creditors to serve on an Official Committee of Unsecured Creditors
in Ajay Sports Inc. and its debtor-affiliates' chapter 11 cases:

     1. Ronald N. Silberstein
        30201 Orchard Lake Road, Suite 150
        Farmington Hills, Michigan 48334
        Tel: (248) 302-3344

     2. Mark Jacobs
        Mars Advertising Company, Inc.
        25200 Telegraph Road, 5th Floor
        Southfield, Michigan 48033
        Tel: (248) 936-2332
        Fax: (248) 936-2768

     3. Henry W. Hooker
        360 Vaughn Road
        Nashville, Tennessee 37221
        Tel: (615) 742-8691
        Fax: (615) 742-6334

     4. Bradford Williamson Hooker
        2 St. George's Terrace, Blockley
        Moreton-in-Marsh, GL569BN, UK
        Tel: 011-44-1386-700988
        Fax: 011-44-1386-700128

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

Headquartered in Farmington, Mich., Ajay Sports Inc. operates the
franchise segment of its business through Pro Golf International,
a 97% owned subsidiary, which was formed during 1999 and owns 100%
of the outstanding stock of  Pro Golf of America, and 80% of the
stock of ProGolf.com, which sells golf equipment and other golf-
related and sporting goods products and services over the
Internet.  The company and its affiliates filed for chapter 11
protection on Dec. 27, 2006 (Bankr. E.D. Mich. Case Nos. 06-529289
through 06-529292).  Arnold S. Schafer, Esq., and Howard M. Borin,
Esq., at Schafer and Weiner, PLLC, represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets less than $10,000 and debts
between $1 million to $100 million.


ASARCO LLC: Asarco Master Can Sell San Francisco Property
---------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas has approved uniform bidding
procedures that will govern the auction and sale process of the
real property owned by ASARCO Master Inc. located in San
Francisco, Calif.

ASARCO Master Inc. had sought the Court's authority to sell
approximately 0.3 acres of real property located in San
Francisco, California, free and clear of liens, claims,
encumbrances and interests, to 1450 Marin St., LLC.

Marin initially offered to purchase the San Francisco Property
for $150,000.  However, ASARCO Master was able to obtain
appraisal from Robertson Partners valuing the Property at
$188,400 on a 12-year return, and $210,000 on a 13.3-year return.

After negotiations and pursuant to a purchase and sale agreement,
Marin agreed to pay $160,000 in cash for the Property, $50,000 of
which will be deposited to First American Title Insurance
Company, as escrow agent.

Because of the San Francisco Property's environmental conditions,
ASARCO Master decided to accept Marin's offer, subject to better
and higher bids.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Plaza,
relates that the San Francisco Property is a capped repository
for a former smelter site.  ASARCO Master must maintain the
asphalt cap, cannot penetrate the cap with any foundation, and
cannot build on the site.  The California Department of Toxic
Substances Control also requires the Debtors to, among other
things:

   -- maintain a $5,000 bond;

   -- visually inspect the asphalt payment for cracks or signs
      of deterioration semi-annually; and

   -- repair any significant cracks or signs of deterioration
      promptly.

Because of those requirements and the limitations on the use of
the San Francisco Property, Mr. Davis contends that there is no
readily available market for it.

To maximize the value to be realized from the sale of the San
Francisco Property, ASARCO Master will subject the proposed sale
to a market test through an auction through uniform bidding
procedures:

   (1) Interested bidders must deliver their competing offers to
       Jack Gracie, Ruth Graham Kern, Baker Botts, L.L.P., and
       Reed Smith, LLP, so that their bids are received five to
       seven days before the Auction.

   (2) The Competing Bid must state the bidder's willingness to
       purchase the San Francisco Property and must be
       accompanied by a $50,000 deposit, which will be
       transferred by wire to the Escrow Agent.

   (3) The Competing Bid must create value to the San Francisco
       Property in an amount at least $9,000 greater than the
       Purchase Price.  Bidding will begin initially with the
       highest Qualifying Bid and continue in minimum increments
       of at least $1,000 higher than the previous bid.

   (4) If more than one Qualifying Bid is received, ASARCO Master
       will conduct an auction at the offices of ASARCO LLC, at
       1150 North 7th Avenue, in Tucson, Arizona, on a date yet
       to be determined.

   (5) If no Qualifying Bid is received, a hearing to approve the
       sale of the San Francisco Property to Marin will be held
       two to three days after the Auction.

   (6) If ASARCO Master enters into a purchase agreement with
       another bidder other than Marin, Marin will receive a
       $4,800 Break-Up Fee.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Court OKs Avalos Realty as Trustee's Real Estate Agent
------------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas authorizes Michael Boudloche,
Chapter 7 trustee for Encycle/Texas Inc., to retain Armando Avalos
Realty Inc. as his real estate agent, for the sale of the
company's property in Nueces County, Texas.

As reported in the Troubled Company Reporter on Dec. 27, 2006,
Armando Avalos Realty will assist the Encycle Trustee in
marketing the real property and liquidating it for the best and
highest price.  Armando Avalos Realty has examined and evaluated
the Property and has agreed to advertise it to interested
parties.

For the marketing of the Dunn Tr. Property, Armando Avalos Realty
will receive a commission of:

   -- 4% for Purchase Price up to $10,000,000;

   -- 3.5% for Purchase Price from $10,000,001 to $15,000,000;

   -- 3.5% for Purchase Price from $15,000,001 to $20,000,000;
      and

   -- 3% for Purchase Price from and more than $20,000,0001.

Armando Avalos, president of Armando Avalos Realty, assures the
Court that his firm does not represent any adverse interest to
the estate and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Union to Vote on Agreement on February 5 to 9
---------------------------------------------------------
The United Steelworkers disclosed that ratification votes on a
tentative 42-month agreement with ASARCO covering some 1,600
hourly workers will be held by the local unions Feb. 5-9, 2007, at
locations where union members are employed, according to USW
District 12 Director Terry Bonds, who also chairs the USW's
Nonferrous Industry Conference.

The agreement includes:

   * a $3,000 ratification bonus;
   * wage increases of $1 per hour retroactive to Jan. 1, 2007;
   * $1 increases effective Sept. 30, 2008 and 2009;
   * quarterly bonuses tied to the price of copper; and
   * a 20% increase in the pension formula.

Other highlights include:

   * no increase in active health care or prescription drug
     contributions;

   * a new SUB Plan and insurance continuation for employees who
     are laid off;

   * improvements in other benefit plans; and

   * restoration of most of the health care benefits for previous
     retirees whose benefits were cut unilaterally by ASARCO in
     August 2003, and a sizeable reduction in monthly
     contributions.

The proposed agreement has been unanimously recommended for
approval by the entire bargaining committee, which, in addition to
the USW, includes representatives from the IBEW, IAM,
Boilermakers, Teamsters, Operating Engineers, Millwrights and
Pipefitters.

The results will be totaled and each member's vote will count
equally.  The majority of the total votes cast will determine the
results.  Following ratification, the agreement will be subject to
approval of the bankruptcy court.

"The proposed agreement was unanimously recommended for approval
by the bargaining committee," Mr. Bonds said.  "We've negotiated
landmark security protections never before achieved in the U.S.
mining industry.  It's a real milestone for workers in the copper
industry."

                        About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).


ASSOCIATED MATERIALS: Chris Stadler Resigns as Company's Director
-----------------------------------------------------------------
Christopher J. Stadler has resigned as director of Associated
Materials Inc., AMH Holdings, Inc., indirect parent company of
AMI, and AMH Holdings II, Inc., direct parent company of AMH.

The company states that Mr. Stadler's resignation was not the
result of any disagreement with the company, known to any
executive officer of the company, on any matter relating to the
company's operations, policies or practices.

At the time of his resignation, Mr. Stadler was a member of the
compensation committee of the company's Board of Directors.

                    About Associated Materials

Associated Materials Inc. -- http://www.associatedmaterials.com
-- manufactures exterior residential building products which are
distributed through company-owned distribution centers and
independent distributors across North America.  The company
produces a range of vinyl windows, vinyl siding, aluminum trim
coil, aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  The company is a privately held, wholly-
owned subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH Holdings Inc., which is a wholly-
owned subsidiary of AMH Holdings II Inc., which is controlled by
affiliates of Investcorp S.A. and Harvest Partners Inc.

Founded in 1982, Investcorp S.A. -- http://www.investcorp.com/--   
is a global investment group with offices in New York, London and
Bahrain.  The firm has four lines of business: corporate
investment, real estate investment, asset management and
technology investment.  

Harvest Partners Inc. -- http://www.harvpart.com/-- is a private   
equity investment firm with a long track record of building value
in businesses and generating attractive returns on investment.
Founded in 1981, Harvest Partners has approximately $1 billion of
invested capital under management.

                           *     *     *

Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings, Inc.  AMH Holdings' corporate
family rating and ratings on the AMI's senior secured credit
facilities were downgraded to B3 from B2, effective Jan. 19, 2006.  
Moody's said the ratings outlook is stable.


ASSOCIATED MATERIALS: Holders Pick Kevin Nickelberry as Director
----------------------------------------------------------------
The stockholders of Associated Materials Inc. has elected Kevin C.
Nickelberry as director, replacing Christopher J. Stadler.

Mr. Nickelberry was a principal at the New York office of
Investcorp S.A.

Through its affiliates, Investcorp maintains beneficial ownership
of 500,000 shares of AMH II's Class A convertible preferred stock,
representing a 50% voting interest in AMH II.  Pursuant to the AMH
II Stockholders Agreement dated Dec. 22, 2004, Investcorp has the
right to designate three of the seven members of the Board of
Directors of the company.

Associated Materials Inc. -- http://www.associatedmaterials.com/
-- manufactures exterior residential building products which are
distributed through company-owned distribution centers and
independent distributors across North America.  The company
produces a range of vinyl windows, vinyl siding, aluminum trim
coil, aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  The company is a privately held, wholly-
owned subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH Holdings Inc., which is a wholly-
owned subsidiary of AMH Holdings II Inc., which is controlled by
affiliates of Investcorp S.A. and Harvest Partners Inc.

Founded in 1982, Investcorp S.A. -- http://www.investcorp.com/--   
is a global investment group with offices in New York, London and
Bahrain.  The firm has four lines of business: corporate
investment, real estate investment, asset management and
technology investment.  

Harvest Partners Inc. -- http://www.harvpart.com/-- is a private   
equity investment firm with a long track record of building value
in businesses and generating attractive returns on investment.
Founded in 1981, Harvest Partners has approximately $1 billion of
invested capital under management.

                          *     *     *

Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings, Inc.  AMH Holdings' corporate
family rating and ratings on the AMI's senior secured credit
facilities were downgraded to B3 from B2, effective Jan. 19, 2006.  
Moody's said the ratings outlook is stable.


ATIBI-CONSOLIDATED: To Form Joint Venture for Ontario Power Plants
------------------------------------------------------------------
Abitibi-Consolidated Inc. has entered into a binding letter of
intent with the Caisse de depot et placement du Quebec to create a
joint-venture for the company's Ontario hydroelectric generation
facilities.  The company will retain a 75% interest in the joint-
venture, called ACH Limited Partnership, while the Caisse will
acquire a 25% interest.  The Caisse has also provided a commitment
to ACH Limited Partnership for a 10-year unsecured term loan of
$250 million, non-recourse to the company, to partially fund the
acquisition of the facilities.

The transaction, on a consolidated basis, is expected to yield
gross proceeds of $297.5 million to Abitibi-Consolidated.

ACH Limited Partnership is intended to be Abitibi-Consolidated's
growth vehicle in energy generation.  Abitibi-Consolidated's
substantial ownership interest in the joint-venture reflects the
ongoing strategic importance of its electricity generation assets.  
The company will enter into agreements by virtue of which it will
continue to operate and manage the facilities.

Closing of the transaction is expected to take place in the first
half of 2007 and is subject to execution of definitive agreements
and certain other conditions and approvals.  Scotia Capital and
CIBC World Markets have advised the company in regards to this
transaction.

ACH Limited Partnership encompasses eight hydroelectric facilities
located in Ontario, representing an aggregate installed capacity
of 136.8 MW and a normalised annual generation of approximately
828 GWh.

                    About Abitibi-Consolidated

Abitibi-Consolidated, Inc. (TSX: A) (NYSE: ABY) --
http://www.abitibiconsolidated.com/-- produces newsprint and  
commercial printing paper products from its 45 operating
facilities.  The Company also recycler newspapers and magazines,
diverting approximately 1.9 million tonnes of waste paper from
landfills annually approximately 1.9 million tonnes of waste paper
from landfills.  It also ranks first in Canada in terms of total
certified woodlands.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services revised its outlook on Abitibi-
Consolidated to negative from stable.  S&P affirmed the ratings on
the company, including the long-term corporate credit rating at
'B+'.


BASIC ENERGY: S&P Rates Proposed $225 Mil. Credit Facility at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on domestic oilfield services provider Basic Energy
Services Inc.

At the same time, Standard & Poor's assigned its 'BB' debt rating
and '1' recovery rating to the company's proposed $225 million
revolving credit facility.

The outlook remains positive.

Pro forma for the recently announced $120 million acquisition of
JetStar Consolidated Holding Inc., Midland, Texas-based Basic will
have about $335 million in total debt.

"The positive outlook is predicated on Basic's improved operating
performance and our expectation that the company will continue to
fund growth initiatives in a prudent and balanced manner," said
Standard & Poor's credit analyst Jeffrey Morrison.

Basic is the third-largest workover rig provider in the U.S.


BOWATER INC: Inks All-Stock Merger Deal With Abitibi-Consolidated
-----------------------------------------------------------------
Bowater Incorporated and Abitibi-Consolidated Inc. disclosed a
definitive agreement to combine in an all-stock merger of equals.  
The combination will create a new leader in publication papers --
an operationally and financially stronger company better able to
meet changing customer needs, compete more effectively in an
increasingly global market, adapt to lower demand for newsprint in
North America, and deliver increased value to shareholders.

The combined company, which will be called AbitibiBowater Inc.,
will have pro forma annual revenues of approximately $7.9 billion
or CDN$9.3 billion, making it the third largest publicly traded
paper and forest products company in North America and the eight
largest in the world.  The current combined enterprise value of
the two companies is in excess of $8 billion or CDN$9.4 billion.

John W. Weaver, president and chief executive officer of Abitibi-
Consolidated, will be executive chairman of AbitibiBowater, and
David J. Paterson, chairman, president and chief executive officer
of Bowater, will be president and chief executive officer of
AbitibiBowater.  The AbitibiBowater Board of Directors will
consist of 14 directors, seven from each company.

AbitibiBowater's headquarters and executive office will be located
in Montreal, Quebec, with a U.S. regional manufacturing and sales
office in Greenville, South Carolina.  The company, which will be
incorporated in Delaware as the new parent company, will apply to
list its shares on the New York and Toronto stock exchanges.

Under the terms of the transaction, each common share of Abitibi-
Consolidated will be exchanged for 0.06261 common share of
AbitibiBowater, and each Bowater common share will be exchanged
for 0.52 common share of AbitibiBowater.  The exchange ratio will
result in 48% of AbitibiBowater being owned by former Abitibi-
Consolidated shareholders and 52% of AbitibiBowater being owned by
former Bowater shareholders.

The combination is expected to generate approximately $250 million
or CDN$295 million of annualized cost synergies from improved
efficiencies in such areas as production, selling, general and
administrative costs, distribution and procurement.  These
synergies are in addition to cost saving initiatives already in
process at both companies.

Mr. Weaver said, "The new AbitibiBowater will be a global leader
headquartered in Canada with a brighter future than either company
would have on its own.  The combined company's ability to realize
significant synergies will increase shareholder value, improve our
financial flexibility and better position us to compete in today's
increasingly competitive global marketplace.  Combining our
companies is also the best way to continue to contribute to the
local and regional economies of the communities in which we
operate."

Mr. Paterson said, "This is a logical strategic step to address
the realities of today's marketplace.  A more efficient
manufacturing platform will enable us to bring our customers
better product quality, new product innovation, and improved
logistical flexibility.  Both Abitibi-Consolidated and Bowater
shareholders will benefit from the upside potential of a
financially stronger company that is able to generate significant
cost synergies, improve its balance sheet, and compete more
effectively."

AbitibiBowater's product lines will include newsprint, uncoated
and coated mechanical papers, market pulp, and wood products.  The
company will also be one of the world's leading consumers of
recycled newspapers and magazines as it builds on the existing
efforts of both companies to be leaders in environmentally
sustainable production practices.

AbitibiBowater will own or operate 32 pulp and paper facilities
and 35 wood product facilities located mainly in Eastern Canada
and the Southeastern U.S.  Pro forma combined paper production
capacity is approximately 11.3 million tonnes per year and about
3.1 billion board feet of lumber.

                        Transaction Details

The exchanges of Abitibi-Consolidated and Bowater common shares
for AbitibiBowater common shares will be tax deferred for U.S.
resident holders of Abitibi-Consolidated and Bowater common
shares.

Taxable Canadian resident holders of Abitibi-Consolidated common
shares may elect to receive on a tax-deferred basis exchangeable
shares of a Canadian subsidiary of AbitibiBowater.  AbitibiBowater
will apply to list these exchangeable shares on the Toronto Stock
Exchange.  These shares will be exchangeable into AbitibiBowater
common shares at the option of their holders.

For Abitibi-Consolidated, the combination will be achieved through
a Canadian Court-approved Plan of Arrangement requiring the
affirmative vote of the holders of two-thirds of the Abitibi-
Consolidated common shares present or represented by proxy at a
meeting of Abitibi-Consolidated shareholders.  For Bowater, the
combination will be effected through a Delaware merger requiring
the affirmative vote of a majority of all outstanding Bowater
common shares at a meeting of Bowater shareholders.

The combination has been approved unanimously by the Boards of
Directors of both companies, which received fairness opinions from
their respective financial advisors.  The combination is subject
to approval by the shareholders of both companies, regulatory
approvals, and customary closing conditions.  It is expected to be
completed in the third quarter of 2007.  Abitibi-Consolidated and
Bowater will continue to operate separately until the transaction
closes.

For Abitibi-Consolidated, CIBC World Markets Inc. and Credit
Suisse Securities (USA) LLC acted as financial advisors and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, Davies Ward Phillips &
Vineberg LLP, and McCarthy T,trault LLP acted as legal advisors.

For Bowater, Goldman, Sachs & Co. and UBS Investment Bank acted as
financial advisors and Troutman Sanders LLP, Ogilvy Renault LLP,
and Mayer, Brown, Rowe & Maw LLP acted as legal advisors.

                    About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/--  
produces coated and specialty papers and newsprint.  In addition,
the company sells bleached market pulp and lumber products.
Bowater has 12 pulp and paper mills in the United States, Canada,
and South Korea.  In North America, it also owns two converting
facilities and 10 sawmills.  Bowater's operations are supported by
approximately 835,000 acres of timberlands owned or leased in the
United States and Canada and 28 million acres of timber cutting
rights in Canada.  Bowater operates six recycling plants and is
one of the world's largest consumers of recycled newspapers and
magazines.

                  About Abitibi-Consolidated Inc.

Abitibi-Consolidated Inc. (NYSE: ABY, TSX: A) --
http://www.abitibiconsolidated.com/-- is a global supplier in  
newsprint and commercial printing papers as well as a major
producer of wood products, serving clients in some 70 countries
from its 45 operating facilities.  Abitibi-Consolidated is among
the largest recyclers of newspapers and magazines in North
America, diverting annually approximately 1.9 million tonnes of
waste paper from landfills.  It also ranks first in Canada in
terms of total certified woodlands.

                           *     *     *

As reported in the Troubled Company Reporter on June 27, 2006,
Fitch Ratings has assigned a 'BB' rating to Bowater Inc.'s
senior secured bank debt.  The company's issuer default ratings,
'BB-' and senior unsecured bond ratings, 'BB-', remain
unchanged.  The Rating Outlook remains Stable.


BOWATER INC: Abitibi Merger Cues Moody's to Hold Low-B Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed Bowater Incorporated's B1
corporate family, B2 senior unsecured and SGL-2 speculative grade
liquidity ratings but revised the outlook to developing from
stable.

The action follows the company's disclosure of a proposed merger
with Abitibi-Consolidated Inc., and is based on the assessment
that the transaction is expected to have a minimal impact on the
company's credit profile.  In turn, this is based on the fact that
both companies have the same ratings and all consideration will be
non-cash.  Consequently, there is no immediate impact on the
relationship between debt and cash flow.  

In addition, the transaction's expected cost savings and synergy
benefits, while potentially significant, are not sufficient to
prompt a positive outlook or ratings upgrade.  Indeed, with both
companies being weakly positioned at the B1 level, the expected
benefits serve only to improve relative positioning at the
prevailing rating.  Owing to the transaction not closing until
September and the very significant uncertainties that exist, i.e.
the vagaries of shareholder and regulatory approval, composition
of a combined management team, formulation of board and financial
policies, and the structural status of individual bond issues at
each company vis-a-vis the other and vis-a-vis a yet-to-be
arranged operating credit facility, the ratings outlook was
changed to developing.

Moody's considers both predecessor companies to be weakly
positioned at the prevailing B1 level, with very poor credit
protection measures only being partially off-set by favorable
rating signals derived from business profile type measures such as
aggregate size and scale and cost competitiveness.

However, given the two companies' geographic and product line
overlap, the prospective transaction provides good scope for
significant cost savings and synergies.

Moody's also expects the combined company, AbitibiBowater, Inc.,
to have an improved ability to appropriately anticipate the
evolving supply-demand dynamic in the North American mechanical
pulp-based communication paper market.

Accordingly, Moody's expects the benefits of the business
combination to cause future performance and credit protection
measures to improve modestly and be more appropriate for the B1
rating level.  In the interim, the prospect of the transaction's
benefits forestalls adverse rating activity.

It should be noted that the transaction does not address the
fundamental issue of print media being disadvantaged relative to
digital.  The forces that have generated the past several years'
very poor financial performance are in no way combated by this
transaction.  In addition, $-denominated spot pricing for
newsprint and uncoated mechanical papers has recently retreated
from highs observed in mid-to-late 2006.  This reverses a trend
that had seen $-denominated prices increase steadily over a four
year period.  With the transaction not expected to close for
several months, this development creates a concern that a
significant proportion of the business combination's benefits may
be swamped by extraneous forces before it can be consummated. This
is especially the case given that a significant proportion of the
expected benefits will not be realized until well into 2008.

Accordingly, in the event the transaction does not proceed or is
significantly delayed, or if business conditions deteriorate
markedly, there is a potential for an adverse rating action.

Outlook Actions:

   * Bowater Canada Finance Corp.

      -- Outlook, Changed To Developing From Stable

   * Bowater Incorporated

      -- Outlook, Changed To Developing From Stable

Bowater Incorporated, headquartered in Greenville, South Carolina
is a global leader in newsprint, with additional operations in
coated and uncoated groundwood papers, bleached kraft pulp, and
lumber products.


CAITHNESS COSO: Moody's Lifts 6.263% Secured Notes' Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded Caithness Coso Funding Corp.'s
5.489% senior secured bonds due 2019 to Baa2 from Baa3 and 6.263%
subordinated secured notes due 2014 to Ba1 from Ba2.

Caithness Coso's rating outlook remains stable.

The upgrade reflects:

   -- the project's relatively consistent operating and financial
      performance;

   -- strong debt service coverage ratios which are expected to
      be in excess of 2.0x for senior debt in each year and 1.50x
      for total debt in each year over the foreseeable future;

   -- the benefits to Caithness Coso's cash flows of receiving a
      higher fixed energy rate of 6.15 cents/kWh beginning on
      May 1, 2007;

   -- the continued improvement in off-taker credit quality along
      with the more reliable regulatory environment that is
      evolving in California; and,

   -- the report by Southern California Edison Company that it
      had signed new 20 year contracts with the Coso  
      partnerships.

Upon the effectiveness of these new contracts, which still require
state regulatory approval, the Coso partnerships' exposure to
energy price risk will be largely mitigated.

Caithness Coso's ratings reflect the predictable cash flows
generated from energy and capacity payments received under three
power purchase agreements that currently expire at varying times
though 2019 with SCE.  The ratings incorporate the strong
operating history of these plants, the experience of the operator,
Coso Operating Company, which has operated the plants since their
inception in the 1980's and the experience of Caithness Energy,
COC's parent, which obtained a controlling interest in these
plants in 1999 and owns other geothermal plants.

The ratings further consider the importance of these geothermal
assets to the California electric market, given the state's focus
on renewable resources as a core component of their energy policy.  
The ratings further recognize the plants' very competitive
operating cost profile relative to other generating resources
within the region, as the Coso partnerships' variable costs of
around 1.4 cents/kWh are below all fossil-fuel options in the
western US, including base load coal.

The rating outlook is stable and incorporates an expectation of
continued strong operating and financial performance due to COC's
history of being able to effectively manage this geothermal
resource, the existence of a predictable contracted cash flow over
the intermediate term, and the prospects for the continuation of
contracted cash flow over the life of the securities given the
long-term contracts recently signed with SCE.

Upgrades:

   * Caithness Coso Funding Corp.

      -- Subordinate Regular Bond/Debenture, Upgraded to Ba1 from
         Ba2

      -- Senior Secured Regular Bond/Debenture, Upgraded to Baa2
         from Baa3

Caithness Coso is a special purpose corporation owned entirely by
the three Coso partnerships -- Coso Finance Partners, Coso Energy
Developers, and Coso Power Developers.  Each of the Coso
partnerships guarantee, jointly and severally, on a senior secured
basis, repayment of the senior secured bonds, and guarantee,
jointly and severally, on a subordinated secured basis, repayment
of the subordinated secured notes.

The Coso projects consist of three 80 megawatt geothermal power
plants as well as their transmission lines, wells, gathering
system and related facilities.  The Coso projects are located near
one another in the Mojave Desert approximately 150 miles northeast
of Los Angeles, California, and have been generating electricity
since the late 1980s.

Caithness Energy L.L.C., through its affiliates, owns about 70% of
the Coso partnerships.  Caithness Energy is privately held and
majority owned by Caithness Equities, which is headquartered in
New York City.


CE GENERATION: Moody's Affirms Ba1 Senior Secured Rating
--------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt rating
of Salton Sea Funding Corporation to Baa3 from Ba1.

The rating outlook remains stable.

Moody's also affirmed the Ba1 senior secured rating of CE
Generation LLC which is a 100% owner of Salton Sea with a stable
outlook.

The upgrade reflects:

   -- a recent agreement on a higher fixed energy rate to be
      received by the project from its principal offtaker,
      Southern California Edison, starting May 1, 2007, and
      running for five years to April 30, 2012;

   -- the improving credit quality of SCE; sustained improvements
      in operational and financial performance since the project
      overcame operational issues in 2002 and 2003; and,

   -- the expectation that financial performance will continue to
      show improvement with coverage ratios of over 2x in a few
      years time, although coverages are likely to be slightly
      lower in the short-term due to outlays for a pipe
      replacement program that is expected to enhance operational
      and financial performance over the longer term.

The rating action considers the benefits of greater predictability
and stability to Salton Sea's cash flows from receiving a higher
fixed energy rate of 6.15 cents/kWh from SCE for five years
beginning May, 1, 2007.  The California Public Utilities
Commission granted approval of this agreement on
Oct. 19, 2006. SCE's ratings were upgraded on Oct. 16, 2006,
reflecting expectations of continued strong financial performance
and indications of a more supportive and more reliable regulatory
environment in California.  

The rating action further considers the importance of these
geothermal assets to the California electric market, given the
state's focus on renewable resources as a core component of its
energy policy.

The rating affirmation of CE Gen's Ba1 rating reflects the effect
of greater geographic and fuel source diversification that results
from its ownership of the three gas fired projects located in New
York, Texas, and Arizona in addition to Salton Sea and the low
leverage of these projects.

Nevertheless, this credit positive is offset against the effect of
structural subordination to project level debt below CE Gen,
primarily at Salton Sea.  Because cash flow from Salton Sea is
projected to increase, while cash flow from CE Gen's other
projects is expected to decline, structural subordination to the
debt at Salton Sea becomes more important over time.  This trend
is particularly marked after 2009 when the existing contract
expires at Saranac, another CE Gen project subsidiary.  At that
time, the vast majority of the cash flows at CE Gen will be coming
from Salton Sea, which must maintain at least a 1.5x coverage
ratio to make distributions up to CE Gen.  

Salton Sea is forecast to be comfortably above that distribution
test threshold, but its ability to make distributions up to CE Gen
will take on greater significance in the future.  As a result,
Moody's feels it is appropriate to recognize this structural
subordination issue with a one notch difference between the
ratings of CE Gen and Salton Sea.

The stable outlook for both Salton Sea and CE Gen reflects the
contractual nature of the cash flows, an expectation of strong
operational and financial performance going forward, along with
the expectation that the credit quality of SCE will be maintained.

Sea Salton Funding Corporation is the funding vehicle for ten
California-based geothermal projects.  Salton Sea is a
wholly-owned subsidiary of CE Generation LLC, which in turn, is
jointly-owned by MidAmerican Energy Holdings Company and by
TransAlta USA Inc.


CHESAPEAKE ENERGY: Appoints Merrill Miller to Board of Directors
----------------------------------------------------------------
Chesapeake Energy Corporation, on Jan. 16, 2007, disclosed the
appointment of Merrill A. (Pete) Miller, Jr. to the Chesapeake
Board of Directors until the June 8, 2007 annual meeting of
shareholders, after which he will stand for re-election by
Chesapeake's shareholders for a term expiring in 2010.

Mr. Miller, age 56, is Chairman, President and Chief Executive
Officer of Houston-based National Oilwell Varco, Inc. (NYSE:NOV),
a leading supplier of oilfield services, equipment and components
to the worldwide oil and natural gas industry.  Miller joined NOV
in February 1996 as Vice President of Marketing, Drilling Systems
and was promoted in April 1997 to President of the Company's
Products and Technology Group.  In November 2000, he was named
President and Chief Operating Officer, in May 2001 was elected
President and Chief Executive Officer, and in May 2002 was elected
Chairman of the Board.

Miller has broad industry experience, having served as President
of Anadarko Drilling Company from 1995 to 1996, a company that
Chesapeake helped form and that was acquired by Nabors Drilling,
Inc. (NYSE:NBR) in 1997.  Prior to his service at Anadarko, Miller
spent 15 years at Helmerich & Payne International Drilling Company
(NYSE:HP) in Tulsa, Oklahoma, serving in various senior management
positions, including Vice President, U.S. Operations.

Mr. Miller graduated from the U.S. Military Academy, West Point,
New York in 1972 with a degree in Applied Science and Engineering.  
Upon graduation, Mr. Miller served five years in the U.S. Army and
then earned his MBA from Harvard Business School in 1980.  Mr.
Miller serves on the Board of Directors for the Offshore Energy
Center,

Petroleum Equipment Suppliers Association, Spindletop
International and is a member of the National Petroleum Council.

Mr. Miller's appointment increases the size of Chesapeake's Board
to eight members.  Management is represented by Aubrey K.
McClendon, the company's co-founder and Chairman and Chief
Executive Officer.  Chesapeake's other Board members are Richard
K. Davidson of Omaha, Nebraska; Frank Keating of Washington, D.C.;
Breene M. Kerr of Easton, Maryland; Charles T. Maxwell of
Bronxville, New York; Don Nickles of Washington, D.C.; and
Frederick B. Whittemore of New York City.

                     Management Comment

Aubrey K. McClendon, Chairman and Chief Executive Officer of
Chesapeake said of Mr. Miller's appointment, "We are extremely
proud to have Pete join Chesapeake's Board.  I have known and
respected Pete for over 11 years, having first met him when we
were helping to build Oklahoma City-based Anadarko Drilling
Company in the mid-1990's.  I believe Pete's experiences as the
CEO of a 25,000 employee public corporation that is a leading
supplier to the worldwide oil and gas industry will be of great
benefit to Chesapeake, our Board and our shareholders.  We are
very honored to announce his appointment to Chesapeake's Board."

                   About Chesapeake Energy

Chesapeake Energy Corporation --- http://www.chkenergy.com/--  
(NYSE: CHK) is the third largest independent producer of natural
gas in the U.S.  Headquartered in Oklahoma City, the company's
operations are focused on exploratory and developmental drilling
and corporate and property acquisitions in the Mid-Continent,
Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin,
South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin
regions of the United States.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on oil and gas exploration and production company
Chesapeake Energy Corp., and revised the outlook to positive from
stable.


CHESAPEAKE ENERGY: Jury Hands $404 Mil. Verdict in Royalties Suit
-----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) said Sunday that a jury
in the Circuit Court of Roane County, West Virginia returned a
verdict on Saturday in the case of the Estate of Garrison G.
Tawney, et al., v. Columbia Natural Resources, L.L.C., et al.
against one of its subsidiaries, Chesapeake Appalachia, LLC, the
successor to Columbia Natural Resources, L.L.C., and also against
NiSource, Inc. (NYSE:NI) and its subsidiary Columbia Energy Group.

The case alleges that the defendants did not pay royalties on gas
production in West Virginia as required by law.  The total verdict
against all defendants in the case was approximately $404 million,
consisting of $134 million in compensatory damages and
$270 million in punitive damages.

The case was filed in 2003 and inherited by Chesapeake when it
acquired Columbia Natural Resources, L.L.C. in November, 2005.

The case involves facts and conduct that occurred before
Chesapeake's acquisition of the company and the vast majority of
the liability for the case was reserved by CEG/NiSource in the
purchase and sale agreement conveying the stock of CNR to the
predecessor owner of CNR before Chesapeake; however, Chesapeake
has previously set aside a legal reserve which it believes will be
adequate to cover its share of any judgment, should one be entered
and survive the appeals process.

Chesapeake is surprised and disappointed by the jury's verdict.  
If allowed to stand, the verdict would have far-reaching negative
implications for all gas producers in West Virginia and would
reinforce the hostile legal environment all businesses face in
West Virginia.

A judgment has not yet been entered in the case.  Important
motions must be filed and considered by the trial court before
judgment is entered.  When judgment is entered, Chesapeake will
analyze the judgment and decide the proper course of action
including any appeal.

Chesapeake Energy Corporation --- http://www.chkenergy.com/--  
(NYSE: CHK) is the third largest independent producer of natural
gas in the U.S.  Headquartered in Oklahoma City, the company's
operations are focused on exploratory and developmental drilling
and corporate and property acquisitions in the Mid-Continent,
Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin,
South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin
regions of the United States.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on oil and gas exploration and production company
Chesapeake Energy Corp., and revised the outlook to positive from
stable.


CHIEF CONSOLIDATED: Posts $612,030 Net Loss in Qtr. Ended Sept. 30
------------------------------------------------------------------
Chief Consolidated Mining Inc. reported a $612,030 net loss on
$108,962 of revenues for the third quarter ended Sept. 30, 2006,
compared with a $727,410 net loss on zero revenues for the same
period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $3.7 million
in total assets, $56.7 million in total liabilities, $24,727 in
minority interest in consolidated subsidiaries, and $53 million in
total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $2 million in total current assets
available to pay $2.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1917

                    Suspended Mining Operations

The company's Burgin Mine is not in operation.  In late 2001, the
company  began mining ore from the Trixie Mine, and began
processing ore in the company's Tintic Mill in January 2002.  In
March 2002, the company encountered unstable mining conditions in
the Trixie Mine and suspended mining and processing operations.
As a result of the suspended mining and processing operations, the
company is not generating any revenues from mining operations and
does not have sufficient funding to make the significant safety
improvements required in the Trixie Mine or to continue
exploration efforts related to the Burgin Mine.  As a result, the
company has had no significant operating activity since early
2002.

                           EPA Settlement

During 2001, the Environmental Protection Agency placed Eureka
Mills Superfund Site on the National Priorities List, as
authorized under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980.  According to the EPA,
samples indicate that, approximately 150 acres of soil in the Town
of Eureka were contaminated with lead and, to a lesser extent,
arsenic.

In February 2005, the company confessed to a judgment with the EPA
in the amount of $60 million.  The judgment will remain in effect
until the company has complied with all the requirement of the
Consent Decree.

As of the current date, the company has not fully complied with
all terms of the agreement.  The judgment amount of $60 million
represents the future value of clean up costs when the terms of
the Consent Decree are satisfied on Feb. 9, 2010.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Hansen, Barnett & Maxwell expressed substantial doubt about Chief
Consolidated Mining Company's ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2005, 2004, 2003, and 2002.  The auditing
firm pointed to the company's working capital and capital
deficits, and significant losses from operations.  In addition,
the auditing firm cited that the company has little unrestricted
cash, and has significant reclamation and EPA settlement
obligations and environmental contingencies.

                      About Chief Consolidated

Chief Consolidated Mining Company(NASD: CFCM.pk) --
http://www.chiefmines.com/-- through its principal subsidiaries  
Tintic Utah Metals LLC, a Colorado limited liability company, and
Chief Gold Mines Inc., a Delaware corporation, owns interests in
mining properties, including the Burgin Mine and the Trixie Mine.
Neither mine is currently in production but are subject to the
development efforts.  The company owns a 75% membership interest
in Tintic Utah. Chief Gold Mines is a wholly owned subsidiary.

The company also owns or controls approximately 6,000 acres of
land in an area known as the Main Tintic District in Utah.  The
majority of this land is generally considered to be non-mining
land and is subject to being sold pursuant to a Consent Decree
approved by the United States District Court for the District of
Utah in January 2005 on behalf of the Environment Protection
Agency.

As a result of the suspension of the company's mining operation,
the company was forced to lay-off all of its employees in 2002.
The company currently has no employees.


CLEAR LAKE: Moody's Rates $15.5MM Class D Subordinate Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Clear Lake CLO, Ltd.:

   -- Aaa to $343,000,000 Class A-1 Floating Rate Senior Notes
      Due 2020;

   -- Aa2 to $21,500,000 Class A-2 Floating Rate Senior
      Notes Due 2020;

   -- A2 to $27,000,000 Class B Floating Rate Deferrable
      Senior Subordinate Notes Due 2020;

   -- Baa2 to $20,000,000 Class C Floating Rate Deferrable
      Senior Subordinate Notes Due 2020 and

   -- Ba2 to $15,500,000 Class D Floating Rate Deferrable
      Subordinate Notes Due 2020.

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

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

Jefferies Capital Management, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the issuer.


CNH GLOBAL: Core Business Status Prompts S&P to Revise Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CNH
Global N.V., rated 'BB', to positive from stable following the
same rating action by Standard & Poor's on CNH's parent company,
Italy-based Fiat SpA.

"The corporate credit rating and outlook on publicly traded CNH
Global are the same as those of its parent company, because of the
close ties between the two entities," said Standard & Poor's
credit analyst Dan Picciotto.

"Fiat views CNH as a core business and continues to provide strong
liquidity support to CNH by way of intercompany loans and bank
loan guarantees."

Auto and truck manufacturer Fiat has an approximate 90% equity
ownership stake in CNH.  At Dec. 31, 2006, CNH had $497 million of
cash deposited with Fiat affiliates' cash management pools.
CNH also had $490 million of intercompany borrowings with Fiat
affiliates.

With executive headquarters in Lake Forest, Illinois, CNH has a
satisfactory business position as the world's second-largest
agricultural equipment maker and as a major manufacturer of
construction equipment.

"We could upgrade the rating if the trading profits of Fiat Auto
continue to grow and free cash flows continue to improve," Mr.
Picciotto said.

"In addition, we expect CNH's earnings and cash flows to continue
to strengthen modestly during the next year because of reasonably
favorable business conditions and the benefits of the company's
cost-reduction programs."


COMMS CORP: Court Fixes March 1 as General Claims Bar Date
----------------------------------------------------------
The Honorable Gerald H. Schiff of the U.S. Bankruptcy Court for
the Western District of Louisiana set March 5, 2007, at 4:30 p.m.,
as the deadline for all creditors owed money by Communications
Corporation of America, White Knight Holdings, Inc., and their
debtor-affiliates, on account of claims arising prior to June 7,
2006, to file their proofs of claim.

Proofs of claim must be sent or hand delivered on or before the
March 5 Claims Bar Date to:

      The Clerk of the U.S. Bankruptcy Court
      Western District of Louisiana
      300 Fannin Street, Suite 2201
      Shreveport, Louisiana 71101

Headquartered in Lafayette, Louisiana, Communications Corporation
of America is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  Taylor, Porter, Brooks & Phillips LLP serves
as counsel to the Official Committee of Unsecured Creditors.  When
Communications Corporation and its debtor-affiliates filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


CONSTELLATION BRANDS: Third Quarter 2006 Net Sales Up 18%
---------------------------------------------------------
Constellation Brands Inc. reported record net sales of
$1.5 billion for the quarter ended Nov. 30, 2006.  Net sales were
up 18% over prior year, primarily due to the June 5, 2006
acquisition of Vincor International Inc., and from growth in the
base business.  

Branded business net sales grew 18%.  This increase was due to the
addition of Vincor and four percent growth for branded business
organic net sales on a constant currency basis.

"Strong imported beer performance, growth from branded wine in
North America, and the addition of Vincor generated solid results
for the quarter," said Richard Sands, Constellation Brands
chairman and chief executive officer.

"We continue to be very optimistic about our portfolio's long-term
growth potential, although our third quarter results reflect
ongoing softness in our U.K. branded wine business as very
challenging market conditions persist."

Branded wine net sales growth reflects the addition of Vincor and
a one percent decrease in branded wine organic net sales on a
constant currency basis.  Organic growth of branded wine for North
America was more than offset by a decrease in Europe.

Net sales of branded wine for North America increased 29 percent
due to the Vincor acquisition and four percent growth in the base
business.  Branded wine net sales for Australia/New Zealand
increased nine percent due to Vincor and a decrease of two percent
in the base business.  Net sales of branded wine for Europe
increased four percent reflecting the addition of Vincor and a
decrease of nine percent in the base business.

The decrease in Europe was primarily in the U.K., reflecting lower
volumes and the impact of the large retailers benefiting from a
highly competitive environment, particularly given the
availability of low cost bulk Australian wine.  

Additionally, competitive conditions have not allowed the annual
U.K. duty increase to be passed on to retailers.  The company
believes this situation is unlikely to change in the near term,
and Constellation continues to focus on increasing its operating
efficiencies in this intensely competitive market.

There are signs that the industry could see a firming of the
Australian bulk wine market.  In Australia, ongoing drought and
late spring frost could reduce the wine grape harvest by
approximately 15 to 25% in 2007 according to industry projections,
versus the large 2006 harvest.  The effects of ongoing drought
conditions may also impact the size of the 2008 harvest.  
Significant reductions in the 2007 and 2008 harvests could impact
the oversupply and may result in firming prices for Australian
bulk wine.

Organic net sales for wholesale and other increased six percent on
a constant currency basis, primarily from growth in the company's
U.K. wholesale business.

The 16% increase in imported beers net sales was primarily due to
volume growth in Constellation's Mexican beer portfolio, which
includes Corona Extra, Corona Light, Pacifico, Modelo Especial and
Negra Modelo, as well as growth in the St. Pauli Girl brand.

"Constellation's imported beer business delivered strong third
quarter growth as consumers continued to trade up in the category,
and both the bottle supply and inventory levels for Corona Extra
and Corona Light improved during the quarter," stated Mr. Sands.

"Crown Imports LLC, the joint venture formed by Constellation
Brands and Grupo Modelo to import and market beer in the United
States and Guam, commenced operations on Jan. 2, 2007, and the
transition to a single importer and marketer is progressing
as planned."

Total spirits net sales increased four percent for third quarter
2007.  Investments behind the company's premium spirits brands
helped drive a six percent increase in branded spirits, while
contract production services decreased seven percent.

"We continue to build our premium spirits portfolio with focus on
our investment brands including Effen Vodka, Cocktails by Jenn and
Ridgemont Reserve 1792 bourbon, and priority growth brands such as
Black Velvet Canadian whisky, Meukow cognac and Chi-Chi's prepared
cocktails," said Mr. Sands.

"We continue to harvest opportunities from our existing portfolio,
new product development, strategic partnerships and acquisitions,"
explained Mr. Sands.

"We are evaluating strategic options to address challenges in the
U.K. market and strengthen our long-term position, while we
maintain our focus on improving efficiency. Our commitment to
improving upon Constellation's leadership position in beverage
alcohol and creating shareholder value, while increasing our
return on invested capital, is unwavering.  Opportunities such as
our acquisition of Vincor expand and complement Constellation's
portfolio breadth and geographic and distribution scale, and we
are pleased with the performance of the Vincor brands, as well as
with the seamless integration of Vincor operations into
Constellation's international footprint.  Additionally, we are
encouraged and optimistic about the growth potential for our Crown
Imports beer joint venture in fiscal 2008 and beyond.  We believe
there continue to be opportunities to harvest additional long-term
growth and value creation," concluded Mr. Sands.

                   About Constellation Brands

Constellation Brands, Inc. (NYSE:STZ, ASX:CBR) --
http://www.cbrands.com/-- is an international producer and    
marketer of beverage alcohol brands with a broad portfolio
across the wine, spirits and imported beer categories.  Well-
known brands in Constellation's portfolio include: Almaden,
Arbor Mist, Vendange, Woodbridge by Robert Mondavi, Hardys,
Goundrey, Nobilo, Kim Crawford, Alice White, Ruffino, Kumala,
Robert Mondavi Private Selection, Rex Goliath, Toasted Head,
Blackstone, Ravenswood, Estancia, Franciscan Oakville Estate,
Inniskillin, Jackson-Triggs, Simi, Robert Mondavi Winery,
Stowells, Blackthorn, Black Velvet, Mr. Boston, Fleischmann's,
Paul Masson Grande Amber Brandy, Chi-Chi's, 99 Schnapps,
Ridgemont Reserve 1792, Effen Vodka, Corona Extra, Corona Light,
Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl,
Tsingtao.   The company has operations in Australia, Japan and
New Zealand

                          *     *     *

Moody's Investors Service assigned a Ba2 rating to Constellation
Brands Inc.'s new $3.5 billion secured credit facility, which
replaced its $2.9 billion secured credit facility.  The ratings
outlook was placed at negative.


DAIMLERCHRYSLER: Sells Aviation Unit to ATON Group Subsidiary
-------------------------------------------------------------
DaimlerChrysler AG has sold its Stuttgart-based 100% subsidiary
DaimlerChrysler Aviation GmbH to a subsidiary of ATON GmbH in
Fulda, Germany.

The transaction is subject to the approval of the relevant
antitrust and aviation authorities and is expected to be completed
in the first quarter of 2007.  The parties have agreed to keep the
purchase price confidential.

The sale is part of the measures currently being taken to increase
efficiency and optimize the Group's portfolio with the goal of
improving the return on net assets.

DaimlerChrysler Aviation GmbH primarily provides tailored air-
transport services to business travelers and currently employs
approximately 200 persons.  In 2006, DCA generated revenues with
companies of the DaimlerChrysler Group and third parties of
approximately
EUR65 million.

ATON GmbH makes long-term investments in innovative companies in
the future-oriented fields of raw materials, services and applied
technology.

                       About DaimlerChrysler

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

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

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

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


DELPHI CORP: PwC's Scope Expanded to Help Plan Due Diligence Work
-----------------------------------------------------------------
At Delphi Corp. and its debtor-affiliates' request, the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorizes the expansion of the scope of
PricewaterhouseCoopers LLP's services to help facilitate the
Debtors' plan of reorganization due diligence process, nunc pro
tunc to Dec. 15, 2006.

PwC's additional services will include, but will not be limited
to:

   -- holding discussions with certain of the Debtors' officers,
      employees and outside consultants;

   -- performing financial analysis of the Debtors' historical
      results and trends;

   -- commenting on projected financial information prepared by
      management; and

   -- performing certain other procedures.

Subject to a work plan to be authorized by the Debtors, PwC will:

   -- obtain an understanding of the company's accounting
      policies and how those policies impact reported results,
      and assess the overall adequacy of the company's compliance
      with Sarbanes-Oxley rules and reporting responsibilities;

   -- obtain an understanding of the status of significant
      "investigations" into the company's financial reporting and
      its current estimate, if any, of the range of the potential
      effects to its reported earnings;

   -- understand significant joint-venture agreements and how
      their accounting treatment impacts reported EBITDA and cash
      flow;

   -- summarize the key financial aspects of transactions and
      agreements between the company and General Motors;

   -- perform appropriate due diligence procedures on these
      subject areas:

         * Quality Of Earnings/Cash Flow,
         * Operating Division Analysis & Corporate Headquarters,
         * 2007 To 2012 Business Plan,
         * Balance Sheet,
         * Tax Due Diligence, and
         * Employee Benefits Due Diligence.

PwC estimates that its fees for the additional services will
range from $3,500,000 to $5,500,000.  If PwC's fees will exceed
the estimates, it promises to inform the Debtors immediately and
not undertake any additional work.

The Debtors will continue to pay PwC its standard hourly rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Partner & Managing Director         $775 to $900
      Director                            $515 to $600
      Manager                             $390 to $450
      Senior                              $325 to $375
      Associate                           $290 to $325
      Administration                      $100 to $150

The Debtors and PwC also agree on certain dispute resolution
processes:

   (a) Any controversy or claim in connection with the PwC
       Supplemental Retention Application or the Statement Of
       Work will be brought in the Bankruptcy Court or the United
       States District Court for the Southern District of New
       York if the District Court withdraws the reference;

   (b) They consent to the jurisdiction and venue of the
       Bankruptcy Court as the sole and exclusive forum for the
       resolution of claims, causes of actions or lawsuits;

   (c) They waive trial by jury;

   (d) If the Bankruptcy Court or the District Court does not
       have jurisdiction over the subject claims and
       controversies, they will submit first to non-binding
       mediation; and, if mediation is not successful, then to
       binding arbitration, in accordance with the dispute
       resolution procedures;

   (e) Judgment on any arbitration award may be entered in any
       court having proper jurisdiction; and

   (f) PwC will not assert any defense based on jurisdiction,
       venue, abstention or otherwise to the jurisdiction and
       venue of the Bankruptcy Court or the District Court to
       hear any controversy or claims in connection with the PwC
       Supplemental Retention Application and the services it
       provides.

Colin Wittmer, a partner at PwC, assures the Court that his firm
does not represent any interest adverse to the Debtors and their
estates, and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Wittmer adds that PwC professionals providing the additional
services will not have any access to the team members, working
papers, or reports of any PwC professional engaged in the
Debtors' Chapter 11 cases without prior consent.

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Mayer Brown's Scope Expanded Adding F&A Services
-------------------------------------------------------------
Delphi Corp. and its debtor-affiliates obtained authority from the
Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to expand the responsibilities of
Mayer, Brown, Rowe & Maw LLP, to include services in connection
with a financial and accounting outsourcing services contract,
nunc pro tunc to July 1, 2006.

The consummation of the F&A Project will enable the Debtors to
outsource to a third-party service provider certain of their
functions, like accounts payable and receivable, fixed assets
accounting, general ledger, travel and expense processing and
contract administration, on a global basis, according to John D.
Sheehan, the company's vice president and chief restructuring
officer.

Mayer Brown's additional services will include:

   (a) drafting, revising, and editing a form of outsourcing
       agreement appropriate for the applicable business
       processing services;

   (b) negotiating specific business process outsourcing
       agreements with third-party bidders to:

          -- obtain commitments to provide a defined scope of
             services at agreed-upon levels of service quality
             and agreed pricing;

          -- provide for ongoing improvement and change in the
             Debtors' needs and available technology;

          -- establish a framework for governing the outsourcing
             relationship; and

          -- allocate legal and business risks associated with
             the services arrangement; and

   (c) assisting the Debtors in selecting a finalist from the
       bidding process and finalizing the documentation to be
       entered into by the Debtors with the selected service
       provider.

The Debtors expect Mayer Brown professionals Paul Roy, Brad
Peterson, Paul Chandler, Sonia Baldia, Greg Manter, and Kristina
Herrmann to lead in providing the additional services.

Mayer Brown has agreed to discount its rates by:

   -- 5% for the first $400,000 of fees with respect to each of
      the application development management and network
      infrastructure phases of the project;

   -- 5% for the first $500,000 of fees with respect to the F&A
      Project; and

   -- 10% for the portion of its fees for each portion of the
      engagement that exceeds the threshold.

The Debtors will also reimburse Mayer Brown for its necessary
out-of-pocket expenses.

Paul J.N. Roy, member of Mayer, Brown, Rowe & Maw, LLP, assures
the Court that his firm does not hold an interest adverse to the
Debtors and their estates, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Cerberus May Back Out of $3.4 Billion Investment
-------------------------------------------------------------
Cerberus Capital Management LP may back out of its planned
$3.4 billion investment in Delphi Corp. due to the United Auto
Workers union's resistance to pay cuts, Bloomberg reported.

Cerberus also disagreed with the union regarding wages and
benefits, pay increases, severance pay, and factories and jobs to
remain, Bloomberg added.

As reported in the Troubled Company Reporter on Jan. 17, 2007,
the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave Delphi Corp. and its debtor-
affiliates authority to enter into an equity purchase commitment
agreement and a plan framework support agreement with their plan
investors.

The Plan Investors are:

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

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

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

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

   -- UBS Securities LLC.

The deal, however, is dependent upon Delphi reaching an agreement
with its unions, TCR reported on Jan. 26, 2007.  The investors and
Delphi have the right to end the deal by Jan. 31, 2007, if the
company fails to reach a pact with its unions and a parts supply
deal with General Motors Corp.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.


DELPHI CORP: Inks Sale Agreement with Harco for Brake Hose Biz
--------------------------------------------------------------
Delphi Corporation has entered into an asset sale and purchase
agreement with Harco Manufacturing Group, LLC for the sale of its
brake hose business.  Pursuant to the procedures outlined in the
Bankruptcy Code, the company filed a motion with the U.S.
Bankruptcy Court for the Southern District of New York to request
a bidding procedures hearing on Feb. 15, 2007.

Following the completion of the bidding procedure process, a final
sale hearing is anticipated to be set for March 22, 2007.  The
final sale of the Delphi Brake Hose business is subject to the
approval of the U.S. Bankruptcy Court, and waiver of any "no sale"
clause in any agreements between Delphi and the Steel Workers of
America, Local 87L, AFL-CIO/CLC.

As outlined in the court filing, the asset sale and purchase
agreement between Delphi and Harco includes:

   * Machinery and equipment;
   * Intellectual property; and
   * Assignment and assumption of certain customer contracts.

The sale agreement does not include any real estate/production
facility or the transfer of the Delphi workforce to Harco.  Under
a manufacturing services agreement, Delphi would continue to
produce brake hose products for a maximum of 12 months or until
such earlier time as the transition of the business line is
completed.

A full-text copy of the Asset Sale and Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?1928

Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ)
-- http://www.delphi.com/-- is the single largest global supplier  
of vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million  vehicles on the road worldwide.  The Company filed for
chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case
No. 05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq.,
and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Robert
J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.


DELTA AIR: Creditor Group Wants Improved US Airways Bid Evaluated
-----------------------------------------------------------------
The Unofficial Committee of Unsecured Claimholders of Delta Air
Lines, Inc., urged the Official Creditors' Committee to carefully
consider the meaningfully improved proposal by US Airways Group,
Inc., to merge with Delta and commit an open process that would
allow a full exploration of strategic alternatives.

The Unofficial Committee believes it is essential that creditors
be given a chance to decide whether to pursue a standalone
reorganization plan or a viable alternative means of maximizing
value.  The US Airways bid is a viable alternative that should be
explored.

The Unofficial Committee believes this proposal provides a
superior recovery for creditors compared to what they would
receive under Delta's standalone Chapter 11 plan.  Investors have
also concluded the US Airways offer is economically superior, as
evidenced by their pricing of Delta bonds in recent weeks, as well
as on Jan. 29, 2007, in response to press reports about the
improved merger proposal.

As the largest organized group of unsecured claimholders of Delta,
the Unofficial Committee members are vitally concerned that
creditor recoveries be maximized.  Other creditors agree -- since
Thursday, numerous holders of Delta claims have contacted the
Unofficial Committee to register their support for its position.

While there are risks inherent in any transaction, these risks
have been minimized under the terms of the latest proposal by US
Airways.  The Official Creditors' Committee should urge Delta
management to:

   * Provide reasonable and customary access for US Airways to
     perform its due diligence in a manner consistent with similar
     transactions.

   * Fully cooperate with US Airways to make the required filings
     under HSR.

   * Agree to a 30-day continuance of the disclosure statement
     hearing to allow for due diligence.

Given the magnitude of creditor support for a complete evaluation
of the US Airways proposal, the Official Creditors' Committee
should take these reasonable steps so that creditors may have an
opportunity to decide for themselves whether they prefer a merger
alternative or standalone reorganization.

The Unofficial Committee's financial advisor is Jefferies &
Company, Inc., and its legal counsel is Paul, Weiss, Rifkind,
Wharton & Garrison LLP.

                         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.

                       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.


DRYDEN XVI: Moody's Assigns Ba2 Rating on $17.5 Mil. Class D Notes
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Dryden XVI-Leveraged Loan CDO 2006:

   -- Aaa to $375,000,000 Class A-1 Senior Secured Floating Rate
      Notes Due Oct. 20, 2020;

   -- Aa2 to $20,000,000 Class A-2 Senior Secured Floating Rate
      Notes Due Oct. 20, 2020;

   -- A2 to $32,500,000 Class B Mezzanine Secured Deferrable
      Floating Rate Notes Due Oct. 20, 2020;

   -- Baa2 to $16,250,000 Class C Mezzanine Secured Deferrable
      Floating Rate Notes Due Oct. 20, 2020 and

   -- Ba2 to $17,500,000 Class D Mezzanine Secured Deferrable
      Floating Rate Notes Due Oct. 20, 2020.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting mainly of senior secured
loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Pramerica Investment Management will manage the selection,
acquisition and disposition of collateral on behalf of the issuer.


DURA AUTOMOTIVE: Judge Carey Okays Kramer Levin as Panel's Counsel
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors in Dura Automotive Systems Inc. and its
debtor-affiliates' chapter 11 cases to retain Kramer Levin
Naftalis & Frankel LLP as its counsel, effective as of Nov. 7,
2006.

As reported in the Troubled Company Reporter on Jan. 9, 2007, in
addition to acting as primary spokesman for the Committee, Kramer
Framer Levin's services will include, without limitation,
assisting, advising and representing the Committee with respect
to these matters:

    a. The administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs including
       all issues in connection with the Debtors, the Committee
       or the Chapter 11 cases;

    b. The preparation on behalf of the Committee of necessary
       applications, motions, memoranda, orders, reports and
       other legal papers;

    c. Appearances in Court and at statutory meetings of
       creditors to represent the interests of the Committee;

    d. The negotiation, formulation, drafting and confirmation of
       a plan or plans of reorganization and matters related
       thereto;

    e. The investigation, if any, as the Committee may desire
       concerning, among other things, the assets, liabilities,
       financial condition, sale of any of the Debtors'
       businesses, and operating issues concerning the Debtors
       that may be relevant to the Chapter 11 Cases;

    f. Communications with the Committee's constituents and
       others at the direction of the Committee in furtherance of
       its responsibilities, including, but not limited to,
       communications required under Section 1102 of the
       Bankruptcy Code; and

    g. The performance of all of the Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules
       and the performance of  other services as are in the
       interests of those represented by the Committee.

Kramer Levin will be paid on an hourly basis based on its
customary rates:

          Professional                    Hourly Rate
          ------------                    -----------
          Partners                       $500 to $795
          Counsel                        $505 to $855
          Associates                     $295 to $545
          Legal Assistants               $190 to $220

Kramer Levin will also seek reimbursement of out-of-pocket
expenses.  The firm regularly charges its clients for the
expenses and disbursements incurred in connection with the
client's case, including, inter alia, word processing,
secretarial time, telecommunications, photocopying, postage and
package delivery charges, court fees, transcript costs, travel
expenses, expenses for "working meals" and computer-aided
research.

Thomas Moers Mayer, Esq., a member at Kramer Levin, assured the
Court that:

   (i) the firm is a "disinterested person" within the meaning of
       Section 101(14) of the Bankruptcy Code;

  (ii) neither Kramer Levin nor its professionals have any
       connection with the Debtors, the creditors or any other
       party-in-interest; and

(iii) Kramer Levin does not hold or represent any interest
       adverse to the Committee in the matters for which it is to
       be retained.

                 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: Chanin Capital OK'd as Panel's Financial Advisor
-----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors to retain Chanin Capital Partners as its
financial advisors, nunc pro tunc Nov. 10, 2006, in Dura
Automotive Systems Inc. and its debtor-affiliates' chapter 11
cases.

As reported in the Troubled Company Reporter on Jan. 9, 2007, the
Committee needs Chanin Capital's assistance in collecting and
analyzing financial and other information in relation to the
Debtors' Chapter 11 cases.  

The Committee expects the firm to:

   (a) analyze and evaluate the liquidity position, assets and
       liabilities, and financial condition of the Debtors;

   (b) review and analyze the Debtors' financial and operating
       statement;

   (c) review and analyze the Company's business and financial
       projections;

   (d) evaluate the Company's debt capacity in light of its
       projected cash flows;

   (e) assist in the determination of an appropriate capital
       structure for the Company;

   (f) determine a theoretical range of values for the Company on
       a going concern basis;

   (g) assist the Committee in identifying and evaluating
       candidates for the potential acquisition of certain assets
       of the Company;

   (h) analyze proposed sales of assets of the Debtors, the terms
       and options and related issues, including available
       strategic alternatives;

   (i) review, analyze and monitor the Debtor-In-Possession
       financing and other financing alternatives;

   (j) advise the Committee on tactics and strategies for
       negotiating with the Company and other purported
       stakeholders;

   (k) determine a theoretical range of values for any securities
       to be issued or distributed in connection with the Chapter
       11 case, including without limitation any securities to be
       distributed under a plan;

   (l) advise and assist the Committee in the review and analysis
       of the Debtors' business plan;

   (m) advise and assist the Committee in the review of all
       plans;

   (n) assist with a review of the Debtors' short-term cash
       management procedures and monitoring of cash flow;

   (o) assist with a review of the Debtors' employee benefit
       programs;

   (p) assist and advise the Committee with respect to the
       Debtors' management of their supply chain, including
       critical and foreign vendors;

   (q) assist with a review of the Debtors' performance of
       cost/benefit evaluations with respect to the affirmation
       or rejection of various executory contracts involving
       vendors and customers;

   (r) assist in the evaluation of the Debtors' operations and
       identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

   (s) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan;

   (t) assist in the review of potential claims levels and the
       Debtors' reconciliation process;

   (u) assist with various tax matters;

   (v) provide testimony in any proceeding before the Court; and

   (w) provide the Committee with other appropriate general
       restructuring advice.

Chanin Capital will be paid $150,000 per month and will be
reimbursed for expenses incurred in connection with the
engagement.  A $1,500,000 transaction fee will also be paid to
the firm on the effective date of a plan of reorganization.

Brent Williams, managing director at Chanin Capital, disclosed
that the firm represents certain Committee members or parties-
in-interest in the Debtors' Chapter 11 cases.  Chanin Capital,
however, has not identified any material relationships with any
party that would otherwise affect its judgment or ability to
perform services for the Committee.  

Chanin Capital assured the Court that it has not and will not
provide any professional services to the Debtors, any of the
creditors, other parties-in-interest with regard to any matter
related to the Debtors' Chapter 11 cases.

Mr. Williams attestd that Chanin Capital is a "disinterested
person," as that term is defined in Section 101(14) 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).


EARTHSHELL CORP: Organizational Meeting Scheduled on January 31
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Earthshell Corporation's chapter 11 case on
Jan. 31, 2007, 11 a.m., at Room 2112, J. Caleb Boggs Federal
Building, 844 North King Street, in Wilmington, Del.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not a meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Based in Lutherville, Maryland, Earthshell Corporation --
http://www.earthshell.com/-- is engaged in the commercialization
of composite material technology for the manufacture of
foodservice disposable packaging.  The company filed for chapter
11 protection on January 19, 2007 (Bankr. D. Del. Case No. 07-
10086).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht, &
Tunnell, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$16,173 in total assets, and $11,865,460 in total liabilities.


EARTHSHELL CORPORATION: Auction for Assets Scheduled on March 7
---------------------------------------------------------------
EarthShell Corp. obtained approval form the U.S. Bankruptcy Court
for the District of Delaware to sell its assets at an auction for
at least $1 million, The Associated Press reports.  The auction is
set for March 7.

According to documents filed with the Court, the stalking horse
bidder is a subsidiary of Renewable Products Inc., on of the
Debtor's sub-licensees.  Pursuant to an agreement, RPI is entitled
to a $300,000 break up fee.

AP relates that the assets up for sale in all of EarthShell's
remaining inventory, equipment, intellectual property and certain
contracts, records and licenses.

Initial bids are due on March 2 with an accompanying $300,000
good-faith deposit.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology   
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,173 and total debts of $11,865,460.


EDDIE BAUER: 4th Qtr. Ended Dec. 30, 2006 Net Sales Up by $4 Mil.
-----------------------------------------------------------------
Eddie Bauer Holdings Inc. has reported its preliminary sales
results for the fourth quarter and full year 2006.

For the fourth quarter ended Dec. 30, 2006, net merchandise sales
totaled $365 million, compared to $361 million in the fourth
quarter of 2005.  

Net merchandise sales include sales from the Company's retail and
outlet stores and its direct channel, which includes its catalogs
and websites, but does not include licensing revenue or revenue
generated by the Company's joint ventures.  Comparable store sales
for the fourth quarter of 2006 increased 4.6% from the fourth
quarter of 2005.  Comparable store sales in the fourth quarter of
2005 had declined 7.1% from the same period in 2004.  Sales from
the Company's direct channel, which includes sales from its
catalogs and websites, increased by 0.1% from the fourth quarter
of 2005.

For the fiscal year ended Dec. 30, 2006, net merchandise sales
declined 4.5%, totaling $957 million in 2006 compared to
$1,002 million in fiscal 2005.  Comparable store sales for fiscal
2006 declined 2.0% from fiscal 2005, which compares to a 2.2%
decrease in comparable store sales in fiscal 2005 from fiscal
2004. Sales from the Company's direct channel, which includes
sales from its catalogs and websites, decreased by 4.4% from
fiscal 2005.

On Nov. 13, 2006, the Company reported that it had entered into a
definitive agreement for the sale of Eddie Bauer to Eddie B
Holding Corp., an affiliate of Sun Capital Partners and Golden
Gate Capital, for $9.25 per share in cash.  

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

"Our fourth quarter sales results were moderately below our
expectations.  Our Board of Directors continues to unanimously
believe that the sale to Sun Capital and Golden Gate represents
the best opportunity to maximize stockholder value.  The
transaction will provide stockholders with fair and certain value
as well as an immediate cash return," said William End, Chairman
of the Board of Directors of Eddie Bauer.

In connection with the proposed merger and related transactions,
Eddie Bauer has filed a definitive proxy statement with the
Securities and Exchange Commission.

                About Eddie Bauer Holdings Inc.

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

                           *     *     *

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


ENCORE ACQUISITION: Anadarko Deal Cues S&P to Hold BB Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Encore Acquisition Co.

The outlook is negative.

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

The affirmation follows Encore's report of its $410 million cash
acquisition of oil- and gas-producing properties in the Williston
Basin of Montana and North Dakota from Anadarko Petroleum Corp.
Combined with the Big Horn acquisition from Anadarko a week
earlier, the transactions add about 41 million barrels of oil
equivalent of proved developed reserves to Encore at a price of
$810 million.

Standard & Poor's views the acquisitions as solidly fitting
Encore's operating strengths and regional focus.  The cost of
$20 per proved boe is high, and the purchase price raises debt
leverage to about $6 per boe, which is very high relative to
similarly rated peers.

"The affirmation incorporates our assessment that the operational
benefits of the acquisitions, coupled with the company's
commitment to reduce debt in the near term, are sufficient to
mitigate the substantial immediate increase in leverage," said
Standard & Poor's credit analyst Ben Tsocanos.

The ratings on Encore reflect a weak business risk profile,
incorporating participation in the competitive,
capital-intensive, and highly cyclical oil and gas industry, as
well as an aggressive financial risk profile.  The aggressive
financial profile derives in part from high pro forma leverage
resulting from an acquisitive growth strategy and an ambitious
capital spending program.

The negative outlook reflects the considerable increase in
financial leverage incurred to pursue acquisitions.  Failure to
use asset sale and equity proceeds to reduce debt aggressively
will likely result in lower ratings.

Conversely, a more moderate capital structure, coupled with
successful integration of the acquired properties, could lead to
ratings stability.


FIAT SPA: S&P Holds Low-B Long & Short Term Corp. Credit Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Italian
industrial group Fiat SpA to positive from stable.

At the same time, the 'BB' long-term and 'B' short-term corporate
credit ratings on Fiat were affirmed.

"The outlook revision reflects Fiat's improved trading margin and
cash generation, and significantly reduced debt," said
Standard & Poor's credit analyst Barbara Castellano.

Fiat's financial profile has constantly improved over the past 18
months.  The group's main subsidiaries Fiat Auto SpA, Iveco SpA,
and CNH Global N.V. all achieved better operating
performances in 2006 than in 2005.

As a result, Fiat's trading profit was EUR1.95 billion, with a
relevant contribution from the auto sector, equal to
EUR441 million.

Fiat also achieved a 7.6% market share in Western Europe, compared
with 6.5% in 2005.  In addition, operating results for the auto
division turned to positive outside of Brazil for the first time
in the last quarter of 2006.

Standard & Poor's expects this trend to continue in the coming
quarters.  In 2006, CNH reported a slightly higher trading profit
of 7.0% compared with 6.8%& in 2005, while Iveco delivered a
6.0% trading profit, up from 3.9% the previous year.

Standard & Poor's expects both companies to achieve better results
in 2007 as a consequence of the group's recently disclosed
restructuring efforts.

The ratings on Fiat could be raised if the group confirms in the
next few months that its improved trading margin and cash
generation are sustainable.

Standard & Poor's will also look closely at the launch of the
group's new Fiat Bravo car.  Standard & Poor's considers the
launch of an additional, large-volume, and profitable car to be
important for the group.

The outlook could be revised back to stable if Fiat does not
sustain its improved financial results and if there is evidence
that the new Fiat Bravo is not going to be able to meet the yearly
targets given by the group.


FORD MOTOR: U.S. Market Rank May Fall by Two Notches, Mulally Says
------------------------------------------------------------------
Ford Motor Co. may fall from second to fourth place this year in
the American market, behind General Motors Corp., Toyota Motor
Corp., and DaimlerChrysler AG, Micheline Maynard of The New York
Times reports, citing Alan R. Mulally, the company's president and
chief executive.

Mr. Mulally's forecast of a much smaller Ford follows the release
of the automaker's preliminary financial results for the year and
quarter ended Dec. 31, 2006.

In its financial report, Ford posted $12.75 billion in losses
against $160.1 billion in revenues for the full year 2006,
compared with $1.4 billion in net profit against $176.9 billion in
revenues for 2005.

Ford also posted $5.76 billion in net loss against $40.3 billion
in revenues for the fourth quarter of 2006, compared with
$74 million in net loss against $46.3 billion in revenues for the
same period in 2005.

Full-text copies of Ford Motor Co.'s 2006 results are available at
no charge at: http://researcharchives.com/t/s?190d

Commenting on the results, Mr. Mulally said, "we began aggressive
actions in 2006 to restructure our automotive business so we can
operate profitably at lower volumes and with a product mix that
better reflects consumer demand for smaller, more fuel efficient
vehicles.  We fully recognize our business reality and are dealing
with it.  We have a plan and we are on track to deliver."

                          Deep Trouble

Analysts, however, are skeptical that Ford's products are strong
enough to turn the company around, AFX News relays.

"There is no question that Ford is in deep trouble -- probably the
worst trouble they have been in since the Depression," Gerald
Meyers, a University of Michigan business professor and former
chief executive of American Motors Corp, told Bloomberg News.  "It
is going to be a while before it gets out."

"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 losses are likely to have huge impact on its Credit-default
swaps -- financial instruments based on bonds and loans that are
used to speculate on a company's ability to repay debt, Mark
Altherr, a Credit Suisse Group analyst in New York, said.

Credit-default swap prices for Ford debt will continue to tighten
"unless there are big negative surprises to the downside, in this
market," Mr. Altherr stressed.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (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.


FORD MOTOR: Loss Wasn't A Surprise, Says UAW President
------------------------------------------------------
United Auto Workers president Ron Gettelfinger said Monday that
Ford Motor Co.'s loss didn't come as a surprise, Bryce G. Hoffman
of The Detroit News reports.

As reported in the Troubled Company Reporter on Jan. 26, 2007,
Ford released preliminary financial results disclosing
$12.75 billion in losses for the full year 2006 compared to a
$1.4 billion net profit in 2005.

Detroit News further reports that speaking to Detroit radio
station WJR, Mr. Gettelfinger said that he knew Ford was "headed
down a bad road" after reviewing the company's books a year ago.

"That's why we made the movement that we did on healthcare,"
Detroit New quotes Mr. Gettelfinger, referring to an agreement
between the company and UAW to cut some retiree healthcare
benefits.  However, he added that Ford "is in a pretty strong
position right now. They've got financing behind them.  We're
looking forward to them pulling this thing out."

Detroit News further reports that the union is currently in talks
with the company regarding its planned bonuses for white-collar
employees.

"We have discussed the fact that we would be making concessions
and (salaried workers) would be getting bonuses.  The discussions
that we have with the corporation are between us and them."  
Detroit News relates quoting Mr. Gettelfinger.

Headquartered in Dearborn, Michigan, Ford Motor Co. (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.


FR BRAND: S&P Junks Rating on Proposed $350 Million 2nd Lien Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to FR Brand Acquisition Corp.

The outlook is negative.

Standard & Poor's also assigned its 'B' rating and '2' recovery
rating to FR Brand's proposed $680 million first-lien bank
facilities, and its 'CCC+' rating and '5' recovery rating to the
proposed $350 million second-lien bank facilities.

The corporate credit rating on scaffolding services provider Brand
Services Inc. was affirmed at 'B' based on the expectation that
the company's debt leverage, following Brand's acquisition by FR
Brand, will return to previous levels over the medium term. At the
same time, the ratings on Brand were removed from CreditWatch with
negative implications, where they were placed on Jan. 17, 2007.  
Pro forma the close of the transaction, the
corporate credit rating on Brand will be removed because the
company will become a wholly owned subsidiary of FR Brand.

Ratings on the 12% $150 million notes due 2012 will also be
withdrawn on the close of the transaction, when the notes will be
removed.

FR Brand, an affiliate of private equity firm First Reserve Corp.,
entered into an agreement to purchase Brand on
Dec. 29, 2006.  It is financing the purchase with a $150 million
revolving credit facility, $530 million of first-lien debt,
$350 million of second-lien debt, and $280 million in equity
from First Reserve.  The $150 million revolver will remain undrawn
as of closing.  At the close of the transaction, based on pro
forma EBITDA for the 12 months ended Sept. 30, 2006, debt to
EBITDA will be about 6.6x and EBITDA interest coverage around
1.6x.  These credit measures are weak for the rating.
     
Pro forma the transaction, Brand will have $892 million in debt,
adjusted for operating leases.

"The ratings on Brand reflect its highly leveraged financial
profile, operations that depend largely on the volatile energy
sector, and customer concentration," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.

"These weaknesses are only partially offset by the company's
position as the largest provider of scaffolding services in North
America, long-term customer relationships, and strong maintenance
component (65%) of its revenues," Ms. Saha-Yannopoulos continued.  

The outlook is negative.

The marginal credit measures make the ratings susceptible to a
downgrade if there are any operational setbacks, if financial
performance deteriorates, or if management is unable to meet
financial targets.  An outlook revision to stable is contingent on
improved credit measures and decreasing leverage.


GC IMPSAT: Moody's Rates Proposed $200 Million Senior Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
GC Impsat Holdings I Plc with a stable outlook.  The rating agency
also assigned a B3 rating to the proposed $200 million senior
unsecured note issuance.  

The proceeds of the notes will be used to fund a portion of the
roughly $367 million of total funding required to consummate the
purchase of Impsat Fiber Networks by Global Crossing, Ltd.

The ratings reflect Impsat's exposure to heavy competition from
large incumbent telecommunications providers in the company's
Latin American territories and the company's relatively weak
financial metrics.

In addition, the ratings reflect the political risks inherent in
operating in Pan-Latin American countries, along with exchange
rate risks. Impsat's revenues may be exposed to adverse movements
of local currencies, while a significant portion of the company's
costs -- such as lease payments for satellite and fiber optic
capacity, purchases of capital equipment, and the debt servicing
costs -- will be denominated in U.S. dollars.  The rating is
supported by Moody's expectations that the company will improve
its operating performance driven by realization of cost synergies
and the ownership by Global Crossing.

Moody's has taken these rating actions:

   * GC Impsat Holdings I Plc

      -- Corporate Family Rating - Assigned B3
      -- $200 million Senior Unsecured Notes - Assigned B3

The outlook is stable.

The stable outlook reflects Moody's expectation that despite the
highly competitive operating environment, the company will improve
its financial profile supported by its contract-based revenues and
the realization of cost synergies with its parent company.

Impsat Fiber Networks, Inc., headquartered in Buenos Aires,
Argentina, is a leading provider of private telecommunications
network and internet services in Latin America.  Global Crossing
provides telecommunications solutions over an integrated global
IP-based network.  The company is based in Bermuda.


GLOBAL GEOPHYSICAL: S&P Holds Junk Rating on Second-Lien Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Global Geophysical Services Inc.'s bank
facilities, after the news that the company will increase the size
of the first-lien loan to $100 million and decrease the second-
lien loan to $30 million.

The outlook on the company remains stable.
    
Pro forma for the change, the first-lien credit facilities will
consist of a $30 million revolving facility due 2013, and a
$70 million first-lien term loan, while the second-lien credit
facility due 2014 will consist of $30 million.  

The first-lien credit facilities are rated 'B', one notch above
the corporate credit rating, with a recovery rating of '1',
indicating Standard & Poor's expectation of full recovery of the
principal in a default scenario.  

The second-lien facility is rated 'CCC' with a '4' recovery
rating, reflecting a 25% to 50% of expected principal recovery.

Standard & Poor's, however, recognizes that the increased first-
lien facility barely qualifies for a recovery rating of '1'.  The
recovery is marginal, indicating that the potential exists for the
second-lien holders to jeopardize the full recovery by the first-
lien holders in a default scenario.

"The outlook on Global is stable, because its current backlog and
favorable industry conditions indicate cash flow improvement for
the company," noted Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.

"However, an aggressive use of debt for growth or the significant
weakening of operating metrics and liquidity (most likely to occur
during a prolonged industry downturn) could adversely affect
ratings," she continued.


GRANT GROVE: Moody's Puts Ba2 Rating on $9 Million Class E Notes
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Grant Grove CLO Ltd.:

   -- Aaa to $50,000,000 Class A-1 Delayed Drawdown Floating Rate
      Notes, Due 2021;

   -- Aaa to $170,500,000 Class A-2 Floating Rate Notes, Due
      2021;

   -- Aa2 to $18,000,000 Class B Floating Rate Notes, Due 2021;

   -- A2 to $15,750,000 Class C Deferrable Floating Rate Notes,
      Due 2021;

   -- Baa2 to $14,250,000 Class D Deferrable Floating Rate Notes,
      Due 2021; and

   -- Ba2 to $9,000,000 Class E Deferrable Floating Rate Notes,
      Due 2021.

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

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

Tall Tree Investment Management, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the issuer.


GREEN VALLEY: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Green Valley Ranch LLC's
corporate family rating and probability of default rating at B2.
At the same time, Moody's lowered the company's senior secured
credit rating to B1 from Ba3.

The rating outlook is stable.

The downgrade in the senior secured ratings follows the upsizing
of Green Valley's proposed first lien term loan to $550 million
from $500 million.  The rating revision reflects the decreased
support the second lien term loan provides to the higher priority
revolver and term loan B facilities as well as the modest
deterioration in the company's loss given default assessment.

Green Valley Ranch Gaming, LLC owns and operates the Green Valley
Ranch Resort Spa Casino in Henderson, Nevada.  The company is
owned by GCR Gaming, LLC and GV Ranch Station, Inc. on a 50/50
basis.  Reported net revenues and EBITDAM for the 12-month period
ended Sep. 30, 2006 were approximately $256 million and
$110 million, respectively.


HEALTH MANAGEMENT: Returns $2.4 Bil. to Shareholders as Dividend
----------------------------------------------------------------
Health Management Associates Inc. recapitalized its balance sheet
to deliver immediate value to its shareholders while enabling them
to participate in the company's future growth.

The recapitalization will reduce HMA's overall cost of capital,
enabling the company to achieve a more optimal capital structure
intended to enhance its enterprise value.  Part of the
recapitalization, HMA will return approximately $2.4 billion to
shareholders through a $10 per share one-time special cash
dividend.
    
The special dividend is payable on March 1, 2007, to shareholders
of record on Feb. 27, 2007, and HMA's common stock will start
trading on the ex-dividend basis beginning on March 2, 2007, in
accordance with New York Stock Exchange listing rules.  

Shareholders who sell their shares prior to or on the payment date
of March 1, 2007, will also be selling their right to receive the
special cash dividend.  Shareholders are advised to contact their
financial advisor before selling their shares.
    
"The recapitalization enables HMA to deliver value to
shareholders," Joseph V. Vumbacco, CEO and Vice Chairman, said.  
"While fulfilling our commitment to invest in our hospitals and
ensuring their ability to provide care to patients and service to
our physicians and communities.  We are capitalizing on current
capital market conditions, which present debt financing options
for strong, well-managed companies.  We believe our plan
represents prudent and efficient use of our balance sheet capacity
that will enable HMA to continue generating sustainable free cash
flow to meet our capital needs and growth objectives."

HMA will recapitalize its balance sheet through $3.25 billion of
new senior secured credit facilities, including the refinancing of
amounts outstanding under the company's current revolving line of
credit.  The $3.25 billion senior secured credit facilities, which
are pre-payable without penalty, consist of a seven-year
$2.75 billion term loan and a $500 million six-year revolving
credit facility, which will be secured by a portion of the
company's assets.  

HMA's $400 million of 6.125% senior notes and $588 million of
convertible subordinated notes will remain outstanding; however,
the 6.125% Senior Notes will be secured pari passu with the senior
credit facility.  Bank of America Securities LLC is acting as
financial advisor to HMA in this transaction.

HMA reached three central conclusions:

   (1) HMA will shift its sources of capital away from equity and
       toward debt.

   (2) HMA will reinforce and strengthen its ability to meet all
       commitments and opportunities to invest capital in
       hospitals and communities.  

   (3) HMA will issue a one-time dividend as a means of returning
       excess capital to the shareholders.

HMA believes the transaction it have chosen will support these
central conclusions and thus benefit its patients, its physicians,
and the communities it serves, well as its shareholders and
employees.

In the fourth quarter of 2006, HMA will record $200 million of bad
debt expense as additional reserve for self-pay receivables.  

HMA will now begin reserving a significant portion of self-pay
accounts as of the date of service consistent with emerging
industry practice in the first quarter of 2007.

HMA will record a $14 million gain in the fourth quarter from
insurance reimbursement related to property damages incurred at
HMA's Biloxi Regional Medical Center as a result of Hurricane
Katrina during the year ended Sept. 30, 2005.
    
HMA is previewing its results from operations for the fourth
quarter ended Dec. 31, 2006, excluding the insurance-related gain
and the bad debt reserve adjustment.

                        Strategic Outlook

"The recapitalization we have chosen to pursue is intended to
enable us to execute every element of HMA's ongoing business
strategy," said Mr. Vumbacco.  "The delivery of high-quality
health care close to home will continue to be the primary focus
for HMA."

In support of the company's operational strategy, its
recapitalized financial position and cash flow will fund ongoing
capital expenditures at its existing hospitals and further growth
opportunities.

The company believes this level of capital spending will continue
to upgrade its hospital facilities and medical equipment to the
most modern standards while allowing the company to service its
debt and deleverage the balance sheet.  

In addition to these investments, HMA will continue to drive
organic growth by further improving physician relations through
collaborative efforts and recruitment so as to expand its
hospitals' breadth of services.  HMA will also continue to
implement proven hospital practices that improve the quality of
care while optimizing resource utilization.
    
HMA anticipates increasing earnings per share in excess of 10% on
an annual basis.  Moreover, the company expects to use its
consistent cash flow generation to repay debt and deleverage over
a reasonable timeframe.  HMA believes these are highly attractive
fundamentals
for investors.

                            About HMA

Health Management Associates Inc. (NYSE: HMA) -- http://www.hma-
corp.com/ or via http://www.streetevents.com/-- owns and operates  
general acute care hospitals communities in the United States.  
Upon completion of the pending transaction to sell the 125-bed
Southwest Regional Medical Center, the 103-bed Summit Medical
Center, and the 76-bed Williamson Memorial Hospital, HMA will
operate 57 hospitals in 14 states with approximately 8,300
licensed beds.
    
                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service assigned a Ba2 rating to the proposed
senior secured credit facilities of Health Management Associates,
Inc.  Moody's also assigned HMA a Corporate Family Rating of Ba3.  
The outlook for the ratings is stable.

Standard & Poor's Ratings Services lowered its ratings on Naples,
Florida-based Health Management Associates Inc.

The corporate credit rating was lowered to 'B+' from 'BBB', and
the rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to HMA's proposed $3.25 billion senior secured bank
facilities, consisting of a $500 million revolving credit due 2013
and a $2.75 billion term loan B due 2014.  The facilities are
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, the rating on the company's $400 million senior
unsecured notes due 2016 was lowered to 'B+' from 'BBB'.  These
notes will become secured by the same collateral as the bank
facility on an equal and ratable basis; therefore,
Standard & Poor's also assigned them a recovery rating of '3'.

Fitch Ratings has downgraded Health Management Associates, Inc.'s
Issuer Default Rating to 'BB-' from 'BBB+'; its Newly secured
senior notes to 'BB' from 'BBB+'; and, its Subordinated
convertible notes to 'B+' from 'BBB'.

Fitch has also assigned a 'BB' to HMA's new senior secured bank
facility and simultaneously withdrawn the unsecured 'BBB+'
existing bank facility.

The Rating Outlook is Stable.


HOLLINGER INC: Receiver Appeals Ravelston Charges by U.S. Attorney
------------------------------------------------------------------
The Ontario Superior Court of Justice commenced a hearing into a
motion brought by RSM Richter Inc. in its capacity as Receiver of
The Ravelston Corporation Limited and its debtor-affiliates on
Jan. 25, 2007, whereby the Receiver seeks, among other things,
approval of a plea agreement negotiated with the U.S. Attorney's
office in respect of indictments laid in the United States against
Ravelston.  The motion is supported by Hollinger Inc. and Sun-
Times and is opposed by Conrad Black Capital Corporation, Peter G.
White and Peter G. White Management Limited.

On Jan. 22, 2007, Hollinger and its wholly owned subsidiary
Domgroup Ltd. served a motion in the insolvency proceedings
regarding The Ravelston Entities.  In the motion, Hollinger and
Domgroup seek an order confirming the secured obligations owed by
Ravelston to the company and Domgroup and declaring that the
applicable security agreements are valid, perfected and
enforceable in accordance with their terms.  Sun-Times Media
Group, Inc. has advised that it intends to bring a motion to stay
the motion.  In the motion, Hollinger and Domgroup claim that the
secured obligations owing by Ravelston total more than
$25,000,000.

The Board of Directors of Hollinger has set Monday, May 7, 2007,
as the date of the company's Annual Meeting of shareholders.  The
time and location of the meeting will be announced in due course.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately  
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.  
Hollinger also owns a portfolio of commercial real estate in
Canada.

                        Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid
       and to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

On April 20, 2005, the Court issued two orders by which the
Ravelston Corporation Limited and Ravelston Management Inc. were:
(i) placed in receivership pursuant to the Bankruptcy & Insolvency
Act (Canada) and the Courts of Justice Act (Ontario); and (ii)
granted protection pursuant to the Companies' Creditors
Arrangement Act (Canada).


HSI ASSET: Fitch Rates $1.3 Million Class B-5 Certificates at B
---------------------------------------------------------------
HSI Asset Loan Obligation Trust 2007-AR1, which closes on
Jan. 26, 2007, is rated by Fitch Ratings:

   --$414.6 million classes I-A-1, II-A-1, II-A-2, III-A-1, III-
     A-2, IV-A-1, and IV-A-2 'AAA';

   --$9.8 million class B-1 'AA';

   --$3.3 million classes B-2 'A';

   --$2.4 million class B-3 'BBB';

   --$1.7 million class B-4 'BB';

   --$1.3 million class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 4.50%
total credit enhancement provided by the 2.25% class B-1, 0.75%
class B-2, 0.55% class B-3, 0.40% privately offered class B-4,
0.30% privately offered class B-5, and 0.25% privately offered
class B-6.  The ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of American Home Mortgage Servicing, Inc.,
Countrywide Home Loans Servicing LP, HSBC Mortgage Corporation,
Residential Funding Company, LLC and SunTrust Mortgage, Inc. as
servicers and CitiMortgage, Inc. as Master servicer.  Deutsche
Bank National Trust Company is the trustee.

As of the statistical cut-off date, the collateral pool consists
of 844 adjustable-rate loans and totals $434,092,081.
Approximately 10.25% are adjustable-rate and 89.75% are
interest-only rate mortgage loans.  The weighted average original
loan-to-value ratio is 72.31%.  The average outstanding principal
balance is approximately $514,327, the weighted average coupon is
6.455% and the weighted average remaining term to maturity is
355 months.  The weighted average credit score is 734.  The loans
are geographically concentrated in California, Florida and
Virginia.


IPCS INC: Says COO Alan G. Morse Left Post by Mutual Agreement
--------------------------------------------------------------
iPCS Inc., a Sprint PCS Affiliate of Sprint Nextel, said that Alan
G. Morse, its chief operating officer, has left the company  by
mutual agreement.

"Alan was instrumental in integrating our merger with Horizon PCS
and he has been an important part of our management team since
joining us from Horizon PCS in mid-2005," said Tim Yager,
president and chief executive officer of the company.  "I want to
thank Alan for his contributions in a wide range of areas during
his time with the company.  I wish him all the best in his future
endeavors."

The company will immediately begin its search for a new chief
operating officer.  Until a replacement is found, Mr. Yager will
assume the duties previously performed by Mr. Morse.

                          About iPCS, Inc.

Headquartered in Schaumburg, Illinois, iPCS Inc. (NASDAQ: IPCS) --  
http://www.ipcswirelessinc.com/-- is the Sprint PCS Affiliate of  
Sprint Nextel with the exclusive right to sell wireless mobility
communications network products and services under the Sprint
brand in 80 markets including markets in Illinois, Michigan,
Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  As of Sept. 30,
2006, iPCS's licensed territory had a total population of
approximately 15 million residents, of which its wireless network
covered approximately 11.4 million residents, and iPCS had
approximately 534,300 subscribers.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2006,
Standard & Poor's Ratings Services raised its ratings on
Schaumburg, Illinois-based iPCS Inc., including the corporate
credit rating, which was raised to 'B-' from 'CCC+'; and the
senior unsecured debt rating, which was raised to 'B-' from 'CCC'.


J/Z CBO: Fitch Keeps Junk Rating on $36.6 Million Class D Notes
---------------------------------------------------------------
Fitch has upgraded two classes of notes issued by J/Z CBO, LLC.

These rating actions are effective immediately:

   --$13,902,957 class B notes upgraded to 'AAA' from 'BBB-';
   --$30,212,050 class C notes upgraded to 'BBB-' from 'B-/DR1';
   --$36,560,917 class D notes revised to 'C/DR2' from 'C/DR5'.

J/Z CBO is a collateralized bond obligation that closed on
May 16, 2000 and is managed by Babson Capital Management LLC.  J/Z
CBO has a portfolio composed primarily of high yield bonds. The
reinvestment period ended in May 2006.

The upgrades are the result of improved credit enhancement levels
due to the amortization of the class A notes and the partial
amortization of the class B notes.  

J/Z CBO is structured to divert all collateral interest and
principal proceeds to the distributions of the senior-most class
in the capital structure before any distributions are made to the
notes subordinate to that class.  As a result, the class B notes
will continue to receive all of the collateral pool's interest and
principal proceeds until they are paid in full, while the class C
and D notes continue to capitalize interest payments. Although
these classes are deferring interest payments, the increasing note
balances fall within Fitch's expectations, and distributions will
be made to the class C notes once the class B notes are PIF.

The ratings of the class B, C and class D notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated principal balances by the legal final maturity date of
May 31, 2015.  The class C and D notes have deferred interest
totaling approximately $10.8 million and $17.2 million,
respectively, and they are expected to continue deferring interest
at their stated coupon rates of 10.09% and 14.59% until the class
B notes are PIF.

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


JACUZZI BRANDS: Stockholders Okay $1.25 Billion Apollo Merger Deal
------------------------------------------------------------------
Jacuzzi Brands Inc.'s stockholders have approved the adoption of
the merger agreement with affiliates of Apollo Management L.P. at
the company's annual meeting of stockholders.

"We are pleased with the outcome of [the] vote," Jacuzzi Brands
chairman Thomas B. Waldin said.  "We believe that our merger with
Apollo is the best outcome for our stockholders, our employees and
the future of Jacuzzi Brands.

"On behalf of Jacuzzi Brands' Board of Directors, I want to thank
our stockholders and hard-working employees for their support
throughout this process.  We look forward to completing this
transaction with Apollo as quickly as possible and we anticipate a
smooth transition."

Larry Berg of Apollo added, "We are very excited about the
transaction and look forward to a smooth transition and working
with the strong management team at Jacuzzi."

The transaction is expected to close in early to mid-February
2007.  All required regulatory approvals for the merger have been
obtained, including early termination under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.

Jacuzzi Brands Inc. and affiliates of Apollo Management L.P.
previously announced on Oct. 11, 2006, that they entered into a
definitive merger agreement, pursuant to which Apollo would
acquire all of the outstanding common stock of Jacuzzi Brands for
$12.50 per share in cash and assume all outstanding debt, valuing
the total transaction at approximately $1.25 billion.

                       About Jacuzzi Brands

Jacuzzi Brands Inc. (NYSE: JJZ) -- http://www.jacuzzibrands.com/
-- through its subsidiaries, manufactures and distributes branded
bath and plumbing products for the residential, commercial and
institutional markets.  These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products.  The Company's products are marketed under its portfolio
of brand names, including JACUZZI(R), SUNDANCE(R), ZURN(R), and
ASTRACAST(R).

                           *     *     *

On October 2006, Moody's Investors Service placed Jacuzzi Brands
Inc.'s corporate family rating at B2; $380 million 9.625% gtd
notes due 2010 at B2 on review for possible downgrade.


JACUZZI BRANDS: Settles Four Stockholder Class Action Lawsuits
--------------------------------------------------------------
Jacuzzi Brands Inc. has reached an agreement in principle to
settle four putative stockholder class action lawsuits related to
its merger with a wholly owned subsidiary of Apollo Management
L.P.  

The lawsuits were filed between October 13 and Nov. 8, 2006, in
the Court of Chancery of the State of Delaware naming Jacuzzi
Brands, each of its directors, and Apollo as defendants.

Under the terms of the agreement, which remains subject to
approval by the Court, the parties have agreed to settle all
claims raised, or which could be raised, by the proposed plaintiff
class relating to the merger.

Pursuant to the terms of the proposed settlement, the company has
agreed to amend the merger agreement such that

   (1) the termination fee payable by the company on the
       occurrence of certain specified events, is reduced from
       $25 million to $22.5 million and

   (2) the time period during which the company's entry into an
       alternative acquisition proposal would trigger payment of
       the termination fee under certain circumstances, is reduced
       from 12 months to 9 months.

The parties also agreed that, in connection with a settlement,
counsel for plaintiffs may seek an award from the court of
attorneys' fees and expenses in an amount not to exceed $725,000
if the merger is consummated.

The company noted that there can be no assurance that the Court
will approve the proposed settlement or that any ultimate
settlement will be under the same terms as those contemplated by
the agreement.

The proposed settlement of these lawsuits will not affect the
amount of merger consideration to be paid in the merger or any
other terms of the merger.

As previously announced on Oct. 11, 2006, Jacuzzi Brands Inc. and
affiliates of Apollo entered into a definitive merger agreement,
pursuant to which Apollo would acquire all of the outstanding
common stock of Jacuzzi Brands for $12.50 per share in cash and
assume all outstanding debt, valuing the total transaction at
approximately $1.25 billion.  

Jacuzzi Brands and its directors, executive officers and other
members of management and its employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Jacuzzi Brands in connection with the merger.  Information
about Jacuzzi Brands' directors and executive officers is set
forth in Jacuzzi Brands' proxy statements and annual reports on
Form 10-K, previously filed with the SEC, and the proxy statement
relating to the merger.

                       About Jacuzzi Brands

Jacuzzi Brands Inc. (NYSE: JJZ) -- http://www.jacuzzibrands.com/
-- through its subsidiaries, manufactures and distributes branded
bath and plumbing products for the residential, commercial and
institutional markets.  These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products.  The Company's products are marketed under its portfolio
of brand names, including JACUZZI(R), SUNDANCE(R), ZURN(R), and
ASTRACAST(R).

                           *     *     *

On October 2006, Moody's Investors Service placed Jacuzzi Brands
Inc.'s corporate family rating at B2; $380 million 9.625% gtd
notes due 2010 at B2 on review for possible downgrade.


JACUZZI CORP: High Leverage Cues Moody's B2 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned Jacuzzi Corporation a B2
corporate family rating, a B1 rating to its proposed $135 million
senior secured first lien term loan B and $15 million synthetic
letter of credit facility, and a B3 rating to its proposed
$185 million second lien term loan facility.

Jacuzzi Corporation is an affiliate of Apollo Management formed to
purchase Jacuzzi Brands, Inc.'s bath segment.  The assigned
ratings reflect the company's high leverage and low free cash flow
generation relative to debt levels as well as a continued
challenging new residential construction and remodeling markets.

The ratings also consider the benefits derived from the company's
strong brand recognition, leading market share, and extensive
geographical presence.

The ratings outlook is stable.

Moody's has assigned these ratings to Jacuzzi Corporation:

   -- $135 million senior secured first lien term loan B, due
      2014, rated B1, LGD3, 33%;

   -- $15 million synthetic letter of credit facility, due 2014,
      rated B1, LGD3, 33%;

   -- $185 million second lien term loan, due 2014, rated B3,
      LGD5, 74%;

   -- Corporate Family Rating, rated B2; and,

   -- Probability of default rating, rated B2.

Moody's has confirmed these rating for Jacuzzi Brands, Inc.:

   -- Corporate Family Rating, rated B2;

   -- Probability of default rating, rated B2; and,

   -- $380 million 9.625% Gtd. Notes, due 2010, rated B2, LGD3,
      49%.

This action concludes the review undertaken on Oct. 12, 2006.
Moody's notes that Jacuzzi Brands Inc.'s ratings will be withdrawn
upon the tender of the notes and close of the transaction.

The outlook or ratings may improve if the company's free cash flow
generation to total debt increased to over 8% on an annual
sustainable basis and if its debt to EBITDA were under 3.5x and
deemed to be improving.  The outlook or ratings may deteriorate if
free cash flow to debt was to decline to under 3%.

Furthermore, the ratings could come under pressure due to debt
financed acquisitions or an aggressive dividend policy resulting
in an increase in debt to EBITDA above 6.5x.

Jacuzzi Corporation is a leading global producer of premium
branded water therapy and water comfort products for the
residential remodeling and construction markets with LTM revenues
for the period ended Sept. 30, 2006 of $766 million.


JP MORGAN: Fitch Assigns BB Rating on Class M-11 Certificates
-------------------------------------------------------------
Fitch has taken these actions on J.P. Morgan Mortgage Acquisition
Corp., asset-backed pass-through certificates, series 2005-FRE1:

   --Classes AI, AII-F-1, AII-F-2, AII-F-3, AII-F-4, AII-V-1,
     AII-V-2 and AII-V-3 affirmed at 'AAA';

   --Class M-1 affirmed at 'AA+';

   --Class M-2 affirmed at 'AA';

   --Class M-3 affirmed at 'AA-';

   --Class M-4 affirmed at 'A+';

   --Class M-5 affirmed at 'A';

   --Class M-6 affirmed at 'A-';

   --Class M-7 affirmed at 'BBB+';

   --Class M-8 affirmed at 'BBB';

   --Class M-9 affirmed at 'BBB-';

   --Class M-10 affirmed at 'BB+'; and,
   
   --Class M-11 rated 'BB', placed on Rating Watch Negative;

The collateral pool consists of fixed- and adjustable-rate
mortgage loans extended to sub-prime borrowers.  All of the
mortgage loans were originated or acquired by Fremont Investment
and Loan and subsequently purchased by J.P. Morgan Mortgage
Acquisition Corp.

The affirmations affect approximately $629 million in outstanding
certificates and are the result of a stable relationship between
credit enhancement and future loss expectations.

Class M-11 was placed on Rating Watch Negative due to early trends
in the relationship between serious delinquency and credit
enhancement.  The amount of loans in foreclosure and REO is 9.1%,
which is well above the industry average.  At 13 months seasoned,
the trust had experienced two months in which losses exceed excess
spread causing a decline in the overcollateralization amount.

The mortgage loans are being serviced by Litton Loan Servicing LP
as servicer.


MCJUNKIN CORP: S&P Holds BB Rating on $300 Mil. Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating and
'1' recovery rating on McJunkin Corp.'s $300 million asset-backed
revolving credit facility.

Standard & Poor's also affirmed the 'B+' rating on McJunkin's $575
million secured term loan but lowered the recovery rating
to '4' from '3'.

This update comes after the company's decision to increase the ABL
facility to $300 million from $200 million.  Because the ABL
facility's advance rates and other structural features have not
changed, Standard & Poor's maintains that the loan should remain
fully collateralized, despite its larger size.  The ABL lenders
will also no longer have a second lien on the company's other
assets.  Standard & Poor's had not assigned material value to this
second-lien position in its prior analysis.

When assessing the term loan's recovery prospects, S&P now assumes
$300 million of revolver outstandings at the time of default.  
This leaves $200 million in residual collateral value available to
cover the term loan, which would result in an expected recovery of
25%-50%.

Ratings Affirmed:

   * McJunkin Corp.

      -- Corporate Credit Rating at B+/Stable/

      -- $300 million asset-backd revolving credit facility at
         BB, Recovery Rating: 1                

Rating Affirmed:

   * McJunkin Corp.

                            Recovery Rating Lowered

                          To                       From
                          --                       ----
      $575 mil.           B+; Recovery             B+; Recovery
      2nd term loan       Rating 4                 Rating 3


MCKESSON CORP: Signs New $1.8BB Interim Credit Facility with BofA
-----------------------------------------------------------------
McKesson Corp. has entered into a new $1.8 billion 364-day
unsecured interim term credit facility provided by Bank of America
N.A., as administrative agent, Wachovia Bank, National
Association, as syndication agent, the other Lenders party
thereto, and Banc of America Securities LLC and Wachovia Capital
Markets LLC as joint lead arrangers and joint book managers.

The company will make a single drawdown of a portion of the total
amount available under the interim credit facility, and the
proceeds of such drawdown, together with certain cash on hand,
will be used to (i) pay the merger consideration under the
agreement and plan of merger, dated as of Nov. 5, 2006, by and
among McKesson Corporation, Packet Merger Sub Inc. and Per-Se
Technologies Inc., (ii) refinance certain indebtedness of Per-Se
outstanding immediately prior to the closing of the acquisition
and (iii) pay transaction costs associated with the acquisition
and the interim credit facility.

McKesson Corp. expects to replace the interim credit facility with
a permanent bond financing in an amount up to $1.2 billion prior
to the end of the interim credit facility's 364-day term.  The
interim credit facility includes a mandatory prepayment provision
requiring the repayment of the interim credit facility in full
upon the entering into of the permanent bond financing to replace
such facility.

A full-text copy of the interim credit agreement dated Jan. 26,
2007, is available for free at:

             http://researcharchives.com/t/s?1922

                        About McKesson Corp.

Headquartered in San Francisco, California, McKesson Corp.
(NYSE: MCK) -- http://www.mckesson.com/-- is a Fortune 15  
healthcare services and information technology company dedicated
to helping its customers deliver high-quality healthcare by
reducing costs, streamlining processes and improving the quality
and safety of patient care.  Over the course of its 172-year
history, McKesson has grown by providing pharmaceutical and
medical-surgical supply management across the spectrum of care;
healthcare information technology for hospitals, physicians,
homecare and payors; hospital and retail pharmacy automation; and
services for manufacturers and payors designed to improve outcomes
for patients.

                          *     *     *

McKesson Corp.'s junior subordinated debt carries Moody's Ba1
rating with positive outlook.


MCKESSON CORP: Completes Acquisition of Per-se Technologies Inc.
----------------------------------------------------------------
McKesson Corporation successfully completed on Jan. 26, 2007, the
acquisition of Per-Se Technologies Inc. in an all-cash
transaction.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
McKesson Corporation and Per-Se Technologies Inc. signed a
definitive agreement under which McKesson will acquire, under
the terms of the agreement, all of the outstanding shares of
Per-Se for $28 per share in cash.  In total, including Per-Se's
outstanding debt, the transaction is valued at approximately
$1.8 billion.  

                        About McKesson Corp.

Headquartered in San Francisco, California, McKesson Corp.
(NYSE: MCK) -- http://www.mckesson.com/-- is a Fortune 15  
healthcare services and information technology company dedicated
to helping its customers deliver high-quality healthcare by
reducing costs, streamlining processes and improving the quality
and safety of patient care.  Over the course of its 172-year
history, McKesson has grown by providing pharmaceutical and
medical-surgical supply management across the spectrum of care;
healthcare information technology for hospitals, physicians,
homecare and payors; hospital and retail pharmacy automation; and
services for manufacturers and payors designed to improve outcomes
for patients.

                          *     *     *

McKesson Corp.'s junior subordinated debt carries Moody's Ba1
rating with positive outlook.


MEDIFACTS INT'L: Files for Chapter 11 Protection in Delaware
------------------------------------------------------------
Medifacts International filed for protection under Chapter 11 of
the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the
District of Delaware.

Medifacts plans to sell its clinical research unit through a Court
supervised acution and reorganize around its cardiac-safety-
monitoring services division, The Associated Press reports.

"The operations of the business have been challenged in recent
months," AP quotes Chief Executive Michael Woehler.  "The company
anticipates that through ... the restructuring of the company's
balance sheet and our existing investors' preliminary indications
of interest to invest further in the company through a plan of
reorganization, (Medifacts) will quickly emerge from bankruptcy
leaner and adequately capitalized."

Medifacts International Inc. -- http://www.medifacts.com/--  
provides quality clinical trial services to pharmaceutical,
biotech and medical device companies that are developing
therapeutic drugs and products.  The company consists of three
fully-integrated divisions: Clinical Research Services, Cardiac
Safety Services, and Medifacts International Research Center.  The
company employs 176 people in the North America, China and Europe.


MEDIFACTS INT'L: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Medifacts International, Inc.
        aka M2 Worldwide Corp.
        aka Medifacts, Ltd.
        aka Medifacts International Consulting, LLC
        aka MS (Asia) Ltd.
        aka Medifacts International Consultants, LLC
        aka M2 Worldwide Corporation
        2101 Gaither Road, Suite 400
        Rockville, MD 20850

Bankruptcy Case No.: 07-10110

Type of Business: The Debtor provides quality clinical trial
                  services to pharmaceutical, biotech and medical
                  device companies that are developing therapeutic
                  drugs and products.  The company employs 176
                  people in the North America, China and Europe.
                  See http://www.medifacts.com/

Chapter 11 Petition Date: January 28, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Joseph A. Malfitano, Esq.
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Building
                  P.O. Box 391
                  1000 West Street, 17th Floor
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Scios                                      $400,000
6500 Paseo Padre Parkway
Fremont, CA 94555

Crosstree Capital Partner                  $100,000
c/o Shane Senior
4902 Eisenhower Boulevard, Suite 125
Tampa, FL 33634

Dr. Joan Albert Barbera                     $71,016
c/o Pulmonary Hypertension
801 Roeder Road, Suite 400
Silver Spring, MD 20910

Citicorp Vendor Finance                     $36,858
P.O. Box 7247-0118
Philadelphia, PA 19170-0118

Software House International                $33,537
Global Headquarters
2 Riverview Drive
Somerset, NJ 08873

Tarchalski Janusz Lech Kardiologia          $15,780

MCI Worldcom Conferencing                   $15,349

Medical Uni Graz                            $15,302

Aronson & Company                           $14,932

Pharma eMarket LLC                          $13,889

Pharma Clinical                             $13,364

G.E. Healthcare Financial Services          $12,973

Bird & Bird                                 $12,839

Dr. Anja Bruske                             $11,113

Therapeutic Development                      $9,125

Global Drug Development                      $9,010

Consulta Treuhand GmbH                       $8,853

Iron Mountain Records Management             $8,739

ClinSource, Inc.                             $8,317

Clinical Resource Network                    $7,388


METSO CORP: Paper Unit Inks EUR100-Million Supply Deal in Japan
---------------------------------------------------------------
Metso Paper, a unit of Metso Oyj, will supply a large
OptiConcept papermaking line to a Japanese paper mill.  The name
of the customer was not disclosed.

The new line will come on stream during the 2nd quarter of 2008.
The order, valued at more than EUR100 million, has been recorded
in the 4th quarter 2006 order intake.

The line will produce more than 400,000 t/y of woodfree-coated
paper.

Metso's scope of supply contains stock preparation equipment; a
1,800 m/min, 10.7-meter-wide OptiConcept paper machine, air
systems, auxiliary systems and automation systems.

                        About Metso

Headquartered in Helsinki, Finland, Metso Corp. aka Metso Oyj --
http://www.metso.com/-- is a global engineering and technology  
corporation with 2005 net sales of around EUR4.2 billion.  Its
22,000 employees in more than 50 countries serve customers in
the pulp and paper industry, rock and minerals processing, the
energy industry and selected other industries.

The company's principal production plants are located in Brazil,
China, Finland, France, Germany, India, Italy, South Africa,
Sweden, the United Kingdom and the United States.

                        *    *    *

As reported on April 11, 2006, Standard & Poor's Ratings
Services revised its outlook on Finland-based machinery and
engineering group Metso Corp. to positive from stable,
reflecting improvements in the group's operating performance and
capital structure that offer it the potential to return to a low
investment-grade rating.  The 'BB+' long-term and 'B' short-term
corporate credit ratings, as well as the 'BB' senior unsecured
debt rating on the group were affirmed.


NASDAQ STOCK: Decides Not to Raise "$24.42 a Share" Offer to LSE
----------------------------------------------------------------
Nasdaq Stock Market Inc. said it won't raise its $24.42 offer for
London Stock Exchange PLC after LSE's board failed to agree to a
new bid Saturday midnight, The Wall Street Journal reports.

Nasdaq set Saturday midnight as the deadline for both parties to
come up to a negotiated price on the deal.

LSE has resisted Nasdaq's offer indicating it could do some kind
of a deal if the price is right, WSJ said in a previous report.  

"We have made our position quite clear that it wouldn't be in our
shareholders' interests. . . ," an LSE spokesman told WSJ.

Nasdaq, WSJ says, can only increase it offer for the LSE if,
pursuant to British takeover laws, the LSE's board recommends a
higher price or if a rival bidder appears.  However, analysts see
a rival bidder's sudden appearance as unlikely.  

Nasdaq owns a 29% stake in the London exchange.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                          *     *     *

In December 2006, Standard & Poor's Rating Services lowered its
long-term counterparty credit rating on The Nasdaq Stock Market
Inc. to 'BB' from 'BB+'.  The 'BB+' rating on Nasdaq's existing
bank loan facility, which financed the initial 29% stake in the
London Stock Exchange, is affirmed, while the Recovery Rating is
revised to '1' from '2'.  The ratings were removed from
CreditWatch Negative where they were placed on Nov. 20, 2006.
S&P said the outlook is stable.

At the same time, Standard & Poor's has assigned its 'BB+' bank
loan rating to $750 million senior secured Term Loan B, $2 billion
senior secured Term Loan C, and $75 million revolver issued by
Nasdaq, as well as the $500 million senior secured Term Loan C
issued by Nightingale Acquisition Ltd., a U.K.-based subsidiary of
Nasdaq.

The rating agency has assigned a Recovery Rating of '1', which
indicates full recovery of principal in the event of default.

In addition, Standard & Poor's has assigned its 'B+' rating to
$1.75 billion senior unsecured bridge loan issued by Nasdaq and
NAL.

Moody's Investors Service assigned in April 2006 ratings to
three bank facilities of The Nasdaq Stock Market Inc.: a
$750 million Senior Secured Term Loan B, a $1.1 billion Secured
Term Loan C, and a $75 million Senior Secured Revolving Credit
Facility.  Moody's said each facility is rated Ba3 with a negative
outlook.


NATIONAL CINEMEDIA: Moody's Rates Proposed $805 Mil. Debt at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
National CineMedia, LLC and a B1 rating to its proposed senior
secured bank credit facility, which consists of a $725 million
term loan and an $80 million revolving credit facility.

The outlook is stable.

Consummation of an initial public offering is a condition
precedent to the proposed facility, and the ratings assume
concurrent debt and equity financing.

NCM distributes advertising and entertainment programming to movie
theaters primarily through its 30 year agreements with founding
members Regal Entertainment Group, AMC Entertainment Inc., and
Cinemark Holdings, Inc.  Proceeds of the proposed term loan will
fund the redemption of the founding members' preferred membership
units in NCM, and NCM intends to distribute IPO proceeds to its
founding members in connection with modifying payment obligations
under existing agreements.  After the IPO, the founding members
will have a common ownership stake in NCM.

The B1 corporate family rating reflects NCM's plan to distribute
all free cash flow not required for operating needs to its
founding members and parent holding company, National CineMedia,
Inc., as well as minimal lender protection within the credit
agreement, which permits distributions of 100% of free cash flow
at up to 6.5x leverage.  

The rating also incorporates the company's lack of scale and track
record as a standalone public company and some vulnerability to
studios' ability to create content that both drives attendance and
provides an appropriate medium for advertising.  NCM's capacity to
generate strong free cash flow and its good growth prospects
support the rating.  The company benefits from EBITDA margins of
approximately 50%, a highly variable cost base, and low capital
expenditure requirements.

Based on pro forma estimated 2006 results, Moody's estimates NCM
leverage at approximately 5x debt-to-EBITDA.  The stable outlook
anticipates no debt repayment and assumes margins remain in the
50% range or greater.  Moody's expects strong EBITDA growth that
could result in a decline in leverage to the low 4x range by year
end 2007, but recognizes that the flexibility within the credit
agreement permits management to increase leverage substantially.  
This flexibility poses risk since EBITDA growth could benefit
equity holders rather than lenders.

NCM could achieve a Ba3 rating with evidence of commitment to
maintaining leverage below 5x debt-to-EBITDA.  An upgrade would
require a longer track record of both management commitment to
this leverage level and of operating performance as a standalone
public company.  

Moody's would consider a downgrade or negative outlook if NCM
increased borrowing to fund a special dividend such that leverage
rose to over 5.5x debt-to-EBITDA over the near term, or with
evidence of deterioration of NCM's fundamental operations.  

Additionally, a substantial deterioration of the credit profile of
any founding member resulting from weakened operating performance,
or the termination of the exhibitor services agreement with any
founding member could pressure the rating.

These are the rating actions:

   * National CineMedia LLC

   -- Assigned B1 Corporate Family Rating
   -- Assigned B2 Probability of Default Rating
   -- Assigned B1 senior secured bank rating, LGD 3, 35%
   -- Stable Outlook

National CineMedia LLC operates the largest digital in-theater
network in North America, which allows it to distribute
advertisements and other content through its digital content
network.  The company maintains its headquarters in Centennial,
Colorado.


NEENAH FOUNDRY: Closes Private Placements of $300 Mil. Sr. Notes
----------------------------------------------------------------
Neenah Foundry Company closed its private placement of
$225 million of 9-1/2% Senior Secured Notes due 2017.  The company
also closed a separate private placement of $75 million of 12-1/2%
Senior Subordinated Notes due 2013 in exchange for $75 million of
its outstanding 13% Senior Subordinated Notes due 2013.

Neenah will use the net proceeds from the Senior Secured Notes to
repay its outstanding indebtedness under its existing credit
facility, which has been replaced by a new credit facility, as
well as to repurchase all $133.13 million of its outstanding 11%
Senior Secured Notes due 2010 that were tendered in Neenah's
tender offer and consent solicitation relating to such notes, and
redeem the remaining $25 million of its 13% Senior Subordinated
Notes due 2013.

Headquartered in Neenah, Wisconsin, Neenah Foundry Company
-- http://www.nfco.com/-- manufactures and markets iron castings   
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006
Standard & Poor's Ratings Services assigned its 'B' senior secured
rating and its '3' recovery rating to Neenah Foundry Co.'s
proposed $225 million senior secured fixed rate note issuance.
The corporate credit rating on Neenah is B/Stable/--.

As reported in the Troubled Company Reporter on Dec. 19, 2006
Moody's affirmed the Corporate Family rating of Neenah Foundry
Company at B2, and its Probability of Default rating at B2.

Moody's also assigned a B2 rating to the company's new senior
secured notes.


NEWCOMM WIRELESS: Creditors Must File Proofs of Claim by Feb. 7
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Puerto Rico
set Feb. 7, 2007, at 5 p.m. as the deadline for all persons and
entities, owed money by Newcomm Wireless Services Inc. on account
of claims arising prior to Nov. 28, 2006, to file proofs of claim
and proofs of interest.

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

         Newcomm Wireless, Inc.
         c/o Logan & Company, Inc.
         546 Valley Road
         Upper Montclair, New Jersey 07043

Any proof of claim or interest submitted by facsimile or e-mail
will not be accepted and will not be deemed filed until such proof
of claim is sent through the United States mail or through a
courier.

For governmental units, the claims bar date is set for May 28,
2007.

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto
Rico market.  The company is a joint venture between ClearComm,
L.P. and Telefonica Larga Distancia.  The company filed for
chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case No.
06-04755).  Carmen D. Conde Torres, Esq., at C. Conde & Assoc.
and Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal
LLP represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it reported assets
and liabilities of more than $100 million.


NOVELIS INC: In Sale Talks, India-based Group May Make an Offer
---------------------------------------------------------------
Novelis Inc. is in talks with various parties that could lead to a
potential sale of the company, Dale Crofts writes for Bloomberg.

Bloomberg says Kumar Mangalam Birla's Aditya Birla Group might
make an offer soon following Novelis' disclosure.  However, the
company stated that there could be no assurance that any deal
would happen.

Mumbai-based Aditya Birla Group, the Hindustan Times says, might
make a $5 billion to $6 billion deal, citing an unknown source.

MorningStar Inc. metals analyst Ben Butwin said the Novelis'
recent results were not remarkable and the company suffered enough
debt.  Novelis had a $170 million loss for the nine-month period
ended Sept. 30, 2006, with $3.2 billion in debt and loans
outstanding, Bloomberg notes.

According to the data compiled by Bloomberg, the company's shares
rose CDN$8.40 to CDN$44.05 on the Toronto Stock Exchange last
week, which have almost doubled in the past 12 months surging 24%
to a record.  Its market value is about CDN$3.26 billion (US$2.76
billion).

                        Management Changes

On Jan. 2, 2007, Novelis appointed Edward A. Blechschmidt as a
substitute CEO.  Bloomberg relates that the company is looking for
a permanent replacement after ousting Brian W. Sturgell in August
2006 following a jump in metal prices led to losses.

Mr. Blechschmidt, a board member, succeeded Chairman William T.
Monahan, who had been interim CEO since ousting Mr. Sturgell, an
Alcan Inc. executive VP when he was named as Novelis CEO in 2004,
Bloomberg adds.

Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional   
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has around 13,000 employees.  
Through its advanced production capabilities, the company supplies
aluminum sheet and foil to the automotive and transportation,
beverage and food packaging, construction and industrial, and
printing markets.  The company has facilities in Hongkong,
Malaysia, Canada, U.S. and Switzerland, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Moody's Investors Service, in connection with its implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors,
confirmed Novelis Inc.'s B1 corporate family rating.  The rating
agency held the bank revolver rating to Ba2 from Ba3, the bank
term loan rating to Ba2 from Ba3, and senior unsecured notes to B3
from B2.  Moody's also upgraded Novelis Corp.'s bank term loan
rating to Ba2 from Ba3.


NOVELL INC: Wal-Mart Supports Alliance with Microsoft
-----------------------------------------------------
Microsoft Corp. and Novell Inc. disclosed that Wal-Mart Stores
Inc., the world's largest retailer, became the latest customer
to take advantage of the benefits of the new collaboration on
interoperability between Microsoft Windows and Linux.  

Under the agreement, Microsoft will deliver SUSE Linux Enterprise
Server subscription certificates to Wal-Mart for use in Wal-Mart's
IT infrastructure.  

The engagement among the three companies opens a host of other
potential opportunities for both Microsoft and Novell to provide
Wal-Mart with additional software resources and support, building
on future joint research and developments around virtualization
and interoperability.

Wal-Mart, already a significant user of Microsoft products, is
pleased that the collaboration will improve interoperability
among various systems.  

"We have wanted information technology vendors to deliver true
interoperability and IP assurance between multiple platforms for
some time now, and we are pleased that Microsoft and Novell are
committed to fulfilling that need," said Nancy Stewart, senior
vice president and chief technology officer of Wal-Mart.  

"Wal-Mart is known around the world for its innovative use of
technology.  Selecting Microsoft and Novell is another step in
that strategy.  The net result is a win for us and, more
importantly, for our customers."

"Customers tell us every day that they need to operate a cost-
effective IT organization and leverage the most they can out of
their investments," said Ron Hovsepian, president and CEO of
Novell.  "Through our relationship with Microsoft, we've created
new opportunities for enterprise interoperability and
virtualization that ultimately result in real savings for our
customers.  We are delighted that Wal-Mart has chosen SUSE Linux
Enterprise, and we look forward to collaborating with them for
many years."

By working together with Microsoft and Novell, Wal-Mart gains
the ability to manage Windows and Linux by extending its
existing Microsoft management tool set and authentication
platform: Systems Management Server, Active Directory and
Microsoft Operations Manager.  Wal-Mart can also move to lower-
cost commodity server hardware while simultaneously improving
the customer experience.

"Customers tell us that they need interoperability and that they
want their technology vendors to manage the underlying
intellectual property issues in software," said Steve Ballmer,
CEO of Microsoft.  "We are delivering this to Wal-Mart and
giving them peace of mind so they can focus on their business
and build for the future."

                  The Microsoft-Novell Agreement

On Nov. 2, 2006, Novell and Microsoft announced a series of
agreements to jointly build, market and support new solutions to
improve interoperability, deliver powerful new virtualization
capabilities, make Microsoft and Novell products work better
together, and give customers peace of mind that both companies
stand behind the products they deliver.  As part of this five-
year agreement, Microsoft agreed to use, resell or distribute
certificates that customers redeem to receive SUSE Linux
Enterprise Server subscriptions for upgrades, updates and
technical support from Novell.

Since the announcement, more than 35,000 new certificates for
three-year priority support subscriptions to SUSE Linux
Enterprise Server have been activated under the Microsoft and
Novell collaboration agreement.

                        About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell, Inc. --
http://www.novell.com/-- delivers Software for the Open  
Enterprise.  With more than 50,000 customers in 43 countries,
Novell helps customers manage, simplify, secure and integrate
their technology environments by leveraging best-of-breed, open
standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                        Waiver of Default

As reported in the Troubled Company Reporter on Sept. 29,2006,
Novell Inc., received a letter from Wells Fargo Bank, NA, the
trustee with respect to company's US$600 million 0.50%
convertible senior debentures due 2024, which asserts that
Novell is in default under the indenture because of the delay in
filing its Form 10-Q for the period ended July 31, 2006.

On Nov. 10, 2006, Novell completed its consent solicitation with
respect to certain amendments to, and a waiver of rights to
pursue remedies available with respect to certain alleged
defaults under, the provisions of the indenture, governing its
0.50% convertible senior debentures due 2024.

Under the terms of the Consent Solicitation Statement, Novell
will pay an additional 7.33% per annum in special interest on
the Debentures from and after Nov. 9, 2006, to Nov. 8, 2007.


NOVELL INC: Receives NASDAQ Notice of Non-Compliance
----------------------------------------------------
Novell Inc. received an additional notice of non-compliance from
the staff of the NASDAQ Stock Market, pursuant to NASDAQ
marketplace rule 4310(c)(14), due to the delay in filing its
annual report on Form 10-K for the fiscal year ended Oct. 31,
2006.

On Sept. 14, 2006, Novell received a NASDAQ notice of non-
compliance in relation to the delay in filing its report on Form
10-Q for the quarter ended July 31, 2006.

Novell has delayed the filing of its Third Quarter Form 10-Q and
Form 10-K filing pending the completion of the review by its Audit
Committee of the company's historical stock-based compensation
practices.

In response to the first notice of non-compliance, Novell
requested a hearing before a NASDAQ Listing Qualifications Panel.

On Jan. 9, 2007, the Panel granted Novell's request for continued
listing subject to the requirements that, on or before March 1,
2007, Novell provide the Panel with certain information relating
to the Audit Committee's review and, on or before March 13, 2007,
Novell file the Third Quarter Form 10-Q and any necessary
restatements.

The current NASDAQ notice requests that Novell make a new
submission to the Panel.  Accordingly, Novell intends to provide
the Panel with a submission describing its efforts to file the
Form 10-K and requesting a further extension to make that filing.

                        About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell, Inc. --
http://www.novell.com/-- delivers Software for the Open  
Enterprise.  With more than 50,000 customers in 43 countries,
Novell helps customers manage, simplify, secure and integrate
their technology environments by leveraging best-of-breed, open
standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                        Waiver of Default

As reported in the Troubled Company Reporter on Sept. 29,2006,
Novell Inc., received a letter from Wells Fargo Bank, NA, the
trustee with respect to company's $600 million 0.50% convertible
senior debentures due 2024, which asserts that Novell is in
default under the indenture because of the delay in filing its
Form 10-Q for the period ended July 31, 2006.

On Nov. 10, 2006, Novell completed its consent solicitation with
respect to certain amendments to, and a waiver of rights to
pursue remedies available with respect to certain alleged
defaults under, the provisions of the indenture, governing its
0.50% convertible senior debentures due 2024.

Under the terms of the Consent Solicitation Statement, Novell
will pay an additional 7.33% per annum in special interest on
the Debentures from and after Nov. 9, 2006, to Nov. 8, 2007.


PACIFIC LUMBER: Selects Howard Rice as Bankruptcy Counsel
---------------------------------------------------------
Pacific Lumber Company and its debtor-affiliates, with the
exception of Scotia Pacific Company LLC, ask the U.S. Bankruptcy
Court for the Southern District of Texas for authority to employ
Howard Rice Nemerovski Canady Falk & Rabkin as their bankruptcy
counsel.

According to Gary Clark, the Debtors' vice president and chief
financial officer, the Debtors have selected Howard Rice based on
the firm's experience in the bankruptcy field.  The Debtors
believe that Howard Rice is well qualified to represent them in
their chapter 11 cases.

As the Debtors' bankruptcy counsel, Howard Rice will:

   (a) advise and represent the Debtors with respect to virtually
       all matters and proceedings;

   (b) advise the Debtors with respect to their affairs and
       duties as debtors-in-possession;

   (c) deal with parties-in-interest and their attorneys and
       agents as is necessary during the pendency of the
       bankruptcy cases;

   (d) prepare necessary applications, motions, pleadings, orders
       and other legal papers; and

   (e) counsel the Debtors with respect to the bankruptcy and
       other issues related to their cases, and perform all other
       necessary legal services.

The Debtors will pay for Howard Rice's services according to the
firms' standard hourly rates:
  
        Category                       Hourly Rate  
        --------                       -----------
        Attorneys                      $215 to $750
        Legal Assistants                $80 to $230

The Howard Rice professionals who are contemplated to render
services to the Debtors are:

        Professional                   Hourly Rate
        ------------                   -----------
        Jeffrey L. Schaffer, Esq.         $595
        William J. Lafferty, Esq.         $525
        Gary M. Kaplan, Esq.              $475
        Jeremy Kamras, Esq.               $405
        Shaudy Danaye-Elmi, Esq.          $285
        Katy A Sakamoto, Esq.             $170
        Ashley Ray, Esq.                  $120

Mr. Clark notes that prior to the filing of the bankruptcy case,
the Debtors paid Howard Rice a $250,000 retainer for the work
contemplated under the chapter 11 cases.  The total prepetition
payments to Howard Rice on account of bankruptcy-related matters
equal to $700,000, including for services rendered dating back to
2005 in connection with advice pertaining to potential
restructuring matters.

In view of the interrelationships and the potential for conflicts
among the Debtors, Scotia Pacific Co. LLC has retained separate
bankruptcy counsel.  Mr. Clark assures the Court that the Debtors
and Howard Rice will cooperate with Scotia Pacific and its counsel
where their interests are aligned with those of Scotia Pacific,
and to avoid duplication of effort wherever possible.  Because of
the common interests of and close cooperation expected between the
Debtors, Scotia Pacific and their counsel, the parties have
entered into a joint-defense type of information-sharing
agreement.

Mr. Clark is aware that there may be certain technical conflicts
inherent in Howard Rice concurrently representing Britt, Salmon
Creek, Scotia Development, Scotia Inn, and Pacific Lumber.  Mr.
Clark, however, perceives these conflicts to be non-material for
practical purposes, and believe that the Debtors' interests and
strategies are fundamentally aligned for purposes of bankruptcy
and relevant litigation advice.

Jeffrey L. Schaffer, Esq., a shareholder of Howard Rice,
discloses these potential conflicts that have been dealt with:

   * Howard Rice has represented and continues to represent
     Pacific Gas and Electric Company in connection with its
     Chapter 11 case.  The firm understands that Pacific Lumber is  
     a power provider that for many years has sold its excess
     power to PG&E.

   * Howard Rice has represented Carl Magruder in connection with
     litigation brought against Magruder and others by Pacific
     Lumber arising from an alleged willfull trespass on the land
     of Pacific Lumber.

Except as disclosed, Mr. Schaffer assures the Court that Howard
Rice neither holds nor represents any interest adverse to the
Debtors' estates and is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in  
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 2, http://bankrupt.com/newsstand/or  
215/945-7000).


PACIFIC LUMBER: Taps Jordan Hyden as Bankruptcy Counsel
-------------------------------------------------------
Pacific Lumber Company and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jordan, Hyden, Womble, Culbreth & Holzer, P.C., as their
bankruptcy counsel.

James Shanks, the Debtors' president, relates that the Debtors
first contacted Jordan Hyden in May 2006 for the provision of
legal services.  Subsequently, prior to the filing of the
bankruptcy case, Jordan Hyden billed the Debtors, and was paid in
the ordinary course of business, $123,539 as compensation for fees
earned and reimbursement for expenses incurred.

The Debtors believe that Jordan Hyden is thoroughly familiar with
and experienced in Chapter 11 matters relating to the operation
and management of their assets, and are well qualified to
represent them.

As the Debtors' counsel, Jordan Hyden will:

   (a) give professional advice regarding continued operation of
       the Debtors' businesses and management of its property,
       and duties and responsibilities;

   (b) prepare all schedules and statements;

   (c) prepare all necessary applications, notices, answers,
       adversaries, orders, reports and other legal papers
       regarding the Debtors' obligations and operations under
       Chapter 11;

   (d) assist the Debtors in the negotiation of a plan
       satisfactory to the parties-in-interest;

   (e) prepare a Disclosure Statement which will be submitted
       to the parties-in-interest; and

   (f) perform all other legal services as may be necessary and
       appropriate.

The Debtors will pay Jordan Hyden at its normal hourly rates
charges, subject to periodic adjustment to reflect economic,
experience and other factors:

        Attorneys                     Hourly Rate
        ---------                     -----------
        Shelby A. Jordan, Esq             $425
        Harlin C. Womble, Jr., Esq.       $375
        Nathaniel Peter Holzer, Esq.      $325
        Kenneth Culbreth, Esq.            $325
        Kevin Franta, Esq.                $275
        Michael Urbis, Esq.               $275
        Barbara Smith, Esq.               $135
        Shaun Jones, Esq.                 $125

Jordan Hyden expects to be paid by Debtors, on a monthly basis,
80% of fees and 100% of expenses.

On Jan. 12, 2007, Jordan Hyden received a $75,000 retainer,
which was deposited in the firm's trust account.  Jordan Hyden's
Jan. 18, 2007, invoice, totaling $65,957, was drawn from the
retainer and paid to the firm prior to the Petition Date.  The
balance of the retainer in the Jordan Hyden's Trust Account is
$9,042.

In view of the interrelationships between the Debtors, Scotia
Pacific Co. LLC has retained separate bankruptcy counsel.  The
Debtors inform the Court that they, with Jordan Hyden, will
cooperate with Scotia Pacic and its counsel where their interests
are aligned with those of Scotia Pacific, and to avoid duplication
of effort wherever possible.  The parties have entered into a
joint-defense type of information-sharing agreement.

Mr. Shanks says there may be certain technical conflicts inherent
in Jordan Hyden concurrently representing the Debtors.  "(The
Debtors') respective operations are related and they have and may
in the future have certain contractual and other business
relationships with one another," Mr. Shanks says.  "(T)hose
conflicts, (however, are) non-material for practical purposes."

Nathaniel Peter Holzer, Esq., a shareholder of Jordan Hyden,
assures the Court that his firm neither holds nor represents any
interest adverse to the Debtors' estates and is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in  
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 2, http://bankrupt.com/newsstand/or  
215/945-7000).


PACIFIC LUMBER: Wants Access to Cash Collateral Until February 9
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 24, 2007,
Pacific Lumber Company and its debtor-affiliates, excluding
Scotia Pacific Company LLC, obtained authority from the United
States Bankruptcy Court for the Southern District of Texas to use
the Lenders' cash collateral, through Jan. 26, 2007, as outlined
in a budget.

Harlin C. Womble, Jr., Esq., at Jordan, Hyden, Womble, Culbreth, &
Holzer, P.C., in Corpus Christi, Texas, the Debtors' proposed
bankruptcy counsel, emphasized that a sufficient equity cushion
adequately protects the Lenders.  Moreover, the Debtors proposed
to grant a replacement lien for the Lenders' benefit in collateral
acquired postpetition, Mr. Womble added.  The amount secured by
the Replacement Lien will be equal to any diminution of the
Lenders' Cash Collateral interest existing as of the Petition
Date.

Pacific Lumber and its debtor affiliates, with the exception of
Scotia Pacific Company LLC, now ask the U.S. Bankruptcy Court for
Southern District of Texas for authority to use cash collateral in
which their Lenders and the Loggers and Haulers assert an
interest, through Feb. 9, 2007, pursuant to the amounts set forth
on the Budget, if an agreement can be reached.

The Pacific Lumber Company and its debtor-affiliates, excluding
Scotia Pacific Company LLC, delivered a revised budget with the
Court on Jan. 24, 2007.

The Debtors also ask the Court to schedule a final hearing on
their request prior to Feb. 9, 2007 -- ideally on February 6
-- regarding their continued use of cash collateral.

If no agreement can be reached, the Debtors seek authority to use
cash collateral in which the Lenders and the Loggers and Haulers
assert an interest, through Feb. 16, 2007, pursuant to the
amounts set forth on the Budget.  They asked Judge Richard S.
Schmidt to convene a final hearing prior to February 16.

PALCO reports that the Debtors expect to need approximately
$2,990,000 for operating and other business expenses during the
week ending Jan. 26, 2007.

The Debtors intend to use cash resources as of the Petition Date
of approximately $1,163,000 and anticipated cash generated from
operations aggregating approximately $1,520,000.

Currently there is approximately $900,000 in postpetition cash
collections held at LaSalle Bank National Association, which will
also be required by the Debtors.

                        About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in  
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 2, http://bankrupt.com/newsstand/or  
215/945-7000).


PERFORMANCE TRANSPORTATION: Emerges from Bankruptcy
---------------------------------------------------
Performance Transportation Services Inc.'s Plan of Reorganization
became effective on Jan. 29, 2007, marking the company's emergence
from its voluntary Chapter 11 proceeding.

The company's Plan of Reorganization was confirmed on Dec. 21,
2006 less than a year after PTS and its U.S. subsidiaries filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Western District of New York.

PTS has met all requirements to emerge from bankruptcy and the
implementation of the court approved Plan of Reorganization brings
to a conclusion the company's financial restructuring process.  
"Since commencing our voluntary reorganization, we have
successfully restructured our financial position," said Jeffrey L.
Cornish, chief executive officer and president of PTS.  "Through
this restructuring we have effectively put many challenges of our
past behind us, permitting the company to emerge from Chapter 11
with a significantly less leveraged balance sheet, cash to fund
operations and a financial structure that will allow us to compete
successfully in today's auto industry.  All of this forms a
stronger foundation for success."

The terms of the plan call for secured creditors to be fully
repaid in cash and shares.  The Yucaipa Companies LLC, which holds
the majority of the second lien debt, will receive New Common
Stock. General unsecured creditors will receive proceeds from a
Liquidating Trust.  The Trust will pursue recoveries through
avoidance actions and other litigation. Holders of Old common
Stock will not receive any distribution and their equity interests
will be cancelled.  All the company's new equity will be held
privately; going forward the New Common Stock issued pursuant to
the Plan will not trade over any public exchange.

Pursuant to the Plan, PTS will continue to operate its three
business segments -- E. and L. Transport, Hadley Auto Transport,
and Leaseway Motorcar Transport.  The management team will
continue to manage these businesses in their current positions as
the company emerges.

"Today, PTS is a stronger, more competitive company. We remain
committed to a market philosophy that is based on solid long-term
relationships with our customers and vendors," Mr. Cornish noted.  
We have been a recognized leader for innovation and customer
service in our industry for years, and we intend for our
leadership to continue."

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.


PHH: Fitch Rates $1.3 Million Class II-B-5 Certificates at B
------------------------------------------------------------
Fitch rates PHH Alternative Mortgage Trust's mortgage pass-through
certificates, series 2007-1, group II:

   --$220.5 million classes II-1A, II-2A1, II-2A2, II-1AX, II-   
     2AX, II-1PO, II-2PO, II-AR 'AAA';

   --$5.3 million class II-B-1 certificates 'AA';

   --$2.8 million class II-B-2 certificates 'A';

   --$1.6 million class II-B-3 certificates 'BBB';

   --$1.6 million privately offered class II-B-4 certificates
     'BB'; and,

   --$1.3 million privately offered class II-B-5 certificates
     'B'.

The 'AAA' rating on the senior certificates reflects the 5.75%
subordination provided by the 2.25% class II-B-1, 1.20%
class II-B-2, 0.70% class II-B-3, 0.70% non-offered class II-B-4,
0.55% non-offered class II-B-5, and 0.35% non-offered class
II-B-6.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  The ratings
also reflect the quality of the mortgage collateral, the
capabilities of Wells Fargo Bank, National Association, as Master
Servicer, and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The group II mortgage loans in aggregate contain fully amortizing,
adjustable-rate mortgage loans with an aggregate principal balance
of $233,902,115 and an average principal balance of $249,895.  The
weighted average original loan-to-value ratio is 73.89%, and the
weighted average FICO is 704.  The states with the largest
concentration of mortgage loans are California, Florida, and New
York.  All other states represent less than 8% of the aggregate
pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Deutsche Alt-A Securities, Inc., a Delaware corporation, will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits.  HSBC Bank USA, National
Association will act as trustee.


PREMIER ENT: Unsecured Creditors to Receive 100% of Claims
----------------------------------------------------------
Premier Entertainment Biloxi LLC, dba Hard Rock Hotel & Casino
Biloxi, and Premier Finance Biloxi Corp. filed a Joint Plan of
Reorganization and disclosure statement explaining that plan with
the U.S. Bankruptcy Court for the Southern District of
Mississippi.

The plan provides for a 100% recovery to all holders of allowed
claims.

                        Treatment of Claims

Holders of Allowed Administrative Expense Claims will receive cash
on the later of the Plan effective date or the date the claim
became allowed.

Holders of Allowed Professional Compensation and Reimbursement
Claims will be paid in full in cash as approved by the Bankruptcy
Court.

Holders of Allowed Priority Tax Claims will receive cash and
interest at the applicable rate on the Plan effective date.  All
Allowed Priority Tax Claims not due on that date will be paid in
the ordinary course of business as they become due.

Holders of Class 1 Allowed Other Priority Claims will receive cash
on the later of the plan effective date or the date the claim
became allowed.

At the sole option of the Debtors, holders of Class 2 Allowed
Secured Tax Claims will receive cash, or equal semiannual cash
payments over a period not exceeding five years starting on the
plan effective date together with interest at applicable rate.

At the sole option of the Debtors, holders of Class 3 Allowed
Other Secured Claims:

   a. will be reinstated on the plan effective date;

   b. will receive cash including interest at applicable rate on
      the latter of the plan effective date or the date the claim
      became allowed, or

   c. will receive the collateral securing its claim on the latter
      of the plan effective date or the date the claim became
      allowed.

Holders of Class 4 Allowed Secured PEB Bond Claims and holders of
Class 5 Allowed Secured Premier Finance Bond Claims will receive
their pro rata share of:

   a. any principal amount of the bonds outstanding on the plan
      effective date plus accrued interest in cash on the plan
      effective date; and

   b. the amount, if any, of the Disputed Liquidated Damages
      Escrow, as defined in the plan, in cash, promptly after
      resolution of the Disputed Liquidated Damages Claims, as
      defined in the plan, by settlement or final order.

Holders of Class 6 Allowed General Unsecured PEB Claims and Class
7 Allowed General Unsecured Premier Finance Claims will receive
50% of its allowed claim on the plan effective date.  The
remaining 50% will be paid within 60 days or as soon as
practicable.

Class 8 PEB Equity Interests and Class 9 Premier Finance Equity
Interest remain the same.

A full-text copy of the debtors' disclosure statement is available
for free at:

   http://www.researcharchives.com/bin/download?id=070129034206

                   About Premier Entertainment

Based in Biloxi, Mississippi, Premier Entertainment Biloxi LLC dba
Hard Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/
-- owns and operates hotels.  The Company filed for chapter 11
protection on Sept. 19, 2006 (Bankr. S.D. Ms. Case No. 06-50975).  
Nicholas Van Wiser, Esq., and Robert Alan Byrd, Esq., at Byrd &
Wiser, represent the Debtors.  Corby Davin Boldissar, Esq., at
Locke Liddell & Sapp, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $252,862,215 in assets and $226,069,921
in debts.


RBS GLOBAL: Moody's Puts B3 Rating on $150 Mil. Sr. Notes Due 2016
------------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
of RBS Global, Inc., the parent company of Rexnord Corporation,
and assigned new debt rating in connection with its pending
acquisition of Jacuzzi Brands' water management product business.

Moody's also affirmed a SGL-2 liquidity rating reflecting good
liquidity and expected covenant compliance.

The rating outlook is stable.

Ratings affirmed:

   -- Corporate Family Rating at B2;

   -- Probability-of-default rating at B2;

   -- $960 million Senior Secured Bank Credit Facilities at Ba2,
      LGD2, 17%;

   -- $795 million Senior Unsecured Bonds due 2014 at B3, LGD4,
      67%;

   -- $300 million Senior Subordinated Bonds due 2016 at Caa1,
      LGD6, 93%; and,

   -- Speculative Grade Liquidity Rating at SGL-2.

The outlook is stable.

Ratings assigned:

   -- B3 to $150 million Senior Notes due 2016, LGD4, 67%.

RBS is acquiring Zurn for approximately $942 million.  Zurn is a
leading manufacturer and distributor in the multi-billion dollar
non-residential construction market for water management products.  
This acquisition will create a new strategic water management
platform for RBS.  At closing, RBS will assume approximately $660
million in incremental funded debt which will actually decrease
the company's pro forma leverage to approximately 6.2x from
approximately 6.8x at LBO.  

Moody's estimates that free cash flow will decline to the low
single digits as a percentage of reported debt from approximately
7% prior to the LBO and Zurn acquisition.

The primary factors supporting the ratings are:

   (1) the breadth of RBS' product offering and the company's
       significant installed base which is even further enhanced
       through the Zurn acquisition.;

   (2) the increased diversity of the company's end-markets,
       which can mitigate the economic or industry-specific
       cyclicality; and,

   (3) Moody's expectation that the Zurn acquisition will be
       accretive and further improve RBS' free cash flow profile.

RBS' ratings reflects the speculative characteristics of the
credit and are constrained by:

   (1) the increased debt load assumed by RBS in connection with
       its acquisition;

   (2) the resulting deterioration in some of its credit metrics,
       such as free cash flow-to-debt and interest coverage; as
       well as,

   (3) an aggressive financial policy driven by its private
       equity ownership.

The SGL-2 liquidity rating reflects good liquidity over the next
twelve months.  Moody's anticipates continued positive operating
cash flow generation which, together with availability under the
new revolving credit facility, should cover all of the company's
operating needs.

The stable outlook reflects Moody's expectation that the company's
financial and operating profile will improve as RBS benefits from
favorable demand dynamics in many of its and Zurn's end-markets
and expected discretionary cash flow is used to reduce debt.

RBS' ratings outlook would improve if its debt levels were reduced
such that free cash flow as a percentage of total adjusted debt
improve to approximately 10%, debt to EBITDA decrease to 5x and
interest coverage improve to above 1.8x on a sustainable basis.

RBS' ratings could experience downward pressure if the company
were to make another material debt-funded acquisition or pay a
dividend to its private equity owners so that the free cash flow
as a percentage of total adjusted debt becomes negative or
break-even and leverage stays over 6x for an extended period of
time.

RBS Global, Inc., headquartered in Milwaukee, Wisconsin, is a
manufacturer of motion technology products, primarily focused on
power transmission products serving industrial and aerospace
end-markets.  Zurn is a manufacturer and distributor in the
non-residential construction market for water management products.  
Pro forma for the Zurn acquisition, RBS is expected to generate
sales of approximately $1.5 billion.


READER'S DIGEST: Earns $62 Million in Second Quarter Ended Dec. 31
------------------------------------------------------------------
The Reader's Digest Association Inc. reported $62 million of net
income on $802 million of revenues for the second quarter ended
Dec. 31, 2006, compared with a $122 million net loss on
$765 million of revenues for the same period ended Dec. 31, 2005,
reflecting stronger operating results at RD North America and
RD International.  

For fiscal 2007, reported results for the quarter included a loss
on the sale of American Woodworker of $6 million, and costs
related to the pending merger with an entity formed by an investor
group led by Ripplewood Holdings L.L.C. totaling $5 million, which
included higher stock-based compensation expenses as a result of
increases in the company's stock price and non-operating
transaction costs.  Excluding these items, adjusted operating
profits were $122 million.  

For Fiscal 2006, reported results included a non-cash charge of
$188 million in connection with the write-down of goodwill
associated with Books Are Fun and a gain on an asset sale of $1
million.  Excluding these items, fiscal 2006 adjusted operating
profits were $111 million. .

Free Cash Flow was $133 million in the quarter, favorable to last
year's free cash flow by $13 million.  The improvement is
attributable to improved operating results, proactive working
capital management across the divisions, and the final installment
of $10 million from the sale of the Pleasantville headquarters
facility.  

"The improved operating results for this quarter were in line with
our expectations," said Eric W. Schrier, President and Chief
Executive Officer.  "We had strong performances from our North
America and International divisions, and we saw signs of
improvement at Consumer Business Services, especially Books Are
Fun.  Free cash flow increased, as we had projected, building on
our cash flow improvement in the first quarter.  In particular, I
am very encouraged by the performance of our new initiatives,
which are increasingly contributing to the company's growth."

                Reader's Digest North America (RDNA)

In the second quarter, revenues for RDNA were $275 million, up 11
percent over last year, and operating profits were $37 million, up
31 percent.

Revenue and profit gains were driven by the favorable impact of
investments in new businesses including Every Day with Rachael
Ray, Taste of Home Entertaining, and the acquisition of
http://Allrecipes.com/. Further driving results were recent  
cookbook launches including The Taste of Home Cookbook.  Increased
sales of U.S. Books and Home Entertainment products also
contributed to higher RDNA revenues.  These gains were partly
offset by lower advertising sales at Reader's Digest magazine and
reduced revenues from American Woodworker magazine, which was sold
in December 2006.

                Reader's Digest International (RDI)

Revenues for RDI were $330 million, versus $301 million in the
2006 quarter.  Foreign currency fluctuations increased revenues in
fiscal 2007 by $23 million.  Higher revenues reflected strong
continuous and attached mail campaigns in Australia, and strong
product performance in Germany, including new products.  Revenues
improved in many of the newer markets, including Ukraine, Bulgaria
and Romania.  These results were partly offset by lower revenues
for Books and Home Entertainment products in the United Kingdom,
Poland, Portugal and Hungary as a result of lower response rates
from outside list customers, and postal disruptions in Poland and
Portugal.

Operating profits were $47 million, versus $39 million in the
prior-year quarter, an increase of 22 percent, or 13 percent
currency-neutral.  Foreign currency fluctuations increased
operating profits by $3 million.  The revenue improvement, as well
as a shift in timing of certain promotional campaigns, contributed
to the profit increase.

                  Consumer Business Services (CBS)

In the second quarter, CBS reported revenues of $211 million, down
8 percent from last year, and operating profits of $49 million,
down 9 percent.  At BAF, revenue declines were driven by fewer
corporate events, reflecting higher vacancies of corporate sales
representatives in certain markets due to the departure of those
sales reps in fiscal 2006, as well as the absence of revenue from
exited lines of business.  BAF has made significant progress in
replacing sales reps, as well as gaining traction with initiatives
designed to lower the cost base, upgrade the management team,
improve the effectiveness of the sales force and strengthen cash
flow.  At QSP, revenues and profits declined principally because
of lower magazine and gift sales.  

Corporate unallocated expenses were $13 million, versus
$10 million in the year-ago quarter.  The increase in these costs
was driven by additional stock-based compensation expense
attributed to a 29 percent increase in the price of RDA common
stock during the second quarter of Fiscal 2007.  In addition, the
variance was driven by lower expense in Fiscal 2006 because of the
reversal of a litigation-related reserve that was no longer
necessary.

                          Merger Agreement

The company has entered into a merger agreement under which an
investor group led by Ripplewood Holdings L.L.C. will acquire all
of the outstanding common shares of RDA for $17.00 per share.  The
transaction is expected to close by the end of February 2007, and
is subject to the funding of the investor group's committed
financing and the approval of the holders of a majority of the
outstanding shares of RDA common stock, as well as other customary
closing conditions.  A shareholders meeting to consider adoption
of the merger agreement is scheduled for Feb. 2, 2007.

                       About Reader's Digest  

The Reader's Digest Association Inc. (NYSE: RDA) --
http://www.rda.com/-- is a global publisher and direct marketer  
of products that inform, entertain and inspire people of all ages
and cultures around the world. The corporate website is Global
headquarters are located at Pleasantville, New York.

As reported in the  Troubled Company Reporter on Nov. 20, 2006,
Standard & Poor's Ratings Services reported that the 'BB' ratings
on Reader's Digest Association Inc. remain on CreditWatch with
negative implications, where they were placed on Aug. 15, 2006.


RESIDENTIAL FUNDING: Fitch Holds Low-B Ratings on 8 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed 33 classes of Residential Funding
Mortgage Securities I, Inc residential mortgage-backed
certificates:

Series 2004-S1

   --Class A at 'AAA'.

Series 2004-S4 Group 1

   --Class I-A at 'AAA'.

Series 2004-S4 Group 2

   --Class II-A at 'AAA'.

Series 2004-S5 Group 1

   --Class I-A at 'AAA'.

Series 2004-S5 Group 2

   --Class II-A at 'AAA'.

Series 2004-S6 Groups 1 & 2

   --Classes I-A and II-A at 'AAA'.

Series 2004-S6 Group 3

   --Class III-A at 'AAA'.

Series 2004-S9 Group 1

   --Class I-A at 'AAA'.

Series 2004-S9 Group 2:

   --Class II-A at 'AAA';
   --Class II-M-1 at 'AA';
   --Class II-M-2 at 'A';
   --Class II-M-3 at 'BBB';
   --Class II-B-1 at 'BB';
   --Class II-B-2 at 'B'.

Series 2005-S5:

   --Class A at 'AAA';
   --Class M1 at 'AA';
   --Class M2 at 'A';
   --Class M3 at 'BBB';
   --Class B1 at 'BB';
   --Class B2 at 'B'.
   
Series 2005-S6:

   --Class A at 'AAA';
   --Class M1 at 'AA';
   --Class M2 at 'A';
   --Class M3 at 'BBB';
   --Class B1 at 'BB';
   --Class B2 at 'B'.

Series 2005-S9:

   --Class A at 'AAA';
   --Class M1 at 'AA';
   --Class M2 at 'A';
   --Class M3 at 'BBB';
   --Class B1 at 'BB';
   --Class B2 at 'B'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $2.63 billion of
outstanding certificates.  All classes in the transactions
detailed above have experienced slight to moderate growth in CE
since closing and there have been only minimal collateral losses
to date.  The pools are seasoned from a range of only 12 to
34 months.  The pool factors range from approximately 55% to 92%
outstanding.

The mortgage loans consists of conventional, fully amortizing,
15 and 30-year fixed-rate mortgages secured by first liens on one
to four-family residential properties.  GMAC-RFC, rated 'RMS1' by
Fitch, is the master servicer.


REVLON INC: Completes $100 Million Rights Offering
--------------------------------------------------
Revlon Inc. has disclosed the completion of its over-subscribed
$100 million rights offering and the related private placement it
launched on Dec. 18, 2006, with public shareholders seeking to
subscribe for approximately 72 million shares, which was
approximately 34 million shares in excess of the 37,847,472 shares
sold to the public in the rights offering at $1.05 per share.

MacAndrews & Forbes Holdings Inc., Revlon's majority stockholder,
which is wholly-owned by Ronald O. Perelman, has purchased in a
private placement directly from Revlon a total of 57,390,623
shares of Revlon's Class A common stock, pursuant to a previously-
disclosed Stock Purchase Agreement between Revlon and MacAndrews &
Forbes, at the same price of $1.05 per share, representing the
number of shares that MacAndrews & Forbes would otherwise have
been entitled to subscribe for in the rights offering pursuant to
its basic subscription privilege.

The shares sold to MacAndrews & Forbes were sold in reliance on
Rule 506 under the Securities Act of 1933, as amended.  The
issuance of shares to MacAndrews & Forbes was not registered under
the Securities Act of 1933, as amended, and, accordingly, such
shares may not be offered or sold in the U.S. absent registration
or an applicable exemption from registration requirements.

As a result of these transactions, Revlon will have issued a total
of 95,238,095 new shares of its Class A common stock, increasing
the number of outstanding shares of Revlon's Class A common stock
to 476,688,940 shares and increasing the total number of shares of
common stock outstanding, including the company's existing
31,250,000 shares of Class B common stock, to 507,938,940 shares.
With the completion of these transactions, MacAndrews & Forbes
beneficially owns approximately 58% of Revlon's Class A common
stock and approximately 60% of Revlon's total common stock
outstanding, which shares represent approximately 74% of the
combined voting power of such shares.

Revlon also announced that Revlon Consumer Products Corporation,
Revlon's wholly owned operating subsidiary, will use approximately
$50 million of the proceeds of the rights offering and related
private placement to redeem approximately $50 million aggregate
principal amount of its 8 5/8% Senior Subordinated Notes due 2008,
at a redemption price of 100% of the principal amount of such
Notes, plus accrued and unpaid interest up to, but not including,
the redemption date.  

In addition, Revlon announced that on or about Jan. 25, 2007, RCPC
used the remainder of such proceeds to repay approximately
$43 million of indebtedness outstanding under RCPC's $160 million
revolving credit facility (which represented all of the
indebtedness outstanding under this facility at that time),
without any permanent reduction in that commitment, after paying
fees and expenses incurred in connection with the rights offering
and related private placement, with the remaining approximately $5
million available for general corporate purposes.

                            About Revlon

Revlon Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a   
cosmetics, skin care, fragrance, and personal care products
company.  The Company's brands include Revlon(R), Almay(R), Vital
Radiance(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

                         *     *     *

At Sept. 30, 2006, Revlon Inc.'s balance sheet showed $925 million
in total assets and $2.1 billion in total liabilities, resulting
in a $1.2 billion stockholders' deficit.


REXNORD CORP: Proposed New $150MM Sr. Notes Get S&P's Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' ratings to
Rexnord Corp.'s proposed new issuance of $150 million senior
unsecured notes due 2016.

At the same time, Standard & Poor's affirmed its 'CCC+' rating on
the company's currently outstanding 9.5% senior unsecured notes
due 2014 following the $310 million add-on.

Also, Standard & Poor's affirmed its 'B+' rating and '1' recovery
rating on the company's existing senior secured credit facility
following the proposed $200 million add-on to its term loan B.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on the Milwaukee, Wisconsin-based diversified industrial
manufacturer.

The outlook is stable.

Proceeds from the proposed new debt issuances, along with an
equity infusion by Rexnord's equity sponsor, Apollo Management LP
and its affiliates, will be used to finance the acquisition of
Jacuzzi Brands Inc.'s water management business.   All ratings are
based on preliminary offering statements and are subject to review
upon final documentation.


SALTON SEA: Moody's Upgrades Senior Debt Rating to Baa3 from Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt rating
of Salton Sea Funding Corporation to Baa3 from Ba1.

The rating outlook remains stable.

Moody's also affirmed the Ba1 senior secured rating of CE
Generation, LLC which is a 100% owner of Salton Sea with a stable
outlook.

The upgrade reflects:

   -- a recent agreement on a higher fixed energy rate to be
      received by the project from its principal offtaker,
      Southern California Edison, starting May 1, 2007, and
      running for five years to April 30, 2012;

   -- the improving credit quality of SCE; sustained improvements
      in operational and financial performance since the project
      overcame operational issues in 2002 and 2003; and,

   -- the expectation that financial performance will continue to
      show improvement with coverage ratios of over 2x in a few
      years time, although coverages are likely to be slightly
      lower in the short-term due to outlays for a pipe
      replacement program that is expected to enhance operational
      and financial performance over the longer term.

The rating action considers the benefits of greater predictability
and stability to Salton Sea's cash flows from receiving a higher
fixed energy rate of 6.15 cents/kWh from SCE for five years
beginning May, 1, 2007.  The California Public Utilities
Commission granted approval of this agreement on
Oct. 19, 2006. SCE's ratings were upgraded on Oct. 16, 2006,
reflecting expectations of continued strong financial performance
and indications of a more supportive and more reliable regulatory
environment in California.  The rating action further considers
the importance of these geothermal assets to the California
electric market, given the state's focus on renewable resources as
a core component of its energy policy.

The rating affirmation of CE Gen's Ba1 rating reflects the effect
of greater geographic and fuel source diversification that results
from its ownership of the three gas fired projects located in New
York, Texas, and Arizona in addition to Salton Sea and the low
leverage of these projects.

Nevertheless, this credit positive is offset against the effect of
structural subordination to project level debt below CE Gen,
primarily at Salton Sea.  Because cash flow from Salton Sea is
projected to increase, while cash flow from CE Gen's other
projects is expected to decline, structural subordination to the
debt at Salton Sea becomes more important over time.  This trend
is particularly marked after 2009 when the existing contract
expires at Saranac, another CE Gen project subsidiary.  At that
time, the vast majority of the cash flows at CE Gen will be coming
from Salton Sea, which must maintain at least a 1.5x coverage
ratio to make distributions up to CE Gen.  

Salton Sea is forecast to be comfortably above that distribution
test threshold, but its ability to make distributions up to CE Gen
will take on greater significance in the future.  As a result,
Moody's feels it is appropriate to recognize this structural
subordination issue with a one notch difference between the
ratings of CE Gen and Salton Sea.

The stable outlook for both Salton Sea and CE Gen reflects the
contractual nature of the cash flows, an expectation of strong
operational and financial performance going forward, along with
the expectation that the credit quality of SCE will be maintained.

Sea Salton Funding Corporation is the funding vehicle for ten
California-based geothermal projects.  Salton Sea is a
wholly-owned subsidiary of CE Generation LLC, which in turn, is
jointly-owned by MidAmerican Energy Holdings Company and by
TransAlta USA Inc.


SCOTTISH RE: Shareholders to Vote on MassMutual Deal on Feb. 23
---------------------------------------------------------------
Scottish Re Group Limited will hold an Extraordinary General
Meeting of Shareholders at 11 a.m. local time on Feb. 23, 2007 to
vote on its agreement between Scottish Re Group Limited and
MassMutual Capital Partners LLC and certain affiliates of Cerberus
Capital Management, L.P.  The meeting will be held at:

     Fairmont Hamilton Princess Hotel
     76 Pitts Bay Road, Pembroke HM11
     Hamilton, Bermuda

Scottish Re set Jan. 19, 2007 as the record date for the
determination of shareholders entitled to vote at the
Extraordinary General Meeting.  

                     About Scottish Re Group

Scottish Re Group Limited -- http://www.scottishre.com/--    
provides reinsurance of life insurance, annuities and annuity-type
products through its operating companies in Bermuda, Charlotte,
North Carolina, Dublin, Ireland, Grand Cayman, and Windsor,
England.  At March 31, 2006, the reinsurer's balance sheet showed
$12.2 billion assets and $10.8 billion in liabilities

                           *     *     *

Moody's Investors Service continues to review the ratings of
Scottish Re Group Ltd. with direction uncertain following the
announcement by the company that it has entered into an agreement
to sell a majority stake to MassMutual Capital Partners LLC, a
member of the MassMutual Financial Group and Cerberus Capital
Management, L.P., a private investment firm.  

Ratings under review include Scottish Re Group Limited's senior
unsecured debt which is rated at Ba3 and preferred stock rated at
B2.

Standard & Poor's Ratings Services has also revised the
CreditWatch status of its ratings on Scottish Re Group Ltd.,
Scottish Re's operating companies, and dependent unwrapped
securitized deals to positive from negative.  Scottish Re has a
'CCC' counterparty credit rating, and Scottish Re's operating
companies have 'B+' counterparty credit and financial strength
ratings.  These ratings were placed on CreditWatch negative on
July 31, when Scottish Re announced poor second-quarter results
and that liquidity was tight.  

Fitch Ratings added that Scottish Re Group Ltd.'s ratings remain
on Rating Watch Negative following the announcement that SCT has
entered into an agreement which will result in a new equity
investment into the company of $600 million.  SCT's ratings were
placed on Rating Watch Negative on July 31, due to concerns
regarding the company's ability to repay $115 million of senior
convertible notes that are expected to be put to the company on
Dec. 6.  Ratings on Rating Watch Negative include the company's BB
issuer default rating and the BB- rating on its 4.5% $115 million
senior convertible notes.

A.M. Best Co. has downgraded the Financial Strength Rating to B
from B+ and the issuer credit ratings to "bb+" from "bbb-" of the
primary operating insurance subsidiaries of Scottish Re Group
Limited.  A.M. Best has also downgraded the ICR of Scottish Re to
"b" from "bb-" and all of Scottish Re's debt ratings.  All ratings
remain under review with negative implications.


SMARTIRE SYSTEMS: Inks Sale Agreement for $1.8 Million Debentures
-----------------------------------------------------------------
SmarTire Systems Inc. entered into an agreement providing for the
sale of convertible debentures in the amount of up to $1,800,000.  
On Jan. 23, 2007, SmarTire sold one convertible debenture for
gross proceeds of $684,000.  The Agreement provides that SmarTire
may sell convertible debentures for the balance of up to
$1,116,000 at any time over the next six months.

"As reported on Dec. 10, 2006, our first quarter results showed a
continuing trend of year-on-year revenue growth and major players
in the commercial vehicle industry have advised us that they plan
to begin ordering our products," SmarTire CFO Jeff Finkelstein
said.  "This indication was further supported last week with the
announcement by DaimlerChrysler Commercial Buses that they will
begin supplying SmarTire products to their customers.  As this
revenue growth trend continues throughout 2007, it is most
important that we have the working capital necessary to respond to
this increase in product demand.  The actions recently undertaken
to reduce our operating costs and the infusion of the net proceeds
from the first tranche of this financing represent major steps in
satisfying our working capital requirements going forward."

                           About SmarTire

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops   
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

As reported in the Troubled Company Reporter on Jan. 8, 2007, the
company's balance sheet at Oct. 31, 2006, showed $6.1 million  
in total assets, $38.7 million in total liabilities, and 2.2
million in preferred shares subject to mandatory redemption,
resulting in a stockholders' deficit of $34.8 million.


TASMAN CDO: Moody's Rates $4 Mil. Class C Mezzanine Notes at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Tasman CDO, Ltd.:

   -- Aaa to $164,000,000 Class A1S Senior Secured Floating Rate
      Notes Due 2047;

   -- Aaa to $30,000,000 Class A1J Senior Secured Floating Rate
      Notes Due 2047;

   -- Aa2 to $58,000,000 Class A2 Senior Secured Floating Rate
      Notes Due 2047;

   -- A2 to $20,000,000 Class A3 Secured Deferrable Floating Rate
      Notes Due 2047;

   -- Baa2 to $12,000,000 Class B Mezzanine Secured Deferrable
      Floating Rate Notes Due 2047 and

   -- Ba1 to $4,000,000 Class C Mezzanine Secured Deferrable
      Floating Rate Notes Due 2047.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of CDO Securities and CDS
Transactions due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.


TD AMERITRADE: Earns $146 Mil. in First Fiscal Qtr. Ended Dec. 31
-----------------------------------------------------------------
TD AMERITRADE Holding Corporation's net income increased 14%, to
$146 million for the first fiscal quarter ended Dec. 31, 2006,
from $128 million in the quarter ended Sept. 29, 2006.

The company's net revenues for the quarter ended Dec. 31, 2006,
also increased to $535 million from $489 million in the previous
quarter.

At Dec. 31, 2006, the company had $17 billion in total assets,
$16 billion in total liabilities, and $1.7 billion in total
stockholders' equity.

                    December Quarter Highlights

   -- Record net income of $146 million

   -- Record non-GAAP net income of $173 million

   -- Record pre-tax income of $239 million, or 45% of
      net revenues

   -- Operating margin of $278 million, or 52%

   -- Record EBITDA of $291 million, or 54%

   -- Net revenues of $535 million

   -- Average client trades per day of approximately 238,000

   -- Annualized return on equity of 34% for the quarter

   -- Client assets of approximately $278.2 billion, including
      $39.8 billion of client cash and money market funds

   -- Liquid assets of $499 million; cash and cash equivalents
      of $441 million

   -- 109,000 new accounts at an average cost per account of
      $360; 40,000 closed accounts; 6,260,000 Total Accounts;
      3,255,000 Qualified Accounts

   -- Average client margin balances of approximately
      $7.3 billion.  On Dec. 31, 2006, client margin balances
      were approximately $7.6 billion.

"After 4 record years, we've begun the new year with our best
quarter ever.  Pre-tax margin of 45 % and ROE of 34 % puts us near
the 90th %ile of the S&P 500," said Joe Moglia, chief executive
officer.  "We've delivered all of this while executing on the
integration of TD Waterhouse and our client segmentation
strategy."

                 Expanded Stock Repurchase Program

As part of its active management of equity capital, the company
utilized $130 million to repurchase 7.7 million shares of its
common stock during the quarter.  As of Dec. 31, 2006, TD
AMERITRADE had repurchased approximately 11.5 million shares under
the expanded 32 million share repurchase program.

Headquartered in Omaha, Nebraska, TD AMERITRADE Holding Corp.
-- http://www.amtd.com/-- through its brokerage subsidiaries,  
provides a dynamic balance of investment products and services
that furthers the Independent Spirit of individual investors.  The
Company's full spectrum of services include a leading active
trader program and long-term investor solutions, including a
national branch system, as well as relationships with one of the
largest networks of independent registered investment advisors.  
The company's common stock trades under the ticker symbol AMTD.

                          *     *     *

TD AMERITRADE Holding Corp.'s bank loan debt carries Moody's Ba1
rating.  The rating was placed on Dec. 15, 2005, with a stable
outlook.

On the same date, Standard & Poor's placed the company's long-term
local issuer credit rating at BB with a stable outlook.

Fitch also placed, on the same date, the company's bank loan debt
and long-term issuer default ratings at BB with positive outlook.


TITAN GLOBAL: Greystone Completes Private Block Purchase of Stock
-----------------------------------------------------------------
Titan Global Holdings Inc. has learned that an affiliate of
Greystone Business Credit LLC, its senior lender, completed the
private block purchase of 1,250,000 common shares of Titan
previously owned by Capital Source LLC.  The transaction followed
the company's $22.6 million refinancing agreement with Greystone.

This purchase followed Titan's repayment of all sums owed to
Capital Source LLC under various loan agreements on Dec. 29, 2006.
Titan and Capital Source LLC have no ongoing business
relationship.

The private block sale between Greystone and Capital Source LLC
didn't involve Titan and had no impact on Titan's outstanding
common shares.

"We are pleased to learn that Greystone bought the common shares
previously owned by Capital Source," said Bryan Chance, President
and Chief Executive Officer of Titan Global Holdings.  "Greystone
is an excellent finance partner: both smart and with an
entrepreneurial fervor that fits growth companies like Titan.  
This transaction reflects our ongoing commitment to building
shareholder value."

Recently, Titan consummated its previously announced repurchase of
1,250,000 common shares from Laurus Master Fund, Ltd.  The
repurchase followed Titan's repayment of all sums owed to Laurus
under various loan agreements.  Titan and Laurus have no ongoing
business relationship.

                         About Titan Global

Headquartered in Salt Lake City, Utah, Titan Global Holdings Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- is a   
diversified holding company with a dynamic portfolio of
subsidiaries that capitalize on the ever-expanding worldwide
demand for new communications and connectivity services and
products.  Titan's Telecommunications Division includes Oblio
Telecom Inc., a market leader in prepaid telecommunications and
the second largest publicly-owned company in the international
prepaid telecommunications space, StartTalk Inc., Pinless, Inc.
and Titan Wireless Communications, Inc., a prepaid wireless
communications and mobile virtual network operator.  Titan's
Electronics and Homeland Security Division includes Titan PCB East
Inc. and Titan PCB West Inc.  These companies specialize in the
manufacturing of advanced circuit boards and other high tech
products for military and high-tech clients.

                           *     *     *

At Nov. 30, 2006, Titan Global's balance sheet showed
$54.3 million in total assets and $69 million in total
liabilities, resulting in a $15.2 million total stockholders'
deficit.


TRANSDIGM INC: S&P Holds B+ Rating on Proposed $1.03 Billion Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' bank loan
rating and '2' recovery rating on TransDigm Inc.'s proposed,
amended $1.03 billion credit facility, indicating expectations of
a substantial recovery of principal in the event of a payment
default.

The facility consists of a $200 million revolving credit facility,
which is being increased from $150 million, and
$830 million term loan, which is being increased from
$650 million.  The proceeds from the $180 million term loan
increase and $250 million of new subordinated notes will be
used to finance the pending $430 million acquisition of Aviation
Technologies Inc. by TransDigm's parent, TransDigm Group Inc.

The revolver is expected to be undrawn at close.

The corporate credit rating is 'B+' and the outlook is stable.

"The ratings on TransDigm reflect a highly leveraged balance
sheet, the cyclical and competitive pressures of the commercial
aerospace industry, an active acquisition program, and a
relatively modest scale of operations [around $550 million
revenues pro forma for the acquisition], but incorporate the
firm's leading positions in niche markets and very strong profit
margins," said Standard & Poor's credit analyst Christopher
DeNicolo.

TransDigm is a well-established supplier of highly engineered
aircraft components for nearly all commercial and military
airplanes as well as engines.  Although the ATI acquisition will
weaken credit protection measures, including consolidated debt to
EBITDA to a relatively high 5.7x from the current 4.5x,
anticipated material debt reduction from free cash flow should
restore an appropriate financial profile in the intermediate term.  
Still, the ATI transaction significantly limits flexibility for
additional acquisitions.


UNIVERSITY HEIGHTS: Wants Until May 10 to Decide on Leases
----------------------------------------------------------
University Height Association Inc. asks the U.S. Bankruptcy
Court for the Northern District of New York to further extend
the period within which it can elect to assume or reject
non-residential real property leases, until May 10, 2007.

Francis J. Smith, Esq., attorney at McNamee Lochner Titus &
Williams P.C., points out that the Debtor's leases must be
assumed or rejected with 120 days after the Debtor's bankruptcy
filing date or the leases will be deemed rejected.  Hence, the
extension must be sought before the time period expires, Mr. Smith
says.

The Debtor's leases will expire on Feb. 9, 2007.

Headquartered in Albany, New York, University Heights
Association Inc. -- http://www.universityheights.org/-- is
composed of four educational institutions that aim to enhance
the economic vitality and quality of life of its immediate
community.  The company filed for chapter 11 protection on
Feb. 13, 2006 (Bankr. N.D.N.Y. Case No. 06-10226).  Judge
Littlefield dismissed the Debtor's chapter 11 case due to bad
faith filing.  On Oct. 12, 2006, the Debtor filed a chapter
22 petition (Bankr. N.D.N.Y. Case No. 06-12672).  Francis J.
Smith, Esq., at McNamee, Lochner, Titus & Williams, PC,
represents the Debtor in its second chapter 11 bankruptcy
proceeding.  When the Debtor filed its second bankruptcy,  
it estimated assets and liabilities between $10 million and
$50 million.


US AIRWAYS: Improved Bid Grants Recovery for Delta Air Creditors
----------------------------------------------------------------
The Unofficial Committee of Unsecured Claimholders of Delta Air
Lines, Inc., urged the Official Creditors' Committee to carefully
consider the meaningfully improved proposal by US Airways Group,
Inc., to merge with Delta and commit an open process that would
allow a full exploration of strategic alternatives.

The Unofficial Committee believes it is essential that creditors
be given a chance to decide whether to pursue a standalone
reorganization plan or a viable alternative means of maximizing
value.  The US Airways bid is a viable alternative that should be
explored.

The Unofficial Committee believes this proposal provides a
superior recovery for creditors compared to what they would
receive under Delta's standalone Chapter 11 plan.  Investors have
also concluded the US Airways offer is economically superior, as
evidenced by their pricing of Delta bonds in recent weeks, as well
as on Jan. 29, 2007, in response to press reports about the
improved merger proposal.

As the largest organized group of unsecured claimholders of Delta,
the Unofficial Committee members are vitally concerned that
creditor recoveries be maximized.  Other creditors agree -- since
Thursday, numerous holders of Delta claims have contacted the
Unofficial Committee to register their support for its position.

While there are risks inherent in any transaction, these risks
have been minimized under the terms of the latest proposal by US
Airways.  The Official Creditors' Committee should urge Delta
management to:

   * Provide reasonable and customary access for US Airways to
     perform its due diligence in a manner consistent with similar
     transactions.

   * Fully cooperate with US Airways to make the required filings
     under HSR.

   * Agree to a 30-day continuance of the disclosure statement
     hearing to allow for due diligence.

Given the magnitude of creditor support for a complete evaluation
of the US Airways proposal, the Official Creditors' Committee
should take these reasonable steps so that creditors may have an
opportunity to decide for themselves whether they prefer a merger
alternative or standalone reorganization.

The Unofficial Committee's financial advisor is Jefferies &
Company, Inc., and its legal counsel is Paul, Weiss, Rifkind,
Wharton & Garrison LLP.

                       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.

                         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: Keeps Mum on Upped Delta Air Offer
----------------------------------------------
US Airways Group Inc. wouldn't comment on reports that it offered
to add $1 billion to its bid for Delta Air Lines Inc., the
Associated Press reports.

The Wall Street Journal reported Monday, citing people familiar
with the matter, that US Airways was willing to up its bid on the
condition that Delta's Official Committee of Unsecured Creditors:

     * demand that Delta open itself to due diligence by US
       Airways;

     * ask the Court to postpone Delta's disclosure statement
       hearing scheduled on February 7; and

     * support the start of a formal antitrust review.

WSJ further related that the increased offer came after US Airways
was approached by a group of Delta creditors consisting of short-
term investors who were not part of the Creditors' Committee.

AP quotes Valerie Wunder, a US Airways spokeswoman as saying, "our
advisers are in regular contact with (Delta's) ad hoc committee,
and the advisers to the creditors committee."

"We expect this will continue as the Feb. 1 deadline on our offer
to continue the process approaches. However, we are not going to
comment on the specifics of any conversation."  Ms. Wunder adds.

AP also quotes US Airways spokesman Phil Gee saying that US
Airways hasn't officially decided to change its offer and would
have to notify the SEC if it did.

WSJ had reported that although the upped bid was final, it wasn't
yet official, as it needed director approval.

                         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.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Standard & Poor's Ratings Services stated that its ratings on US
Airways Group, including the 'B-' corporate credit ratings on US
Airways Group and its major operating subsidiaries America West
Holdings Corp., America West Airlines Inc., and US Airways Inc.,
remain on CreditWatch with developing implications, where they
were initially placed on Nov. 15, 2006.


USA COMMERCIAL: Panel Taps Diamond McCarthy as Special Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in USA Commercial
Mortgage Company and its debtor-affiliates' chapter 11 cases asks
the U.S. Bankruptcy Court for the District of Nevada for authority
to employ Diamond McCarthy Taylor Finley & Lee LLP as its special
litigation counsel.

Diamond McCarthy will assist the Committee, and then the USACM
Liquidating Trust established under the confirmed plan of
reorganization, to investigate and prosecute the causes of action
against the insiders and the affilates of the Debtors, including
but not limited to former officers and directors Thomas Hangtes,
Joseph Milanowski and USA Investment Partners, LLC as well as
potential third party professionals.

Allan B. Diamond, Esq., a Diamond McCarthy managing partner,
informs the Court that it will look solely to the Trust for
compensation and reimbursement of its expenses for its services in
accordance with the provisions of the confirmed Plan and the USACM
Liquidating Trust Agreement.

Court papers did not disclose how much the Firm would be paid for
its services.

Mr. Diamond assures the Court that the firm does not represent any
interest adverse to the Debtor or its estate.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more  
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.  On Jan. 8, 2007, the Court confirmed
the Debtors' Joint Chapter 11 Plan of Reorganization.


WENDY'S INTERNATIONAL: Enters Employment Deal with Kerrii Anderson
------------------------------------------------------------------
Wendy's International Inc. entered into an employment agreement
with Kerrii B. Anderson, the company's chief executive officer and
president.  The employment agreement became effective as of
Nov. 10, 2006, the day after the company reported her appointment
as Chief Executive Officer and President, and has a three-year
term, with an automatic renewal of successive one-year periods.

The employment agreement provides for an initial annual base
salary of $950,000, which may be increased from time to time
at the discretion of the Board of Directors or its Compensation
Committee.

The agreement provides also for an annual cash bonus payout
opportunity based on performance targets, both of which will be
established by the Compensation Committee.

Mrs. Anderson's annual bonus payout for fiscal 2006 will be
at least $900,000, and may exceed that amount based on the
performance of the Company and determined by aggregating:

   i) the pro-rata bonus based on target bonus criteria
      established for the CFO position plus;

  ii) the pro-rated bonus based on the 2006 target bonus of
      $1.8 million established for the CEO position.

For fiscal 2007 and years thereafter, Mrs. Anderson's annual
target bonus will, at a minimum, be set at 100% of her base salary
then in effect and she will also be eligible for threshold and
maximum bonus amounts as established by the Compensation
Committee.  

The agreement provides also for an annual award, commencing in
2007, of equity-based compensation having an aggregate value of
285% of the base salary as of the grant date; however, Mrs.
Anderson's eligibility for and the amount of those grants are
subject to the company's compensation policy for senior
executives, as determined by the Board of Directors or its
Compensation Committee from time to time.  

During the term of the employment agreement, Mrs. Anderson will
also be entitled to participate in the company's executive
employee benefit plans and programs.

If the Company terminates Mrs. Anderson's employment for
"cause", she will only be entitled to any accrued, but unpaid,
obligations.

If Mrs. Anderson is terminated without cause or resigns for "good
reason", she will be entitled to:

   i) all accrued, but unpaid, obligations,

  ii) a pro-rata portion of the target bonus of the year in which
      the termination occurs,

iii) one year's base salary plus payment of the target bonus     
      opportunity for the one-year period following termination,

  iv) any stock options or stock appreciation rights that would
      have otherwise vested within 12 months of the termination,
      and

   v) continuation of employee benefits for one year following
      the termination event.

If Mrs. Anderson dies or becomes disabled during the term of the
agreement, her employment will terminate and she will be entitled
to:

   a) all amounts earned or accrued and not previously paid,

   b) a pro-rata portion of the target bonus of the year in which
      the termination occurs,

   c) the immediate vesting of all unvested equity awards, and

   d) continuation of employee benefits for one year following
      the termination event.

In addition, Mrs. Anderson has also agreed to certain non-
competition provisions during the term of the employment agreement
and for up to eighteen months thereafter, depending
on the manner of termination.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,  
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
Wendy's International Inc.

Additionally, Moody's held its Ba2 ratings on the company's
$200 million 6.25% Senior Unsecured Notes Due 2011 and
$225 million 6.2% Senior Unsecured Notes Due 2014.  Moody's
assigned the debentures an LGD4 rating suggesting noteholders will
experience a 54% loss in the event of default.


WERNER LADDER: U.S. Trustee Appoints Official Creditors Committee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,  
informed the U.S. Bankruptcy Court for the District of Delaware
that Levine Leichtman Capital Partners III L.P. has resigned from
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Werner Holding Co. (DE) Inc. and its debtor-affiliates.

The Creditors Committee now comprises:

   (1) The Bank of New York, as Successor Trustee
       Attn: Kenny Tang
       101 Barclay Street, 8 West Corporate Trust
       New York, NY 10286
       Tel: (212) 815-2816
       Fax: (212) 815-5131

   (2) Saint-Gobain Corporation
       Attn: Thomas L. Fitzpatrick
       1 New Bond Street,
       Worcester, Massachusetts 01615
       Tel: (508) 795-5409
       Fax: (508) 795-5266

   (3) Venture Plastics
       Attn: Steve Trapp
       P.O. Box 249, 4000 Warren Road
       Newton Falls, Ohio 44444
       Tel: (330) 872-5774
       Fax: (330) 872-3597

   (4) WXP, Inc.
       Attn: John E. Thigpen
       93 Werner Road, Building A
       Greenville, Pennsylvania 16125
       Tel: (724) 588-2000
       Fax: (724) 589-4286

   (5) ReCap International (BVI) Ltd.
       c/o Murray Capital Management, Inc.
       Attn: Joseph Galzerano
       26th Floor, 680 Fifth Avenue
       New York, NY 10019
       Tel: (212) 582-5505
       Fax: (212) 582-5525

   (6) Pension Benefit Guaranty Corporation
       Attn: Adi Berger
       1200 K Street
       Washington, D.C. 20005
       Tel: (202) 326-4000
       Fax: (202) 842-2643

   (7) Claren Road Asset Management
       Attn: Trent Roderick Porter
       Suite 1401
       900 3rd Avenue
       New York, NY 10022
       Tel: (212) 310-5805
       Fax: (212) 888-1033

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

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  (Werner
Ladder Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants Exclusive Plan Filing Period Moved to March 9
------------------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates ask the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a plan of reorganization through
March 9, 2007, and to solicit acceptances of that plan through
May 8, 2007.

The Debtors' exclusive period to file a plan expired on Jan. 15,
2007.  

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors' Chapter 11
cases are large and complex, with a prepetition capital structure
that includes two secured prepetition credit facilities, a public
bond issuance, thousands of trade creditors, and several classes
of stock.  He adds that the Debtors have prepetition debts of
more than $1,100,000,000 listed on their scheduled liabilities.

Mr. Brady tells the Court that the Debtors have delivered to
parties-in-interest an operating budget for 2007, and have
recently begun negotiations with their creditors in formulating a
consensual plan of reorganization.

The Debtors anticipate delivering to the parties-in-interest the
long-term budget that will form the predicate for a valuation of
their business before the end of January.

Mr. Brady asserts that termination of the Debtors' Exclusive
Periods will adversely impact their business operations and the
progress of their Chapter 11 cases because it could result in any
party-in-interest being free to propose a competing plan, which
could result in a chaotic environment with no central focus.

Mr. Brady assures Judge Carey that the requested extension will
not prejudice the creditors' legitimate interests because the
Debtors continue to pay all of their undisputed postpetition
obligations as they become due.

The Court will convene a hearing tomorrow, Jan. 31, 2007, to
consider the Debtors' request.  By application of Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' Exclusive Periods is automatically extended through the
conclusion of that hearing.

                            Responses

1. Second Lien Committee

An ad hoc committee of second lien claimholders believes that
maintenance of the Debtors' exclusive right to file a plan should
facilitate an orderly marketing, auction, and sale process that
is part and parcel of an investor group's offer to purchase
substantially all of the Debtors' assets for $175,000,000, and to
act as stalking horse bidder in a Court-approved auction process.

The Second Lien Committee even suggests that the Debtors'
Exclusive Period should be extended until May 8, 2007, and their
Solicitation Period should be extended until July 6, 2007, to
allow for an orderly marketing and auction process that
culminates with a sale hearing on April 26, 2007.

However, the Second Lien Committee reserves its right to have the
extended periods reduced if the Debtors fail to timely pursue the
Investor Group's proposed Section 363 Sale Process.

The Second Lien Committee consists of holders of a majority in
amount of a Second Lien Credit Facility entered into by the
Debtors in May 2005, as well as holders of a substantial portion,
but less than a majority in amount, of a June 2003 First Lien
Credit Facility.

2. Creditors Committee

The Creditors Committee complains that the Debtors have not yet
delivered their 2007 Budget as of January 25, 2007, even though
the first exclusivity order required them to deliver their long-
term business plan by January 7.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, relates that on January 24, the Committee
received from the Debtors a revised proposed order extending
their Exclusive Period, provided that if by the date the Debtors
seek approval of bid procedures for the sale of all of their
assets, then the period will extend to March 9.  The Revised
Order also extends the Solicitation Period to April 16, and
provides a further extension to May 8 if the Debtors file a
Procedures Motion.

The Creditors Committee is willing to support any Chapter 11 plan
or sale transaction proposed by the Debtors as part of the
Procedures Motion.  However, the Committee insists that the
transaction must provide, at a minimum:

   (a) an opportunity for the general unsecured creditors to
       invest 9.9% of the equity of the new company for
       $12,000,000;

   (b) the general unsecured creditors' right to appoint one
       member of the Debtors' board of directors;

   (c) payment of all administrative claims incurred through the
       closing date of the sale, including any transaction fees
       owed to estate-retained professionals;

   (d) a $3,000,000 wind-down fund for (i) fees and expenses of
       Loughlin Meghji, Greenberg Traurig and Willkie Farr to
       complete a liquidating plan, and (ii) a litigation trust;

   (e) waiver by all participants in the stalking horse bid of
       any unsecured, deficiency, superpriority, adequate
       protection, and Section 507(b) claims at closing of the
       sale; and

   (f) consideration for unsecured creditors with regard to bid
       procedures.

The Committee reserves its right to seek termination of the
Exclusivity Periods for cause, including if any transaction
proposed by the Debtors fails to meet those minimum terms.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  (Werner
Ladder Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000)


WEST TRADE: Moody's Assigns Ba1 Rating to $4.5 Mil. Class F Notes
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by West Trade CDO II Ltd.:

   -- Aaa to $900,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Delayed Draw Notes due 2051;

   -- Aaa to $375,000,000 Class A-2 Second Priority Senior
      Secured Floating Rate Notes due 2051;

   -- Aaa to $50,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes due 2051;

   -- Aaa to $103,000,000 Class A-4 Fourth Priority Senior
      Secured Floating Rate Notes due 2051;

   -- Aa2 to $26,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes due 2051;

   -- Aa3 to $11,000,000 Class C Sixth Priority Senior Secured
      Floating Rate Notes due 2051;

   -- A2 to $13,000,000 Class D Seventh Priority Secured
      Deferrable Floating Rate Notes due 2051;

   -- Baa2 to $13,000,000 Class E Eighth Priority Mezzanine
      Deferrable Floating Rate Notes due 2051; and,

   -- Ba1 to $4,500,000 Class F Ninth Priority Mezzanine
      Deferrable Floating Rate Notes due 2051.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting mainly of CDO Obligations
and Mortgage Backed Securities due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

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


WILLIAM BOWMAN: Organizational Meeting Scheduled on February 7
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in William Bowman Associates Inc.'s chapter 11
case on Feb. 7, 2007, 10:00 a.m., at the U.S. Trustee's Office,
Suite 102, Bridge View Building, 800-840 Cooper Street, in Camden,
New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Based in West Berlin, New Jersey, William Bowman Associates, Inc.
-- http://www.bowmangrp.com/-- is a full-service land improvement  
and building contractor.  The Debtor filed for chapter 11
protection on January 11, 2007 (Bankr. D. N.J. Case No. 07-10441).  
Arthur Abramowitz, Esq., at Cozen O'Connor, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.


*Don Pelto Joins Intellectual Property Group of Sheppard Mullin
----------------------------------------------------------------
Don J. Pelto has joined the Washington, D.C. office of Sheppard,
Mullin, Richter & Hampton LLP as part of the firm's Intellectual
Property practice group.  Mr. Pelto, and his team of IP
specialists who are joining Sheppard Mullin with him, most
recently practiced with Kirkpatrick & Lockhart Preston Gates Ellis
in Washington, D.C.

Mr. Pelto specializes in intellectual property and patent
litigation, representing domestic and international clients in
intellectual property litigation, counseling and procurement.  
Specifically, he has experience with technological developments in
the fields of molecular biology, pharmaceuticals, bioinformatics,
pharmaceutical small molecules, diagnostics, chemi-informatics and
software, medical products and devices, including surgical
devices, medical product manufacturing processes and fluid
handling devices and related methodologies.

"Don's arrival marks another significant step in expanding our IP
practice, which continues to be the fastest growing group in the
firm," said Guy Halgren, chairman of the firm.  "The team's life
sciences knowledge and experience dovetail with our current West
Coast biotech clients and matters."

"I look forward to growing the firm's IP practice nationwide and
specifically in the D.C. office," Mr. Pelto said.  "Sheppard
Mullin is a top-notch national firm with an excellent reputation.  
I am thrilled to be joining with members of my former team, as
well as to be working with the great lawyers here and across the
firm's offices."

"We are excited to have Don and his team join us," said Ed Schiff,
managing partner of the firm's Washington, D.C. office.  "His
specialization is an excellent fit for the D.C. office, in light
of the region's prominence as a life sciences hub, and complements
our growth in the pharmaceutical regulatory practice area."

"Don's group is an excellent addition to the firm's IP practice,
which now includes over fifty attorneys firm wide," commented Gary
Clark, chair of the firm's Intellectual Property practice group.  
"They bring an incredible collective background in both IP
litigation and the life science industry."

Mr. Pelto has experience in the preparation and prosecution of
patent applications and licensing and technology transfers.  His
litigation experience includes interferences, Section 337 actions,
District Court infringement actions and Federal Circuit appeals.  
He has written opinions on freedom to operate, non-infringement
and invalidity.

Additionally, Mr. Pelto has successfully asserted and defended
against patent infringement claims, both in the U.S. District
Courts and the United States International Trade Commission.  He
has also represented clients in appeals before the United States
Court of Appeals for the Federal Circuit.

Before entering law school, Mr. Pelto was a research biologist
with the National Institutes of Health, National Institutes on
Aging where he performed original research in conjunction with the
Laboratory of Neurosciences and the Laboratory of Cardiovascular
Sciences.  Mr. Pelto earned a J.D. from University of Baltimore
School of Law in 1985 and a B.S. from University of Maryland in
1982.

            About Sheppard, Mullin, Richter & Hampton

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 490 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.  
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment, Media and
Communications; Finance and Bankruptcy; Government Contracts;
Intellectual Property; Labor and Employment; Litigation; Real
Estate/Land Use; Tax/Employee Benefits/Trusts & Estates; and White
Collar Defense.


*Lisa H. Lipman Joins Cohen Grigsby's Florida Office as Associate
-----------------------------------------------------------------
Lisa H. Lipman has recently joined Cohen & Grigsby P.C.

Lisa Hofbauer Lipman joins the firm's Naples, Florida office as an
associate in the Estates and Trusts Group.  She focuses her
practice in the areas of estate planning, estate administration,
and the representation of fiduciaries in matters involving
estates, trusts and private foundations.  She received her J.D.
from Boston College Law School in 2005, M.S. from Northwestern
University in 1995 and her B.A. from Union College in 1993.  She
is admitted to practice in Florida, Massachusetts and South
Carolina.  Prior to joining Cohen & Grigsby, Ms. Lipman was an
associate at the Boston office of Choate, Hall & Stewart LLP.  She
resides in Naples.

Cohen & Grigsby offers legal services to private and publicly held
businesses, nonprofits, multinational corporations, individuals
and emerging companies. It has experience in bankruptcy, business,
tax, employee benefits, estates, trusts, immigration, intellectual
property, international business, litigation, labor and
employment, and real estate. The firm is headquartered in
Pittsburgh, Pennsylvania and has offices in Bonita Springs,
Florida and Naples, Florida.  For more information, please visit
http://www.cohenlaw.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accorda Therapeut.      ACOR         (8)          40        5
AFC Enterprises         AFCE        (40)         157        4
Affymax Inc.            AFFY       (114)          61       53
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (514)      30,128   (1,202)
Armstrong World         AWI      (1,197)       4,721    1,132
Atherogenics Inc.       AGIX       (136)         197      146
Bare Essentials         BARE       (620)         139       42
Bearingpoint Inc.       BE          (46)       1,972      229
Blount International    BLT        (107)         441      121
CableVision System      CVC      (5,400)       9,777     (400)
Carrols Restaurant      TAST       (104)         497      (25)
Centennial Comm         CYCL     (1,092)       1,422      112
Charter Comm-a          CHTR     (5,632)      15,198     (999)
Choice Hotels           CHH         (78)         286      (48)
Cincinnati Bell         CBB        (679)       1,889       55
Claymont Stell H        PLTE        (30)         177      112
Clorox Co.              CLX         (55)       3,539      (20)
Compass Minerals        CMP         (74)         671      145
Corel Corp.             CRE         (22)         113       11
Crown Media HL          CRWN       (449)         917      190
Dayton Superior         DSUP       (171)         281       63
Delphi Corp             DPHIQ    (7,756)      17,514    2,250
Deluxe Corp             DLX         (66)       1,267     (462)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Double-Take Soft        DBTK        (54)          19       (2)
Echostar Comm           DISH       (365)       9,352    1,696
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts I        NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Gencorp Inc.            GY          (96)       1,021       (4)
Graftech International  GTI        (157)         875      253
Guidance Software       GUID         (2)          22       (1)
Hansen Medical I        HNSN        (32)          38       33
HealthSouth Corp.       HLS      (1,339)       3,310     (314)
I2 Technologies         ITWO        (46)         208        1
ICO Global C-New        ICOG        (60)         657     (380)
ICOS Corp               ICOS        (18)         285      112
IMAX Corp               IMAX        (33)         243       84
Immersion Corp          IMMR        (22)          47       31
Immunomedics Inc        IMMU        (21)          50       21
Incyte Corp             INCY        (66)         465      295
Indevus Pharma          IDEV       (124)          92       55
Inergy Holdings         NRGP        (19)       1,647      (12)
Investools Inc.         IEDU        (64)         120      (79)
IPG Photonics           IPGP        (31)         115       24
J Crew Group Inc.       JCG         (55)         414      128
Kaiser Aluminum         KALU     (3,105)       1,598      123
Koppers Holdings        KOP         (86)         637      148
Life Sciences           LSR         (25)         205       23
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (62)         269       18
McMoran Exploration     MMR         (18)         431      (27)
Navisite Inc.           NAVI         (4)         100       (9)
New River Pharma        NRPH        (65)         170      135
Nexstar Broadc-A        NXST        (78)         679       27
Northwest Airlines      NWACQ    (7,718)      13,498      659
NPS Pharm Inc.          NPSP       (182)         237      150
Obagi Medical           OMPI        (51)          50       12
ON Semiconductor        ONNN         (1)       1,417      316
Qwest Communication     Q        (2,576)      21,114   (1,569)
Radnet Inc.             RDNT        (74)         127       (1)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (540)       1,410      164
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (142)         442       16
Sealy Corp.             ZZ         (188)         933       89
Sepracor Inc.           SEPR        (33)       1,352      424
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Town Sports Inte.       CLUB        (25)         417      (55)
Unisys Corp.            UIS         (97)       4,064      264
Weight Watchers         WTW        (103)         935      (72)
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (504)       3,620      920

                             *********

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,
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 ***