TCR_Public/070131.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 31, 2007, Vol. 11, No. 26

                             Headlines

ABITIBI-CONSOLIDATED CO: Bowater Merger Cues DBRS' Ratings Review
ABITIBI-CONSOLIDATED INC: DBRS Puts Sr. Debt Rating Under Review
ADVANCED MARKETING: Marc E. Ravitz Joins Board of Directors
ADVANCED MARKETING: Wants to Sell PGW Distribution Agreements
AGERE SYSTEMS: Earns $16 Million in First Quarter Ended Dec. 31

AJAY SPORTS: Selects Jeffery Meek as Special Counsel
ALEXIS NIHON: Cominar Real Increases Purchase Bid to $138.75 Mil.
AMERICA CAPITAL: Obtains Open-Ended Exclusive Solicitation Period
AMERICAN CAMSHAFT: Panel Gets Nod to Employ Schafer as Counsel
BANC OF AMERICA: Fitch Affirms Low-B Ratings on 13 Cert. Classes

BCE INC: Shareholders Approve Bell Canada's Plan of Arrangement
BIOVEST INTERNATIONAL: Closes Amended & Restated Loan Transaction
BOWATER CANADIAN: Abitibi Merger Deal Cues DBRS to Review Ratings
BOWATER INC: DBRS Puts BB (low) Issuer Rating Under Review
CALFRAC HOLDINGS: Moody's Rates Proposed $125 Mil. Sr. Notes at B1

CALFRAC WELL: Moody's Places Corporate Family Rating at Ba3
CALFRAC HOLDINGS: S&P Rates $125 Million Eight-Year Notes at B
CALPINE CORP: Court Extends Deadline for Submission of Bids
CHASE MORTGAGE: Fitch Assigns Low-B Ratings to $1.2 Million Debt
CITIMORTGAGE ALTERNATIVE: Fitch Rates Class B-5 Certificates at B

COLLINS & AIKMAN: Disclosure Statement on First Amended Plan OK'd
COLLINS & AIKMAN: Discloses Composition of Possible Allowed Claims
COLLINS & AIKMAN: Liquidation Analysis Under First Amended Plan
COMMUNICATIONS CORP: Wants Plan-Filing Period Extended to April 30
CONNECTICUT VALLEY: Moody's Removes Ba2 Rating on $10 Mil. Notes

CSP INC: Receives Notice of Delisting From Nasdaq
CYBERONICS INC: Posts $8.5 Mil. Net Loss in Quarter Ended July 28
DELTA AIR: Secures $2.5 Billion Exit Financing Facility
DOLE FOOD: Weak Performance Prompts Moody's to Junk Ratings
DOV PHARMA: Commences Exchange Offer for $70 Million Debentures

DURA AUTOMOTIVE: Judge Carey Approves CFO Employment Agreement
EDUCATE INC: Investor Acquisition Deal Cues Moody's Ratings Review
ELEPHANT & CASTLE: Inks Definitive Agreement With Repechage
GEO GROUP: Closes Acquisition of CentraCore Properties for $427.6M
GRANITE BROADCASTING: U.S. Trustee Unable to Form Official Panel

HEALTH MANAGEMENT: Will Give $10 Per Share Special Cash Dividend
INTERSTATE BAKERIES: Wants DIP Financing Extended to Feb. 9, 2008
INTERSTATE BAKERIES: Names Craig Jung as Chief Executive Officer
JARDEN CORP: Proposed $400 Mil. Sub. Notes Rated B3 by Moody's
JPMORGAN AUTO: Moody's Rates Unclassified Certificates at Ba2

JPMORGAN AUTO: S&P Assigns BB Rating to Unclassified Certificates
KANSAS CITY SOUTHERN: S&P Puts Ratings on Negative CreditWatch
KEYSTONE TRUCK: Organizational Meeting Scheduled on February 13
LEVITZ HOME: Court Approves Travelers and Resurgence Agreements
MESABA AVIATION: Treatment of Claims Under Reorganization Plan

MESABA AVIATION: Disclosure Statement Hearing Set for February 27
NATIONAL CINEMEDIA: S&P Assigns 'B+' Corporate Credit Rating
NELLSON NUTRACEUTICAL: Wants Until Feb. 14 to File Chapter 11 Plan
NEW ENGLAND COLLEGE: Moody's Upgrades B1 Rating to Ba3
NVIDIA CORP: Agrees To Buy Acceleware Corp. for $2.9 Million

ORECK CORP: Moody's Cuts Corporate Family Rating to B2 From B1
PAETEC COMMS: Moody's Holds B2 Corp. Family Rating & Will Remove
PAETEC HOLDING: S&P Holds B Rating on Proposed $800 Mil. Sr. Loan
PARMALAT SPA: Opens Door to Settlement Negotiations
PARMALAT SPA: Court Moves Permanent Injunction Hearing to Feb. 27

POINT NORTH: Receives Various Proposals for Different Assets
PORT TOWNSEND: Bankruptcy Filing Cues S&P's Default Rating
PT HOLDINGS: Files for Chapter 11 Protection in Washington
PT HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
QUEBECOR MEDIA: DBRS Affirms B (high) Senior Notes Rating

RECKSON ASSOC: Moody's Reviews Ba1 Ratings for Possible Downgrade
SELECT MEDICAL: HealthSouth Deal Prompts Moody's Ratings Review
SHERWOOD III: Moody's Rates $7 Million Class C Notes at Ba2
STRUCTURED ADJUSTABLE: Fitch Holds Low-B Ratings on Six Classes
STRUCTURED ASSET: Fitch Holds Junk Rating on Class B5 Certificates

SUN MEDIA: DBRS Holds Senior Unsecured Notes' Rating at BB
SUPERIOR WHOLESALE: S&P Rates $16.1 Million Class D Notes at BB
TESORO CORP: Moody's Affirms Corporate Family Rating at Ba1
THORNBURG MORTGAGE: Fitch Affirms Ratings on B4 & B5 Cert. Classes
U.S. ENERGY: Countryside's Lender Okays $99 Mil. USEB Settlement

U.S. STEEL: Earns $297 Million in 2006 Fourth Quarter
U.S. STEEL: Completes Tender Offer for 10-3/4% Senior Notes
UNIFI INC: Second Fiscal Quarter Net Loss Increases to $16.5 Mil.
US AIRWAYS: Has Until April 30 to Object to Claims
VICTORY MEMORIAL: Hires Donlin Recano as Claims & Noticing Agent

VIDEOTRON LTEE: DBRS Holds BB Rating on Senior Unsecured Notes
VILLAJE DEL RIO: Confirmation Hearing Moved to February 8
W.R. GRACE: Dec. 31 Balance Sheet Upside-Down by $568.7 Million
W.R. GRACE: District Court Affirms Exclusive Period Extension
WELLS FARGO: Fitch Assigns Low-B Ratings on $2.1 Mil. Debentures

XEROX CORP: Improved Leverage Prompts S&P's Positive Outlook

* CLOSE BROTHERS: Awarded "Restructuring Adviser of the Year 2007"
* Donlin Recano Retained by Victory Memorial
* R. Morawetz Joins Alvarez & Marsal Canada as Managing Director
* Richard B. Myrus Joins Proskauer Rose in Boston as Sr. Counsel
* Superior Capital to Invest in Underperforming Businesses

* Upcoming Meetings, Conferences and Seminars

                             *********

ABITIBI-CONSOLIDATED CO: Bowater Merger Cues DBRS' Ratings Review
-----------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc., Abitibi-Consolidated Company of Canada, Bowater
Inc., and Bowater Canadian Forest Products Inc. under Review with
Positive Implications following the announcement that Abitibi and
Bowater will join in an all-stock merger of equals.

Rating assigned:

Abitibi-Consolidated Company of Canada

   -- Notes Under Review - Positive BB (low)

Abitibi-Consolidated Inc.

   -- Senior Unsecured Debt Under Review - Positive BB (low)

Bowater Canadian Forest Products Inc.

   -- Senior Debentures Under Review - Positive BB (low)

Bowater Inc.

   -- Issuer Rating Under Review - Positive BB (low)

The new company, AbitibiBowater Inc., will be the largest
newsprint producer in the world, with a significant market share
in North America.  DBRS views the transaction, which is expected
to close in third quarter 2007, as positive for Abitibi and
Bowater.  The Under Review with Positive Implications status
reflects the expectation that the transaction will be completed on
time, as well as the uncertainty regarding the operating strategy
and financial structure of the new company.  In the event that the
transaction is delayed or does not close, there would be negative
implications for the rating.

The creation of AbitibiBowater will provide a broad base of assets
available for rationalization and capacity reduction. The
structural decline in newsprint demand, largely from electronic
substitution and declining circulation, has been widely reported
and is expected to continue.  As such, the consolidation of
commodity producers has become necessary to remain competitive
in today's increasingly challenging marketplace.  The increased
scale of the new company contributes to an improvement in its
business risk profile relative to that of Abitibi and Bowater on a
standalone basis.

The financial risk profile of AbitibiBowater is expected to remain
relatively high. On a pro forma basis, credit metrics are
generally in line with standalone Abitibi and Bowater, with debt-
to-EBITDA of 6.7 and cash flow coverage of 0.05.  However, planned
asset sales, including previously announced timberland and
hydroelectric-generating facilities, will provide funds to
be used toward debt reduction in 2007, which will improve
AbitibiBowater's financial profile.

In addition, expected acquisition synergies of $250 million
annually will increase earnings and cash flows in two years.
Furthermore, combined available borrowings on credit facilities
amounted to $860 million at September 30, 2006, which will be more
than sufficient to fund capital requirements in the near term.

DBRS will continue to monitor developments with respect to the
transaction, along with prevailing market conditions, and will
determine the appropriate rating action prior to the closing of
the transaction.


ABITIBI-CONSOLIDATED INC: DBRS Puts Sr. Debt Rating Under Review
----------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc., Abitibi-Consolidated Company of Canada, Bowater
Inc., and Bowater Canadian Forest Products Inc. under Review with
Positive Implications following the announcement that Abitibi and
Bowater will join in an all-stock merger of equals.

Rating assigned:

Abitibi-Consolidated Company of Canada

   -- Notes Under Review - Positive BB (low)

Abitibi-Consolidated Inc.

   -- Senior Unsecured Debt Under Review - Positive BB (low)

Bowater Canadian Forest Products Inc.

   -- Senior Debentures Under Review - Positive BB (low)

Bowater Inc.

   -- Issuer Rating Under Review - Positive BB (low)

The new company, AbitibiBowater Inc., will be the largest
newsprint producer in the world, with a significant market share
in North America.  DBRS views the transaction, which is expected
to close in third quarter 2007, as positive for Abitibi and
Bowater.  The Under Review with Positive Implications status
reflects the expectation that the transaction will be completed on
time, as well as the uncertainty regarding the operating strategy
and financial structure of the new company.  In the event that the
transaction is delayed or does not close, there would be negative
implications for the rating.

The creation of AbitibiBowater will provide a broad base of assets
available for rationalization and capacity reduction. The
structural decline in newsprint demand, largely from electronic
substitution and declining circulation, has been widely reported
and is expected to continue.  As such, the consolidation of
commodity producers has become necessary to remain competitive
in today's increasingly challenging marketplace.  The increased
scale of the new company contributes to an improvement in its
business risk profile relative to that of Abitibi and Bowater on a
standalone basis.

The financial risk profile of AbitibiBowater is expected to remain
relatively high. On a pro forma basis, credit metrics are
generally in line with standalone Abitibi and Bowater, with debt-
to-EBITDA of 6.7 and cash flow coverage of 0.05.  However, planned
asset sales, including previously announced timberland and
hydroelectric-generating facilities, will provide funds to
be used toward debt reduction in 2007, which will improve
AbitibiBowater's financial profile.

In addition, expected acquisition synergies of $250 million
annually will increase earnings and cash flows in two years.
Furthermore, combined available borrowings on credit facilities
amounted to $860 million at September 30, 2006, which will be more
than sufficient to fund capital requirements in the near term.

DBRS will continue to monitor developments with respect to the
transaction, along with prevailing market conditions, and will
determine the appropriate rating action prior to the closing of
the transaction.


ADVANCED MARKETING: Marc E. Ravitz Joins Board of Directors
-----------------------------------------------------------
The Board of Directors of Advanced Marketing Services Inc. has
appointed Marc E. Ravitz, CFA, as a director of the company.

Mr. Ravitz is executive vice president of Grace & White Inc., an
investment advisory firm, which, together with other affiliated
entities and persons, controls approximately 12% of the company's
common stock.

"Marc's firm has been a stockholder for many years.  We're pleased
that he has joined the Board, and we look forward to his
contributions," said Robert F. Bartlett, the Chairman of the
Board.

"I look forward to working with the other members of the Board and
management to chart a positive course for the company," Mr. Ravitz
stated.

The company's meeting of stockholders, scheduled on Jan. 24, 2007,
was adjourned to Feb. 23, 2007, 8:00 a.m. Pacific Standard Time,
at the company's offices in San Diego, California.  The meeting
was adjourned because less than a majority of the company's shares
outstanding and entitled to vote were represented at the meeting.
The record date for the meeting remains Dec. 26, 2006, and only
stockholders of record as of the close of business on that date
will be entitled to vote at the meeting.

                     About Advanced Marketing

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

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
Chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets
and debts of more than $100 million.  The Debtors' exclusive
period to file a Chapter 11 Plan will expire on Apr. 28, 2007.


ADVANCED MARKETING: Wants to Sell PGW Distribution Agreements
-------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to sell Publishers Group West Incorporated's rights under its
distribution agreements with various publishers to Perseus Books,
L.L.C., and Client Distribution Services, Inc.

The Debtors also ask the Court to authorize PGW to assume and
assign the Distribution Agreements, and sell certain other assets
related to its distribution business to Perseus Books.

The Debtors will continue to seek higher and better offers for the
PGW Assets.  However, given the exigencies surrounding PGW's
business, the Debtors do not intend to auction or adopt other
formal procedures to test the adequacy of the proposed
transaction.

The Debtors believe that any extended sale process could severely
impact the value of the PGW estate or jeopardize the financial
well-being of PGW's publishers.

The Debtors also explain that they had been exploring various
strategic alternatives for months prior to the Petition Date and
have continued those efforts postpetition.  The Debtors believe
that the terms of the Purchase Agreement and the PGW Sale
contemplated are fair and reasonable, and that the PGW Sale will
maximize the value of the PGW estate for the benefit of the
Debtors' creditors, stakeholders and other parties-in-interest.

Bankruptcy has prevented the Debtors from making payments with
respect to the relatively higher volume of products purchased and
sold by PGW during the busy holiday season, Paul N. Heath, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
relates.

Although PGW has been paying substantially all PGW Publishers
weekly since the Petition Date, according to Mr. Heath, failure to
make payments relating to the holiday season is leading to drastic
consequences for many, if not all of the PGW Publishers.

In some cases, Mr. Heath says, the financial difficulties have
placed the PGW Publishers in extreme distress, threatening a
possible "domino effect" of insolvencies if PGW does not soon
reach a solution where these claims may be satisfied.  PGW
Publishers may also demand for an expedited assumption or
rejection of the Distribution Agreements.

The Debtors, nonetheless, reserve the right to take appropriate
measures to pursue an alternative bid should the Debtors receive
any viable and superior offer before the Court considers the sale
to Perseus Books.  Should they pursue and accept an alternative
transaction, the Debtors seek the Court's permission to pay a
$500,000 breakup fee to Perseus Books.

AMS, through PGW, provides a full range of book marketing and
distribution services to smaller publishers under exclusive
contractual arrangements.  PGW stores the books at its
distribution centers and ships them to customers based on customer
requirements, primarily on a fully returnable basis.  PGW also
provides smaller publisher clients with a range of related
services, including marketing and publicity; customer service;
warehousing and distribution; billing and collections; and sales
and inventory reporting.

PGW's fees for its distribution and marketing services are
calculated as a percentage of net sales proceeds.  In the event a
product becomes old or unmarketable, PGW will, for a fee, return
any books in its possession to the PGW Publisher or destroy the
books.  PGW is under no obligation to purchase the books held in
its warehouses if it receives no orders for books from third party
retailers.

Founded in 1997, Perseus Books provides services to more than 150
independent publishers.  Perseus Books operates through CDS and
Consortium Book Sales & Distribution, Inc.  In fiscal year 2006,
CDS and Consortium shipped more than $330,000,000 of books at
wholesale value to more than 10,000 retailers and wholesalers in
the United States and Canada.

                  Purchase & Related Agreements

Pursuant to a Purchase Agreement dated January 18, 2007, PGW will
assign to CDS all of PGW's rights under each Distribution
Agreement with a Publisher that executes a publisher agreement
with Perseus Books.  CDS will purchase and assume on a prospective
basis all of PGW's obligations under each Distribution Agreement
with a Consenting Publisher.

PGW will also provide CDS with administrative, technical and
support services pursuant to a Transition Services Agreement.

Under the Publisher Agreements, Perseus Books will pay Consenting
Publishers representing at least 65% of PGW's best good faith
estimate of the maximum amount of the Prepetition Claims of all
Publishers, 70% of their claims against PGW in exchange for a
complete assignment to Perseus Books of the Prepetition Claims.
With respect to Consenting Publishers representing the remaining
35%, Perseus Books may -- but is not required to -- pay the
Consenting Publishers less than 70% of their Prepetition Claims.

PGW and Perseus Books agree that the Maximum Prepetition Claims
estimate will not exceed in the aggregate $28,950,193.

Perseus Books will release the estate from the paid portion of the
Claims.  Perseus Books will retain against the PGW estate an
administrative claim for the amount of the assigned Prepetition
Claim that is not released.

Perseus Books' administrative claim may be increased on a dollar-
for-dollar basis if the Net Amount paid by Perseus Books exceeds a
sliding scale keyed off a "purchase price" -- that is, the amount
paid by Perseus Books to Consenting Publishers net of its retained
administrative claim -- of $12,500,000 for all Distribution
Agreements.

CDS will purchase from PGW all returns of Consenting Publishers'
books received on or after the Petition Date, provided that with
respect to no more than 50% of the returns, CDS may pay for the
returns with a reduction in the amount of Perseus Books'
administrative claim against the estate.

PGW will transfer all items of each Consenting Publisher's
inventory to CDS, free and clear of all liens, claims and
interests of PGW's creditors, including Wells Fargo Foothill and
the DIP Lenders.

As a condition to closing, Publishers holding Claims aggregating
at least 65% of the Maximum Prepetition Claims against PGW must
execute the Publisher Agreements.

Perseus Books and CDS may terminate the Purchase Agreement if the
closing has not occurred, or in Perseus Books' good faith judgment
is not likely to occur, by March 15, 2007.

AMS and PGW retain the right to terminate the deal if, in their
good faith judgment, PGW no longer has the financial wherewithal
and capacity to (y) perform under the Purchase Agreement or the
Transition Services Agreement or (z) operate in the ordinary
course as established postpetition.

A full-text copy of the Purchase Agreement with Perseus Books is
available at no charge at http://ResearchArchives.com/t/s?193d

               PGW to Abandon Unassigned Contracts

The Debtors also seek the Court's nod to walk away from those
Distribution Agreements that will not be assigned, to avoid
burdening their estates with continuing obligations, if any,
associated with the Non-Assigned Contracts.

The Debtors may provide a written rejection notice by facsimile,
first-class mail or overnight courier to each Publisher to any
Non-Assigned Contract.  The applicable Non-Assigned Contract will
be deemed rejected effective upon the expiration of five days
after receipt of a Rejection Notice.

                     About Advanced Marketing

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007.


AGERE SYSTEMS: Earns $16 Million in First Quarter Ended Dec. 31
---------------------------------------------------------------
Agere Systems reported a net income of $16 million on revenues of
$372 million for the first quarter of fiscal 2007 ended Dec. 31,
2006, compared with a net loss of $19 million on revenues of
$403 million in the same quarter last year.

Richard Clemmer, president and chief executive officer of Agere,
said, "Agere turned in solid bottom-line performance in the first
quarter of fiscal 2007, reflecting a major turnaround from a year
ago.  During my fifteen months as CEO, Agere has made tremendous
strides as we executed on our three-phase turnaround plan.  In
phase one, we energized our three businesses through new
leadership and developed a corporate vision and strategy.  In
phase two, we narrowed our investment areas, focused our resources
on the markets where we have the technology and customers to win,
and implemented and executed on a process to reduce costs
throughout our business.  As a result, we have improved
profitability and have a solid baseline of products and design
wins to generate future revenue growth for phase three and beyond,
beginning in the June quarter."

                         LSI-Agere Merger

As reported in the Troubled Company Reporter on Dec. 5, 2006, LSI
Logic Corporations and Agere Systems Inc. have entered into
definitive merger agreement under which the companies will be
combined in an all-stock transaction with an equity value of
approximately $4 billion.

Under the terms of the agreement, Agere shareholders will receive
2.16 shares of LSI for each share of Agere they own.

The combined company, to be called LSI Logic Corporation, will
offer a comprehensive set of building block solutions including
semiconductors, systems and related software for storage,
networking and consumer electronics products

                        About Agere Systems

Agere Systems (NYSE: AGR) -- http://www.agere.com/-- provides
semiconductors and software solutions for storage, mobility and
networking markets.  The company's products enable a broad range
of services and capabilities, from cell phones, PCs and hard disk
drives to the world's most sophisticated wireless and wireline
networks.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Agere Systems Inc.


AJAY SPORTS: Selects Jeffery Meek as Special Counsel
----------------------------------------------------
Ajay Sports Inc. and its debtor-affiliates ask the U.S Bankruptcy
Court for the Eastern District of Michigan for permission to
employ Jeffery D. Meek & Associates as their special counsel.

For their services, the firm's professionals bill:

     Designation              Hourly Rate
     -----------              -----------
     Principal Attorney          $225
     Associate Attorney          $130
     Paraprofessionals            $80

Jeffery D. Meek, Esq., a principal at the firm, assures the Court
that his firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Meek can be reached at:

     Jeffery D. Meek, Esq.
     Jeffery D. Meek & Associates
     Suite 400
     38705 West Seven Mile Road
     Livonia, Michigan 48152
     Tel: (734) 953-0200
     Fax: (734) 953-0013
     http://www.jmeekandassociates.com/

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.


ALEXIS NIHON: Cominar Real Increases Purchase Bid to $138.75 Mil.
-----------------------------------------------------------------
Alexis Nihon Real Estate Investment Trust amended a combination
agreement with Cominar Real Estate Investment Trust, to provide
for an increase in the consideration under the cash component of
Cominar's offer from $17.00 to $18.50 per Alexis Nihon unit
tendered.  Under the amended offer, the maximum amount of cash
available would be increased to $138.75 million, from
$127.5 million, subject to pro-ration.

The other material terms of the proposed transaction, including
the exchange ratio of 0.77 of a Cominar unit per Alexis Nihon unit
available under the exchange, on a tax-deferred basis, remain
unchanged.  In addition, the Cominar cash offer expiry time has
been extended to 5:00 p.m. ET on Feb. 22, 2007.

At the request of Alexis Nihon and taking into account significant
recent unit acquisitions, Cominar has also agreed to waive certain
conditions under the Combination Agreement enabling Alexis Nihon
to grant access to material non-public information to Summit Real
Estate Investment Trust and Homburg Invest Inc.

"We are pleased with the increased cash consideration under the
Cominar offer," said Gerard A. Limoges, Chairman of the
Transaction Committee of the Board of Trustees of Alexis Nihon.
"The Board of Trustees and the Transaction Committee remain
committed to maximizing value for Alexis Nihon unitholders."

The Board of Trustees of Alexis Nihon has unanimously approved the
amendments to the combination agreement and has determined that
the amended offer and the exchange are fair to the Alexis Nihon
unitholders and reiterated its recommendation that all Alexis
Nihon unitholders vote in favour of the combination.  The Board of
Trustees of Alexis Nihon has received an opinion from CIBC World
Markets Inc., its financial advisor, that the revised
consideration offered under the transaction is fair from a
financial point of view to the unitholders of Alexis Nihon.
Robert A. Nihon, Executive Chairman of Alexis Nihon, abstained
from the vote.

Alexis Nihon has cancelled its special meeting of unitholders
scheduled for Jan. 29, 2007 at 10:00 a.m. ET and has called a new
special meeting of unitholders to be held on Feb. 22, 2007 at
10:00 a.m. ET at Centre Sheraton, 1201, Rene-Levesque Blvd., West,
Montreal.  A new record date to determine those Alexis Nihon
unitholders entitled to vote at the special meeting was set at
Jan. 25, 2007.

                Update on Unitholder Rights Plan

Alexis Nihon was informed on Jan. 24, 2007, that because the
unitholder rights plan adopted on Jan. 14, 2007 is a short-
duration rights plan and is in response to a threatened or
anticipated bid, the Toronto Stock Exchange has deferred
acceptance of the notice of the Plan until such time as it is
satisfied that the Autorite des marches financiers will not
intervene under applicable securities regulatory requirements.

       About Alexis Nihon REIT

Based in Montreal, Quebec, Alexis Nihon Real Estate Investment
Trust (TSX: AN.UN) -- http://www.alexisnihon.com/-- owns
interests in 65 office, retail, and industrial properties,
including a 426-unit multi-family residential property, located in
the greater Montreal area and the National Capital Region.  The
REIT's portfolio has an aggregate of 9.1 million square feet of
leasable area, of which 0.4 million square feet is co-owned.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Dominion Bond Rating Service placed the company's debt rating at
BB and stability rating at STA-4, with Positive Implications
following the announcement that Cominar Real Estate Investment
Trust will acquire all of the company's issued and outstanding
shares.  The transaction represents approximately $952 million,
including assumed debt and convertible debentures.


AMERICA CAPITAL: Obtains Open-Ended Exclusive Solicitation Period
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended the exclusive period within which America Capital
Corporation can solicit acceptances to its pending chapter 11 plan
of liquidation through and including 60 days after the date the
Court vacates its abatement order.

The abatement order requires the Debtor to maintain and preserve
the status quo as to the Court's judgment against the United
States government.

                     U.S. Government Judgment

The principal asset of the Debtor is its equity interest in a
judgment, which Transcapital Financial Corporation holds against
the United States government in the amount of $109.309 million,
which judgment was on appeal as of the Debtor's bankruptcy filing.

The judgment was subsequently reduced to $33.166 million in
damages, and is subject to either party's request for
consideration en banc.

The Debtor is the majority shareholder of Transcapital Financial
Corporation, a debtor and debtor-in-possession with its own
Chapter 11 case pending before the U.S. Bankruptcy Court for the
Southern District of Florida under Case No. 06-12644.

The Debtor filed its Plan of Liquidation on June 29, 2006.
Because the outcome of the Debtor's case and TFC's companion
chapter 11 case is dependent solely on TFC's success in the appeal
and any subsequent proceedings involving the judgment, the Court
entered an order abating the Chapter 11 proceeding on July 25,
2006.

In light of the abatement order, the case is not substantively
progressing forward.  The Debtor does not have the authority to
move forward with creditor negotiations in order to solicit plan
acceptances.

The Debtor does not believe that it is bound by the time
constraints stated in Section 1121 of the Bankruptcy Code to seek
to obtain acceptances to its Plan of Liquidation, however, it
filed the request out of an abundance of caution.

The Debtor assures the Court that the extension will not harm its
creditors or other parties-in-interest.

The extension is without prejudice to the Debtor's rights to seek
an additional extension of the exclusive solicitation period.

                    About America Capital Corp.

Based in Miami, Florida, America Capital Corp. holds a 65.19%
interest in TransCapital Financial Corporation.  TransCapital
Financial is a holding and management company that conducted
substantially all of its operations through its wholly owned
subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities as a savings and loans institution were banking and
lending and its primary lending activity was the originating and
purchasing of loans secured by mortgages on residential
properties.  Transohio Savings also endeavored to generate
residential loan originations through branch personnel and real
estate brokers.  Mobile home and home improvement loans were
generated through dealers and contractors and additionally,
Transohio Savings made construction loans generated by contractors
that usually extended to not more than one year in length.

America Capital filed for chapter 11 protection on June 19, 2006
(Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.
When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN CAMSHAFT: Panel Gets Nod to Employ Schafer as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in American Camshaft
Specialties Inc. and its debtor-affiliates' bankruptcy cases
obtained authority from the United States Bankruptcy Court for the
Eastern District of Michigan to employ Schafer and Weiner PLLC as
counsel, nunc pro tunc to Jan. 4, 2007.

Schafer and Weiner PLLC will:

   a) consult with the Debtors concerning the administration of
      the cases,

   b) investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the operation of
      Debtor's businesses, the desirability of the continuance of
      such businesses, and any other matter relevant to the case,

   c) participate in the formulation of a plan, and

   d) perform other services that are in the best interest of
      unsecured creditors.

Mr. Daniel J. Weiner, Esq., a partner at Schafer and Weiner PLLC,
told the court that the firm's professionals bill:

            Professional                    Hourly Rate
            ------------                    -----------
            Arnold Schafer, Esq.                $405
            Daniel J. Weiner, Esq.              $375
            Michael E. Baum, Esq.               $370
            Howard M. Borin, Esq.               $280
            Jason W. Bank, Esq.                 $260
            Joseph K. Grekin, Esq.              $240
            Michael R. Wernette, Esq.           $240
            Ryan D. Heilman, Esq.               $220
            Daniel V. Smith, Esq.               $210
            Leon N. Mayer, Esq.                 $175
            Kenneth R. Beams, Esq.              $170
            Kim K. Hillary, Esq.                $145
            Todd M. Schafer, Esq.               $130
            Tracey L. Porter, Esq.              $130
            Legal Assistant                     $105

In addition to the hourly rates, the firm will also charge the
Debtors for all other expenses incurred in connection with the
bankruptcy case.

Mr. Weiner assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Weiner can be reached at:

          Danier J. Weiner, Esq.
          Schafer and Weiner PLLC
          40950 Woodward Avenue, Suite 100
          Bloomfield Hills, Michigan 48304
          Tel: (248) 540-3340
          Fax: (248) 642-2127
          http://www.schaferandweiner.com/

                   About American Camshaft

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants -- ACS Grand
Haven, which is solely owned by Asimco Technologies, and a joint
venture between Nippon Piston Ring and ACS Inc.  Asimco
Technologies -- http://www.asimco.com/-- is headquartered in
Beijing, China, and produces a wide range of power train, chassis
and diesel fuel injection products for light duty and commercial
vehicle applications.  Asimco assembles semi-fully finished cast,
steel and assembled camshafts.  Aside from its U.S. operations,
Asimco has 18 manufacturing facilities and 52 sales offices in
China and one regional office in Europe and Japan.  Asimco's major
customers are automotive-based, such as DaimlerChrysler, Ford, GM,
Cummins and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
When the Debtors filed for protection from their creditors they
listed estimated assets and debts between $10 million and
$50 million.


BANC OF AMERICA: Fitch Affirms Low-B Ratings on 13 Cert. Classes
----------------------------------------------------------------
Fitch has affirmed the rating on Banc of America Funding
Corporation's, Mortgage Pass-Through Certificates:

Series 2004-2 Group 1

   -- Class CB affirmed at 'AAA';
   -- Class 1-B-2 affirmed at 'A'; and,
   -- Class 1-B-3 affirmed at 'BBB'.

Series 2004-2 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 2-B-1 affirmed at 'AA;
   -- Class 2-B-2 affirmed at 'A';
   -- Class 2-B-3 affirmed at 'BBB';
   -- Class 2-B-4 affirmed at 'BB'; and,
   -- Class 2-B-5 affirmed at 'B'.

Series 2004-2 Group 3

   -- Class A affirmed at 'AAA'.

Series 2004-3 Group 1

   -- Class A affirmed at 'AAA'.

Series 2004-3 Group 2

   -- Class A affirmed at 'AAA'.

Series 2004-4 Group 1

   -- Class A affirmed at 'AAA'.

Series 2004-4 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 15-B-1 affirmed at 'AA;
   -- Class 15-B-2 affirmed at 'A';
   -- Class 15-B-3 affirmed at 'BBB';
   -- Class 15-B-4 affirmed at 'BB'; and,
   -- Class 15-B-5 affirmed at 'B'.

Series 2004-5

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-3 affirmed at 'BBB'; and,
   -- Class B-4 affirmed at 'BB'.

Series 2004-A

   -- Class A affirmed at 'AAA'.

Series 2004-B Groups 1 & 2

   -- Class A affirmed at 'AAA';
   -- Class CB-3 affirmed at 'BBB'; and,
   -- Class CB-4 affirmed at 'BB'.

Series 2004-B Groups 3, 4 & 5

   -- Class A affirmed at 'AAA'.

Series 2005-6

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA;
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB'; and,
   -- Class B-5 affirmed at 'B'.

Series 2005-7 Groups 1, 3, & 4

   -- Class A affirmed at 'AAA';
   -- Class X-B-1 affirmed at 'AA;
   -- Class X-B-2 affirmed at 'A';
   -- Class X-B-3 affirmed at 'BBB';
   -- Class X-B-4 affirmed at 'BB'; and,
   -- Class X-B-5 affirmed at 'B'.

Series 2005-7 Group2

   -- Class A affirmed at 'AAA';

Series 2005-8

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA;
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB';
   -- Class B-5 affirmed at 'B'.

Series 2005-G

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA;
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB'; and,
   -- Class B-4 affirmed at 'BB'.

Series 2005-H Groups 1, 2, 3, 4, 5 & 6

   -- Class A affirmed at 'AAA';
   -- Class CB-1 affirmed at 'AA';
   -- Class CB-2 affirmed at 'A'; and,
   -- Class CB-3 affirmed at 'BBB'.


Series 2005-H Groups 7, 8, & 9

   -- Class A affirmed at 'AAA';

BAFC, a special purpose corporation, purchased the mortgage loans
from various entities and deposited the loans into the trusts. The
above transactions comprise conventional, 15 to 30 year fixed and
adjustable-rate mortgage loans extended to prime and 'Alternative
A' borrowers that are secured by first liens on one to four family
residential properties.  The loans classified as 'Alternative A'
were originated using underwriting standards that are different
from and in certain respects, less stringent than general prime
underwriting standards of the respective originators.

The affirmations on the above transactions reflect consistent
relationships of credit enhancement to future loss expectations
and affect approximately $3.91 billion in outstanding
certificates.  The trusts are seasoned 12 to 28 months and the
pool factors range from approximately 48% to 95% outstanding.

The aforementioned series are serviced by numerous entities.


BCE INC: Shareholders Approve Bell Canada's Plan of Arrangement
---------------------------------------------------------------
BCE Inc. discloses that the Bell Canada plan of arrangement
providing for the exchange of Bell Canada preferred shares for BCE
preferred shares has received final approval from Bell Canada's
common and preferred shareholders and the Quebec Superior Court.
The arrangement is part of the company's corporate simplification
initiative.

The share exchange and declaration of a one-time special dividend
of $0.20 per Bell Canada preferred share outstanding is expected
to be effective on Jan. 31, 2007 for holders of Bell Canada
preferred shares of record at the close of business on that date.
The payment of the one-time special dividend will be made within
seven days of Jan. 31, 2007.  Bell Canada preferred shareholders
must tender their preferred share certificates along with a
completed letter of transmittal and other requested material in
order to receive the new share certificates.

The new BCE preferred shares are expected to begin trading on the
Toronto Stock Exchange on Feb. 1, 2007.  Provided that the
arrangement becomes effective and that the Bell Canada preferred
shares are exchanged for BCE preferred shares, dividends otherwise
payable on the Bell Canada preferred shares on
Feb. 1, 2007 and Feb. 12, 2007 will not be paid by Bell Canada.
However, the initial dividend payable on the new BCE preferred
shares on Feb. 1, 2007 and Feb. 12, 2007 will be in the same
amount as if it had been paid by Bell Canada on those dates.

                          About BCE Inc.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, pursuant to which BCI
intends to monetize its assets in an orderly fashion and resolve
outstanding claims against it in an expeditious manner with the
ultimate objective of distributing the net proceeds to its
shareholders and dissolving the company.


BIOVEST INTERNATIONAL: Closes Amended & Restated Loan Transaction
-----------------------------------------------------------------
Biovest International, Inc., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission on Jan. 16, 2007, that
it closed an amended and restated loan transaction with Pulaski
Bank and Trust Company of St. Louis, Missouri, which amended the
Loan Agreement dated Sept, 5, 2006 pursuant to which Pulaski
agreed to loan up to of $1 million to the company pursuant to an
unsecured Promissory Note.

The material terms of the Transaction include:

    * The Note will become due and payable on July 5, 2007.  The
      Note can be prepaid by the Company at any time without
      penalty.

    * The outstanding principal amount of the Note will bear
      interest at the rate of the prime rate minus .05% (7.75% per
      annum initially).  Monthly payments of accrued interest only
      shall be due and payable monthly on the 5th day of each
      month commencing on Feb, 5, 2007.

    * The Note is an unsecured obligation of the Company and is
      subordinated to the Company's outstanding loan to Laurus
      Master Fund, Ltd.

    * The Note is guaranteed by entities and individuals
      affiliated with the Company or Accentia Biopharmaceuticals,
      Inc., the majority stockholder of the Company.  The Company
      has entered into Indemnification Agreements with each of the
      guarantors.

    * The company issued to the guarantors warrants to purchase an
      aggregate total of 1,388,636 shares of the company's Common
      Stock, par value $0.01 per share, at an exercise price of
      $1.10 per share.  The Warrants will expire on Jan. 15, 2012.
      Under the terms of the Warrants, the guarantors shall have
      piggy-back registration rights for the shares underlying the
      Warrants.

The Warrants were issued by the company in a transaction that was
exempt from registration under the Securities Act of 1933, as
amended, by virtue of Section 4(2) of the Securities Act and by
virtue of Rule 506 of Regulation D under the Securities Act.  The
sale and issuance did not involve any public offering, was made
without general solicitation or advertising, and the guarantors
are accredited investors with access to all relevant information
necessary to evaluate the investment and represented to us that
the Warrants was being acquired for investment.

Biovest International Inc. (OTC BB: BVTI.OB) --
http://www.biovest.com/-- develops advanced individualized
immunotherapies for life-threatening cancers of the blood system.
In addition, Biovest develops, manufactures and markets patented
cell culture systems, including the innovative AutovaxID(TM),
which is being developed as an automated vaccine manufacturing
instrument and for production of cell-based materials and
therapeutics.  Biovest's therapy for follicular non-Hodgkin's
lymphoma is currently in a Phase 3 pivotal clinical trial at more
than 20 major centers in the U.S., and is being conducted under a
Cooperative Research and Development Agreement (CRADA) with the
National Cancer Institute.  Biovest is a majority-owned subsidiary
of Accentia Biopharmaceuticals Inc.

                      Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006.  The auditing firm
cited that the company incurred significant losses and used cash
in operating activities during the years ended Sept. 30, 2006 and
2005, and had working capital and shareholders' deficits at
Sept. 30, 2006.


BOWATER CANADIAN: Abitibi Merger Deal Cues DBRS to Review Ratings
-----------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc. and Abitibi-Consolidated Company of Canada,
Bowater Inc. and Bowater Canadian Forest Products Inc. under
review with Positive Implications following the announcement that
Abitibi and Bowater will join in an all-stock merger of equals.

Rating assigned:

Abitibi-Consolidated Company of Canada

   -- Notes Under Review - Positive BB (low)

Abitibi-Consolidated Inc.

   -- Senior Unsecured Debt Under Review - Positive BB (low)

Bowater Canadian Forest Products Inc.

   -- Senior Debentures Under Review - Positive BB (low)

Bowater Inc.

   -- Issuer Rating Under Review - Positive BB (low)

The new company, AbitibiBowater Inc., will be the largest
newsprint producer in the world, with a significant market share
in North America.  DBRS views the transaction, which is expected
to close in third quarter 2007, as positive for Abitibi and
Bowater.  The Under Review with Positive Implications status
reflects the expectation that the transaction will be completed on
time, as well as the uncertainty regarding the operating strategy
and financial structure of the new company.  In the event that the
transaction is delayed or does not close, there would be negative
implications for the rating.

The creation of AbitibiBowater will provide a broad base of assets
available for rationalization and capacity reduction. The
structural decline in newsprint demand, largely from electronic
substitution and declining circulation, has been widely reported
and is expected to continue.

As such, the consolidation of commodity producers has become
necessary to remain competitive in today's increasingly
challenging marketplace.  The increased scale of the new company
contributes to an improvement in its business risk profile
relative to that of Abitibi and Bowater on a standalone basis.

The financial risk profile of AbitibiBowater is expected to remain
relatively high. On a pro forma basis, credit metrics are
generally in line with standalone Abitibi and Bowater, with debt-
to-EBITDA of 6.7 and cash flow coverage of 0.05.

However, planned asset sales, including previously announced
timberland and hydroelectric-generating facilities, will provide
funds to be used toward debt reduction in 2007, which will improve
AbitibiBowater's financial profile.

In addition, expected acquisition synergies of $250 million
annually will increase earnings and cash flows in two years.
Furthermore, combined available borrowings on credit facilities
amounted to $860 million at Sept. 30, 2006, which will be more
than sufficient to fund capital requirements in the near term.

DBRS will continue to monitor developments with respect to the
transaction, along with prevailing market conditions, and will
determine the appropriate rating action prior to the closing of
the transaction.


BOWATER INC: DBRS Puts BB (low) Issuer Rating Under Review
----------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc., Abitibi-Consolidated Company of Canada, Bowater
Inc., and Bowater Canadian Forest Products Inc. under review with
Positive Implications following the announcement that Abitibi and
Bowater will join in an all-stock merger of equals.

Rating assigned:

Abitibi-Consolidated Company of Canada

   -- Notes Under Review - Positive BB (low)

Abitibi-Consolidated Inc.

   -- Senior Unsecured Debt Under Review - Positive BB (low)

Bowater Canadian Forest Products Inc.

   -- Senior Debentures Under Review - Positive BB (low)

Bowater Inc.

   -- Issuer Rating Under Review - Positive BB (low)

The new company, AbitibiBowater Inc., will be the largest
newsprint producer in the world, with a significant market share
in North America.  DBRS views the transaction, which is expected
to close in third quarter 2007, as positive for Abitibi and
Bowater.  The Under Review with Positive Implications status
reflects the expectation that the transaction will be completed on
time, as well as the uncertainty regarding the operating strategy
and financial structure of the new company.  In the event that the
transaction is delayed or does not close, there would be negative
implications for the rating.

The creation of AbitibiBowater will provide a broad base of assets
available for rationalization and capacity reduction. The
structural decline in newsprint demand, largely from electronic
substitution and declining circulation, has been widely reported
and is expected to continue.  As such, the consolidation of
commodity producers has become necessary to remain competitive
in today's increasingly challenging marketplace.  The increased
scale of the new company contributes to an improvement in its
business risk profile relative to that of Abitibi and Bowater on a
standalone basis.

The financial risk profile of AbitibiBowater is expected to remain
relatively high. On a pro forma basis, credit metrics are
generally in line with standalone Abitibi and Bowater, with debt-
to-EBITDA of 6.7 and cash flow coverage of 0.05.  However, planned
asset sales, including previously announced timberland and
hydroelectric-generating facilities, will provide funds to
be used toward debt reduction in 2007, which will improve
AbitibiBowater's financial profile.

In addition, expected acquisition synergies of $250 million
annually will increase earnings and cash flows in two years.
Furthermore, combined available borrowings on credit facilities
amounted to $860 million at September 30, 2006, which will be more
than sufficient to fund capital requirements in the near term.

DBRS will continue to monitor developments with respect to the
transaction, along with prevailing market conditions, and will
determine the appropriate rating action prior to the closing of
the transaction.


CALFRAC HOLDINGS: Moody's Rates Proposed $125 Mil. Sr. Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating,
a Ba3 probability of default rating and a SGL-2 speculative grade
liquidity rating to Calfrac Well Services Ltd.

Moody's also assigned a B1, LGD4, 68% rating to Calfrac Holdings
LP's proposed offering of $125 million senior unsecured notes due
2015.

Calfrac Holdings LP is a wholly owned subsidiary of Calfrac and
the notes will be guaranteed by Calfrac on a senior unsecured
basis.

The outlook is stable.

Proceeds from the notes will be used to repay amounts currently
outstanding under the senior secured credit facility, with the
remaining proceeds used to fund planned 2007 growth capital
expenditures and for general corporate purposes.  Upon closing of
the notes offering, Calfrac will amend its senior secured credit
facility to decrease the revolver capacity from CDN$150 million to
CDN$90 million.

"Calfrac's Ba3 rating is based on our expectation that management
maintains low financial leverage and continues its focused organic
growth strategy underpinned with long-term contracts. Despite the
considerable uplift to the rating provided by the company's
conservative financial policies, Calfrac's rating was constrained
to Ba3 to reflect the considerable risks from its small size,
customer concentration and focus on fracturing services that are
tied to natural gas drilling activity, particularly in Western
Canada and the Rocky Mountains," Pete Speer, Moody's Vice-
President/Senior Analyst commented.

The SGL-2 liquidity rating indicates good liquidity over the next
four quarters from a combination of operating cash flow, available
borrowing capacity under the senior secured credit facility,
substantial pre-funding of 2007 capital expenditures from the
notes issuance and good debt covenant coverage; tempered by lower
natural gas prices and the potential for reduced natural gas
drilling activity, which could result in pricing weakness and
rapid declines in earnings and cash flows.

Pro forma for the notes issuance, Calfrac will have low leverage
with Debt/Capitalization of 37% at Sept. 30, 2006 and
five-year average Debt/LTM EBITDA of 1.0x.  Even with the elevated
leverage from the offering, current interest coverage will remain
in excess of 15x.  The company's focus on fracturing, coiled
tubing and cementing services and organic growth has resulted in
strong margins and returns as measured by EBIT/Assets consistently
in excess of 17%, including the weaker market conditions of 2001-
2002.  These leverage and return metrics are comparable to
investment grade oilfield service companies.  The ratings are
further supported by the company's experienced management team
that includes three of Calfrac's founders who own approximately
35% of the company's shares and have extended a contractual
commitment to hold at least 80% of their stake through March 2009,
which provides support for senior management to continue its long-
term strategy and conservative financial policies by mitigating
potential shareholder pressure.

Calfrac's small size, customer concentration and limited product
line and geographical diversification entail significant credit
risks that are more consistent with single-B rated oilfield
services companies.

In addition, the company plans to invest CDN$96 million in new
equipment in 2007 in the face of what could be weaker market
conditions.  Pro forma for the notes offering, total assets were
approximately CDN$500 million at Sept. 30, 2006, which is smaller
than its Ba3-rated peers and substantially smaller than the
dominant global players in pressure pumping services;
Schlumberger, Halliburton and BJ Services.

The company's customer base is relatively concentrated with EnCana
accounting for approximately 20% of revenues and the top five
customers in Canada and the US providing approximately 40% and 60%
of revenues, respectively.  Approximately 87% of Calfrac's
revenues are generated from fracturing services, which has been
tied to the growth of natural gas drilling in Canada  and the U.S.
Rocky Mountain region.  The company is expanding its other
pressure pumping service offerings and has established a foothold
in the Fayetteville Shale and Russia, but these other services
lines are still relatively small and the Russian operations have
yet to achieve profitability.

Moderating natural gas prices have already resulted in announced
reduction in natural gas development activity in Canada,
particularly in unconventional plays like coal-bed methane.

Moody's believes that some E&P companies' unconventional natural
gas developments in the Rocky Mountains and Fayetteville Shale
have economics that require $5 - $5.50 natural gas prices to reach
minimum investment return thresholds; therefore these activities
are especially vulnerable to declines in natural gas prices.  Any
moderation or significant downturn in activity combined with
additional pressure pumping assets being brought on in 2007 by
Calfrac and its competitors could result in price reductions and
decreased utilization which would rapidly reduce the company's
EBITDA.  These more difficult market conditions could test the
durability of Calfrac's market position against its larger
competition.

These risks are somewhat reduced by the majority of Calfrac's
Canadian revenues being tied to conventional shallow gas
fracturing services with only 10% of current total revenues tied
to Canadian CBM, and by its long-term contracts with certain key
customers that provides some revenue visibility into 2007.

The stable outlook is supported by Moody's expectation that market
conditions will remain supportive but no longer as buoyant as the
past two years.  The recent decline in natural gas prices may
reduce the growth in E&P activity or even result in a moderate
decline from recent levels, which could materially reduce
Calfrac's EBITDA from current upcycle levels.  The stable outlook
also reflects Moody's expectation that Calfrac maintains its
current strategy and conservative financial policies, including no
significant share buybacks in the near to medium term.

A positive outlook is possible if Calfrac were to materially
increase its scale and strengthen the durability of its business
through increased geographic diversification.  If this growth were
achieved through acquisition, Moody's would expect that the
strategic fit, valuation and incremental leverage would be
consistent with management's disciplined historical standards and
that any large acquisition would have substantial equity funding.

Ratings could be pressured if Calfrac were to materially increase
its present leverage through more aggressive growth capital
expenditures or debt funded acquisitions.  Debt/EBITDA and
debt/capitalization greater than 2x and 40% in upcycle conditions
could result in a negative outlook or ratings downgrade.

Also, a loss of a major customer or a significant or prolonged
deterioration in E&P activity would test the strength of Calfrac's
market position and could decrease the company's EBITDA and cash
flows more rapidly and deeply than expected, which could result in
a negative outlook or ratings downgrade.

Calfrac Well Services Ltd., headquartered in Calgary, Alberta,
Canada, is a provider of pressure pumping services to E&P
companies in Western Canada, the United States and Russia.


CALFRAC WELL: Moody's Places Corporate Family Rating at Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating,
a Ba3 probability of default rating and a SGL-2 speculative grade
liquidity rating to Calfrac Well Services Ltd.

Moody's also assigned a B1, LGD4, 68% rating to Calfrac Holdings
LP's proposed offering of $125 million senior unsecured notes due
2015.

Calfrac Holdings LP is a wholly owned subsidiary of Calfrac and
the notes will be guaranteed by Calfrac on a senior unsecured
basis.

The outlook is stable.

Proceeds from the notes will be used to repay amounts currently
outstanding under the senior secured credit facility, with the
remaining proceeds used to fund planned 2007 growth capital
expenditures and for general corporate purposes.  Upon closing of
the notes offering, Calfrac will amend its senior secured credit
facility to decrease the revolver capacity from CDN$150 million to
CDN$90 million.

"Calfrac's Ba3 rating is based on our expectation that management
maintains low financial leverage and continues its focused organic
growth strategy underpinned with long-term contracts. Despite the
considerable uplift to the rating provided by the company's
conservative financial policies, Calfrac's rating was constrained
to Ba3 to reflect the considerable risks from its small size,
customer concentration and focus on fracturing services that are
tied to natural gas drilling activity, particularly in Western
Canada and the Rocky Mountains," Pete Speer, Moody's vice-
president/senior analyst commented.

The SGL-2 liquidity rating indicates good liquidity over the next
four quarters from a combination of operating cash flow, available
borrowing capacity under the senior secured credit facility,
substantial pre-funding of 2007 capital expenditures from the
notes issuance and good debt covenant coverage; tempered by lower
natural gas prices and the potential for reduced natural gas
drilling activity, which could result in pricing weakness and
rapid declines in earnings and cash flows.

Pro forma for the notes issuance, Calfrac will have low leverage
with Debt/Capitalization of 37% at Sept. 30, 2006, and five-year
average Debt/LTM EBITDA of 1.0x.  Even with the elevated leverage
from the offering, current interest coverage will remain in excess
of 15x.  The company's focus on fracturing, coiled tubing and
cementing services and organic growth has resulted in strong
margins and returns as measured by EBIT/Assets consistently in
excess of 17%, including the weaker market conditions of 2001-
2002.  These leverage and return metrics are comparable to
investment grade oilfield service companies.  The ratings are
further supported by the company's experienced management team
that includes three of Calfrac's founders who own approximately
35% of the company's shares and have extended a contractual
commitment to hold at least 80% of their stake through March 2009,
which provides support for senior management to continue its long-
term strategy and conservative financial policies by mitigating
potential shareholder pressure.

Calfrac's small size, customer concentration and limited product
line and geographical diversification entail significant credit
risks that are more consistent with single-B rated oilfield
services companies.

In addition, the company plans to invest CDN$96 million in new
equipment in 2007 in the face of what could be weaker market
conditions.  Pro forma for the notes offering, total assets were
approximately CDN$500 million at Sept. 30, 2006, which is smaller
than its Ba3-rated peers and substantially smaller than the
dominant global players in pressure pumping services;
Schlumberger, Halliburton and BJ Services.

The company's customer base is relatively concentrated with EnCana
accounting for approximately 20% of revenues and the top five
customers in Canada and the US providing approximately 40% and 60%
of revenues, respectively.  Approximately 87% of Calfrac's
revenues are generated from fracturing services, which has been
tied to the growth of natural gas drilling in Canada  and the U.S.
Rocky Mountain region.  The company is expanding its other
pressure pumping service offerings and has established a foothold
in the Fayetteville Shale and Russia, but these other services
lines are still relatively small and the Russian operations have
yet to achieve profitability.

Moderating natural gas prices have already resulted in announced
reduction in natural gas development activity in Canada,
particularly in unconventional plays like coal-bed methane.

Moody's believes that some E&P companies' unconventional natural
gas developments in the Rocky Mountains and Fayetteville Shale
have economics that require $5 - $5.50 natural gas prices to reach
minimum investment return thresholds; therefore these activities
are especially vulnerable to declines in natural gas prices.  Any
moderation or significant downturn in activity combined with
additional pressure pumping assets being brought on in 2007 by
Calfrac and its competitors could result in price reductions and
decreased utilization which would rapidly reduce the company's
EBITDA.  These more difficult market conditions could test the
durability of Calfrac's market position against its larger
competition.

These risks are somewhat reduced by the majority of Calfrac's
Canadian revenues being tied to conventional shallow gas
fracturing services with only 10% of current total revenues tied
to Canadian CBM, and by its long-term contracts with certain key
customers that provides some revenue visibility into 2007.

The stable outlook is supported by Moody's expectation that market
conditions will remain supportive but no longer as buoyant as the
past two years.  The recent decline in natural gas prices may
reduce the growth in E&P activity or even result in a moderate
decline from recent levels, which could materially reduce
Calfrac's EBITDA from current upcycle levels.  The stable outlook
also reflects Moody's expectation that Calfrac maintains its
current strategy and conservative financial policies, including no
significant share buybacks in the near to medium term.

A positive outlook is possible if Calfrac were to materially
increase its scale and strengthen the durability of its business
through increased geographic diversification.  If this growth were
achieved through acquisition, Moody's would expect that the
strategic fit, valuation and incremental leverage would be
consistent with management's disciplined historical standards and
that any large acquisition would have substantial equity funding.

Ratings could be pressured if Calfrac were to materially increase
its present leverage through more aggressive growth capital
expenditures or debt funded acquisitions.  Debt/EBITDA and
debt/capitalization greater than 2x and 40% in upcycle conditions
could result in a negative outlook or ratings downgrade.

Also, a loss of a major customer and/or a significant or prolonged
deterioration in E&P activity would test the strength of Calfrac's
market position and could decrease the company's EBITDA and cash
flows more rapidly and deeply than expected, which could result in
a negative outlook or ratings downgrade.

Calfrac Well Services Ltd., headquartered in Calgary, Alberta,
Canada, is a provider of pressure pumping services to E&P
companies in Western Canada, the United States and Russia.


CALFRAC HOLDINGS: S&P Rates $125 Million Eight-Year Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alberta-based Calfrac Well
Services Ltd. and its 'B' senior unsecured debt rating to the
proposed $125 million eight-year notes to be issued by Calfrac
Holdings L.P., a wholly owned by subsidiary of Calfrac.

The debt is fully guaranteed by the company and certain wholly
owned subsidiaries.  The proposed debt issue is rated one notch
below the corporate credit rating, as the priority debt of the
company, ranking ahead of the $125 million, accounts for more than
15% of Calfrac's asset base.

The outlook is stable.

"The ratings on Calfrac reflect its participation in the cyclical
oil and natural gas well servicing sector, the high level of
competition in a fragmented market, and its current negative free
cash flow, which is expected to persist as the company plans to
expand its business," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"Although these factors hamper the rating, Calfrac's conservative
balance sheet and its track record of consistent and strong EBITDA
margins since its inception help offset these weaknesses.
Furthermore, the company has a portion of revenue contracted with
large exploration and production companies, which provides a level
of cash flow certainty, that we assess as a strength to the
company's credit profile," Ms Koutsoukis added.

Calfrac is an oilfield services provider to exploration and
production companies in western Canada, the Rocky Mountain region,
and Arkansas in the U.S., and Russia.  It provides fracturing and
well stimulation services to the oil and gas industry, which are
designed to increase the production of
hydrocarbons from wells.  It provides both conventional hydraulic
fracturing and hydraulic fracturing to produce natural gas found
in coal, also known as coal bed methane fracturing.  Other well
services offered by Calfrac include stimulation, coiled tubing,
acidizing, nitrogen, and cementing services.

The stable outlook reflects Standard & Poor's expectation that
Calfrac will continue to execute and fund its planned growth
initiatives largely through the use of internally generated cash
flows, while maintaining its current financial profile.  An
outlook revision to positive could occur if Calfrac is able to
realize its growth expectations and increase its diversity, while
improving its debt to cash flow metrics. Conversely, although not
likely in the
near-to-medium term, a negative rating action could occur if the
company's financial profile, relative to that of its peer group,
were to weaken as a result of a market slowdown or industry
overbuild.


CALPINE CORP: Court Extends Deadline for Submission of Bids
-----------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, has disclosed that the Honorable B.E.C.
Romaine of the Court of Queen's Bench of Alberta in Calgary
granted a short extension of the deadline for the submission of
bids in the court-ordered auction process for a 30% subordinated
ownership interest in Calpine Power, L.P., and for the management
agreements of the Fund.  The 30% interest, also called the "B"
units, is currently owned by Calpine Canada Power Ltd., which is
also the manager of the Fund.

The Court had ordered that:

   -- the bids be submitted by noon, Jan. 25, 2007;

   -- a monitor's report be issued on Jan. 26, 2007 that compares
      the bids; and

   -- a court hearing would be on Jan. 30, 2007, to consider any
      bids.

The short extension followed the adjournment until Jan. 26, 2007,
of an application by a unit of Harbinger Capital Partners for an
extension of the bid deadline until today.  The Fund had consented
to the extension.

The Debtor and the Monitor have indicated to the Court that they
will be opposing any further extension.

The Board of Trustees continues to unanimously recommend that
unitholders reject the inadequate Harbinger takeover bid for the
Fund at $12.25 per unit.

                  About Calpine Power Income Fund

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

                        About Calpine Corp.

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

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

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


CHASE MORTGAGE: Fitch Assigns Low-B Ratings to $1.2 Million Debt
----------------------------------------------------------------
Chase Mortgage Finance Trust, series 2007-S1 is rated by Fitch as:

   -- $409,839,967 classes A-1 through A-13, A-X, A-P, and A-R
      'AAA';

   -- $7,529,800 class A-M, 'AA+';

   -- $6,884,500 class M-1, 'AA';

   -- $2,366,500 class B-1, 'A';

   -- $1,506,000 class B-2, 'BBB';

   -- $860,500 privately offered B-3, 'BB'; and,

   -- $430,300 privately offered B-4, 'B'.

The 'AAA' rating on the senior classes reflects the 4.75%
subordination provided by the 1.75% class A-M, the 1.60% class
M-1, the 0.55% class B-1, the 0.35% class B-2, the 0.2% privately
offered class B-3, the 0.10% privately offered class B-4 and the
0.2% privately offered and not rated class B-5 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the primary servicing capabilities of
JPMorgan Chase Bank, N.A.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Class A-7 and A-13 are exchangeable certificates.  Classes A-1
through A-6, A-8 through A-12, A-X, A-P, A-R, A-M, M-1, and B-1
through B-5 are regular certificates.

The holder of the Exchangeable Initial Certificates in any
Exchangeable Combination may exchange all or part of each class of
such Exchangeable Initial Certificates for a proportionate
interest in the related Exchangeable Certificates.  The holder of
any class of Exchangeable Certificates may exchange all or part of
such class for a proportionate interest in each such class of
Exchangeable Initial Certificates or for other Exchangeable
Certificates in the related Exchangeable Combination.

The classes of Exchangeable Initial Certificates and Exchangeable
Certificates that are outstanding on any date and the outstanding
principal balances of any such classes will depend upon the
aggregate distributions of principal made to such classes, as well
as any exchanges that may have occurred on or prior to such date.
For the purposes of the exchanges and the calculation of the
principal balance of any class of Exchangeable Initial
Certificates, to the extent that exchanges of Exchangeable Initial
Certificates for Exchangeable Certificates occur, the aggregate
principal balance of the Exchangeable Initial Certificates will be
deemed to include the principal balance of such Exchangeable
Certificates issued in the exchange, and the principal balance of
such Exchangeable Certificates will be deemed to be zero.
Exchangeable Initial Certificates in any Exchangeable Combination
and the related Exchangeable Certificates may be exchanged only in
the specified proportion that the original principal balances of
such certificates bear to one another.

Any holders of Exchangeable Certificates will be the beneficial
owners of an interest in the Exchangeable Initial Certificates in
the related Exchangeable Combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.

With respect to any Distribution Date, the aggregate amount of
principal and interest distributable to any classes of
Exchangeable Certificates and the Exchangeable Initial
Certificates in the related Exchangeable Combination then
outstanding on such Distribution Date will be equal to the
aggregate amount of principal and interest otherwise distributable
to all of the Exchangeable Initial Certificates in the related
Exchangeable Combination on such Distribution Date as if no
Exchangeable Certificates were then outstanding.

The trust consists of 703 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $430,278,182 as of the cut-off date,
Jan. 1, 2007.  The mortgage pool has a weighted average original
loan-to-value ratio of 73.21% with a weighted average mortgage
rate of 6.528%.  The weighted-average FICO score of the loans is
744.  The average loan balance is $612,060 and the loans are
primarily concentrated in California, New York and Florida.

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

The Bank of New York Trust Company, N.A will serve as trustee.
Chase Mortgage Finance Corporation, a special purpose corporation,
deposited the loans in the trust which issued the certificates.
For federal income tax purposes, an election will be made to treat
the trust fund as one or more real estate mortgage investment
conduits.


CITIMORTGAGE ALTERNATIVE: Fitch Rates Class B-5 Certificates at B
-----------------------------------------------------------------
CitiMortgage Alternative Loan Trust, Series 2007-A1 REMIC
Pass-Through Certificates are rated by Fitch Ratings as:

   -- $600,546,136 classes IA-1 through IA-12, IA-PO, IA-IO,
      IIA-1, IIA-PO and IIA-IO certificates 'AAA';

   -- $14,516,000 class B-1 'AA';

   -- $5,365,000 class B-2 'A';

   -- $3,787,000 class B-3 'BBB';

   -- $2,840,000 class B-4 'BB'; and,

   -- $2,209,000 class B-5 'B'.

The $1,894,433 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.85%
subordination provided by the 2.30% Class B-1, the 0.85%
Class B-2, the 0.60% Class B-3, the 0.45% privately offered Class
B-4, the 0.35% privately offered Class B-5, and the 0.30%
privately offered Class B-6.

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities as primary servicer.

As of the cut-off date, Jan. 1, 2007, the mortgage pool consists
of 2,198 conventional, fully amortizing, 10-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $631,157,570, located primarily in California, New
York and Florida.  The weighted average current loan to value
ratio of the mortgage loans is 71.39%.  Approximately 62.85% of
the loans were originated under a reduced documentation program.
Condo and co-op properties account for 7.44% of the total pool.
Cash-out refinance loans and investor properties represent 46.99%
and 11.16% of the pool, respectively.  The average balance of the
mortgage loans in the pool is approximately $287,151.  The
weighted average coupon of the loans is 6.609% and the weighted
average remaining term is 352 months.

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

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COLLINS & AIKMAN: Disclosure Statement on First Amended Plan OK'd
------------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan a
modified First Amended Joint Plan and Disclosure Statement on
Jan. 24, 2007.

The Debtors advised the Court that they have reached an agreement
in principle with the Official Committee of Unsecured Creditors
and the Unofficial Steering Committee for their senior, secured
prepetition lenders regarding the terms of the Amended Plan.

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

Collins & Aikman Corp. modified the Amended Plan to reflect the
agreement.  Certain provisions of the Amended Plan were also
modified to address the objections filed by governmental
agencies, insurers and other parties-in-interest.

The Honorable Steven W. Rhodes approves the Disclosure Statement
to the modified First Amended Plan and set the hearing to consider
confirmation of that Plan to April 19, 2007.

A copy of the Court-approved Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?192e

A copy of the modified First Amended Plan is available for free
at http://ResearchArchives.com/t/s?192f

                  Disclosure Statement Objections

(1) State of Michigan and IRS

The State of Michigan, Department of Labor & Economic Growth and
Unemployment Insurance Agency, and The United States of America,
on behalf of the Internal Revenue Service, assert postpetition
tax claims arising from the Debtors' business activities, and
requested that the claims be paid at, or before, the confirmation
of the Plan.

Michigan filed a $10,937 administrative tax claim on March 15,
2006, involving the Debtors' subsidiary New Baltimore Holdings,
LLC.  The third and fourth quarter 2005 tax reports were not
filed, and the unemployment tax amount owed is an estimate.

Roland Hwang, assistant attorney general, complained that the
First Amended Plan and Disclosure Statement had no indication
that all postpetition unemployment taxes have been paid and fail
to provide for payment of postpetition unemployment tax
obligations for the Debtors' subsidiary, New Baltimore Holdings
LLC.

John W. Stevens, special assistant U.S. attorney, stated that the
Debtors owe liabilities to the federal government for Form 941,
Employer's Quarterly Federal Tax Return taxes.  Based on the lack
of records, the IRS has not yet filed an administrative claim for
the taxes.

The IRS filed a $24,590,752 claim on Aug. 2, 2006, with
$22,471,909 as priority amount and $2,118,843 as unsecured
general amount for various taxes.

Pursuant to Article III.I.(a) of the Plan, payments on
administrative claims will be made either before or after the
Effective Date.  However, there is no defined date when
administrative claims will be paid, Mr. Stevens pointed out.

(2) New Hampshire; Farmington; and MDEQ

The State of New Hampshire Department of Environmental Services
complained that the Debtors failed to disclose their intention
with respect to their responsibility for and the disposition of
certain environmentally contaminated sites in New Hampshire.

Farmington, holder of a claim for prepetition unpaid real estate
taxes, and other two claims arise from environmental conditions
on and emanating from real estate owned by the Debtor, said that
the Disclosure Statement needs to be clarified so as to provide:

  (a) whether a manufacturing plant in Farmington, which is
      subject to a certain Sarah GreenField Agreement with the
      Debtors, and other environmentally contaminated properties
      like the Cardinal Landfill, are covered by the sale process
      contemplated under the Plan; and

  (b) whether the Post-Consummation Trust will pay for clean up
      costs on and after the Effective Date.

The State of Michigan, Department of Environmental Quality, filed
claims relating to oversight or remediation of the contamination
in a Debtor-owned property in Mancelona, Antrim County, Michigan.
MDEQ pointed out that it is not clear whether the Post-
Consummation Trust and the Litigation Trust contemplated under
the First Amended Plan would address the environmental claims.

Celeste R. Gill, assistant attorney general, Environment, Natural
Resources, and Agriculture Division, asserted that, to the extent
the Plan is an attempt to abandon the property of the bankruptcy
estate in violation of the environmental laws of Michigan, it is
unconfirmable.

(3) Various Insurers

Various insurers issued policies to the Debtors for real and
personal property, international coverage and excess liability,
including directors and officers' liability:

   -- ACE American Insurance Co., Westchester Fire Insurance Co.
      and other members of the ACE group of companies;

   -- certain insurers including Century Indemnity Co.,
      Continental Insurance Co., Continental Casualty Co., St.
      Paul Surplus Lines Insurance Co., and the Travelers
      Indemnity Co.; and

   -- Fireman's Fund Insurance Co., National Surety Co., and
      other related insurance companies.

David A. Lerner, Esq., at Plunkett & Cooney, P.C., in Bloomfield
Hills, Michigan, separately representing ACE and Certain
Insurers, claimed that the Disclosure Statement does not provide
critical information on how potentially insured claims will be
handled and whether the handling accords with the insurers'
contractual rights, or how the insurance claims against the
Debtors will be treated.

The Disclosure Statement fails to indicate whether the Debtors
will be assuming or rejecting any insurance policies or whether
the Post-Consummation Trust will be performing the Debtors'
obligations under the policies, but the Disclosure Statement
indicates that the Plan will be using insurance policies to
satisfy certain claims, Mr. Lerner pointed out.

Moreover, the Disclosure Statement preserves the Debtors' rights
of setoff, but does not specifically address the rights of
setoffs and recoupment belonging to other parties.  The Debtors
may seek to bar the rights under the injunctive or other
provisions in the proposed Plan, Mr. Lerner averred.

It is also unclear how the Debtors intend to honor the Insurers'
contractual rights to defend, settle, or litigate potentially
covered claims on a post-confirmation basis, Mr. Lerner noted.

FFIC, represented by Kelly A. Myers, Esq., at Myers & Allmand,
PLLC, in Brighton, Michigan, may also be party to certain
agreements, which are executory contracts under Section 365 of
the Bankruptcy Code, relating to the policies.  Mr. Myers said
that the Disclosure Statement fails to disclose meaningful
information regarding the procedures to be utilized by Debtors,
Litigation Trust administrator and Plan Administrator in
liquidating and paying Claims.  The value of the Claims is also
not provided, he added.

Even when the Debtors finally identify which executory contracts
to assume, assign, or reject, Mr. Myers pointed out, the
purported treatment of the contract is rendered meaningless by
the retention of the rights by the Debtors and Post-Consummation
Trust to amend or supplement the list of the executory contracts
to be assumed, at any time after 90 days after the Effective
Date.

The Plan also purports to make FFIC potentially liable to provide
the full amount of insurance coverage while extinguishing its
ability to enforce its reciprocal contractual rights, Mr. Myers
contended.  Additionally, the Plan may provide for the assignment
of the FFIC Agreements without requiring the Post-Consummation
Trust to assume the Debtors' reciprocal Contractual Obligations.
The allowance of the possible assignment of the FFIC Agreements
would vitiate any coverage otherwise available under the FFIC
Agreements, he said.

(4) RLI Insurance Company

RLI Insurance Company issued three outstanding bonds aggregating
$2,800,000, on behalf of the Debtors.  The Bonds were issued
primarily to cover obligations arising from self-insurance
programs covering workers' compensation liabilities.

Chase Manhattan USA, N.A., now known as JPMorgan Chase Bank,
through the issuance of a letter of credit, is obligated to pay
any obligations owed to RLI arising under or related to the
Bonds.  In addition to the Letter of Credit, RLI has direct
claims against the Debtors, through commercial indemnity
agreements, and subrogation rights through beneficiaries of the
Bonds.

Kay Standridge Kress, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, notes that there is no information regarding how the
Bonds and the Letter of Credit will be treated.  The Disclosure
Statement should also clearly advise RLI about the ultimate
disposition of the Bonds and whether the releases effected under
the Plan are intended to deprive RLI of its rights under the
Letter of Credit, he asserts.

(5) Hallmark, et al.

Hallmark Technologies, Inc., doing business as Hallmark Tools;
Phillips Tool & Mould; Tri-Way Mfg., Inc., doing business as Tri-
Way Mold and Engineering each have fabricated certain molds
pursuant to the Michigan Mold Lien Act, MCL 445.611 et seq.  Tri-
Way has also fabricated certain tools for the Debtors.

Dennis W. Loughlin, Esq., at Strobl & Sharp, P.C., in Bloomfield
Hills, Michigan, representing the three claimants, complained
that the Disclosure Statement fails to provide adequate
information concerning the treatment of the many tool and mold
suppliers of the Debtors, and their potential tool and mold-
related lien claims under the Act.

The Disclosure Statement provides for a release and discharge of
liens on estate assets.  Hallmark, PTM, and Tri-Way object to the
discharge of any tool or mold-related lien unless their lien
claims are satisfied in full.

The Disclosure Statement fails to recognize the statutory lien on
the Molds and to provide payment to satisfy the liens on the
Molds, Mr. Loughlin asserted.

(6) SEI and PIC

The PIC Group Inc. provided certain quality control-related
services for the Debtors.

At the time of the filing of the bankruptcy petitions, Debtor C&A
Plastics, Inc., was a party defendant in a pending lawsuit
brought by Sales Engineering, Inc., before the Oakland County
Circuit Court, Case No 99-014804-CK.

SEI had obtained, in the lawsuit, a default judgment against C&A
Plastics in an amount in excess of $4,100,000.  The Debtor
appealed the default judgment and, pursuant to a consent order
entered into by the parties, procured for SEI's benefit, as
security, a letter of credit amounting to $5,400,000, issued by
JPMorgan.

Robert A. Peurach, Esq., at Fitzgerald & Dakmak, P.C., in
Detroit, Michigan, stated that the Disclosure Statement is devoid
of any mention of the Oakland lawsuit, much less whether the stay
will be lifted to bring the lawsuit to a conclusion, and fails to
address the treatment of claims that are supported by a letter of
credit.

The injunctive and release provisions contained in the Disclosure
Statement and Plan are unclear whether SEI and other similarly
situated creditors will be deemed, upon confirmation, to have
released JPMorgan from any liability under the letter of credit,
or whether SEI would be enjoined from enforcing the letter of
credit, Mr. Peurach pointed out.

Furthermore, according to Mr. Peurach, knowledge of the Effective
Date is important because it triggers the running of a number of
debtor obligations under the Plan, including the deadline for the
Debtors to file objections to claims.  The Effective Date should
either contain a definitive date, or the Debtor should provide
public notice of the date, he argued.

(7) H.P. Pelzer

H.P. Pelzer Automotive System Inc. maintained that it has set-off
and recoupment rights.  The Disclosure Statement is unclear on the
treatment of H.P. Pelzer's set-off rights and similarly situated
creditors, Charles D. Bullock, at Stevenson & Bullock, P.L.C., in
Southfield, Michigan, tells the Court.  The Debtors may seek to
bar the rights under the injunctive or other provisions of the
proposed Plan, he pointed out.

The Disclosure Statement indicates that the Plan provides only
for the Debtors and the Liquidation Trust to object to and to
settle claims, Mr. Bullock noted.  Moreover, it also indicates
that the Plan will enjoin certain claims against the Debtors,
certain other parties, and the Debtors' assets.

(8) MacKay Shields LLC

Before the Petition Date, MacKay Shields LLC purchased certain
debt securities of one of the Debtors, specifically the 10-3/4%
Senior Notes due 2011 and the 12-7/8% Senior Subordinated Notes
due 2012, on behalf of its investment advisory clients.

Michael S. Etkin, Esq., at Lowenstein Sandler PC, in Roseland,
New Jersey, noted that the Plan treats members of the same class
differently without any explanation or justification.  With
respect to Classes 5 to 7, the Plan provides that only those who
vote in favor of the Plan are entitled to receive a distribution
of Litigation Recovery Interests.  The discriminatory treatment
is not permitted by the bankruptcy Code, he asserts.

Pursuant to the Plan, third-party claims against certain non-
Debtors, including current or potential parties against whom
creditors may have valid claims, are released, waived and
discharged regardless of whether the holder of a Claim or Equity
Interest votes in favor of the Plan, against the Plan, or not
vote at all.  Although non-released parties, potential defendants
of any retained causes of action, are purportedly not being
released from third-party claims, the release is ambiguous,
Mr. Etkin argued.

The Debtors fail to provide any factual basis to establish the
required "unusual circumstances" which justify confirmation of a
plan containing such extraordinary relief, Mr. Etkin told the
Court.

Mr. Etkin maintained that third-party releases, the related
injunctions, and the requirement that a creditor vote in favor of
the Plan in order to be entitled to receive a distribution must
be eliminated or at least sufficiently justified.

                   Debtors Addressed Objections

The Debtors informed Judge Rhodes that Michigan's Agency's tax-
related objection has been resolved.  The Debtors will file a
specific governmental form as soon as practical, and agree that
Michigan reserves the right to pursue collection of unpaid taxes
and to require the filing of the form.

IRS has confirmed that its objection does not relate to the
adequacy of the Disclosure Statement and that it is not objecting
to the approval thereof.

The Amended Disclosure Statement states the Debtors will supply
the relevant local, state and federal environmental agencies with
any additional information that exists regarding the Debtors'
plans on the disposition of the properties no later than 18
calendar days before the voting deadline and the deadline to
object to the confirmation hearing.

The alternatives for disposition under the Plan are:

   (a) Owned properties;

       * sale or transfer to entities that will assume
         responsibility for environmental investigation and
         cleanup;

       * if sale or transfer is not possible before the Effective
         Date, transfer to a residual trust with details of any
         trust agreement, including a budget as it relates to
         environmental matters, to be supplied to the relevant
         agencies no later than 12 calendar days before the
         voting deadline and deadline to object to confirmation
         hearing; or

       * abandonment, if found by the Court after notice and
         hearing to be permissible under the law;

   (b) Rejection of applicable leases for any leased properties;
       and

   (c) Some other potential resolution under applicable law as to
       owned or leased properties.

Additionally, the Debtors and the relevant environmental agencies
are continuing efforts to seek the most beneficial outcome of
concerns regarding the disposition of the properties, therefore,
the Plan does not specify the ultimate disposition.  The Customer
Agreement does not waive any claims for environmental remediation
or other environmental claims the Debtors may have against other
parties to the Customer Agreement.

If any of the Debtors' properties located in Michigan, which are
the subject of ongoing environmental investigation or remediation
activities are sold, any environmental responsibility language in
agreements documenting the sales should be subject to the
approval of the MDEQ, and the Debtors reserve all of their rights
with respect thereto.

If any of the Debtors' properties located in Michigan, which are
the subject of ongoing environmental investigation or remediation
activities are abandoned, Michigan should be named as
beneficiaries to any insurance proceeds or pending insurance
claims related to the properties, and the Debtors reserve all of
their rights with respect thereto.

ACE and FFIC reserve all of their rights, claims and defenses, if
any, under the ACE policies or FFIC Agreements, including their
rights to deny coverage.  ACE reserves its rights to object to
confirmation of the Plan and to seek declaratory relief that the
improper treatment of the ACE Policies under the proposed Plan
relieves them of any further obligation to provide insurance
coverage.  FFIC has indicated that it may object to confirmation
of the Plan and seek declaratory relief that the treatment of the
FFIC Agreement under the Plan relieves it of any further
obligation to provide coverage.  The Debtors reserve all rights
and defenses with respect to the FFIC issues.

The Debtors relate that no party to the claims handling agreement
has served any notice of termination, so the claims handling
agreement remains in effect as of Jan. 24, 2007.  Discussions
are in progress with counsel for certain of the insurers on
whether the Debtors will assume the claims handling agreement.
The Debtors are optimistic that they will agree to a resolution,
which will include modifying and assuming the claims handling
agreement.  If no resolution can be reached, the Debtors may
reject the claims handling agreement.

The Debtors will advise RLI of their intentions with respect to
the RLI bonds on or before the Effective Date.  SEI's Oakwood
lawsuit is currently stayed as a result of the Debtors' Chapter
11 cases.  The Debtors inform the Court that SEI's letter of
credit remains in place.

Notwithstanding anything contrary in the Plan, the third party
releases and exculpation in Articles XII.C, D, and E, or any
other provisions of the Plan, are not intended to and do not
limit the rights, if any, of RLI and SEI to seek and receive a
distribution from the letters of credit issued by JPMorgan.

As mentioned in the Debtors' Amended Disclosure Statement to the
Joint Plan dated Jan. 24, 2007, the Debtors will provide a full
discharge and release to each of the OEMs and the Debtor Releases,
and the OEMs in turn will provide a full discharge and release to
each of the Debtors, except as otherwise set forth in the Customer
Agreement and the OEM excluded claims, on the Effective Date and
effective as of the Effective Date.

Nothing in Article IV.K of the Plan will operate as a release of
any statutory lien on tooling until the lien is satisfied
pursuant to the Plan, and the lien will remain in full force and
effect in the same priority and to the same extent and validity
as existed immediately before the Effective Date until the lien
is satisfied pursuant to the Plan.

The Debtors will provide notice of the Effective Date to PIC
within 15 business days after the Effective Date.

With respect to H.P. Pelzer's objection, the Debtors agreed to
negotiate a stipulation regarding the setoff claim.

The Debtors dispute McKay's position and believe that the
releases and injunctions are valid.  The parties reserve their
rights with respect to the issue for the confirmation hearing.

                            The Trusts

The First Amended Plan provides for the creation of two trusts, a
Post-Consummation Trust and a Litigation Trust, to liquidate the
Debtors' businesses and causes of action after the effective date
of the Plan.  The Disclosure Statement provides that the Debtors'
assets, including Causes of Action, will be transferred to the
Post-Consummation Trust, and the Litigation Trust will use the
assets to make distributions to allowed claims.

The modified First Amended Plan provides that the Litigation
Trust Allocation Exhibit will govern the allocation of the
litigation recovery interests among the holders of the allowed
general unsecured claims in Class 5, the holders of allowed
senior note claims and allowed Pension Benefit Guaranty Corp.
claims in Class 6, and holders of allowed senior subordinated
note claims in Class 7.

Under the Allocation, the Litigation Recovery Interests are
delineated into (i) the Tranche A Litigation Recovery Interests
equal to 75% of the beneficial interest in the proceeds of the
Litigation Trust assets recovered from the effective date until
the Tranche A termination date, when the prepetition facility
claims in Class 3 is fully paid; and (iii) the Tranche B
Litigation Recovery Interests, equal to the remaining 25% of the
beneficial interest in the proceeds and 100% after the Trance A
termination date.

The modified First Amended Plan provides that the releasing
parties include each holder of a claim that votes in favor of the
Debtors' Joint Plan and, to the fullest extent permissible under
applicable law, each person that has held, holds or may hold a
Claim or at any time was a Holder of a Claim and that does not
vote on the Plan.  The original equipment manufacturers or the
Holders of equity interests in Class 8 are excluded from the
Releasing Parties.

The exculpation clause provides that Article XII.D of the Plan
will have no effect on the liability of the Post-Consummation
Trust that results from any acts or omissions in connection with
the customer agreement of the postpetition OEM contracts.  The
OEMs are included in the exculpated parties.

Notwithstanding anything contrary to the Plan, no claims,
obligations, suits judgments, damages, demands, debts, rights,
causes of action or liabilities against any entity other than the
Debtors, the Litigation Trust or the Post-Consummation Trust with
respect to the pension plan, will be released, exculpated,
discharged, enjoined or otherwise affected by the Plan.

On the Effective Date, the Debtors will deposit $3,000,000 with
the Litigation Trust to cover the reasonable costs of
investigating, prosecuting, resolving and reconciling Claims.
The Litigation Trust will have no obligation to and will not
repay the $3,000,000 to the Debtors or the Post-Consummation
Trust.  Any cash in the Litigation Trust will be applied, first,
to the fees, costs, expenses and liabilities of the Litigation
Trust Administrator and the members of the Litigation Trust
Committee and, second, to the distributions provided for pursuant
to the Plan.

The Post-Consummation Trust will maintain customary insurance
coverage for the protection of persons serving as administrators
and overseers of the Post-Consummation Trust on and after the
effective date.

The Bankruptcy Court, upon motion by a party-in-interest, may
extend the term of the Post-Consummation Trust for a finite
period if an extension is necessary to liquidate the Post-
Consummation Trust Assets or to complete any distribution
required under the Plan.  Multiple extensions may be obtained so
long as Bankruptcy Court approval is obtained at least six months
before the expiration of each term.

The Debtors will have the authority to establish the residual
trust in accordance with the Residual Trust agreement to pay or
otherwise resolve any Residual Trust claims.  The sole right to
recover on account of the Residual Trust Claims will be limited
to the Residual Trust Assets.  Upon satisfaction of the Residual
Trust Claims, any residual assets remaining in the Residual Trust
will be distributed to the Post-Consummation Trust.

The postpetition OEM contracts will remain in full force and
effect without modification by the Plan and, on and after the
Effective Date, will be performed by the Post-Consummation Trust
in the ordinary course of its business.  Nothing in the Plan is
intended to, nor will it, discharge, release or enjoin the
enforcement of any unmatured, unliquidated or contingent claim of
any OEM under any postpetition OEM Contract, provided that no
claim will give rise to an administrative claim, except otherwise
provided in the Customer Agreement.

Nothing in the Customer Agreement is intended to modify, amend or
supersede the agreement regarding Lambda program dated as of
April 24, 2006, between the "Supplier" and General Motors Corp.,
which terms and conditions remain in full force and effect.

A copy of the Customer Agreement along with a list of the
plastics & convertibles plants, including the unsold plants, is
available for free at http://ResearchArchives.com/t/s?172a

                     Other Provisions in Plan

The Debtors relate that with respect to the stipulation with the
Securities & Exchange Commission, SEC had an extension until
Jan. 15, 2007, to file a proof of claim in the Debtors'
Chapter 11 cases.  The SEC has not filed a proof of claim and no
further extension has been negotiated.

As of Jan. 24, the Debtors and Textron Financial Corp. are
attempting to negotiate mutually acceptable treatment of Textron's
claims and rights with respect to the Textron equipment agreement.
The Debtors anticipate that a consensual agreement will be reached
with Textron with respect to the Textron Equipment Agreement and
all parties continue to reserve their respective rights, claims,
and defenses.

As part of the sale process, the Debtors believe the Collins &
Aikman Pension Plan will be terminated.  The Pension Plan may
only be terminated in accordance with Title IV of Employee
Retirement Income Security Act in an involuntary termination by
the Pension Benefit Guaranty Corp., or a voluntary termination by
the Debtors that is approved by the PBGC.  The PBGC is currently
investigation whether the Pension Plan meets the criteria for an
involuntary termination.

                     Retained Causes of Action

The Debtors filed with the Court a list of over 20,000 potential
parties to the Debtors' pending causes of action, which includes
actions for payments, deposits, holdbacks, reserves or other
amounts owed by any creditor, lessor, utility, supplier, vendor,
insurer, surety, factor, lender, bondholder, lessor or other
party.

A list of the categories of the retained causes of action,
including the potential non-released parties is available for
free at http://ResearchArchives.com/t/s?1930

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Discloses Composition of Possible Allowed Claims
------------------------------------------------------------------
In Collins & Aikman Corp. and its debtor-affiliates' modified
First Amended Joint Plan and Disclosure Statement, the Debtors
disclosed that, as of Jan. 24, 2007, their claims agent received
around 9,246 claims, comprising of:

   -- 1,037 secured claims amounting to $3,176,773,827;
   -- 44 administrative claims totaling $2,380,409;
   -- 910 priority claims aggregating $7,887,323,690; and
   -- 7,255 unsecured claims amounting to $42,756,485,600.

The Debtors are in the process of objecting to invalid, untimely,
duplicative and overstated claims.  Through withdrawal and
disallowance of claims, a total of 556 claims totaling
$4,4414,393,899 have been expunged.

The Debtors estimate that at the conclusion of the Claims
objection, reconciliation and resolution process, the aggregate
amount of allowed claims will be:

    -- Administrative Claims, $74,000,000;
    -- Secured Claims, $827,000,000;
    -- Priority Claims, $12,000,000;
    -- Senior Note Claims, $521,000,000;
    -- Senior Subordinated Note Claims, $428,000,000;
    -- PBGC Claims, $110,000,000 to $208,000,000; and
    -- General Unsecured Claims, $539,000,000.

The Administrative Claim estimate does not include the
$26,000,000 of original equipment manufacturers' administrative
debtor-in-possession claims payment, and the Allowed Secured
Claims estimate does not include the $82,500,000 OEM Subordinated
DIP loan payment, which are expected to be waived pursuant the
Customer Agreement and in exchange for a release in the Amended
Joint Plan.

The Debtors and the Pension Benefit Guaranty Corporation are
currently in discussions regarding the treatment of the PBGC
Claims.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Liquidation Analysis Under First Amended Plan
---------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed on Jan. 16,
2007, a liquidation analysis in connection with the Disclosure
Statement to their First Amended Joint Plan filed on Dec. 22,
2006.

The U.S. Trustee, however, complained that there were serious and
substantial discrepancies between the values listed in the
Liquidation Analysis and the numbers reflected in the Debtors'
balance sheet submitted to the U.S. Bankruptcy Court for the
Eastern District of Michigan.

The Debtors' November 2006 balance sheet indicated a total value
for all assets of approximately $5,051,000,000, while the
Liquidation Analysis places a value of $230,000,000, apparently
on the same assets, the U.S. Trustee pointed out.

The Liquidation Analysis also valued Investment in Subsidiaries
at $58,000,000 to $70,000,000, while the most recent financial
report values the assets at $2,479,000,000.

In its objection to the Disclosure Statement, the U.S Trustee
asked the Debtors to fully explain the huge discrepancy between
the values.

The Debtors re-filed their liquidation analysis together with
their modified First Amended Plan and Disclosure Statement on
Jan. 24, 2007.

In response to the U.S. Trustee's concerns, the Debtors note that
the Liquidation Analysis presents the liquidation of the Debtors
on a consolidated basis.  Proceeds realized from each Debtor are
aggregated in a common distribution source.  For purposes of
distribution, each and every asserted Claim against, and Equity
Interest in, any Debtor is entitled to a distribution from the
aggregated proceeds.  Any Claim against a Debtor, any guarantee
executed by any other Debtor and any joint or several liability
of any of the Debtors are deemed one right to a distribution from
the aggregated proceeds.

Value estimates were derived from a combination of actual
balances as of Nov. 30, 2006, the date of the Customer
Agreement; Dec. 31, 2006; and expected balances as of March 31,
2007, the assumed effective date.

The financial information filed in the Debtors' Monthly Operating
Reports represents aggregate book value of the each of the
Debtors assets on a non-consolidated basis.  In the November 2006
MOR, the aggregate assets were approximately $5,000,000,000.
According to the Debtors, this is not an accurate indicator of
liquidation value of the Debtors' assets for two main reasons:

   (a) It does not reflect the Debtors' balance sheet on a
       consolidated basis; and

       The Debtors equity interests in subsidiaries have no
       liquidation value.

   (b) It reflects book value, not liquidation or fair market
       value.

       Historical values were adjusted in accordance with certain
       accounting rules.

The projected range of cash balances reflects cash that is
assumed to be available to the Debtors in a liquidation scenario
as of March 31, 2007.  In each of the high and low value cases,
the estimated balance is derived from the actual balance of
$86,000,000, as reported in the November 2006 MOR, plus December
activity and also includes estimates of settlements and wind-down
proceeds expected to be realized before the Assumed Effective
Date.

The balance is net of the assumed pay down of the DIP Facility
Claims as well as estimated wind-down costs through the Assumed
Effective Date.  The balance includes restricted cash of
approximately $21,000,000 relating to incurred or anticipated
professional fees.

In the MOR, the Debtors reported a balance of $268,000,000.  The
Debtors' estimated recovery on accounts receivable reflects
updated information through December 2006 and projected proceeds
from future collections of the accounts receivable.
Additionally, the analysis considers the prepetition and
postpetition status of the balances.

The Debtors estimate the net liquidation proceeds available for
distribution at a high of $169,200,000, and a low of
$106,000,000.

                         Liquidation Analysis
                     Estimated Liquidation Proceeds
                           (Amounts in 000's)

                                      Estimated Liquidation Value
                                           High         Low
                                      -------------------------
Statement of Assets
   Cash                                 $138,300       $118,300
   Fabrics                                     0              0
   A/R, Top OEMs, Production & Other           0              0
   A/R, Other OEMs, Production & Other         0              0
   A/R, Non OEMs, Production & Other           0              0
   A/R, Top OEMS, Tooling                  8,800          7,000
   A/R, Other OEMS, Tooling                  400            300
   A/R, Non OEMs, Tooling                    500            400
   Inventory                                   0              0
   Prepaid Tooling & Molding, Current          0              0
   Investments in Subsidiaries                 0              0
   InterCo Receivable - Canada            10,000              0
   InterCo Receivable - Mexico             3,000              0
   InterCo Receivable - European          39,000         27,000
   Prepaid and Miscellaneous Assets            0              0
   Other Long Term Assets                      0              0
   Goodwill                                    0              0
   Deferred Tax Assets                         0              0
   Property Plant & Equipment             30,000         12,500
                                      -------------------------
Gross Liquidation Proceeds               230,000        165,500

Costs of Liquidation
   Chapter 7 Expenses                    $18,900        $18,900
   Chapter 7 Wind Down Costs              15,700         15,700
   Chapter 11 Prof. Fee Holdback          21,000         21,000
   Chapter 7 Trustee Fees                  5,200          3,300
                                      -------------------------
Total Costs of Liquidation                60,800         58,900
                                      -------------------------
Net Liquidation Proceeds for Dist.      $169,200       $106,600
                                      =========================

                                 Estimated Liquidation Recovery
                                           High         Low
                                      -------------------------
Net Liquidation Proceeds for Dist.      $169,200       $106,600

Less: Purchase Money Security Interests   25,900         25,900

Less: Secured Lien Claims                  9,700          7,700

Less: Secured Claims
   Prepetition Facility Claims           133,600         73,000
   OEM Jr. Secured Loan & Related Int.         0              0
   OEM Launch Cost Funding                     0              0

Less: Ch. 11 Administrative & Priority Claims
   Headquarter Lease Rejection                 0              0
   Other Chapter 11 Lease Rejection            0              0
   OEM Administrative Loan                     0              0
   Environmental Claims                        0              0
   Chapter 11 Priority Claims                  0              0

Less: Unsecured Claims
   General Unsecured Claims                    0              0
   Real Estate Lease Rejection Claims          0              0
   Equipment Lease Rejection Claims            0              0
   Prep. OEM Damage & Cancel. Claims           0              0
   10.75% Senior Notes due 2011                0              0
   12.875% Sr. Sub. Notes due 2012             0              0
                                      -------------------------
                                              $0             $0
                                      =========================

A copy of the Liquidation Analysis is available for free at
http://ResearchArchives.com/t/s?1932

http://bankrupt.com/misc/CollinsAmendedLiquidationAnalysis.pdf

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMMUNICATIONS CORP: Wants Plan-Filing Period Extended to April 30
------------------------------------------------------------------
Communications Corporation of America, and its debtor-affiliates
and White Knight Holdings, Inc., and its debtor-affiliates, ask
the U.S. Bankruptcy Court for the Western District of Louisiana to
extend their exclusive periods to:

   a) file a plan of reorganization until April 30, 2007; and

   b) solicit acceptances on that plan for 90 days after the
      termination of the plan-filing period or July 29, 2007.

The Debtors' exlusive period to file a plan will expire today,
Jan. 31, 2007.  This is the Debtors' second motion to extend the
exclusive periods.

The Debtors tell the Court that on Jan. 9, 2007, GE Capital, as
agent on behalf of the senior lenders, advised the Debtors that
they rejected the Debtors' settlement proposal, dated Nov. 30,
2006.

The Debtors relate that the senior lenders' action puts the
Debtors in the position of developing and filing a plan that has
no support from them.

The Debtors also recount that the sales process for its television
station assets has just commenced.  But due to its start at the
end of the year, the interruption of the holidays and the need to
conclude workable bid procedures, more time is needed to bring the
process to a conclusion.

                      About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When the Debtors filed for protection from their creditor, they
estimated less than $50,000 in assets and estimated debts between
$100,000 and $500,000.

             About Communications Corp. of America

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.


CONNECTICUT VALLEY: Moody's Removes Ba2 Rating on $10 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Connecticut
Valley Structured Credit CDO, Ltd. on watch for possible upgrade:

   (1) The $17,000,000 Class B-1 Floating Rate Notes Due 2016

      -- Prior Rating: A3
      -- Current Rating: A3 and on watch for possible upgrade

   (2) The $3,000,000 Class B-2 Fixed Rate Notes Due 2016

      -- Prior Rating: A3
      -- Current Rating: A3 and on watch for possible upgrade

   (3) The $13,000,000 Class C-1 Floating Rate Notes Due 2016

      -- Prior Rating: Baa2
      -- Current Rating: Baa2 and on watch for possible upgrade

   (4) The $39,000,000 Class C-2 Fixed Rate Notes Due 2016

      -- Prior Rating: Baa2
      -- Current Rating: Baa2 and on watch for possible upgrade

Ratings withdrawn:

   (1) The $10,000,000 Composite Securities Due 2016

      -- Prior Rating: Ba2
      -- Current Rating: WR

According to Moody's, the rating actions are the result of the
CDO's consistent strong performance.  The deal has not failed any
of its collateral quality triggers to date.

The Composite Notes were reregistered back into their component
parts and are no longer outstanding.


CSP INC: Receives Notice of Delisting From Nasdaq
-------------------------------------------------
CSP Inc. received on Jan. 17, 2007, a notice of delisting from the
Nasdaq Stock Market notifying that it failed to file its annual
report on Form 10-K for its fiscal year ended Sept. 30, 2006, for
failing to comply with Marketplace Rule 4310(c)(14).

The company currently expects to file its annual report by Feb. 2,
2007.

Based in Billerica, Mass., and founded in 1968, CSP Inc.
(NASDAQ:CSPI) -- http://www.cspi.com/-- and its subsidiaries
develop and market best-of-breed IT solutions, systems integration
services, and high-performance computer systems.  CSP's Systems
segment includes the MultiComputer Division, which supplies high-
performance Linux cluster systems for a broad array of defense
applications, including radar, sonar and surveillance signal
processing.  The company's MODCOMP Inc. -- http://www.modcomp.com/
-- subsidiary, is part of its Service and Systems Integration
segment.  It was founded in 1970 and includes the fiscal 2003
acquisition of Technisource.  MODCOMP is a provider of IT
solutions and systems integration services.  MODCOMP works with
third parties to develop customized solutions in the global IT
markets and has offices in the U.S., U.K., and Germany.


CYBERONICS INC: Posts $8.5 Mil. Net Loss in Quarter Ended July 28
-----------------------------------------------------------------
Cyberonics Inc. reported an $8.5 million net loss on $33.7 million
of net sales for the first quarter ended July 28, 2006, compared
with a $19.4 million net loss on $27 million of net sales for the
same period ended July 29, 2005.

The decrease in the consolidated net loss is a result of higher
gross profit due to higher sales and higher gross margins and
lower operating expenses due to lower sales and marketing
expenses.

U.S. net sales increased by $5.9 million in the quarter ended July
28, 2006, compared to same period ended July 29, 2005, primarily
as a result of an increase in unit sales volumes and sales price
increases.

International sales increased by $800,000 due to an increase in
unit sales volume and an increase in average system prices, which
in turn was largely due to a favorable currency impact and changes
in country and product mix.

At July 28, 2006, the company's balance sheet showed
$152.9 million in total assets, $149.8 million in total
liabilities, and $3 million in total stockholders' equity.

The company's balance sheet at July 28, 2006, also showed
strained liquidity with $138.2 million in total current assets
available to pay $148.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 28, 2006, are available for
free at http://researcharchives.com/t/s?192a

               Net Cash Used in Operating Activities

Net cash used in operating activities during the quarter ended
July 28, 2006, was $1.2 million as compared to net cash used in
operating activities of $19.5 million during the same period of
the previous fiscal year.  The primary reason for the decrease in
cash used in operating activities is a reduction in sales and
marketing expenses related to the depression launch, partially
offset by higher legal and accounting fees of $1.7 million
applicable to the stock options investigation.

                         Notice of Default

On July 31, 2006, the company received a notice of default and
demand letter dated July 28, 2006, from Wells Fargo Bank, National
Association, pursuant to which the Wells Fargo asserted that the
company was in default of its obligations under the indenture
dated Sept. 27, 2005, between the company, as issuer, and Wells
Fargo Bank, as trustee, as a result of the company's failure to
timely file with the SEC its Form 10-K by July 12, 2006, and to
deliver a copy of this 2006 Form 10-K to the trustee by
July 27, 2006.

On Oct. 2, 2006, the company received a notice of acceleration and
demand letter dated Sept. 27, 2006, from the trustee informing it
that, pursuant to the indenture, the trustee has declared the
notes due and payable at their principal amount together with
accrued and unpaid interest, and fees and expenses, and it demands
that all such principal, interest, fees and expenses under the
notes be paid to the trustee immediately.

As such, although the notes mature in 2012, the company has
included them as a current liability in its consolidated balance
sheet as of April 28, 2006 and July 28, 2006.  To clarify its
rights and responsibilities under the indenture, the company filed
a declaratory judgment action on Oct. 3, 2006, styled Cyberonics
Inc. v. Wells Fargo Bank, N.A., as Trustee Under Indenture, No.
06-63284, in the 165th District Court of Harris County, Texas.

In the lawsuit, the company seeks a declaration that no event of
default has occurred under the indenture and request attorney fees
under the Declaratory Judgment Act.  In January 2007, the Trustee
removed this lawsuit to federal district court in Houston, Texas
and asserted a counterclaim alleging that the company breached the
indenture.

The company is also a defendant in an action styled Wells Fargo
Bank N.A. v. Cyberonics, Inc., No. 06-CV-15272, pending in the
United States District Court for the Southern District of New
York, alleging that the company has breached the indenture.  In
January 2007, the Trustee voluntarily dismissed this lawsuit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 10, 2007,
KPMG LLP in Houston, Texas, raised substantial doubt about
Cyberonics Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended April 28, 2006, and April 29, 2005.  The auditing firm
pointed to the company's recurring losses from operations, the
receipt of a notice of default and demand letter and notice of
acceleration for a $125 million senior subordinated convertible
notes, and incurrence of a potential default of a $40 million line
of credit.

                          About Cyberonics

Headquartered in Houston, Texas, Cyberonics Inc. (NASDAQ: CYBX)
-- http://cyberonics.com/-- markets the VNS Therapy system in
selected markets worldwide.  The VNS Therapy System uses a
surgically implanted medical device that delivers electrical
pulsed signals to the vagus nerve in the left side of the neck.
This therapy has proven effective in significantly reducing the
number and/or intensity of seizures in many people suffering from
epilepsy and has the potential for use in the treatment of other
inadequately treated, chronic disorders.

On July 15, 2005, VNS Therapy was approved by the FDA as a long-
term adjunctive treatment for treatment-resistant depression.  It
is also at various levels of study as a potential treatment for
other chronic disorders, including anxiety, Alzheimer's, bulimia,
and migraine headaches.


DELTA AIR: Secures $2.5 Billion Exit Financing Facility
-------------------------------------------------------
Delta Air Lines, Inc., has obtained commitments for a $2.5 billion
exit financing facility, marking a significant step forward for
the company's plan to exit bankruptcy in Spring 2007 as a strong,
well-capitalized standalone carrier.

The exit facility will be co-led by six financial institutions --
JPMorgan, Goldman Sachs & Co., Merrill Lynch, Lehman Brothers,
UBS, and Barclays Capital -- and will consist of a $1 billion
first-lien revolving credit facility, a $500 million first-lien
Term Loan A, and a $1 billion second-lien Term Loan B.  The
facility will be secured by substantially all of the first-
priority collateral in the existing debtor-in-possession
facilities.

"This is an important milestone in the successful implementation
of our restructuring plan," Edward H. Bastian, Delta's executive
vice president and chief financial officer, said.  "The
competitive terms and unique structure of this financing package
reflect our considerable progress and the soundness of Delta's
standalone plan of reorganization.  We appreciate the confidence
the financial markets are showing by making this commitment in
support of Delta's standalone plan.  We look forward to partnering
with our lenders through the exit process and into the future."

As co-lead arrangers of the exit facility, the financial
institutions made these statements in support of the proposed
transaction:

   * "JPMorgan is pleased to partner with our long-time client
     Delta in leading their benchmark financing.  We are looking
     forward to aiding Delta in their successful reorganization
     and standalone exit from bankruptcy."

   * "Goldman Sachs appreciates the opportunity to take a
     leadership role in Delta's landmark exit financing and
     believes Delta is well positioned to emerge from bankruptcy.
     Goldman Sachs has had a long-standing relationship with Delta
     and looks forward to helping Delta pursue its strategic
     plan."

   * "We are pleased to help lead Delta's exit financing.  Merrill
     Lynch looks forward to continuing to work with Delta Air
     Lines as the company executes its standalone strategic plan."

   * "Lehman Brothers is delighted to play a leading role in this
     important financing for Delta, and to support the company as
     it emerges from bankruptcy as a strong global carrier."

   * "UBS is excited to be involved in Delta's exit financing and
     helping Delta emerge on a standalone basis."

   * "Delta Air Lines is an icon in the airline industry and
     Barclays Capital is honored to play a key role in the
     remarkable turnaround of the last 16 months. We look forward
     to contributing to the next chapters of this impressive
     story."

Proceeds from the facility will be used by Delta to repay its
$2.1 billion debtor-in-possession credit facilities led by GE
Capital and American Express, to make other payments required upon
exit from bankruptcy, and to increase its already strong cash
balance.

"Delta has made enormous progress over the past 16 months in
transforming the airline into a strong, healthy, and vibrant
competitor," Mr. Bastian continued.  "While many companies use the
bankruptcy process simply to shore up their balance sheet and
reduce debt, our company undertook a top-to-bottom re-engineering
that touched every aspect of how we do business.  We are using the
bankruptcy process to improve and strengthen our airline."

Delta's accomplishments have included:

   * Reduced costs and improved unit revenues, positioning the
     airline to emerge from Chapter 11 with the lowest unit costs
     of any network carrier.  Delta has improved productivity and
     eliminated approximately $2 billion in annual costs.

   * A stronger, more balanced network as a result of rapid
     expansion of international routes with the highest profit
     potential.  In the past year Delta has undertaken the largest
     international expansion in its history, and is a leader
     across the Atlantic with flights to 31 trans-Atlantic
     destinations.

   * Significantly reduced net debt from $17 billion to an
     anticipated $7.5 billion by the end of 2007.

   * Improved liquidity position, totaling $2.6 billion in
unrestricted cash, cash equivalents and short-term investments as
of Dec. 31, 2006.

   * An expected consolidated equity value upon exiting Chapter 11
     estimated by The Blackstone Group to be between $9.4 billion
     and $12 billion.

Importantly, customer service standards and operational
performance were improved as Delta achieved these gains, with the
prestigious J.D. Power and Associates customer satisfaction survey
for 2006 ranking Delta as one of the top two domestic network
airlines.

                      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.


DOLE FOOD: Weak Performance Prompts Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Dole Food Company, Inc. to B2 from B1, its probability of
default rating to B2 from B1, its senior secured bank credit
facilities to Ba3 from Ba2, its senior unsecured notes to Caa1
from B3, and its various shelf registrations to Caa1 from B3.

The outlook is stable.

The downgrade reflects Dole's weaker than expected operating
performance, continuing competitive pressures in its key European
banana markets, and debt protection measures which are much weaker
than those consistent with its prior rating category.

The company's ratings reflect its high earnings and cash flow
volatility, its high leverage and very weak debt protection
measures, its exposure to commodity markets as well as such
uncontrollable factors as weather or political regulations on key
product markets such as bananas.  These challenges are partially
offset by Dole's strong brand and market position, its good
product diversification, and its solid geographic diversification
of raw material supply.

The stable outlook reflects Moody's expectation that Dole's
operating performance will stabilize, that the company will work
to reduce debt and leverage over the next few years, and that the
company will manage its acquisition activity and financial policy
in such a way that will maintain its debt protection measures at
levels consistent with its rating.

Ratings downgraded:

   * Dole Food Company, Inc.

   -- Corporate family rating to B2 from B1;

   -- Probability of Default rating to B2 from B1;

   -- $225 million senior secured 7-year term loan to Ba3, LGD2,
      23% from Ba2, LGD2, 20%;

   -- Senior secured 7-year pre-funded letter of credit facility
      to Ba3, LGD2, 23% from Ba2, LGD2, 20%;

   -- Senior unsecured notes to Caa1, LGD5, 78% from B3,
      LGD5, 77%;

   -- Senior unsecured shelf to Caa1, LGD6, 97% from B3,
      LGD6, 97%;

   -- Senior subordinated shelf to Caa1, LGD6, 97% from B3,
      LGD6, 97%; and,

   -- Junior subordinated shelf to Caa1, LGD6, 97% from B3,
      LGD6, 97%

   * Solvest, Ltd.

      -- $750 million senior secured 7-year term loan to Ba3,
         LGD2, 23% from Ba2, LGD2, 20%

Dole Food Company, Inc., headquartered in Westlake Village,
Calif., has revenues of about $6 billion.


DOV PHARMA: Commences Exchange Offer for $70 Million Debentures
---------------------------------------------------------------
DOV Pharmaceutical Inc. commenced an exchange offer on Jan. 29,
2007, for all of its 2.50% Convertible Subordinated Debentures due
2025.  DOV is offering to exchange the Debentures for shares of
convertible preferred stock and a cash payment.  Holders of
approximately 88% of the Debentures have committed to tender their
Debentures in the Exchange Offer.

Under the terms of the Exchange Offer, DOV will issue in exchange
for each $1,000 in principal amount of Debentures properly
tendered and accepted for exchange, a cash payment of $212.50 plus
8 shares of a new series C convertible preferred stock, par value
$1.00 per share and a liquidation preference of $100 per share.

The new series C preferred stock will be convertible by the
holders into shares of common stock following stockholder approval
and filing of an amendment to DOV's charter increasing the number
of shares of authorized common stock as necessary to accommodate
such conversion and also will automatically convert 30 days
following the filing of the amendment to DOV's charter or earlier
in certain circumstances.  Generally, the preferred stock will
vote with the common stock as a single class on an as-converted
basis, and will entitle the holders of a majority of the new
series C convertible preferred stock to initially appoint a
majority of DOV's Board of Directors.

As an alternative to the 8 shares of new series C convertible
preferred stock, DOV will offer holders of Debentures the ability
to elect to receive 8 shares of an alternative new series D
convertible preferred stock, par value $1.00 per share.  For any
holder who elects to receive this new series D convertible
preferred stock in the Exchange Offer instead of the series C
convertible preferred stock, DOV will issue in exchange for each
$1,000 in principal amount of Debentures properly tendered and
accepted for exchange, the cash payment of $212.50 plus 8 shares
of the alternative new series D convertible preferred stock.

Unlike the new series C convertible preferred stock, the
alternative series D convertible preferred stock will have no
voting rights except as required by law, will not have any initial
stated liquidation preference, will not mandatorily convert into
common stock and will restrict a holder's ability to convert if
such holder would beneficially own in excess of 9.9% of the
Company's capital stock entitled to vote generally.  The company
currently has 26,743,657 common shares outstanding.

On an as converted basis if all Debentures are tendered in the
Exchange Offer, the bondholders would hold 106,974,628 shares of
common stock of the Company or approximately 80% of the equity of
DOV without giving effect to any warrants and existing and future
equity incentive plans of the company.

In connection with the Exchange Offer, it is anticipated that
holders of DOV's outstanding common stock will receive
approximately one and one-tenths warrants for each share of common
stock outstanding totaling approximately 30,000,000 warrants.  The
exercise price for the warrants will be $0.523 per share and the
warrants will become exercisable on July 1, 2007 and will expire
Dec. 31, 2009.

Assuming all Debentures are tendered in the Exchange Offer and all
the new convertible preferred stock issued in the Exchange Offer
were converted into common stock following completion of the
Exchange Offer, existing common stockholders would own
approximately 20% of the equity of DOV without giving effect to
any warrants and existing and future equity incentive plans of the
company.  Assuming all Debentures are tendered in the Exchange
Offer, all the new convertible preferred stock issued in the
Exchange Offer were converted into common stock following
completion of the Exchange Offer and all warrants issued in
connection with the Exchange Offer are exercised, existing common
stockholders would own approximately 34.7% of the equity of DOV
without giving effect to existing and future equity incentive
plans of the company.

The Exchange Offer will expire at 5:00 p.m., New York City time,
on Monday, March 5, 2007, unless extended by DOV with the consent
of the holders of a majority in outstanding principal amount of
the Debentures. The Exchange Offer is conditioned upon the valid
tender of at least 99% of the aggregate principal amount of the
outstanding Debentures.  This condition may be modified by DOV
with the consent of the holders of a majority in outstanding
principal amount of the Debentures.  The Exchange Offer is also
conditioned on several other conditions.

DOV will not be required, but will reserve the right, to accept
for exchange any existing Debentures tendered (or, alternatively,
DOV may terminate the Exchange Offer) if any of the conditions of
the Exchange Offer remain unsatisfied, subject to the requirement
that the company obtains the consent of holders of a majority in
outstanding principal amount of the Debentures in order to modify
the 99% minimum tender condition.

An Offer to Exchange and a related Letter of Transmittal are being
distributed to holders of the Debentures today in which the terms
of the Exchange Offer are described in detail.

If DOV is unable to restructure its obligations under the
Debentures, it may be forced to seek protection under the U.S.
bankruptcy laws.

                     About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)
-- http://www.dovpharm.com/-- is a biopharmaceutical company
focused on the discovery, acquisition, and development of novel
drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.

At Sept. 30, 2006, the company's balance sheet showed
$54.528 million in total assets and $105.504 million in total
liabilities, resulting in a $50.975 million stockholders' deficit.
The company had a $19.301 million deficit at Dec. 31, 2005.


DURA AUTOMOTIVE: Judge Carey Approves CFO Employment Agreement
--------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approves the Debtors' employment agreement
dated Dec. 20, 2006, with David L. Harbert, as chief financial
officer of Dura Automotive Systems Inc., and a related service
agreement with Mr. Harbert's firm, Tatum, LLC, for payment of a
placement fee and the provision of certain resources and support
in connection with Mr. Harbert's employment.

Judge Carey, however, did not approve the indemnification
provisions stated in the Employment Agreement.

Judge Carey rules that Mr. Harbert will be entitled to receive
indemnification from the Debtors to the extent and in a manner as
the Debtors' other current officers and directors.

Judge Carey did not approve the early termination fee and states
that it should not be paid unless approved by a separate Court
order.

Every payment and distribution obligation of the Debtors under
the Employment Agreement and Tatum Agreement will be treated as
an administrative expense pursuant to Section 503(b)(1)(A) of the
Bankruptcy Code, Judge Carey says.

The terms of the agreement, as published in the Troubled Company
Reporter on Jan. 15, 2007, are:

   (a) The Employment Agreement will be deemed effective as of
       December 9, 2006;

   (b) As chief financial officer, Mr. Harbert will:

         * perform all duties as are consistent therewith as the
           Chief Executive Officer or the Board of Directors will
           designate;

         * report directly to Dura's chief executive officer;

         * devote his full time and attention and expend his best
           efforts, energies and skills on behalf of Dura in the
           performance of his duties and responsibilities;

   (c) Dura will pay Mr. Harbert $43,200 a month payable in
       accordance with the Company's normal payroll periods and
       procedures, but no less frequently than on a semi-monthly
       basis.  Dura, in its sole discretion, may increase
       Mr. Harbert's salary.

       Dura will pay Mr. Harbert an early termination fee should
       it elect to terminate the Employment Agreement within 90
       days of the Beginning Date.  Dura will pay Mr. Harbert in
       an amount such that the total of Salary and Early
       Termination Fee paid is equal to $2,250 per day worked by
       Mr. Harbert from the Beginning Date to the date of
       termination of the agreement;

   (d) During the course of Mr. Harbert's employment, he will
       remain a partner at Tatum.  Mr. Harbert will share with
       Tatum a portion of his economic interest in any stock
       options or equity bonus that Dura may, in its discretion,
       grant him.  He may also share with Tatum a portion of any
       cash bonus and severance the Company may, in its
       discretion, pay him, to the extent specified in that
       certain Interim Engagement Resources Agreement between
       Dura and Tatum.

       Dura will promptly reimburse Mr. Harbert directly for
       reasonable travel and out-of-pocket business expenses in
       accordance with Dura's expense reimbursement policies and
       procedures and a per diem of $50.00;

   (e) Mr. Harbert will be eligible for:

         * any 401(k) plan offered to Dura's senior management in
           accordance with the terms and conditions of that
           401(k) plan;

         * holidays consistent with Dura's policy as it applies
           to senior management; and

         * vacation accrued at 1.67 days per month.

       Mr. Harbert be exempt from any waiting periods required
       for eligibility under any benefit plan of Dura, other than
       a qualified retirement plan or if that exemption would
       otherwise cause impermissible discrimination under the
       income tax laws applicable to employee benefit plans;

   (f) Mr. Harbert must receive written evidence that Dura
       maintains directors' and officers' insurance to cover him
       in an amount comparable to that provided to senior
       management of the Company at no additional cost.  Dura
       will maintain that insurance at all times while the
       Employment Agreement remains in effect.

       Furthermore, Dura will maintain that insurance coverage
       with respect to occurrences arising during the term of the
       Employment Agreement for at least three years after the
       termination or expiration of the Employment Agreement, or
       will purchase a directors' and officers' extended
       reporting period, or "tail," policy to cover Mr. Harbert.

       Dura has also agreed to indemnify Mr. Harbert for any
       claim arising from, related to or in connection with the
       his performance of the services.

   (g) Dura or Mr. Harbert may terminate the Employment Agreement
       for any reason on at least 30 days' prior written notice.
       Mr. Harbert will continue to render services and to be
       paid during that 30-day period, regardless of who give
       that notice;

   (h) Mr. Harbert may terminate the agreement immediately if
       Dura has not remained current in its obligations under the
       Employment Agreement or the Tatum Agreement, or if Dura
       engages in, or asks him to engage in or to ignore, any
       illegal or unethical conduct;

   (i) Dura may terminate the Employment Agreement immediately
       for cause; and

   (j) Either party may terminate the agreement in the event the
       Court declines to approve the Employment Agreement on or
       before January 23, 2007.

             Service Agreement with Mr. Harbert's Firm

Dura entered into a related services agreement dated Dec. 20,
2006, with Tatum for the provision of resources and support in
connection with Mr. Harbert's employment.

The Tatum Agreement is subject to Court approval and will be
deemed effective as of Dec. 9, 2006.

Pursuant to the Tatum Agreement, Dura will pay directly to Tatum
a fee equal to 25% of Mr. Harbert's salary as partial
compensation for resources provided.  In the event Mr. Harbert
will be paid a bonus, Dura will pay Tatum, whether cash or
equity, 25% of the total bonus paid by Dura during the term of
the Tatum Agreement.

Dura will have the opportunity to make Mr. Harbert a full-time
permanent member of Dura management at any time during the term
of the Tatum Agreement entering into another form of agreement.

The Tatum Agreement will terminate immediately upon the earlier
of:

   (a) the effective date of the Termination;
   (b) expiration of Mr. Harbert's employment with Dura; or
   (c) Mr. Harbert ceasing to be a partner of Tatum.

During the 12-month period following termination or expiration
of the Tatum Agreement, other than in connection with another
agreement with the firm, Dura will not employ Mr. Harbert or
engage him as an independent contractor, to render services of
substantially the same nature as those for which Tatum is making
him available pursuant to the Agreement.  The parties agree that
a breach by Dura of this provision would result in the loss to
Tatum of Mr. Harbert's valuable expertise and revenue potential.
Thus, in the event of breach, Tatum will be entitled to receive
liquidated damages in an amount equal to 45% of Mr. Harbert's
Annualized Compensation.

In the event a court or arbitrator, as applicable, determines
that liquidated damages are not appropriate for the breach, Tatum
will have the right to seek actual damages.  The amount will be
due and payable to Tatum upon written demand to Dura.

The Tatum Agreement defines "annualized compensation" as
Mr. Harbert's most recent annual salary and the maximum amount of
any bonus for which he was eligible with respect to the then
current bonus year.

Also, pursuant to the Tatum Agreement, Dura will provide Tatum or
Mr. Harbert written evidence that it maintains directors' and
officers' insurance covering the Partner as it covers similarly
situated executive employees of the company.

                 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).


EDUCATE INC: Investor Acquisition Deal Cues Moody's Ratings Review
------------------------------------------------------------------
Moody's Investors Service continues to review the ratings of
Educate Inc. after the company's report that it has entered into a
definitive agreement to be acquired by a group of investors that
includes Sterling Capital Partners, Citigroup Private Equity and
members of management.

The transaction values the company at about $535 million, or about
13x Moody's estimates of 2006 EBITDA, to be paid as a combination
of debt and equity.

Moody's placed the long-term debt ratings of Educate, Inc. and the
ratings on the senior secured credit facilities of Educate
Operating Company, LLC on review for a possible downgrade on
Oct. 27, 2006.  The primary basis for Moody's rating review is the
company's declining cash flow and earnings, operational concerns
with respect to the company's corporate-owned learning centers,
and the potential loss of operational focus as the company
considers the proposed buyout.

Moody's expects the transaction to close in the second quarter of
2007.  If the existing debt is repaid as part of the transaction,
Moody's will confirm and then withdraw the existing ratings.  If
the existing debt is assumed, Moody's will assess the effects on
the existing debt caused by changes in the company's capital
structure.

These ratings are affected:

   * Educate, Inc.

      -- The B1 rated Corporate Family Rating.

   * Educate Operating Company, LLC

      -- The Ba3, LGD2, 24% $30 million senior secured revolving
         credit facility due 2009;

      -- The Ba3, LGD2, 24% $159 million senior secured term loan
         B due 2012.

The ratings are under review for a possible downgrade.

Educate Operating Company, LLC, is the operating subsidiary of
Educate Inc. The company is headquartered in Baltimore, Maryland.
It is a leading education services company for students ranging
from pre-kindergarten through high school.  Its portfolio of
brands includes Sylvan Learning Centers, which provides customized
supplemental, remedial and enrichment programs in reading, writing
and mathematics; Hooked on Phonics, which delivers early reading,
math and study skills programs; and Catapult Learning, a leading
provider of educational services to public and non-public schools.
Educate had revenue of $327 million for the 12 months ended
Sept. 30, 2006.


ELEPHANT & CASTLE: Inks Definitive Agreement With Repechage
-----------------------------------------------------------
Elephant & Castle Group Inc. has entered into a definitive
agreement with Repechage Investments Ltd. and its wholly owned
subsidiary, Repechage Restaurant Group Ltd., with respect to the
previously announced acquisition by Repechage of all outstanding
securities of the company.

The transaction will result in a purchase price of $0.7982 per
common share and $2.3946 per preferred share of the company and
will be implemented by way of a court-approved plan of arrangement
under the Business Corporations Act.

Pursuant to the terms of the Arrangement, Repechage will also
acquire all outstanding share purchase warrants of the company at
a price equal to the amount by which the per share consideration
under the Arrangement exceeds the exercise price of such warrants,
and all principal and interest due to holders
of the company's senior debt will be repaid in full.

The board of directors of the company has received a fairness
opinion from Capital West Partners with respect to the acquisition
consideration and has recommended approval of the acquisition by
the company's shareholders.  The parties anticipate closing the
Arrangement in the first calendar quarter of 2007.  The
Arrangement is conditional upon, among other customary closing
conditions, the approval by the company's common shareholders and
the company's creditors, as well as approval of the Arrangement by
the British Columbia Supreme Court.  The company will apply to the
British Columbia Supreme
Court for an interim order calling a special meeting of its common
shareholders and creditors to be held in March 2007.

The Arrangement Agreement includes a commitment by the company not
to solicit alternate transactions to the Arrangement.  In
addition, the company has granted a right to Repechage to match an
unsolicited competing offer.

Repechage has also entered into agreements with each of GE
Investment Private Placement Partners II, Crown Life Insurance
Company, Rick Bryant, CEO of the company, Roger Sexton, CFO Peter
Laurie, COO of the company, holders of approximately 92% of the
company's outstanding share capital on a fully-diluted basis,
pursuant to which each of such holders have agreed to support the
Arrangement.

                  About Repechage Investments

Based in Halifax, Nova Scotia, Repechage Investments is an
investment company formed under the laws of Newfoundland and
Labrador that holds investments in the transportation, service and
real estate sectors.  The company is closely held, with a majority
of its shares being held by David L. Dobbin and members of his
family.

                    About Elephant & Castle

Based in Vancouver, British Columbia, Elephant & Castle Group Inc.
(OTCBB: PUBSF) -- http://www.elephantcastle.com/-- is the premier
operator and franchisor of authentic British-style pubs with 24
locations throughout North America.

                         *     *     *

In its interim financial statements for the third quarter ended
Sept. 24, 2006, Elephant & Castle's balance sheet indicated
$14,805,000 in total assets, $22,105,000 in total liabilities, and
$7,300,000 in stockholders' deficit.  The company also had an
accumulated deficit of $20,866,000 for the three-month period
ended Sept. 24, 2006.


GEO GROUP: Closes Acquisition of CentraCore Properties for $427.6M
------------------------------------------------------------------
The GEO Group Inc. closed its acquisition of CentraCore Properties
Trust for approximately $427.6 million.  GEO paid $32.58 per
common share of CPT, inclusive of the repayment of $40 million in
CPT debt and the payment of $20 million in transaction related
fees and expenses.

The acquisition was financed through the use of $365 million in
new term loan borrowings and $62.6 million cash on hand.  The
amended senior secured credit facility consists of the 7-year term
loan and a $150 million, 5-year revolving credit facility.  It was
underwritten by BNP Paribas.

"We are pleased with the acquisition of CentraCore Properties
Trust," George C. Zoley, Chairman and Chief Executive Officer of
GEO, said.  "The acquisition allows our company to ensure the
long-term ownership, control, and utilization of these facilities,
while reducing our exposure to escalating use costs in the future.
We can now move forward toward enhancing the value of these
important new company assets."

Lehman Brothers acted as GEO's financial adviser in connection
with this transaction. Akerman Senterfitt served as GEO's legal
advisor.

                    About CentraCore Properties

Based in Palm Beach Gardens, Florida, CentraCore Properties Trust
(NYSE:CPV) -- http://www.correctionalpropertiestrust.com/-- is a
correctional real estate investment trust.  CPT owns 13
correctional facilities totaling 8,671 beds, of which 11
facilities totaling 7,545 beds are currently leased to GEO under
sale-lease back agreements.

                          About GEO Group

Headquartered in Boca Raton, Florida, The GEO Group, Inc. (NYSE:
GEO) -- http://www.thegeogroupinc.com/-- delivers correctional,
detention and residential treatment services to federal, state and
local government agencies around the globe.  It has government
clients in the USA, Australia, South Africa, Canada and the United
Kingdom.  Its operations include 62 correctional and residential
treatment facilities, with a total design capacity of 52,000 beds.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Standard & Poor's Ratings Services assigned a BB rating to its
$515 million senior secured credit facility, with a recovery
rating of 1, indicating a high expectation for full recovery of
principal in the event of a payment default.

S&P has affirmed its BB- corporate credit rating on GEO and
revised the rating outlook to negative from stable.  Also, the
rating on GEO's senior unsecured debt rating was lowered to B from
B+, reflecting unsecured lenders' less favorable recovery position
than the senior secured lenders under the company's pro forma
capital structure.

S&P has also lowered its preliminary senior unsecured shelf debt
rating to B from B+.


GRANITE BROADCASTING: U.S. Trustee Unable to Form Official Panel
----------------------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2,
advises the United States Bankruptcy Court for the Southern
District of New York that she has been unable to appoint an
official committee of unsecured creditors in Granite
Broadcasting's Chapter 11 case.

The U.S. Trustee contacted the 20 largest unsecured creditors
listed in the Debtor's petition in an attempt to form an official
committee, Trial Attorney Lisa L. Lambert, Esq., relates on Ms.
Adam's behalf.  However, an insufficient number of eligible
creditors indicated a willingness to serve on the committee, Ms.
Lambert says.

Under Section 1102(a) of the Bankruptcy Code, the U.S. Trustee may
appoint a committee of creditors holding unsecured claims.  The
U.S. Trustee may also appoint additional committees of creditors
or of equity security holders as it deems appropriate.

An official committee ordinarily consists of the persons, willing
to serve, that hold (i) the seven largest claims against the
debtor, in the case of a creditors panel, or (ii) the seven
largest amounts of equity securities of the debtor, in the case of
an equity panel.

A party-in-interest may request for appointment of additional
committees of creditors or of equity security holders if necessary
to assure adequate representation of creditors or equityholders.
The U.S. Trustee will appoint any such committee.

A committee is empowered under Section 1103 to, among others,
investigate acts, conduct, assets, liabilities and financial
condition of a debtor; the operation of the debtor's business; and
the desirability of the continuance of that business.  The
committee may also participate in the formulation of a plan.

Granite Broadcasting's largest unsecured creditors include:

   -- D.B. Zwirn Specialist Opportunities Fund, L.P., which holds
      guaranty claim for $30,000,000;

   -- Katz Media, which holds a trade claim for $35,514;

   -- the Delaware Secretary of State, which holds a $33,000
      claim;

   -- Music Express East, Inc., which holds a trade claim for
      $13,718;

   -- Ameren CILCO, which holds a trade claim for $11,930;

   -- New Revenue Solutions, which holds a trade claim for
      $10,823; and

   -- Qwest Communications, which holds a trade claim for $9,619.

Headquartered in New York, Granite Broadcasting Corp. (OTC
Bulletin Board: GBTVQ) -- http://www.granitetv.com/-- owns and
operates, or provides programming, sales and other services to 23
channels in 11 markets: San Francisco, California; Detroit,
Michigan; Buffalo, New York; Fresno, California; Syracuse, New
York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-
Superior, Wisconsin; Binghamton, New York; Utica, New York and
Elmira, New York.  The company's channel group includes affiliates
of NBC, CBS, ABC, CW and My Network TV, and reaches approximately
6% of all U.S. television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.


HEALTH MANAGEMENT: Will Give $10 Per Share Special Cash Dividend
----------------------------------------------------------------
Health Management Associates Inc. has disclosed a recapitalization
of its balance sheet designed 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.

As part of the recapitalization, HMA will return approximately
$2.4 billion to shareholders through a $10.00 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, the
date after the payment date, in accordance with NYSE 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.

Joseph V. Vumbacco, Chief Executive Officer and Vice Chairman,
said, "The recapitalization we are initiating today enables HMA to
deliver value to shareholders, while continuing to fulfill our
commitment to invest in our hospitals to ensure their ability to
provide the highest quality of care to patients and service to our
physicians and communities.

"We are capitalizing on current capital market conditions, which
present attractive debt financing options for strong, well-managed
companies.  We believe our plan represents a 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 (expected to be unfunded at closing), 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.

Banc of America Securities LLC is acting as financial advisor to
HMA in this transaction, and has committed to provide the new
senior secured credit facilities, with such commitment being
subject to customary closing conditions.

William J. Schoen, Chairman of the Board, said, "Our Board of
Directors and executive leadership have been engaged in a
thoughtful, strategic process to explore a number of alternatives
designed to consider the current realities of the capital
marketplace and to determine how best to deliver value to our
shareholders while best positioning our hospitals and our company
for future success -- clinically, operationally, and financially.
We ultimately reached three central conclusions:

   (1) We will shift our sources of capital away from equity and
       toward debt, because the debt capital markets currently
       comprise a more attractive source.

   (2) We will reinforce and strengthen our ability to meet all
       existing commitments and known future opportunities to
       invest capital in our hospitals and communities; this will
       ensure that we continue to provide the best possible
       care to patients, service to our physicians, and growth
       for our organization.

   (3) We will issue a one-time dividend as our means of
       returning excess capital to the shareholders; this will
       give our existing shareholders the opportunity to continue
       participating in the company's future performance and
       growth.

We believe the transaction we have chosen will best support these
central conclusions and thus best benefit our patients, our
physicians, and the communities we serve, as well as our
shareholders and employees."

HMA also announced that in the fourth quarter of 2006, it will
record $200 million, or approximately $0.50 per diluted share, of
bad debt expense as additional reserve for self-pay receivables.
In June 2005, HMA modified its reserve policy to fully reserve
self-pay receivables after 120 days, instead of 150 days, based
upon cash collections at the time.  The industry and HMA have
experienced continued growth in self-pay patients.  Based upon
a recently completed analysis of cash collections commenced
approximately one year following the policy change in June 2005,
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.

The company said its new reserve policy should be viewed in
conjunction with its recent settlement of existing class action
litigation challenging the amounts its hospitals charged for
medical services to uninsured patients.  Under the settlement
agreement, and in the interest of increased transparency,
beginning in January 2007 HMA will discount the gross billing
charge to uninsured patients by 40 to 60 percent.  HMA does not
expect the result of this uninsured policy change to significantly
affect the company's operating income, as it expects reduced
revenues from uninsured patients will be offset by anticipated
reduced bad debt expense.

                           About HMA

Health Management Associates, Inc. (NYSE: HMA) -- http://www.hma-
corp.com/ -- owns and operates general acute care hospitals in
non-urban communities located throughout 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.


INTERSTATE BAKERIES: Wants DIP Financing Extended to Feb. 9, 2008
-----------------------------------------------------------------
Interstate Bakeries Corporation has filed a motion with the U.S.
Bankruptcy Court for the Western District of Missouri seeking
approval of, among other things, an extension of the maturity date
of its post-petition debtor-in-possession financing facility to
Feb. 9, 2008.

The DIP financing facility is currently set to expire on June 2,
2007.

The hearing on the amendment is scheduled for Feb. 16, 2007 in
conjunction with the hearing to approve the employment agreement
of Craig D. Jung as the company's new chief executive officer and
a member of the company's newly reconstituted Board of Directors.

To date, IBC has not borrowed under its $200 million DIP financing
facility, although it has issued letters of credit under the
facility in the amount of $109.1 million, primarily in support of
the company's insurance programs.  Availability under the DIP
facility is currently $69.3 million.

J.P. Morgan Chase Bank, agent for the DIP financing facility
during the bankruptcy cases, will continue to act as agent and
syndicate the extended financing facility.  IBC said that it is
optimistic that it will receive the support of the lenders that
are party to the DIP financing facility to extend the facility
through Feb. 9, 2008, as well as the consent of the prepetition
lenders to such transactions; however, there can be no assurances
that such lenders will agree to the extended DIP financing
facility on the terms and conditions currently contemplated by the
proposed amendment or that alternative lenders or sources of
financing will be available in the event no agreement to extend is
reached with such lenders.

A full-text copy of the Ninth Amendment to the DIP Financing
Facility Agreement with J.P. Morgan Chase is available for free at
http://ResearchArchives.com/t/s?193b

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


INTERSTATE BAKERIES: Names Craig Jung as Chief Executive Officer
----------------------------------------------------------------
Interstate Bakeries Corporation named Craig D. Jung, 53, as its
new chief executive officer and a member of the company's newly
reconstituted Board of Directors.  Mr. Jung's employment and
appointment to the Board are subject to approval by U.S.
Bankruptcy Court for the Western District of Missouri.  The
company filed a motion on Jan. 30, 2007, with the Court requesting
authorization to enter into an employment agreement with Mr. Jung.
The motion is scheduled to be heard Feb. 16, 2007, and, if
approved, would become effective immediately.

Mr. Jung will replace Tony Alvarez II, co-founder and co-chief
executive of Alvarez & Marsal (A&M), the corporate advisory and
turnaround management services firm.  Mr. Alvarez has served as
chief executive officer of IBC since the Company filed Chapter 11
in September 2004.

"Craig Jung is the right choice to lead the company going
forward," Michael Anderson, a long-time member of IBC's Board of
Directors, who was elected Board Chairman on Jan. 24, 2007, said.
"He is a highly respected executive with prior CEO and COO
experience and a proven track record in leading performance
turnarounds."

Mr. Anderson thanked Tony Alvarez for his stewardship of the
company.  "Tony Alvarez's leadership contributions have been
invaluable in bringing IBC to this critical point, and the Board
is extremely appreciative of his efforts."

Mr. Jung previously served as CEO of Panamerican Beverages,
formerly the third-largest Coca-Cola bottler in the world with
$2.6 billion of revenues.  In May 2003, Mr. Jung led the sale of
Panamco, Panamerican Beverages' successor, to Coca-Cola FEMSA,
S.A. de C.V. in a transaction valued at $3.6 billion.

Mr. Jung also served as founding chief operating officer of Pepsi
Bottling Group, helping take that firm public in a $5 billion IPO
in 1999.  In 11 years at PepsiCo, Mr. Jung served in a variety of
senior executive assignments in general management, marketing and
sales.  His assignments at PepsiCo included successfully turning
around revenue and profit performances at Frito-Lay's Canadian
operations, and leading a successful turnaround of Pepsi-Cola's
South American operations.

Mr. Jung graduated in 1975 from West Point and received his
master's degree in public administration from Harvard University
in 2004.

Under terms of a three-year employment agreement, Mr. Jung will
receive an annual base salary of $900,000 and a signing bonus of
$1.2 million.  Beginning with the 2009 fiscal year, he will be
eligible to participate in the company's annual performance bonus
plan.  In the event company performance objectives are met, he
will be entitled to receive an annual bonus equal to 100% of his
base salary.

Mr. Jung will be entitled to receive additional cash awards for
enterprise value created during the bankruptcy period, as well as
equity once the company emerges from Chapter 11.  During the term
of his employment, Mr. Jung will participate in all employee and
executive benefit programs.

                    Resignation of a Director

IBC said that David Weinstein, a member of its Board of Directors
who had been serving as lead director, has resigned effective
immediately.  No timetable has been established for filling the
vacancy created as a result of Mr. Weinstein's resignation.

                    About Interstate Bakeries

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


JARDEN CORP: Proposed $400 Mil. Sub. Notes Rated B3 by Moody's
--------------------------------------------------------------
Moody's Investors Service affirmed its corporate family and
probability of default ratings of B1 for Jarden Corporation and
assigned a B3 rating and LGD5, 86% loss given default assessment
to the company's proposed $400 million subordinated note issue.

The ratings and assessments assigned to the proposed subordinated
note issue are subject to review of final documentation, with no
material change to the terms and conditions of the notes and the
transaction as presented to Moody's.

The rating outlook, which was negative, was revised to positive.

The positive rating outlook reflects the progress that Jarden has
made in its integration of its 2005 acquisitions of Holmes Group
and AHI as well as the 2006 acquisition of the Pine Mountain log
business.  The successful integration of these acquisitions has
improved the company's scale, with sales for the period ending
Dec. 31, 2006, reaching an estimated $3.85 billion.

In addition, these acquisitions have broadened Jarden's portfolio
of brands across multiple product segments with brands that have
No. 1 or No. 2 positions in the majority of the company's
segments. Jarden's financial metrics have shown improvement as the
company has improved margins and cash flow, as well as the benefit
of the share offer concluded in November 2006 which resulted in
proceeds of $145 million which were used to reduce debt.

Proceeds from the new subordinated note issue will be used to fund
prepayment in full of the company's outstanding $180 million 9
3/4% senior subordinated notes with the balance used to fund a
prepayment of the company's secured term debt.  Moody's expects to
withdraw ratings on the existing subordinated notes upon repayment
in full.

These ratings were affirmed and amended:

   -- Corporate Family Rating at B1

   -- Probability of Default Rating at B1

   -- Senior Secured Bank Loan Rating at Ba3, LGD3, 34%,
      previously LGD3, 41%

Assigned:

   -- $400 million Senior Subordinated Notes at B3, LGD5, 86%

Jarden Corporation is a leading manufacturer and distributor of
niche consumer products used in and around the home.  The
company's primary segment include Consumer Solutions, Branded
Consumables, and Outdoor.  Headquarted in Rye, New York the
company reported consolidated net sales of approximately
$3.85 billion for the 12 month period ending Dec. 31, 2006.


JPMORGAN AUTO: Moody's Rates Unclassified Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
JPMorgan Auto Receivables Trust 2007-A transaction.

These are the rating actions:

   * JPMorgan Auto Receivables Trust 2007-A

      -- Class A-1 Asset-Backed Notes, rated Prime-1
      -- Class A-2 Asset-Backed Notes, rated Aaa
      -- Class A-3 Asset-Backed Notes, rated Aaa
      -- Class A-4 Asset-Backed Notes, rated Aaa
      -- Class B Asset-Backed Notes, rated Aa3
      -- Class C Asset-Backed Notes, rated Baa1
      -- Certificates, rated Ba2


JPMORGAN AUTO: S&P Assigns BB Rating to Unclassified Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to JPMorgan Auto Receivables Trust 2007-A's $449.4 million
asset-backed notes.

The preliminary ratings are based on information as of
Jan. 29, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- The characteristics of the pool being securitized;

   -- Credit enhancement in the form of subordination,
      overcollateralization, and excess spread;

   -- Timely interest and principal payments made under stressed
      cash flow modeling scenarios appropriate to the rating
      category; and,

   -- A sound legal structure.

                    Preliminary Ratings Assigned

               JPMorgan Auto Receivables Trust 2007-A

     Class                          Rating       Amount
     -----                          ------       ------
     A-1 (senior)                   A-1+      $132,000,000
     A-2 (senior)                   AAA       $154,000,000
     A-3 (senior)                   AAA        $84,000,000
     A-4 (senior)                   AAA        $53,900,000
     B (subordinated)               A          $11,280,000
     C (subordinated)               BBB        $11,280,000
     Certificates (subordinated)    BB          $2,940,000

*The actual size of these tranches will be determined on the
pricing date.


KANSAS CITY SOUTHERN: S&P Puts Ratings on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed most of its ratings on
Kansas City Southern, including the 'B' corporate credit rating,
on CreditWatch with negative implications.  The 'D' rating on the
preferred stock is not on CreditWatch.

The CreditWatch placement follows the railroad company's
disclosure that it is seeking consents to amend certain
definitions in the indentures related to its 9 % notes due 2008
and its 7 % notes due 2009 and to waive defaults which may have
arisen in conjunction with a covenant violation.  The consent
solicitation expires on Feb. 9, 2007, but the company is offering
special incentives for consents to be delivered by 5 p.m. on
Feb. 5, 2007.

"If Kansas City Southern fails to get the consent solicitations
needed to resolve the defaults, ratings could be lowered," said
Standard & Poor's credit analyst Lisa Jenkins.

Standard & Poor's believes that the company is also in default
under its bank agreement as a result of this situation.  While
we do not expect the banks or bondholders to demand immediate
repayment of their loans, Kansas City Southern will likely be
precluded from borrowing additional amounts until the matter is
resolved.

Standard & Poor's will continue to monitor the situation and take
rating actions as required.  If Kansas City Southern cures its
defaults, ratings will be removed from CreditWatch.

Kansas City Southern is a U.S.-based freight railroad company that
also has extensive operations in Mexico.


KEYSTONE TRUCK: Organizational Meeting Scheduled on February 13
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Keystone Truck Equipment, Inc. and Keystone
Truck Equipment and Sales, Inc.'s chapter 11 case at 2 p.m., on
Feb. 13, 2007, at 833 Chestnut Street, Suite 501, Chapter 11,
341(a) Meeting Room, in Philadelphia, Pennsylvania.

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 New Britain, Pennsylvania, Keystone Truck Equipment, Inc.
and its debtor-affiliate, Keystone Truck Equipment Sales &
Service, Inc. -- http://www.keystonetruck.com/-- sell truck
equipment parts and accessories.  The companies filed for chapter
11 protection on December 22, 2006 (Bankr. E.D. Pa. Case Nos. 06-
16067 and 06-16069).  Douglas J. Smillie, Esq., at Fitzpatrick
Lentz and Bubba P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, Keystone Truck Equipment listed estimated assets
of $1 million to $100 million and estimated debts of $100,000 to
$1 million, while Keystone Truck Equipment Sales & Service listed
estimated assets and debts of $100,000 to $1 million.


LEVITZ HOME: Court Approves Travelers and Resurgence Agreements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a claims services agreement between Levitz Home
Furnishings Inc., its debtor-affiliates and Travelers Indemnity
Company.  The Court also approved an Exchange and Reimbursement
Agreement between the Debtors and Resurgence Asset Management,
LLC.

Prior to the Debtors' bankruptcy filing, Travelers issued various
insurance policies to the Debtors.  Both parties also entered into
certain claims services agreements by which Travelers administered
certain of the Debtors' self-insured programs.

In exchange for the insurance coverage, the Debtors, pursuant to
an insurance program, were obligated to (a) pay Travelers certain
premiums, and (b) reimburse Travelers certain amounts set forth
in corresponding agreements.  The Debtors initially paid an
estimated premium amount and then made payments based on actual
losses and expenses, subject to contractual obligations.

As required under the Insurance Program, Travelers was the
beneficiary of six irrevocable letters of credit.  This includes
the L/C issued by ABN-AMRO Bank, N.V., for $5,068,640.  The
Debtors and PLVTZ affirm that:

   * LHFI is the account party to the ABN-AMRO L/C;
   * the ABN-AMRO L/C was cash collateralized by PLVTZ; and
   * the ABN-AMRO L/C has been drawn in full by Travelers.

PLVTZ represents that it has satisfied in full all ABN-AMRO
reimbursement obligations.

The L/Cs back the Debtors' Obligations, and Travelers has drawn
the full amount of the L/Cs, or $17,550,000.  Under the Insurance
Program, any excess L/C proceeds are returned to the issuer of
the L/C.  Travelers also holds a $211,691 cash deposit that also
backs the Debtor' Obligations.

The Parties sought to agree on the amount of the Debtors'
Obligations to Travelers; to remit the Deposit and certain L/Cs
proceeds to PLVTZ as purchaser of the cash proceeds of the L/Cs;
and to exchange releases in connection with all claims.

                         Resurgence L/Cs

Levitz Furniture LLC and Resurgence Asset Management, LLC
established various letters of credit securing workers'
compensation and other potential obligations for the benefit of
Travelers and its related entities.

M.D. Sass Corporate Resurgence Partners III, LP and Resurgence
Asset Management, a former equity partner of the Debtors, were
obligated to assist the Debtors in obtaining the Travelers L/C
pursuant to an exchange and reimbursement agreement dated
Nov. 9, 2004, between certain of the Debtors and certain of
Resurgence's affiliates.

Pursuant to the Exchange and Reimbursement Agreement, Resurgence
established:

   * a letter of credit for $1,700,000 when Levitz Furniture and
     TIAA-Cref or its predecessor-in-interest entered into a
     lease for non-residential real property located in Mira
     Loma, California; and

   * a letter of credit for $3,350,000 when Seaman Furniture
     Company, Inc., and Matrix/PR I, LLC or its predecessor-in-
     interest entered into a lease for non-residential real
     property located in Robbinsville, New Jersey.

When the Robbinsville Lease was rejected on June 6, 2006, PLVTZ
provided Matrix with a new letter of credit for $1,500,000 and
paid Matrix $1,875,000 in cash in satisfaction of Matrix's
rejection damages.  The Robbinsville L/C funds for $3,350,000 are
presently held in escrow by Matrix's counsel pending resolution
of the dispute between Seaman, PLVTC and Resurgence regarding
ownership of the proceeds of the L/Cs.

Resurgence has contended, and PLVTZ has denied, that Resurgence
is entitled to any and all proceeds or funds of the Travelers
L/C, the Mira Loma L/C, and the Robbinsville L/C.

To avoid the cost and expense of a litigation regarding the
ownership of the L/Cs and the entitlement to the proceeds and
funds of the L/Cs, Levitz, Seaman, PLVTZ and Resurgence have
entered into a settlement agreement.

Similarly, to further avoid the cost and expense of a litigation
regarding the amount of Travelers' claims, the ownership of the
Travelers L/C, and the entitlement to the excess proceeds and
funds the L/Cs would entail, Levitz, PLVTZ and Travelers have
entered into a stipulated agreement.

The salient terms of the Resurgence Settlement Agreement are:

   * On or before Jan. 30, 2007, PLVTZ will pay to Resurgence,
     by wire transfer of immediately available funds, $2,000,000
     in settlement of the disputes.  The Settlement payment will
     be the sole ownership of Resurgence;

   * PLVTZ will:

     -- pay to Resurgence the fees and expenses necessary to
        maintain the Mira Loma L/C until it is terminated by
        Resurgence; and

     -- at its own cost and expense, replace the Mira Loma L/C
        with a new letter of credit for the benefit of TIAA-
        Cref, in an amount to be negotiated by and between PLVTZ
        and TIAA-Cref.

     Upon establishment of the New Mira Loma L/C, Resurgence
     may terminate the Mira Loma L/C.

     Upon the performance of the obligations set forth in the
     Resurgence Settlement Agreement, the proceeds of the Mira
     Loma L/C will be remitted to PLVTZ and the Mira Loma
     proceeds constitute the sole and lawful property of PLVTZ;

   * Matrix's counsel will remit the escrowed funds to PLVTZ
     immediately upon timely payment of the Settlement Payment
     by PLVTZ to Resurgence and upon receipt of joint wire
     instructions from Matrix and PLVTZ;

   * The excess Travelers Funds, the Mira Loma Proceeds and the
     Escrowed Funds will be the sole and lawful property of PLVTZ;
     and

   * The obligations of the parties to the Resurgence
     Settlement Agreement are expressly contingent upon:

     -- Payment by Travelers to PLVTZ of the proceeds of the
        Travelers Stipulation, provided that if PLVTZ does not pay
        the Settlement Payment to Resurgence by Feb. 14,  2007,
        Resurgence will have the right to terminate the Settlement
        Agreement after three days prior notice had been given to
        the parties; and

     -- Reciprocal releases of PLVTZ, the Debtors and Resurgence.

                         The Stipulation

Under the Court-approved stipulation, Levitz, PLVTZ and Travelers
agree that:

   * Travelers is allowed a general unsecured claim for
     $14,362,000, which will be satisfied by Travelers' retention
     of proceeds of the L/Cs in the allowed amount;

   * Travelers will retain the proceeds of all L/Cs other than a
     portion of the ABN-AMRO L/C, and the proceeds of the ABN-AMRO
     L/C will be remitted to Levitz for $3,188,000;

   * Travelers will retain $1,880,331 of the ABN-AMRO L/C;

   * Travelers will remit the cash deposit for $211,691 to Levitz
     Furniture;

   * Immediately upon receipt of the L/C Payment and Deposit,
     Levitz will remit the L/C Payment and Deposit to PLVTZ; and

   * Levitz, PLVTZ, and Travelers exchange mutual releases.

Upon PLVTZ's receipt of the funds contemplated by the Resurgence
Settlement Agreement and the Travelers Stipulation, PLVTZ will:

   * reduce its DIP claim by $3,400,000; and

   * pay $100,000 to the General Unsecured Creditors Trust, for
     the benefit of general unsecured creditors.

                   About Levitz Home Furnishings

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Treatment of Claims Under Reorganization Plan
--------------------------------------------------------------
Mesaba Aviation Inc. delivered a Disclosure Statement explaining
its Plan of Reorganization to the U.S. Bankruptcy Court for the
District of Minnesota on Jan. 24, 2007.

In the Disclosure Statement, John G. Spanjers, Mesaba's president
and chief operating officer, relates that the Reorganized Debtor
will be responsible for the payment of accrued trade payables,
employee compensation and benefits, certain taxes and other
obligations incurred in the ordinary course of Mesaba's business
since the filing of its Chapter 11 case, which have accrued but
are not yet payable as of the date of closing of the transaction.

The Liquidating Trust, on the other hand, will be responsible for
payments to holders of Unsecured Priority Tax Claims and
Allowed Claims and Equity Interests in Classes 1 through 4, and a
portion of Administrative Claims not satisfied by the Reorganized
Debtor or Northwest Airlines, Inc.  The remainder of the proceeds
of the sale will be paid to the holder of the Allowed Class 5
Equity Interest.

                  Treatment of Unclassified Claims

Under the Plan, Administrative Claims and Professional Fees that
are (a) Closing Items will be paid by the Reorganized Debtor from
the Administrative Expense Reserve, (b) neither Closing Items nor
Preserved Ordinary Course Administrative Claims, will be paid by
the Liquidating Trustee from Trust Cash.

Preserved Ordinary Course Administrative Claims will be paid by
the Reorganized Debtor in accordance with either the terms and
conditions under which the Claim arose, or in the ordinary course
of the Reorganized Debtor's business.

Allowed Priority Unsecured Tax Claim will be paid in full by the
Trust from the Priority/Secured Claim Reserve.

All Allowed Reclamation Claims will be paid by the Trust
from Trust Cash.

On or before the effective date of the Plan, all of the Debtor's
outstanding obligations to the DIP Lender pursuant to the DIP
Financing Order will be fully and finally satisfied in accordance
with their terms using the Debtor's Cash.  Upon full payment of
the obligations, the Liens securing the DIP Facility will be
released and extinguished.

All fees owing to the U.S. Trustee will be paid by the Debtor as
the fees may become due up to and including, the Closing Date.

                 Claim Replacement Bonus and EIP

According to Mr. Spanjers, the Claim Replacement Bonus is to
partially compensate certain management employees who have worked
for Mesaba throughout the reorganization for their extra effort
and for the compensation reduction they have taken.  The Claim
Replacement bonus will be paid to up to 272 employees and will
total no more than $911,210.  Employees must remain employed on
the Effective Date of the Plan to be eligible to receive payment.

The Claim Replacement Bonus will be paid from the Administrative
Expense Reserve as an Administrative Claim.  To the extent there
are insufficient funds in the Administrative Expense Reserve to
pay the Claim Replacement Bonus, the Liquidating Trustee will pay
the Bonus from Trust Cash.

The Exit Incentive Plan is to compensate the Debtor's officers
for their efforts in completing the successful reorganization of
the Debtor.  The maximum aggregate total of the EIP is $1,088,790
if all conditions to payment are reached.

The amounts due under the EIP will be paid from the
Administrative Expense Reserve provided that to the extent the
Reserve is insufficient to fully satisfy the EIP, the remaining
balance of the EIP will be paid by the Liquidating Trustee from
Trust Cash according to this schedule:

    (a) 20% of the total EIP Balance upon the Distribution of
        Trust Assets to holders of Class 4 General Unsecured
        Claims satisfying 25% of each Class 4 General Unsecured
        Claim, whether through a single Distribution or several
        Distributions;

    (b) 25% of the total EIP Balance upon the Distribution of
        Trust Assets to holders of Class 4 General Unsecured
        Claims satisfying 50% of each Class 4 General Unsecured
        Claim, whether through a single Distribution or several
        Distributions;

    (c) 30% of the total EIP Balance upon the Distribution of
        Trust Assets to holders of Class 4 General Unsecured
        Claims satisfying 75% of each Class 4 General Unsecured
        Claim, whether through a single Distribution or several
        Distributions; and

    (d) The remainder of the total EIP Balance upon the
        Distribution of Trust Assets to holders of Class 4 General
        Unsecured Claims satisfying in full all Class 4 General
        Unsecured Claims, including applicable interest.

                  Treatment of Classified Claims

Class 1 Claims will be paid by the Trust from the Priority
Unsecured Claim Reserve.

Class 2 Claims will be satisfied in full by the payment, in Cash
or in kind, from the Trust Assets.  The Claims may also be
satisfied by an agreement between the claimholder and the
Liquidating Trustee.  If the holder of a Class 2 Claim has an
Unsecured Deficiency Claim, the Deficiency Claim will be treated
under the Plan as a Class 4 General Unsecured Claim or Priority
Unsecured Tax Claim, as determined by the Bankruptcy Court.

Class 3 Claims will be satisfied by the transfer to the
claimholder of any Trust Asset that solely constitutes the Cash
Collateral of the holder.  The Claims may also be satisfied by an
agreement between the claimholder and the Liquidating Trustee.
If the holder of a Class 3 Claim has an Unsecured Deficiency
Claim, the deficiency claim will be treated under the Plan as a
General Unsecured Claim.

Class 4 Claims will be treated in accordance with the terms of
the Trust Agreement.  Specifically:

    (a) Class 4 Beneficial Interests in the Trust will be
        allocated to holders of Allowed Claims in Class 4;

    (b) Interest will accrue on the unpaid balance of Allowed
        Claims in Class 4 at the applicable Unsecured Interest
        Rate or the applicable Contractual Default Rate in
        accordance with the Trust Agreement from the later of the
        Petition Date or, if the Claim is for future damages, the
        date to which the present value of the Claim is
        discounted; and

    (c) Holders of Allowed Claims in Class 4 will receive
        Distributions of Available Cash on account of their Class
        4 Beneficial Interest in the Trust.

Class 5 Claims will be canceled and extinguished on the Effective
Date, and treated in accordance with the terms of the Trust
Agreement:

    (a) Class 5 Beneficial Interests in the Trust will be
        allocated to the holder of the Allowed Class 5 Equity
        Interest; and

    (b) The holder of the Allowed Class 5 Equity Interest will
        receive Distributions of Available Cash on account of its
        Class 5 Beneficial Interest in the Trust.

                       Oversight Committee

The Oversight Committee will consist of three members, two of
which will be appointed by the Official Committee of Unsecured
Creditors, and the other one appointed by MAIR Holdings, Inc.

On or before the Confirmation Hearing, the Committee and MAIR
will nominate their candidates by filing a notice with the
Bankruptcy Court and serving the notice upon each other and upon
the Debtor and the U.S. States Trustee.  The candidates will be
approved as members of the Oversight Committee at the
Confirmation Hearing.  The members will not have assumed any
fiduciary duties to the Creditors, the Trust, Liquidating Trustee
or any other parties-in-interest in the Debtor's case.

Members of the Oversight Committee will not be compensated for
their services, but they will be reimbursed for all reasonable
out-of-pocket expenses, other than fees and expenses of counsel
to the individual members of the Committee.

                             Releases

On the Effective Date, the Debtor will be deemed to have released
(i) MAIR and its officers, directors, employees, and
professionals from any and all claims, causes of action, and
other liabilities of whatever kind or nature arising before the
Effective Date, including the Litigation Claims, provided that
the release will not affect or impair any right of set-off or
defense as to the amount of the MAIR Claim, and (ii) the Debtor's
current and prior directors and officers from any claims or
causes of action the Debtor may have against the parties, unless
the claims or causes of action arise out of acts or omissions by
the parties constituting willful misconduct or gross negligence.

Within three business days after the Effective Date, the parties
to the Adversary Proceeding No. 06-03431 filed by MAIR against
the Debtor and the Creditors Committee will submit to the
Bankruptcy Court an order dismissing the complaint with
prejudice.

                   Alternatives to Plan Filing

Mr. Spanjers notes that if the Plan is not timely confirmed, an
alternative is a Chapter 7 liquidation proceeding in which a
liquidation trustee would be appointed by the Bankruptcy Court to
oversee the liquidation of the Debtor's assets.  The trustee
would be entitled to:

    (a) retain a new set of professionals, including lawyers and
        accountants, to review and analyze all of the Claims and
        the Debtor's assets; and

    (b) request a fee equal to 3% of all distributions made to the
        Creditors.

The Debtor believes that the conversion to a Chapter 7
liquidation proceeding and the appointment of a new trustee and
new estate professionals would increase professional fees and
result in further delays and a reduction in distributions to the
Creditors.

Another alternative is that the Debtor could continue in a
Chapter 11 proceeding while its assets are being liquidated and
distributed.  The Debtor's assets would be sold subject to higher
and better bids under Bankruptcy Court supervision, and the
Debtor's Litigation Claims would be pursued.  However, the
professionals would continue to be retained and their services
would be necessary in preparing the requests and applications and
advising the Debtor and the Creditors Committee.  Additionally,
every action of the Debtor would be subject to the same level of
scrutiny and the objections of the various parties-in-interest.

"Obviously, this would further delay the receipt of any
distributions by the Creditors since the Bankruptcy Court's
approval would need to be obtained prior to the sale of any
assets, and the professional fees incurred in the Chapter 11
proceeding would drain the Debtor of the cash that would
otherwise be paid to the Creditors," Mr. Spanjers says.

Furthermore, another alternative plan could be pursued by other
parties-in-interest to the extent that they are allowed by the
Bankruptcy Court and the Bankruptcy Code.  These plans could be
pursued with permission of the Bankruptcy Court or after the
Debtor has failed to gain acceptance of the Plan.  Mr. Spanjers
notes that pursuit of multiple plans would be expensive, since
the professionals would need to evaluate the competing plans and
file objections to the plans.  He explains that this would incur
a substantial amount of professional fees, which would ultimately
reduce the funds available to repay the Creditors of the Debtor.

After exploring various alternative scenarios, the Debtor and its
professional advisors conclude that the Plan enables the holders
of Claims and Equity Interests to realize the maximum recovery
under the circumstances.

A full-text copy of Mesaba's Disclosure Statement is available at
no charge at http://ResearchArchives.com/t/s?192b

                        About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Disclosure Statement Hearing Set for February 27
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota set a
hearing at 1:30 p.m., on Feb. 27, 2007, to consider approval of
the Disclosure Statement explaining Mesaba Aviation Inc.'s Plan of
Reorganization.

Deadline for filing objections to the Disclosure Statement is
February 22.

The Plan Proponents assure the Court that the Disclosure
Statement contains adequate information that will allow creditors
to make an informed judgment about the Plan.

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CINEMEDIA: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to National CineMedia Inc. and
its operating subsidiary, National CineMedia LLC, which are rated
on a consolidated basis.

At the same time, Standard & Poor's assigned bank loan and
recovery ratings to National CineMedia LLC's proposed
$805 million senior secured bank credit facility.

The 'B+' bank loan rating, at the same level as the corporate
credit rating, and recovery rating of '3' indicate a meaningful
recovery of principal in a payment default scenario.

National CineMedia LLC is the operating company, which generates
all the operating cash flow, and the borrower of the proposed
facility.  National CineMedia LLC will be jointly owned by its
founding members and National CineMedia Inc., which is the
minority holding company with voting control.

The company will use proceeds from the bank loan facilities to
redeem the preferred equity units held by the founding members, to
repay existing indebtedness, and to partially compensate the
founding members for modifying their contracts with National
CineMedia LLC.  The founding members will also receive proceeds
from an expected IPO of National CineMedia Inc. in exchange
for modifying their contracts with National CineMedia LLC. At
closing, the company is expected to have $735 million in debt
outstanding.

"The ratings reflect National CineMedia's limited operating
history, some revenue and EBITDA sensitivity to theater attendance
trends, high leverage, and aggressive dividend policy," said
Standard & Poor's credit analyst Tulip Lim.

"These factors are partially offset by the company's good market
position in the growing cinema advertising niche market, high
barriers to entry provided by long-term contracts with exhibitors,
and strong EBITDA margins."

The company sells, distributes, produces, and develops on-screen
cinema advertising through its network of screens, and provides
promotional services to advertisers in theater lobbies. National
CineMedia is one of the leading in-theater networks in North
America, with 30-year contracts with the three largest national
movie exhibitors in the U.S.: Regal, AMC, and Cinemark.


NELLSON NUTRACEUTICAL: Wants Until Feb. 14 to File Chapter 11 Plan
------------------------------------------------------------------
Nellson Nutraceutical Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend,
until Feb. 14, 2007, their exclusive period to file a chapter 11
plan.  The Debtors also want their exclusive period to solicit
acceptances of that plan extended until April 15, 2007.

The Debtors' exclusive period to file a plan expired on Jan. 15,
2007.  This is the Debtors' fourth motion to extend the exclusive
periods.

On Dec. 14, 2006, the Court concluded a three-month trial to
determine the Debtors' enterprise value.  By the request of some
parties to the Valuation Trial, the Court has not issued a
valuation opinion.  Currently, the Debtors, Fremont Investors VII,
LLC, UBS AG, Stamford Branch, and other lenders are engaged in
settlement negotiations regarding a consensual restructuring of
the Debtors.

The Debtors tell the Court that given the ongoing settlement
discussions between the parties, the Debtors believe that an
extension of the exclusivity periods is necessary.

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulates, makes and sells bars and powders for the
nutrition supplement industry.  The Debtors filed for chapter 11
protection on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).
Laura Davis Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M.
Pachulski, Esq., Brad R. Godshall, Esq., and Maxim B. Litvak,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
represent the Debtors in their restructuring efforts.  Lawyers at
Young, Conaway, Stargatt & Taylor, LLP, represent an informal
committee of which General Electric Capital Corporation and
Barclays Bank PLC are members.  In its Schedules of Assets and
Liabilities filed with the Court, Nellson Nutraceutical reports
$312,334,898 in total assets and $345,227,725 in total liabilities
when it filed for bankruptcy.


NEW ENGLAND COLLEGE: Moody's Upgrades B1 Rating to Ba3
------------------------------------------------------
Moody's Investors Service has upgraded the rating on New England
College to Ba3 from B1.

The rating outlook is stable at the higher rating level and
applies to $4.8 million of Series 1999 bonds issued through the
New Hampshire Higher Educational and Health Facilities Authority.

Legal security:

General obligation of College secured by gross receipts subject to
prior lien of HUD on revenues generated by certain dormitory
facilities; mortgage interest in certain campus facilities; 1.25x
debt service covenant; MADS to Revenues of 0.15x covenant

Interest rate derivatives:

None.

Strengths:

   * Growing enrollment in both traditional undergraduate
     programs and expanded graduate programs, leading to fairly
     rapid net tuition revenue growth;

   * Operating performance continues to be positive, stemming
     from healthy enrollment trends and improved management
     oversight of budget;

   * Liquidity, while still weak, has improved including a
     significant boost from the sale of privately held stock;

CHALLENGES

   * Small revenue and financial resource base leaves College
     vulnerable to unexpected shifts in demand or financial
     performance.

   * Despite reportedly doubling unrestricted cash since the end
     of FY2006 with the sale of privately held stock, the
     College's liquidity remains very weak; in addition, a
     significant portion of the College's restricted funds are
     pledged as collateral to a bank line of credit, and broad
     liquidity measures are still very thin.

   * Market remains vulnerable, with much of recent enrollment
     growth experienced in competitive graduate training on
     location at corporations throughout state and region.

Recent developments:

Favorably, New England College continues to experience modest
enrollment growth with healthy rates of net tuition revenue
increases driven in part by growth in graduate enrollment in
various cohort programs offered directly at corporate locations.
The College has begun marketing online programs through an
agreement with an online education provider.  While Moody's
believes these cohort and online programs can be more volatile, we
take comfort with management's use of part-time faculty to staff
the programs and improved budgetary oversight by management.  This
improved budgetary oversight has led to debt service coverage in
excess of 2.5x for the past four years.

The College's liquidity profile is also expected to show further
improvement in FY2007.  At the end of FY2006, the College held
approximately $7.3 million of total cash and investments, of which
just over $1.2 million was unrestricted.  During the current
fiscal year, the College liquidated a privately held stock holding
for $1.5 million compared to a value of $308,000 recorded at the
end of FY2006.

The College borrowed $1.5 million through a revenue anticipation
note in FY2006, which was privately placed with a local bank.  The
note will need to be reissued annually and presents some risk
should the College not be able to find a buyer for the bonds.
Future capital plans are limited, although the College is in the
early stages of considering the construction of a residence hall
which would likely be funded with a combination of gifts and debt.
The project would not be expected to exceed $2 to $3 million.

Outlook:

The stable outlook is driven by Moody's comfort with improved
management oversight of the budget and a trend of growing net
tuition revenue that should help to sustain adequate debt service
coverage and modest improvements in liquidity over time.

However, the College remains highly vulnerable to unexpected
downturns in enrollment or investment performance.

What could change the rating -- up

Significant increases in liquidity, with demonstrated stability of
enrollment trends.

What could change the rating -- down

Failure to generate balanced operating performance or significant
increase in leverage.

Key data and ratios:

   -- Total Enrollment: 1,189 full time equivalent students
   -- Total Direct Debt: $7.9 million
   -- Expendable Resources to Debt: 0.03x
   -- Expendable Resources to Operations: 0.01x
   -- Three-Year Average Operating Margin: 2.3 %
   -- Operating Cash Flow Margin: 11.6%


NVIDIA CORP: Agrees To Buy Acceleware Corp. for $2.9 Million
------------------------------------------------------------
Acceleware Corp. has signed an agreement to complete a
non-brokered private placement of 4,500,000 units to NVIDIA Corp.
at a price of $0.65 per Unit for aggregate gross proceeds of
$2,925,000.

The price per Unit represents a 20% discount from Market Price on
Jan. 11, 2007, which was reserved with the TSX Venture Exchange on
Jan. 12, 2007.  Each Unit consists of one common share and one-
half of one common share-purchase warrant.  Each whole Warrant is
exercisable into one Common Share at a price of $1.29 per Common
Share for a period of 24 months from the issuance of the Warrants.
The completion of the private placement is subject to TSX Venture
Exchange approval.

The net proceeds from the Offering will be used for the marketing,
sales, and ongoing development of acceleration products for
electromagnetic simulation and seismic data processing markets, as
well as capital equipment, facilities, and working capital.

"We're delighted to make this strategic investment in Acceleware.
The investment reflects our ongoing commitment and enthusiasm
toward the ecosystem of high performance computing based on GPU
technologies," said Jeff Herbst, Vice President of Business
Development at NVIDIA.  "We have the highest regard for Acceleware
and its management team, and believe they will quickly emerge as
leaders in the GPU Computing revolution."

"We've been collaborating with NVIDIA for over two years on the
deployment of GPUs to accelerate non-graphics software
applications such as cell-phone design, seismic data processing,
printed circuit board design, drug discovery, nanophotonic
communications device design, reservoir simulation, lithography
mask design, and others," said Sean Krakiwsky, CEO of Acceleware.
"NVIDIA's investment in Acceleware is an endorsement of these
efforts and provides us with significant additional funding to
execute our business plan and to capitalize on the rapidly growing
demand for GPU-based computing products."

                     About Acceleware Corp.

Acceleware Corp. (TSX VENTURE: AXE) -- http://www.acceleware.com/
-- develops and markets performance-optimized acceleration
products that significantly reduce the run-times of high-
performance computing applications such as cell-phone design and
seismic data processing.  By leveraging the base processing power
of graphics processing units with proprietary acceleration
software, compute-intensive applications can achieve unparalleled
performance and speed.  Acceleware is developing and selling
products for the electromagnetic, energy, biomedical,
pharmaceuticals, industrial and military markets.

                       About NVIDIA Corp.

Based in Santa Clara, California, NVIDIA Corporation --
http://www.nvidia.com/-- is a manufacturer of programmable
graphics processor technologies.  The company creates innovative,
industry-changing products for computing, consumer electronics and
mobile devices.  NVIDIA has annual revenues of over $2.5 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Standard & Poor's Ratings Services removed its ratings on Santa
Clara, California-based Nvidia Corp. from CreditWatch, where they
were placed with negative implications on Aug. 15, 2006.  The
corporate credit rating was affirmed at 'BB-'.  The outlook is
stable.


ORECK CORP: Moody's Cuts Corporate Family Rating to B2 From B1
--------------------------------------------------------------
Moody's Investors Service lowered Oreck Corporation's corporate
family rating from B1 to B2 as well as its Probability of Default
Rating from B2 to B3.

The ratings remain under review for a possible further downgrade.

The rating downgrade reflects the adverse financial impact to
Oreck of recent operational challenges arising from ongoing
disruptions to the company's manufacturing, distribution and call
center operations and weaker response to recent direct marketing
efforts.

The company's headquarters and manufacturing facilities were in
areas significantly affected by Hurricane Katrina and while the
company was able to promptly restore operations and resolve
insurance claims, ongoing operational challenges have proved more
complicated and costly than initially anticipated.

The rating remains under review for a possible further downgrade,
as recent weaker than anticipated performance may result in the
company being in breach of financial covenants, and if there is a
breach and adequate arrangements are not taken to preserve
liquidity, the ratings could be lowered further.  In the event the
company is able to maintain its liquidity in a satisfactory
manner, and there are no other adverse developments, Moody's would
expect to confirm the B2 corporate family rating with a stable
outlook.

These ratings were downgraded:

   -- Corporate Family Rating lowered to B2 from B1

   -- Probability of Default Rating lowered to B3 from B2.

   -- 1st lien Bank Facility: lowered to B2 from B1, LGD3, 31%
      from LGD2, 29%

Oreck Corporation, based in New Orleans, is a leading manufacturer
and marketer of premium priced vacuum cleaners and air purifiers.


PAETEC COMMS: Moody's Holds B2 Corp. Family Rating & Will Remove
----------------------------------------------------------------
Moody's Investors Service has affirmed PAETEC Holding Corp's B2
corporate family rating following the changes in the proposed
financing which PAETEC.

PAETEC plans to upsize its 1st lien term loan facility by
$175 million to $800 million to replace the previously
contemplated $175 million 2nd lien term loan facility.

As a result, Moody's has downgraded PAETEC's proposed $50 million
revolving credit facility and $800 million 1st lien secured term
loan to B2, and has withdrawn the prospective Caa1 rating of the
$175 million second lien secured term loan.  The 1st lien debt
will represent the single class of debt in capital structure, and
is therefore not notched with respect to the corporate family
rating.

On Jan. 16, 2007, Moody's had assigned a B1 rating to the
company's proposed 1st lien facilities and a Caa1 rating to the
2nd lien term loan.

Moody's has taken these rating actions:

   * PAETEC Holding Corp.

      -- Corporate Family Rating, Affirmed B2

      -- Probability of Default Rating, Downgraded to B3 from B2

      -- Senior Secured Revolving Credit Facility, Downgraded to
         B2, LGD3, 34%, from B1, LGD3, 40%

      -- 1st Lien Senior Secured Term Loan, Downgraded to B2,
         LGD3, 34%, from B1, LGD3, 40%

      -- 2nd Lien Senior Secured Term Loan, Ratings withdrawn

The outlook is stable

   * Paetec Communications, Inc.

      -- Corporate Family Rating -- Affirmed B2 to be withdrawn

      -- Senior Secured Revolving Credit Facility, Affirmed B1 to
         be withdrawn

      -- 1st Lien Senior Secured Term Loan, Affirmed B1 to be
         withdrawn

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

   * US LEC Corp.

      -- Corporate Family Rating Affirmed Caa1 to be withdrawn

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

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


PAETEC HOLDING: S&P Holds B Rating on Proposed $800 Mil. Sr. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan
rating and '5' recovery rating on PAETEC Holding Corp.'s proposed
$800 million senior secured first-lien term loan, which was
increased from $625 million, and its $50 million senior
secured first-lien revolving credit.

"The 'CCC+' bank loan rating and '5' recovery rating on the
company's $175 million senior secured second-lien term loan were
withdrawn because the loan is being removed from PAETEC's proposed
financing plans," said Standard & Poor's credit analyst Allyn
Arden.

All other ratings, including the 'B' corporate credit rating on
Fairport, New York-based PAETEC Holding, were affirmed; the
outlook is stable.  As part of the transaction, which is expected
to close imminently, debt at the merging entities Paetec Corp. and
US LEC Corp. will be fully repaid and ratings on these entities
will be withdrawn at that time.

The '5' recovery rating for the senior secured first-lien term
loan and revolver indicates negligible recovery of principal in
the event of payment default or bankruptcy.  PAETEC Holding's debt
will be about $875 million on an operating lease-adjusted
basis.

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

The ratings on PAETEC Holding reflect a vulnerable business risk
profile stemming from significant competition from larger, better-
capitalized regional Bell operating companies and other
competitive local exchange carriers, integration risks, the lack
of any sustainable competitive advantages, low barriers to entry,
and a highly leveraged financial profile.

PAETEC competes with Verizon Communications Inc. and AT&T Inc. for
midsize and large business customers.  These customers generate
average monthly recurring revenue of about $1,800 to $1,900 each,
considerably higher than other rated CLECs.

Additionally, PAETEC will be challenged to successfully integrate
the two companies while maintaining its customer base as
competition increases in its markets.  Tempering factors include
reasonable prospects for solid discretionary cash flow generation,
the potential for meaningful operating and capital expenditure
synergies as a result of the merger, long average contract
durations and low churn, and geographic diversity.


PARMALAT SPA: Opens Door to Settlement Negotiations
---------------------------------------------------
Parmalat S.p.A. disclosed that, in relation to the press release
published on Nov. 22, 2006, concerning the stay of discovery
through Dec. 31, 2006, for all Parmalat related proceedings
before Hon. Lewis A. Kaplan of the U.S. Southern District of New
York, the company has not requested an extension of the stay and
it has no knowledge that any parties involved in Multi District
Litigation have sought a further stay.

Discovery resumed as of Jan. 1, 2007.

In any case, Parmalat proceeds with actions for settlement
negotiations.

                          About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represent the Debtors.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  The U.S. Debtors emerged from bankruptcy on April 13,
2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court has declared the units insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat SpA.  The Finance Companies are
under separate winding up petitions before the Grand Court of
the Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.

(Parmalat Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PARMALAT SPA: Court Moves Permanent Injunction Hearing to Feb. 27
-----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing to
consider entry of a permanent injunction in the Foreign Debtors'
Section 304 cases until Feb. 27, 2007.

In the interim, the preliminary injunction is extended until
March 2, 2007.  All persons subject to the jurisdiction of the
U.S. court are enjoined and restrained from engaging in any
action against the Foreign Debtors without obtaining permission
from the Bankruptcy Court.

The Civil and Criminal Court of Parma, in Italy, will continue
to have exclusive jurisdiction to hear and determine any suit,
action, claim or proceeding, other than an enforcement action
initiated by the U.S. Securities and Exchange Commission, and to
settle all disputes, which may arise out of

   -- the construction or interpretations of the Foreign
      Debtors' restructuring plan approved by the Italian Court;
      or

   -- any action taken or omitted to be taken by any person or
      entity in connection with the administration of the
      Italian Plan.

In a TCR-Europe report on Sept. 8, 2006, five creditors and
parties-in-interest filed with the U.S. Court their objections
to Dr. Enrico Bondi's request for a permanent injunction order
in Parmalat's ancillary proceedings.

Dr. Bondi is the authorized foreign representative of Parmalat
Finanziaria S.p.A. and certain of its affiliates.

In his request, Dr. Bondi filed with the Court a proposed
permanent injunction order pursuant to Section 304 of the
Bankruptcy Code.  Dr. Bondi also submitted with the Court a
memorandum of law supporting his permanent injunction request.

A full-text copy of the proposed Permanent Injunction Order is
available for free at http://researcharchives.com/t/s?e22

Creditors BankBoston, N.A., FleetBoston Financial, Bank of
America Corp., Bank of America National Trust & Savings
Association, Banc of America Securities, LLC, and Bank of
America, N.A., told the Court that the proposed Permanent
Injunction Order cannot be approved because it would constitute
an inappropriate anti-foreign suit injunction.

BofA, et al. also argued that the Foreign Debtors' request for
extra-territorial application of the Permanent Injunction would
unduly limit the ability of domestic and foreign creditors to
pursue all appropriate remedies outside of the United States in
accordance with applicable foreign law.

The Pension Benefit Guaranty Corp., which provides termination
insurance for all of the Debtors' Pension Plans, said the
proposed Permanent Injunction Order contains illegal discharges,
releases, exculpations and injunctions.

The PBGC said it was willing to withdraw its objections if the
proposed Permanent Injunction Order clarifies that:

   -- no provisions of or proceeding within the Foreign Debtors'
      reorganization cases in Italy and the Section 304 cases
      before the U.S. Bankruptcy Court will in any way be
      construed as discharging, releasing, limiting or relieving
      the Foreign Debtors, or any other party from any liability
      with respect to the Pension Plans or any other defined
      benefit pension plan; and

   -- the PBGC and the Pension Plans will not be enjoined or
      precluded from enforcing liability resulting from any of
      the provisions of the Foreign Debtors' restructuring plan
      approved by the Italian court, or the entry of a Permanent
      Injunction Order.

Grant Thornton International does not want the Permanent
Injunction to apply to it in any manner in the conduct of:

   -- a securities fraud class action pending before the U.S.
      District Court for the Southern District of New York;

   -- three actions initiated by Dr. Bondi against banks and
      accounting firms; and

   -- actions commenced by the trustees of the U.S. Debtors and
      two liquidators of Parmalat SpA's Cayman Islands
      affiliates.

Grant Thornton is a defendant in those actions.

On behalf of Israel Discount Bank of New York, Bruce S. Nathan,
Esq., at Lowenstein Sandler PC, in New York, argued that in
seeking entry of a permanent injunction order, the Foreign
Debtors must demonstrate that claimholders in the Italian
proceedings are receiving "just treatment" and not experiencing
"prejudice and inconvenience" in the claims administration
process.  The Foreign Debtors cannot meet this burden as to IDB,
Mr. Nathan says.

IDB's claims arise from promissory notes totaling US$6,000,000
in principal plus interest, guaranteed by Parmalat S.p.A.

Hermes Focus Asset Management Europe, Ltd.; Cattolica
Partecipazioni, S.p.A.; Capital & Finance Asset Management S.A.;
Societe Monderne des Terrassements Parisiens; and Solarat -- the
lead plaintiffs in a securities class action -- want the
proposed Permanent Injunction Order modified to clarify that it
does not impact their rights to pursue claims against
Reorganized Parmalat.

                          About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represent the Debtors.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  The U.S. Debtors emerged from bankruptcy on April 13,
2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat S.p.A.

The Finance Companies are under separate winding up petitions
before the Grand Court of the Cayman Islands.  Gordon I. MacRae
and James Cleaver of Kroll (Cayman) Ltd. serve as Joint
Provisional Liquidators in the cases.

On Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey,
Gordon, Herlands Randolph, represent the Finance Companies in
the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.

(Parmalat Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


POINT NORTH: Receives Various Proposals for Different Assets
------------------------------------------------------------
Point North Energy Ltd. has provided an update as to the status of
its Companies' Creditors Arrangement Act process.

As of Jan. 26, 2007, as the result of a lengthy and comprehensive
marketing process, the company has received offers on all of its
properties including Ft. Liard, Northwest Territories.

The company was unable to find a purchaser for the entire asset
base, and consequently, offers have been accepted on various
parcels of assets.  These potential purchases are at different
stages in the sales process.

At this time, subject to monitor, regulatory and court approval,
the company has offers totaling approximately $4.5 million for its
producing and non-producing assets.

The company has also received a $2.4 million offer, subject to
monitor, regulatory and court approval, to take over its office
lease.

Creditors are cautioned that the majority of the funds recovered
from the company's potential asset sales are subject to
significant contingencies, including Court approval.

The remaining assets of Point North, including the corporate shell
and frontier seismic data library, are unlikely to generate the
funds required to pay in full the outstanding claims against the
company under the CCAA process.

The company presently anticipates that any plan of restructuring
or liquidation will result in no return for holders of common
shares of the company.

Accordingly, the company urges that the appropriate caution be
exercised with respect to existing and future investments in these
securities as their value and prospects are highly speculative.

As of Jan. 26, 2007, Point North received claims totaling
$34 million under the CCAA process.  The company has accepted
$15.4 million and is currently reviewing an additional
$12.6 million in claims.  Efforts are being made to resolve these
disputed claims in a timely and fair manner.

                         About Point North

Point North Energy Limited (TSX: PNY) is a major participant in
the exploration and development of the natural gas potential of
the Fort Liard, Northwest Territories.  Point North is the
successor company to Purcell Energy Ltd.  It was created as the
result of a Plan of Arrangement that closed on Nov. 2, 2005.

On Sept. 27, 2006, the Court of Queen's Bench of Alberta granted
an initial order to Point North under the Companies' Creditors
Arrangement Act.


PORT TOWNSEND: Bankruptcy Filing Cues S&P's Default Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Port Townsend, Washington-based Port
Townsend Paper Corp. to 'D' from 'CCC'.

"The rating action followed Port Townsend's announcement that PT
Holdings Co. Inc., the parent company of Port Townsend, and its
U.S. affiliates filed for voluntary protection under Chapter 11 of
the U.S. Bankruptcy Code," said Standard & Poor's credit analyst
Pamela Rice.

The company, which manufactures packaging products, has
experienced higher costs of sales from both increased energy and
fiber prices, as well as a series of operational problems at its
U.S. mill that substantially affected EBITDA--which was negative
for the quarter--and cash flows.  Port Townsend had about
$150 million of debt at Sept. 30, 2006.


PT HOLDINGS: Files for Chapter 11 Protection in Washington
----------------------------------------------------------
PT Holdings Company, Inc., the parent company of Port Townsend
Paper Corporation, and its U.S. affiliates have filed for
protection under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court for the Western District of Washington.  The
company's Canadian subsidiaries are not part of the filing.

Through the Chapter 11 cases, the company will seek to implement
an agreement in principle it has reached with members of an ad hoc
committee holding more than 70% in principal amount of the
Company's 11% Senior Secured Notes due 2011 on the terms of a
consensual chapter 11 plan of reorganization.  The agreement in
principle is reflected in a term sheet filed with the Bankruptcy
Court in connection with the Chapter 11 cases.

The Term Sheet provides that holders of the Senior Secured Notes
would receive, on a pro rata basis, in exchange for their allowed
secured claims against the company (inclusive of principal and
interest accrued through the petition date of the Chapter 11
cases):

   (i) newly issued notes in a principal amount not to exceed
       $75 million and

  (ii) 100% of the newly issued shares of common stock of
       reorganized PTPC, subject to dilution on account of the
       Management Equity Plan and warrants provided to existing
       holders of common equity to purchase 5.25% of the new
       common stock with a strike price equivalent to a
       $170 million total enterprise value.

Upon emergence from Chapter 11, in accordance with the Term Sheet,
the company anticipates that it will have less than $100 million
of funded indebtedness, representing a reduction of at least
$50 million from 2006 year-end.  Additional terms and conditions
of the reorganization will be outlined in a disclosure statement
which will be sent to holders entitled to vote on the plan of
reorganization after it is approved by the Bankruptcy Court.

"The balance sheet restructuring will significantly enhance our
financial strength and operational flexibility, which will benefit
all of our stakeholders," Port Townsend Paper Corporation
President and Chief Executive Officer John Begley stated.  "We
expect to improve our short- and long-term liquidity, allowing us
to better serve our customers, to meet our debt service and
working capital requirements and to fund capital expenditures for
new programs."

                        About PT Holdings

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--  
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.


PT HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: PT Holdings Company, Inc.
             aka PTPC Acquisition Co., Inc.
             100 Paper Mill Hill Road
             P.O. Box 3170
             Port Townsend, WA 98368

Bankruptcy Case No.: 07-10340

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      PTPC Packaging Co. Inc.                    07-10341
      Port Townsend Paper Corporation            07-10342

Type of Business: The Debtors manufactures unbleached Kraft
                  pulp, Kraft paper, lightweight linerboard,
                  gumming Kraft, laminating kraft, and
                  counter rolls. See http://www.ptpc.com/

Chapter 11 Petition Date: January 29, 2007

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtors' Counsel: Gayle E. Bush, Esq.
                  Katriana L. Samiljan, Esq.
                  Bush Strout & Kornfeld
                  601 Union St., Suite 5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Port Townsend Paper Corporation's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim     Claim Amount
   ------                     ---------------     ------------
Merrill & Ring Inc.           Trade Debt              $833,705
P.O. Box 1058
Port Angeles, WA 98362
Tel: (360) 452-2367
Fax: (360) 452-2015
Contact: Rod Quesnel

Allen Logging                 Trade Debt              $747,787
176462 Hwy. 101
Forks, WA 98332
Tel: (360) 374-6000
Fax: (360) 374-9256
Contact: Lloyd Allen

Metro Waste Paper Recovery    Trade Debt              $697,402
Inc.
66 Shorncliffe Road
Toronto, ON M8Z 5K1 Canada
Tel: (604) 580-3070
Fax: (604) 522-6714
Contact: Ken Rasmussen

Mary's River Cedar            Trade Debt              $549,700
P.O. Box 569
Montesano, WA 98563
Tel: (360) 249-5907
Fax: (360) 249-2227
Contact: Gary Westerkamp

PriceWaterHouseCoopers LLP    Auditor                 $415,271
1420 Fifth Avenue, Ste. 1900
Seattle, WA 98101
Tel: (206) 398-3151
Fax: (206) 398-3100
Contact: Kevin Bouchillon

Portac, Inc.                  Trade Debt              $383,277
4215 SR 509 N Frontage Road
Tacoma, WA 98421
Tel: (253) 922-9900
Fax: (253) 587-6065
Contact: Gary Takahashi

Gear Tech Mechanical, LLC     Trade Debt              $373,426
1121 Columbia Blvd.
Longview, WA 98632
Tel: (360) 577-9178
Fax: (360) 577-8642
Contact: Jim Rhodes

Waste Mgmt./Recycle America   Trade Debt              $354,024
P.O. Box 73356
Chicago, IL 60673
Tel: (206) 505-9030
Fax: (206) 767-0271
Contact: Heidi Zimmerman

Kemira Chemicals, Inc.        Trade Debt              $303,206
2801 SE Columbia Way
Suite 130
Vancouver, WA 98661
Tel: (800) 727-2215
Fax: (360) 694-9830
Contact: Carol Lambrecht

Dunlap Towing Co.             Trade Debt              $300,825
P.O. Box 593
Laconner, WA 98257
Tel: (360) 466-6007
Fax: (360) 466-3116

NPE Inc.                      Freight                 $295,784
P.O. Box 4500
Unit 34
Portland, OR 97208

ConocoPhillips Company        Trade Debt              $279,204
1495 NW Gilman Blvd.
Issaquah, WA 98027
Tel: (425) 369-2072
Fax: (425) 369-8897
Contact: Doug Lennon

Evergreen Fiber, Inc.         Trade Debt              $246,615

Tolko Industries Ltd/Nicola   Trade Debt              $231,056
Valley

Parrish Trucking Inc.         Freight                 $216,267

Greencrow                     Trade Debt              $212,646

Hermann Brothers Logging      Trade Debt              $212,539

Swift Transportation Co Inc.  Freight                 $202,478

EQUA-CHLOR                    Trade Debt              $199,320

Pacific Terminals             Freight                 $181,883


QUEBECOR MEDIA: DBRS Affirms B (high) Senior Notes Rating
---------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Quebecor
Media Inc. at BB (low) and B (high) for its secured bank debt and
senior notes, respectively.  The trends are Stable.

DBRS also confirmed the ratings of Videotron Ltee at BB, and
changed the trend to Positive from Stable, and Sun Media
Corporation at BB with a Stable trend.

QMI's ratings continue to be supported by its major operating
subsidiaries, Videotron and Sun Media, which continue to perform
solidly.

DBRS notes that while Sun Media has generally been the major
source of income for QMI in the past, Videotron now consistently
pays a dividend that is more in-line with its proportion of QMI's
consolidated cash flow from operations.

DBRS does note that the dividend from Videotron, in addition to
its higher capex levels, has put Videotron into a negative free
cash flow position.  This, in addition to higher capex levels
expected in 2007, is expected to require higher debt levels at
Videotron.

However, this should be mitigated in 2008 as capex levels are
reduced and as Videotron continues to benefit from strong EBITDA
growth as it further increases the penetration of its cable,
Internet and telephone services.

DBRS notes that the dividends from Videotron and Sun Media
continue to support QMI's cash requirements that DBRS has
estimated total roughly $250 million on an annual basis.  While
QMI has more than doubled its dividend to its parents over the
past three years to $100 million for 2006, DBRS expects dividend
growth to moderate going forward with growth more in-line with the
group's cash flow from operations.

Furthermore, DBRS does not expect the recent suspension of the
Quebecor World Inc. dividend to indirectly impact QMI as Quebecor
World Inc.'s dividend is expected to remain stable and relatively
modest at roughly $12 million per year.

DBRS notes that QMI also continues to have good liquidity with
$100 million in an undrawn revolver, and a manageable debt
maturity schedule with no principal maturities and only modest
repayments of its credit facilities over the next three years.
Furthermore, the Company has benefited from its refinancing in
early 2006 that significantly reduced its average interest costs

Overall, DBRS believes that QMI can maintain its ratings based on
the ongoing support of its strong and well-diversified operating
subsidiaries.  However, DBRS does caution that should competition
intensify and cause pressure on Videotron and Sun Media's
operations, this would likely indirectly cause pressure on
QMI's credit profile and, therefore, its ratings.


RECKSON ASSOC: Moody's Reviews Ba1 Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded Reckson's ratings to Ba1 from
Baa3.  This rating action comes after the acquisition completion
by SL Green Realty Corp. of Reckson Associates Realty Corp.

The ratings remain under review for possible downgrade.

Moody's said Reckson's bondholders are in a weaker position post-
closing because the transaction results in greater leverage and
asset concentration.

Moody's does not expect near-term changes in SL Green's current
capital strategy which utilizes high levels of secured debt, total
effective leverage and joint venture funding.  Reckson's ratings
were downgraded as a result of the geographic, asset and tenant
concentrations within the combined portfolio.

Moody's continued review reflects our need to evaluate the quality
of the unencumbered assets and cash flow left supporting the bonds
once a final legal structure of the combined entity and its long-
term strategic capital structure are known.

A conclusion of the review and return to stable outlook would be
based on the Reckson L.P. being folded into SL Green with the
combined entity's secured debt less than 25% and total effective
leverage less than 55%.  Should the Reckson L.P. become a wholly
owned subsidiary, resulting in structural subordination of the
Reckson bonds, the ratings could be further downgraded.

These ratings were downgraded:

   * Reckson Operating Partnership, L.P.

      -- Senior unsecured debt to Ba1 from Baa3.

These ratings were downgraded and withdrawn:

   * Reckson Associates Realty Corporation

      -- Preferred stock shelf to Ba2 from Ba1;

   * Reckson Operating Partnership, L.P.

      -- senior debt shelf to Ba1 from Baa3.

SL Green Realty Corporation is a real estate investment trust that
predominately acquires, owns, repositions and manages a portfolio
of Manhattan office properties.  As of Sept. 30, 2006, the REIT
owned 27 office properties totaling 18.4 million square feet.


SELECT MEDICAL: HealthSouth Deal Prompts Moody's Ratings Review
---------------------------------------------------------------
Moody's placed the ratings of Select Medical Holdings Corp.
including the B1 Corporate Family Rating, on review for possible
downgrade following the disclosure that the company would acquire
the outpatient rehabilitation business of HealthSouth Corporation
for $245 million.

Moody's review will focus on the extent to which an increase in
debt reduces Select Medical's financial flexibility in a period in
which the company is still absorbing changes in its long-term
acute care hospital business.

The proposed transaction would reduce the company's reliance on
LTACH Medicare reimbursement; however, Moody's will consider
whether that diversification will be able to offset declines in
the LTACH business.  The growth of Select Medical's LTACH business
has slowed considerably and margins have deteriorated due to
significant changes in Medicare reimbursement for those services.

The company is also in the midst of transitions to be in
compliance with the LTACH admission criteria that limit referrals
from host hospitals.  Reimbursement for the LTACH sector is also
poised for additional cuts, although not as drastic as last year,
based on the recently released proposal for the 2008 rate year.

These ratings have been placed under review for possible
downgrade:

   * Select Medical Holdings Corporation

      -- Senior unsecured floating rate notes due 2015, B3,
         LGD6, 90%

      -- Corporate Family Rating, B1

      -- Probability of Default Rating, B1

      -- Speculative Grade Liquidity Rating, SGL-2

   * Select Medical Corporation

      -- Senior secured revolving credit facility, Ba1, LGD2,
         19%

      -- Senior secured term loan, Ba1, LGD2, 19%

      -- 7.625% Senior subordinated notes due 2015, B2, LGD4,
         67%

HealthSouth's outpatient rehabilitation division is a network of
approximately 600 facilities, located in 35 states and the
District of Columbia, that provide high quality rehabilitative
care for general orthopedic and sports injuries and conditions, as
well as work-related injuries.

Select Medical is a leading operator of specialty hospitals and
outpatient rehabilitation in the United States.  Select Medical
had revenue of approximately $1.8 billion for the twelve months
ended Sept. 30, 2006.


SHERWOOD III: Moody's Rates $7 Million Class C Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Sherwood III ABS CDO, Ltd.:

   -- Aaa to $273,000,000 Class A1SA Variable Funding Senior
      Secured Floating Rate Notes Due 2047;

   -- Aaa to $50,000,000 Class A1SB Variable Funding Senior
      Secured Floating Rate Notes Due 2047;

   -- Aaa to $59,000,000 Class A1J Senior Secured Floating Rate
      Notes Due 2047;

   -- Aa2 to $51,000,000 Class A2 Senior Secured Floating Rate
      Notes Due 2047;

   -- A2 to $18,000,000 Class A3 Secured Deferrable Interest
      Floating Rate Notes Due 2047;

   -- Baa2 to $24,000,000 Class B Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047 and

   -- Ba2 to $7,000,000 Class C Mezzanine Secured Deferrable
      Interest 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 RMBS Securities, CMBS
Securities and Other Asset-Backed Securities and Synthetic
Securities due to defaults, the transaction's legal structure and
the characteristics of the underlying assets.

Church Tavern Advisors, LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


STRUCTURED ADJUSTABLE: Fitch Holds Low-B Ratings on Six Classes
---------------------------------------------------------------
Fitch Ratings has upgraded 6 and affirmed 26 classes of Structured
Adjustable Rate Mortgage Loan Trust residential mortgage-backed
certificates, as:

Series 2004-8

   -- Class A affirmed at 'AAA'.

Series 2004-13

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

Series 2004-17

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA+';
   -- Class B2 affirmed at 'AA';
   -- Class B3 upgraded to 'AA-' from 'A+';
   -- Class B4 upgraded to 'A+' from 'A';
   -- Classes B5, BX upgraded to 'BBB+' from 'BBB';
   -- Class B6 affirmed at 'BB'; and,
   -- Class B7 affirmed at 'B'.

Series 2005-22 Group 1

   -- Classes 1A, 2A, 3A affirmed at 'AAA';
   -- Class B4-1 affirmed at 'BBB';
   -- Class B5-1 affirmed at 'BBB-'; and,
   -- Class B6-1 affirmed at 'BB'.

Series 2005-22 Group 2

   -- Classes 4A, 5A affirmed at 'AAA';
   -- Class B3-2 affirmed at 'BBB';
   -- Class B4-2 affirmed at 'BBB-'; and,
   -- Class B5-2 affirmed at 'BB'.

Series 2005-23 Group 1

   -- Classes 1A, 2A affirmed at 'AAA'.

Series 2005-23 Group 2

   -- Classes 3A, 4A affirmed at 'AAA'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $2.83 billion of outstanding
certificates.  The affirmed classes detailed above have
experienced small to moderate growth in CE since closing.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect $15.10 million of outstanding
certificates.  The CE level for the upgraded classes have grown 2
to 3x their original CE level since closing.

The pools are seasoned from a range of only 12 to 30 months.  The
pool factors range from 18% to 89%.

The mortgage loans were originated by various banks and other
mortgage lending institutions.  The largest percentage of
originations were those made by Aurora Loan Services Inc.  The
mortgage loans were acquired by Lehman Brothers Holdings Inc.  The
transactions consists of adjustable rate, conventional, fully
amortizing mortgage loans, substantially all of which have
original terms to stated maturity of 30 years, except for series
2004-8 which consists of fixed interest rate for the first 3, 5,
or 7 years from the date of origination, after which the rate
adjusts semi-annually or annually.  The mortgage loans are master
serviced by Aurora Loan Services, Inc., which is rated 'RMS1-' by
Fitch.


STRUCTURED ASSET: Fitch Holds Junk Rating on Class B5 Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed 38 and downgraded one class of
Structured Asset Securities Corp. residential mortgage-backed
certificates, as:

Series 2003-7H

   -- Class A affirmed at 'AAA';
   -- Classes B1-F, B1-III affirmed at 'AA';
   -- Classes B2-F, B2-III affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 downgraded to 'B' from 'BB'; and,
   -- Class B5 remains at 'CC/DR5'.

Series 2003-23H

   -- Class A affirmed at 'AAA';
   -- Classes 1B1, 2B1 affirmed at 'AA';
   -- Classes 1B2, 2B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2003-33H

   -- Class A affirmed at 'AAA';
   -- Classes 1B1, 2B1 affirmed at 'AA';
   -- Classes 1B2, 2B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2004-5H

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

Series 2004-12H

   -- Class A affirmed at 'AAA';
   -- Classes 1B1, 2B1 affirmed at 'AA';
   -- Classes 1B2, 2B2 affirmed at 'A';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BB'; and,
   -- Class B5 affirmed at 'B'.

Series 2004-18H

   -- Class A affirmed at 'AAA'.

Series 2004-20

   -- Class A affirmed at 'AAA'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $1.10 billion of certificates.  The
negative rating action taken on series 2003-7H class B4 affects
$299,296 of outstanding certificates and is the result of
cumulative pool losses and high delinquency levels.

Jan. 25, 2007 remittance information indicates that 2.28% of the
pool is currently over 90 days delinquent and cumulative losses
are 0.07% of the original pool balance.  Realized losses have
averaged $12,450 a month over the past six months.  Class B4
currently has 0.31% of credit support remaining.  Even though the
CE has increased as a percentage of the original pool balance,
class B4 only has $234,195 of remaining CE.

The pools are seasoned from a range of 27 to 47 months.  The pool
factors range from approximately 22% to 70%.  The collateral
consists of fixed-rate, conventional, fully amortizing first lien
residential mortgage loans.

The mortgage loans for series designated with an 'H' have a
weighted average original loan to value ratio in excess of 101%
and generally are partially covered by primary mortgage insurance
polices issued by either United Guaranty Corporation or Mortgage
Guaranty Insurance Corporation.  The mortgage loans are master
serviced by Aurora Loan Services, Inc., which is rated 'RMS1-' by
Fitch.

Series 2004-20 mortgage loans were originated or acquired by
various originators or their correspondents in accordance with
such originator's respective underwriting standards and
guidelines.  The mortgage loans are master serviced by
CitiMortgage, Inc., which is rated 'RMS1' by Fitch.


SUN MEDIA: DBRS Holds Senior Unsecured Notes' Rating at BB
----------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of Sun Media
Corporation's Senior Unsecured Notes at BB.  The trend is Stable.

DBRS also confirmed the ratings of Videotron Ltee at BB, and
changed the trend to Positive from Stable, and the parent of both
companies, Quebecor Media Inc., at BB (low)/B (high).  The trends
on QMI are Stable.

DBRS notes that Sun Media has experienced EBITDA pressure in 2006
as a result of advertising and circulation revenue weakness at
some of its daily urban newspapers and resulting from its launch
of free dailies into more markets.

However, DBRS expects that these pressures will subside in 2007
and along with the completion of new printing presses in Toronto
and Montreal will result in stabilized EBITDA in 2007, albeit
below historical levels.  DBRS believes that the Company has
alleviated the impacts of competitive-driven circulation erosion
at The Toronto Sun and Le Journal de Montreal.

Furthermore, with the expected completion of the upgrade of its
printing plants in these locations Sun Media will be able to
operate its production lines more efficiently in addition to
giving it the ability to increase its advertising rates as a
result of expanded printing capabilities.

Overall, DBRS notes that Sun Media continues to benefit from
increased advertising rates in the majority of its urban markets
which more than offset the ongoing impact of subscriber erosion.
Additionally, the company's papers in its western markets continue
to experience strong advertising growth due to robust economies in
western Canada, particularly in Alberta.  As a result of all of
these factors, DBRS expects EBITDA in 2008 to approach more normal
levels of around $220 million.

Sun Media's financial risk profile remains reasonable with debt
levels expected to end 2006 roughly flat in the $630 million to
$640 million range with good free cash flow generation of more
than $100 million.  While DBRS notes that Sun Media continues to
pay a sizable dividend to its parent, QMI, the recent refinancing
at QMI has moderately reduced QMI's funding needs, which should
indirectly reduce the pressure on Sun Media, Videotron and other
QMI operating companies.

Additionally, assuming that dividends are held stable at current
levels of roughly $150 million, Sun Media is expected to continue
to generate a free cash flow deficit of between $50 million and
$60 million in both 2006 and 2007.  DBRS expects the company to
continue to fund these deficits with cash tax savings that it
continues to derive from tax loss sharing arrangements with QMI.
While the company's key credit ratios are expected to experience
further modest pressure in 2006, DBRS expects that these ratios
will stabilize in 2007 and continue to remain reasonable for its
rating.

Overall, DBRS believes that Sun Media can maintain its rating
while it stabilizes its operations in Toronto and Montreal and
maintains a stable financial risk profile.  However, should this
pressure on its operations remain ongoing and dividends increase
significantly causing further pressure on Sun Media's overall risk
profile, DBRS would consider negative rating action.


SUPERIOR WHOLESALE: S&P Rates $16.1 Million Class D Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Superior Wholesale Inventory Financing Trust
2007-AE-1's $1.401 billion floating-rate asset-backed term
notes series 2007-A.

The preliminary ratings are based on information as of
Jan. 29, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- The credit enhancement that is available to absorb losses
      at the assigned rating levels;

   -- The transaction structure, which incorporates certain
      amortization events, interest and principal allocation
      waterfalls, and portfolio concentration thresholds that
      help mitigate investor exposure to losses;

   -- The basis swaps, which mitigate basis risk and maintain a
      set amount of excess spread in the deal;

   -- The underwriting and servicing capabilities of GMAC LLC;
      and,

   -- The sound legal structure.

The preliminary ratings address the timely payment of interest and
the ultimate payment of principal by the legal final payment date,
but do not address the likelihood that the notes will be repaid on
the expected final payment date (January 2010).

                   Preliminary Ratings Assigned

      Superior Wholesale Inventory Financing Trust 2007-AE-1

         Class               Rating        Amount (mil.)
         -----               ------        -------------
         A                   AAA              $823.6
         A-RN                AAA              $400.0
         B                   A                $112.7
         C                   BBB               $48.3
         D                   BB                $16.1
         Certificates        NR               $209.3

                        NR -- Not rated


TESORO CORP: Moody's Affirms Corporate Family Rating at Ba1
-----------------------------------------------------------
Moody's Investors Service affirmed Tesoro Corporation's Ba1
Corporate Family rating, Ba1, LGD4, 57% senior unsecured note
ratings, Baa1, LGD2, 10% senior secured bank revolver rating, and
Ba1 Probability of Default rating.

Moody's has changed the rating outlook from stable to positive.

These actions follow the company's report of $2.1 billion of
acquisitions, including Shell Oil's very high complexity 100,000
barrels per day Wilmington, California Refinery, approximately 250
of Shell's southern California retail sites, and 140 retail sites
in California, Nevada, and the Southwest from private USA
Petroleum.  TSO plans to fund the acquisition with at least
$700 million of its substantial cash on hand, with the remainder
funded with a suitable mix of secured bank revolver debt and
senior unsecured notes.

The change to a positive rating outlook reflects the acquisitions'
likely resolution of the main operating risk that has been
restraining TSO's ratings and the potential for an upgrade within
12 to 18 months.  While TSO had de-levered substantially and
carries high cash balances after the 2003 through 2007 refining
up-cycle, the dominant ratings restraint has been risk
concentration in its refining portfolio.

While Tesoro holds 6 refineries, its largest refinery generates
well over 50% of EBITDA and its two largest refineries generate
over 75% of EBITDA.  Golden Eagle experienced significant
unscheduled downtime over the years though this has been
improving.  As well, four of Tesoro's refineries are well below
100,000 barrels of daily capacity, are of low complexity, and face
varying degrees of inherent eventual risk of potential niche
erosion.

The acquisition's price per throughput barrel and per complexity
barrel of the acquisition price should consider the additional
substantial regulatory capital spending and spending on process
optimization that had been delayed.

While Moody's believes TSO paid a fair price for the refinery, it
does appear to be a full price.  Additionally, TSO now needs to
demonstrate the sustained run time, light products yield, and unit
cost performance it factored into its acquisition economics.

Nevertheless, the Wilmington refinery acquisition is likely to
move the refining portfolio into the scale, downtime risk
diversification, and process diversification range deemed
supportive of an investment grade rating once TSO demonstrates
sound post-acquisition performance, 2007 margins prove to be
supportive, leverage is reduced substantially and appears likely
to remain at ranges compatible with a higher rating.

At that time, Moody's would also consider the ratings impact of
TSO's ongoing acquisition and funding strategies, the sector
outlook at the time, TSO's record at avoiding unscheduled
downtime, project cost and completion timing for the important
coker conversion project at Golden Eagle, and expected capital
spending burden, stock buyback activity, and scale of ongoing
dividends.

Moody's notes that the acquisition of the high complexity
Wilmington coking refinery moves TSO's consolidated Nelson
Complexity Index up to 9.65 from 8.4 .

Moody's also recognizes that TSO's smaller low complexity
refineries have been sufficiently configured over the years to
perform well on the available crude oil feedstock choices and
refined product requirements of the markets in which they operate.

TSO's Golden Eagle and Wilmington refineries have very large deep
conversion capacity to exploit wide cost differentials between
heavy sour and light sweet crude oil.  Additionally, Golden Eagle
will be able to send its low-end intermediate streams that it has
insufficient capacity upgrade, while the other five refineries are
relatively dependent on more expensive light sweet crude oil. The
Wilmington refinery provides greater exposure to high margin
California gasoline economics and strong Los Angeles Basin
margins.

Overall, Moody's will monitor Tesoro's ratings over the next
12-18 months to see if a move to investment-grade is plausible.  A
ratings upgrade would require lower leverage, sustained
conservative leverage policies, successful integration and
operation of the Wilmington refinery, and on-budget on-time
completion of the important Golden Eagle delayed coker project.
Should free cash flow from operations prove to be insufficient to
reduce debt to levels compatible with a higher rating, it would
likely take a significant equity offering within the monitoring
period to attain an upgrade.

Moody's notes that, given the cyclicality and capital intensity of
the sector, leverage would need to be compatible with expected
cyclical margins.

Tesoro Corporation is headquartered in San Antonio, Texas.


THORNBURG MORTGAGE: Fitch Affirms Ratings on B4 & B5 Cert. Classes
------------------------------------------------------------------
Fitch Ratings has affirmed six classes of Thornburg Mortgage
Securities residential mortgage-backed certificates, series
2004-3:

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

These affirmations reflect credit enhancement consistent with
future loss expectations and affect approximately $648 million of
outstanding certificates.  The classes detailed above have
experienced small to moderate growth in CE since closing and there
have been minimal collateral losses to date.  The pool is seasoned
28 months and the pool factor is approximately 52% outstanding.

The mortgage pool consists of conventional, hybrid and adjustable-
rate, first lien mortgage loans on one- to four-family residential
properties.  Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, is the
master servicer.


U.S. ENERGY: Countryside's Lender Okays $99 Mil. USEB Settlement
----------------------------------------------------------------
Countryside Power Income Fund discloses that its lending syndicate
has approved the previously disclosed settlement agreement among
the Fund's subsidiary, Countryside Canada Power Inc., and U.S.
Energy Biogas Corp. and its parent, U.S. Energy Systems, Inc.

The USEB Settlement Agreement, reached on Jan. 13, 2007, provides,
among other things, for the Lender to have an allowed secured
claim of $99,000,000 in the bankruptcy proceedings of USEB and its
subsidiaries.  The USEB Settlement Agreement has been approved by
the respective company boards and remains subject to the approval
of the U.S. Bankruptcy Court in the Southern District of New York
overseeing USEB's Chapter 11 reorganization case, scheduled for
Feb. 1, 2007.

As of Jan. 25, 2007, the Fund's lending syndicate approved both
the terms of the USEB Settlement Agreement and an extension of the
prior waiver of the cross-default provisions of the credit
agreement to May 31, 2007.  The cross-default provisions were
triggered by both USEB's filing for reorganization and its non-
payment of debt service on Nov. 29, 2006.  The terms of the
current waiver extension and amendment will primarily grant the
Fund immediate access to its credit facility commitment and
permits the Fund, at its sole discretion, to make monthly
distribution payments to unitholders during the waiver period.

In consideration for the waiver extension and amendment, the
Lender will pledge, among other things, its direct ownership
interests and secured note held in Countryside U.S. Holding Corp.,
which is the primary holding company of the Fund's California
cogeneration assets (Ripon Cogeneration LLC).  The closing of the
waiver extension and amendment to the Fund's credit agreement is
expected to occur on or before Jan. 30, 2007.

During the extended waiver period, the Fund will seek a long-term
financing arrangement that reflects the expected monetization of
the USEB secured claim under the USEB Settlement Agreement and
provides the Fund with sufficient credit capacity to meet its
growth commitments, including the full funding of construction of
the new London cogeneration facility scheduled to be completed in
2008.

                       About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Biogas Corp., a subsidiary
of U.S. Energy Systems Corp. (NasdaqCM:USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.

                         About the Fund

Based in London, Ontario, Countryside Power Income Fund
(TSX: COU.UN) -- http://www.countrysidepowerfund.com/-- has
investments in two district energy systems in Canada, with a
combined thermal and electric generation capacity of approximately
122 megawatts, and two gas-fired cogeneration plants in California
with a combined power generation capacity of 94 megawatts.  In
addition, the Fund has an indirect investment in 22 renewable
power and energy projects located in the United States, which
currently have approximately 51 megawatts of electric generation
capacity and sold approximately 710,000 MMBtus of boiler fuel in
2005.  The Fund's investment in the projects consists of loans to,
and a convertible royalty interest in, U.S. Energy Biogas Corp.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2006,
U.S. Energy Biogas Corp.'s delinquent reporting of its financial
statements and its subsequent bankruptcy filing constituted a
default under Countryside Power Income Fund's CDN102 million
Credit Facility with USEB.

Prior to USEB's filing for bankruptcy, the Fund had suggested a
reorganization of USEB's Credit Facility.  USEB, however, chose to
file for chapter 11 protection, asserting, among other things,
that its business is "operationally healthy" and that the "flawed"
Loan impairs its current capital structure.

The Fund is seeking to secure payment of all amounts pursuant to
the agreements governing the USEB Loan.  The Loan default,
if not waived, could prevent the Fund from making distributions to
its unitholders, in whole or in part.


U.S. STEEL: Earns $297 Million in 2006 Fourth Quarter
-----------------------------------------------------
United States Steel Corp. reported fourth quarter 2006 net income
of $297 million, compared to third quarter 2006 net income of
$417 million and fourth quarter 2005 net income of $109 million.

For full-year 2006, U.S. Steel reported net income of
$1,374 million compared to 2005 net income of $910 million.

Commenting on results, U. S. Steel Chairman and CEO John P. Surma
said, "Our performance in 2006 resulted in another outstanding
year, with record sales, operating income and net earnings.
During the year, our strong cash flow generation enabled us to
reduce our debt by almost $600 million, to repurchase common
shares for $442 million, to make voluntary cash contributions of
$190 million to our domestic benefit plans, to make significant
capital investments and to double our common dividend rate to 20
cents per share.

"Our safety performance also improved substantially from last year
thanks to the continuing efforts of our employees. All in all,
2006 will go down as one of the best years in our long history."

The company reported fourth quarter 2006 income from operations of
$341 million, compared with income from operations of $561 million
in the third quarter of 2006 and $222 million in the fourth
quarter of 2005.  For the year 2006, income from operations was
$1,785 million versus income from operations of $1,439 million for
the year 2005.

In the fourth quarter of 2006, net interest and other financial
costs included a $32 million pre-tax charge related to the early
redemption of most of its 10-3/4% Senior Notes.  This item and
other items not allocated to segments decreased net income by
$33 million.  Other items not allocated to segments in the third
quarter of 2006 reduced net income by $21 million.  An income tax
charge and other items not allocated to segments reduced fourth
quarter 2005 net income by $39 million.

The annual effective tax rate for 2006 was lower than previously
expected and the company reduced its fourth quarter income tax
provision by $58 million in order to adjust tax expense previously
recorded.  This adjustment primarily reflected a higher than
anticipated percentage of total pre-tax earnings generated by its
European operations and the impact of accounting rules on
remeasuring the status of our main defined benefit pension plan at
year end.

                              Outlook

Commenting on U. S. Steel's outlook, Surma said, "We expect first
quarter results to decline from the fourth quarter, but flat-
rolled demand is firming and we have restarted several domestic
blast furnaces to bring our production in line with improving
order rates."

For Flat-rolled, first quarter 2007 shipments are expected to
improve compared to the fourth quarter of 2006, and average
realized prices should remain at about the fourth quarter level as
contract price improvements offset lower spot prices.

For U.S. Steel Europe, first quarter shipments are expected to
increase from the fourth quarter, and average realized prices are
expected to be slightly lower as the result of increased import
product availability on the European market.

Shipments and average realized prices for the Tubular segment in
the first quarter of 2007 are expected to decrease from the fourth
quarter as import levels and customer inventories remain high.

First quarter costs for all of our reportable segments are
expected to be in line with the fourth quarter.

First quarter 2007 results for Other Businesses are expected to be
consistent with historical first quarter results, but will decline
substantially from the fourth quarter due primarily to normal
seasonal effects at our iron ore operations in Minnesota and the
non-recurrence of the fourth quarter land sales.

Capital expenditures for 2007 are expected to total approximately
$750 million, reflecting domestic spending of approximately
$545 million and European spending of approximately $205 million.

                     Pensions and Other Benefits

At year-end 2006, its defined benefit pension plans were
overfunded by $210 million on a projected benefit obligation
basis.  The combined effects of reversing previously recorded
additional minimum liabilities and the adoption of Statement of
Financial Accounting Standards No. 158 for pensions and other
benefits resulted in a net charge to equity of $186 million in the
fourth quarter.

Total costs for pension plans and other postretirement benefits
are expected to be approximately $237 million in 2007, compared
with $312 million in 2006.

                   Common Stock Repurchase Program

The company repurchased over 700,000 shares of U.S. Steel common
stock for $46 million during the fourth quarter, bringing total
repurchases to 13.1 million shares for $696 million since the
repurchase program was originally authorized in July 2005.  As of
Dec. 31, 2006, 7.7 million shares remained authorized for
repurchase under the company's stock repurchase program.

                          About U.S. Steel

Headquartered in Pittsburgh, Pa., United States Steel Corporation,
(NYSE: X) -- http://www.ussteel.com/-- manufactures a wide
variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons.  U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works.  On Northern Minnesota's Mesabi
Iron Range, U. S. Steel's iron ore mining and taconite pellet
operations, Minnesota Taconite (Minntac) and Keewatin Taconite
(Keetac), support the steelmaking effort, and its subsidiary
ProCoil Company provides steel distribution and processing
services.

Internationally, U.S. Steel has steelmaking subsidiaries in
Kosice, Slovakia (U.S. Steel Kosice, s.r.o.), and in Sabac and
Smederevo, Serbia (U.S. Steel Serbia, d.o.).

In addition to primary steel operations, U. S. Steel participates
in several joint ventures: USS-POSCO Industries, Pittsburg, Ca.;
PRO-TEC Coating Company, Leipsic, Ohio; Worthington Specialty
Processing, Jackson, Mich.; Double Eagle Steel Coating Company,
Dearborn, Mich.; Double G Coating Company, Jackson, Miss.; and
Acero Prime, San Luis Potosi, Mexico.

U. S. Steel is also involved in a number of other businesses,
among them transportation (Transtar, Inc.), real estate
development, and leasing and financial services.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Service raised its corporate credit
rating on Pittsburgh, Pennsylvania-based United States Steel Corp
to 'BB+' from 'BB' and removed all ratings from CreditWatch, where
they had been placed with positive implications on July 27, 2006.
At the same time, Standard & Poor's raised its rating on the
company's senior unsecured debt to 'BB+' from 'BB'.  The outlook
is stable.


U.S. STEEL: Completes Tender Offer for 10-3/4% Senior Notes
-----------------------------------------------------------
United States Steel Corp. successfully completed on Dec. 28, 2006,
its cash tender offer and consent solicitation for its 10-3/4%
Senior Notes due Aug. 1, 2008.

A total of $328 million in aggregate principal amount, or
approximately 94% of the Notes outstanding had been tendered and
not withdrawn as of midnight Eastern Time Dec. 27, 2006.

On Dec. 28, 2006, the company accepted for purchase and paid for
all Notes tendered pursuant to the Offer.

The company also disclosed the completion of the consent
solicitation relating to the Notes.  On Dec. 13, 2006, the company
and The Bank of New York executed a third supplemental indenture
upon receipt of the requisite consents to the proposed amendments
to the indenture governing the Notes.  The amendments, which
eliminate or modify substantially all of the restrictive covenants
in the indenture, became operative upon acceptance of the Notes
for purchase.

The company will record a fourth quarter 2006 pre-tax charge of
approximately $32 million for the premium, unamortized issuance
and discount costs and transaction fees.

UBS Investment Bank served as Dealer Manager and Solicitation
Agent in connection with the Offer.  Georgeson Inc. was the
Information Agent.

                          About U.S. Steel

Headquartered in Pittsburgh, Pa., United States Steel Corporation,
(NYSE: X) -- http://www.ussteel.com/-- manufactures a wide
variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons.  U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works.  On Northern Minnesota's Mesabi
Iron Range, U. S. Steel's iron ore mining and taconite pellet
operations, Minnesota Taconite (Minntac) and Keewatin Taconite
(Keetac), support the steelmaking effort, and its subsidiary
ProCoil Company provides steel distribution and processing
services.

Internationally, U.S. Steel has steelmaking subsidiaries in
Kosice, Slovakia (U.S. Steel Kosice, s.r.o.), and in Sabac and
Smederevo, Serbia (U.S. Steel Serbia, d.o.).

In addition to primary steel operations, U. S. Steel participates
in several joint ventures: USS-POSCO Industries, Pittsburg, Ca.;
PRO-TEC Coating Company, Leipsic, Ohio; Worthington Specialty
Processing, Jackson, Mich.; Double Eagle Steel Coating Company,
Dearborn, Mich.; Double G Coating Company, Jackson, Miss.; and
Acero Prime, San Luis Potosi, Mexico.

U. S. Steel is also involved in a number of other businesses,
among them transportation (Transtar, Inc.), real estate
development, and leasing and financial services.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Service raised its corporate credit
rating on Pittsburgh, Pennsylvania-based United States Steel Corp
to 'BB+' from 'BB' and removed all ratings from CreditWatch, where
they had been placed with positive implications on July 27, 2006.
At the same time, Standard & Poor's raised its rating on the
company's senior unsecured debt to 'BB+' from 'BB'.  The outlook
is stable.


UNIFI INC: Second Fiscal Quarter Net Loss Increases to $16.5 Mil.
-----------------------------------------------------------------
Unifi Inc. has released operating results for its second quarter
ended Dec. 24, 2006.

Net income for the current quarter, including discontinued
operations, was a net loss of $16.5 million compared with a net
loss of $3.8 million for the prior December quarter.  Net income
from continuing operations for the current quarter was a net loss
of $16.4 million compared with a net loss of $3.4 million for the
prior December quarter.

Net sales from continuing operations for the current December
quarter of $156.9 million were down $34.2 million or 17.9%
compared with net sales of $191.1 million for the prior year
December quarter.  Relatively stable sales of the company's nylon
and textured, dyed and value-added polyester yarns in the quarter
were offset by significant declines in partially oriented yarn, or
POY, which were a result of the supply chain working through
existing inventories.

Bill Lowe, chief operating officer and chief financial officer for
Unifi, said, "As we announced on Dec. 7, 2006, earnings were
negatively impacted by the lingering effect of higher priced POY
inventory and a significant decline in POY volume during the
quarter.

"The inventory adjustments that took place throughout the supply
chain during the December quarter appear largely complete, and our
POY and texturing plants are now running at expected capacities.

"We anticipate operating at these higher run rates and also expect
to achieve mix related benefits as well during the March quarter.
The transition of the Dillon manufacturing facility occurred on
Jan. 1, 2007, and appeared seamless to our customers.

"The facility is running at expected capacities, and we are now
looking forward to improving our combined operations during this
calendar year."

Net income for the first half of the company's fiscal year 2007,
including discontinued operations, was a net loss of $27.6 million
compared with a net loss of $6.9 million for the prior year first
half.

Net income from continuing operations for the first half of fiscal
2007 was a net loss of $27.4 million compared with a net loss of
$8.2 million for the prior year first half.

Net sales for the first half of fiscal year 2007 of $326.8 million
were down $47.4 million or 12.7% compared with net sales of
$374.2 million for the first half of fiscal year 2006.

Total debt at the end of the current quarter was $206.1 million,
which is a reduction of $58.0 million over the $264.1 million in
debt at the end of the prior year December quarter, as a result of
the company's refinancing activity in May 2006.

Cash on hand at the end of the current December quarter was
$35.6 million, which is up slightly from the September 2006
quarter of $29.5 million.

Brian Parke, chairman and chief executive officer for Unifi said,
"We continue to make excellent progress with our operations in
China.  We have many products now being sampled by critical new
customers and larger scale trials are being requested.

"On the cost side, we have made changes that will reduce our
operating costs approximately $2 million in the coming year, which
will help us reach our goals.  The momentum is building from the
market side, and downstream opportunities are beginning to turn
into solid orders."

At Dec. 24, 2006, the company's balance sheet showed
$693.6 million in total assets, $335.4 million in total
liabilities, and $358.2 million in total stockholders' equity.

Unifi Inc. (NYSE: UFI) -- http://www.unifi.com/-- is a
diversified producer and processor of multi-filament polyester and
nylon textured yarns and related raw materials.  Key Unifi brands
include, but are not limited to: aio(R) - all-in-one performance
yarns, Sorbtek(R), A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R),
MicroVista(R), and Satura(R).  Unifi's yarns and brands are
readily found in home furnishings, apparel, legwear, and sewing
thread, as well as industrial, automotive, military, and medical
applications.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed Unifi Inc.'s B3 Corporate
Family Rating and its Caa1 rating on the company's $190 million
senior secured notes due 2014 in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


US AIRWAYS: Has Until April 30 to Object to Claims
--------------------------------------------------
Pursuant to Reorganized US Airways Inc. and its affiliates'
confirmed Plan of Reorganization and with the consent of the Post-
Effective Date Committee, the Hon. Stephen S. Mitchell of the U.S.
Bankruptcy Court for the Eastern District of Virginia extends the
deadline for the Reorganized Debtors to object to claims to
April 30, 2007.

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.


VICTORY MEMORIAL: Hires Donlin Recano as Claims & Noticing Agent
----------------------------------------------------------------
Donlin Recano and Company, Inc. has been retained to provide
bankruptcy administration services to Victory Memorial Hospital.

Donlin Recano was chosen by Victory Memorial Hospital and its
subsidiaries, Victory Memorial Ambulance Services Inc. and Victory
Memorial Pharmacy Inc., because of the firm's ability to guide and
organize the Chapter 11 process by providing its advanced
technology infrastructure as well as its wealth of expertise
administering complex healthcare bankruptcy cases.

Scott Y. Stuart, Esq., Donlin Recano Vice President, commented,
"It is imperative to streamline complexity and minimize costs
associated with bankruptcy filings, Donlin Recano's technology-
advanced web based services will play an important role in
facilitating access to information and updates to Victory
Memorial's case-specific data and help them proactively manage all
administrative proceedings."

Victory Memorial joins a long list of Donlin Recano clients in the
healthcare industry including Accuhealth, Inc., New York United
Hospital Medical Center and Allegheny Health, Education & Research
Foundation.

The law firm was brought on to serve as a claims and noticing
agent on behalf of the company, and provide web-based technology
to facilitate the data-sharing process among debtors' advisors and
creditors.

                      About Donlin Recano

Based in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range of
industries and business sectors.  Working with counsel, turnaround
advisors and the affected company, Donlin Recano helps organize
and guide Chapter 11 clients through administrative bankruptcy
tasks, including provision of Web site-accessible information,
formation of professional call centers, management of claims,
balloting, distribution and other administrative services.  The
company also provides Web based information services for creditors
committees as required by The Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.

                     About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a non-
profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have any
employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
Mar. 15, 2007.


VIDEOTRON LTEE: DBRS Holds BB Rating on Senior Unsecured Notes
--------------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of Videotron
Ltee's Senior Unsecured Notes at BB and changed the trend to
Positive from Stable.

DBRS has also confirmed the ratings for both Sun Media Corp. at
BB, and the parent of both companies, Quebecor Media Inc., at BB
(low)/B (high).  The trends are Stable.

The trend change reflects Videotron's strong EBITDA growth
driven by improving Internet and cable telephony penetration rates
and strengthening financial ratios.  However, DBRS notes the
company's rating continues to be constrained by ongoing support
provided to QMI.  DBRS expects Vid,otron to continue to support
QMI through dividends and intercompany loans, which
will continue to suppress Vid,otron's credit rating.

DBRS notes that Videotron has experienced significant improvements
in both its Internet and cable telephony segments due to
subscriber additions and price increases.  Additionally, growth in
cable telephony subscribers has exceeded DBRS expectations over
the year, and continues to help drive EBITDA growth, with
penetration rates of over 22% of basic subscribers for the latest
period.

The company's quadruple play offering of video, broadband,
telephony and a newly added wireless product continues to
drive average revenue per unit and reduce customer turnover.
Nevertheless, DBRS notes EBITDA margins remain slightly below that
of the company's peers due to expenditures related to the
deployment of telephony services, and price discounting to attract
subscribers.

In addition, while Videotron's aggressive pricing strategy appears
to have been successful in increasing penetration, DBRS notes
increased competition with incumbent telco operators is likely
going forward, as recent regulatory decisions are expected to lead
to improved flexibility of pricing, bundling and "winback"
strategies for the incumbent telcos.

Despite continued EBITDA growth, DBRS expects the company's
free cash flow deficits to persist through 2007 as capital
expenditures are expected to remain above historic levels, and
as the company is expected to continue to distribute a sizable
dividend to QMI.

However, recent refinancing at QMI has moderately reduced QMI's
funding needs, which should indirectly reduce the pressure on
Videotron, Sun Media and other operating companies to support
QMI's funding requirements.

Assuming dividends are held stable at current levels of
approximately $120 million, DBRS expects Videotron to generate a
free cash flow deficit of roughly $100 million in 2007.  DBRS
expects the Company to continue to fund the deficit through debt
and with cash tax savings that it continues to derive from tax
loss sharing arrangements with QMI.

The Positive trend also reflects DBRS's expectations of
continued improvement in Videotron's key credit metrics through
2007, despite modestly higher debt levels, as EBITDA growth is
expected to outpace increases in debt.  However, should debt
levels increase beyond DBRS's expectations or QMI's cash
requirements increase causing pressure on Videotron's risk
profile, DBRS would consider removing the Positive trend.


VILLAJE DEL RIO: Confirmation Hearing Moved to February 8
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
rescheduled to 9:00 a.m., on Feb. 8, 2007, the hearing to consider
confirmation of Villaje Del Rio Ltd.'s Third Amended Chapter 11
Plan.

                    Implementation of the Plan

As reported in the Troubled Company Reporter on Sept. 19, 2006,
all cash necessary for the Debtor to make payments pursuant to the
Plan will be obtained from the sale of its real property and the
pursuit of litigation claims.

As the Debtor's representative, George Geis, Esq., at Hohmann,
Taube & Summers, LLP will guarantee payment of fees and expenses
for the prosecution of the Litigation Claims.  Fees and expenses
for pursuing the Litigation Claims is expected to exceed $200,000.

                       Treatment of Claims

Under the Amended Plan, each holder of an Allowed Class II
Priority Non Tax Claim will be paid in full pursuant to an
agreement between the Debtor and the claimant on the effective
date of the Plan.

Holders of Class III Priority Tax Claims will be paid in full,
through equal monthly payments of principal and interest of the
Allowed Claim over a period of five years, plus statutory
interest.

Holders of Allowed Convenience Claims will receive the lesser of
their Allowed Claim or $1,000 in full satisfaction of their
Allowed Claim within 60 days from the effective date.

Holders of Allowed General Unsecured Claim will have the right to
elect treatment as an Allowed Convenience Claim by making their
election for the treatment on their timely filed Ballot.
Otherwise, they will receive their pro rate share of proceeds from
the Litigation Claims.

The Allowed Claim of George Geis, totaling $1.5 million, will be
paid with the excess cash flow, if any, from the Debtor after all
senior classes are paid in full.

Equity Interests Holders will not receive any distribution on
account of the interests until all senior allowed claims are paid
in full.

All Allowed Lease Cure Claims, equal to the monetary amount
necessary to fully cure any lease or executory contract of the
Debtor assumed under the Plan, will be paid pursuant to Section
6.6 of the Plan.

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

  http://www.researcharchives.com/bin/download?id=060918223118

Headquartered in San Antonio, Texas, Villaje Del Rio Ltd. is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., and Mark Curtis Taylor, Esq., at Hohmann,
Taube & Summers, L.L.P., represents the Debtor.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets of less the $50,000 and estimated
debts between $10 million and $50 million.


W.R. GRACE: Dec. 31 Balance Sheet Upside-Down by $568.7 Million
---------------------------------------------------------------
W.R. Grace & Co. disclosed financial results for the fourth
quarter and full year ended December 31, 2006.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed
$3,620,400,000 in total assets and $4,189,100,000 in total debts
resulting in a shareholders' deficit of $568,700,000.  At Dec. 31,
2005, the deficit stood at $595,300,000.

                    Fourth Quarter Results

Sales for the fourth quarter were $697.4 million compared with
$636.4 million in the prior year quarter, a 9.6% increase (7.0%
before the effects of currency translation).  The increase was
attributable primarily to added sales volume in most geographic
regions and higher selling prices in response to cost inflation.

Sales increased 8.6% for the Grace Davison operating segment and
10.7% for the Grace Performance Chemicals operating segment.

Net income for the fourth quarter was $5.0 million compared with a
net loss of $600,000, in the prior year quarter.  The 2006 and
2005 fourth quarters were unfavorably affected by costs of Chapter
11, litigation and other matters not related to core operations.
Excluding such costs and after tax effects, net income would have
been $22.4 million for the fourth quarter of 2006 compared with
$20.3 million calculated on the same basis for the fourth quarter
of 2005, a 10.3% increase.

                       Year-End Results

Sales for the year ended Dec. 31, 2006, were $2,826.5 million
compared with $2,569.5 million for the prior year, a 10.0%
increase (9.9% before the effects of currency translation).  Net
income for 2006 was $18.3 million compared with net income in 2005
of $67.3 million.  The lower net income in 2006 was principally
caused by a $32.7 million increase in defense costs for the
criminal proceeding related to Grace's former vermiculite mining
operations in Montana, and a $19.0 million increase in Chapter 11-
related expenses.  Excluding non-core and Chapter 11-related costs
and income, net income would have been $113.7 million for the year
ended December 31, 2006, compared with $96.4 million calculated on
the same basis for 2005, an 18.0% increase.  Pre-tax income from
core operations was $240.2 million for the year, a 19.2% increase
over 2005, primarily attributable to higher sales volume in all
geographic regions, higher selling prices to offset cost
inflation, and lower overall pension costs.

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

                     Chapter 11 Proceedings

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

Expenses related to Grace's Chapter 11 proceedings were
$17.7 million in the fourth quarter and $49.9 million for the
year, compared with $11.0 million and $30.9 million for the fourth
quarter and full year in 2005, respectively, reflecting a higher
level of activity in the bankruptcy proceeding related to claims
adjudication and estimation.  Most of Grace's non-core liabilities
and contingencies are subject to compromise under the Chapter 11
process.  The Chapter 11 proceedings, including related litigation
and the claims valuation process, could result in allowable claims
that differ materially from recorded amounts.  Grace will adjust
its estimates of allowable claims as facts come to light during
the Chapter 11 process that justify a change, and as Chapter 11
proceedings establish court-accepted measures of Grace's non-core
liabilities.

                       About W.R. Grace

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

PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  The Debtors' exclusive
period to file a chapter 11 plan expires on July 23, 2007.
(W.R. Grace Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: District Court Affirms Exclusive Period Extension
-------------------------------------------------------------
The Hon. Ronald Buckwalter of the U.S. District Court for the
District of Delaware finds that the U.S. Bankruptcy Court for the
District of Delaware did not abuse its discretion in finding that
the Debtors have established cause for further extension of their
exclusive right to file a Chapter 11 plan of reorganization until
July 23, 2007, and solicit acceptances of that plan until
September 21, 2007.

For the Debtors to file a plan, estimation and valuation of their
asbestos liability must first be decided, Judge Buckwalter
contends, and having competing plans would not advance that
determination.

Judge Buckwalter holds that the complexity of the case as well as
the history of litigation, including the assignment and
reassignment of judges, support the Bankruptcy Court's finding of
cause for granting further extension of exclusivity.

The extension is not open ended, Judge Buckwalter says.  Among
other things, an estimation hearing is scheduled for June 2007
and the issue of exclusivity extension may be revisited at the
July 2007 omnibus hearing.

Accordingly, Judge Buckwalter affirms the Bankruptcy Court's
decision to further extend the Debtors' exclusivity periods.

                  Bankruptcy Court's Ruling

The Hon. Judith Fitzgerald extended the Debtors' exclusive period
to file a plan of reorganization until the conclusion of the July
2007 omnibus hearing.  At the hearing on the Debtors' request,
Judge Fitzgerald held that the major issues of estimation and
valuation must be considered by all parties prior to any plan
being confirmed by the Court.

"This is really not an easy decision for this Court because this
case has been on slow burn from time to time," Judge Fitzgerald
said.

Judge Fitzgerald, however, explained that the length of the case
is not the only factor that the Court has to consider, especially
given the complexities of the case; the very different ideas of
how to resolve the case that have been articulated by different
parties; the uncertainties that have arisen postpetition
including the criminal indictment, the New Jersey environmental
claim that is a decade old or longer; and the other matters that
have added layers of complexity beyond those that have existed in
some of the other asbestos bankruptcies.

The Debtors have filed a plan of reorganization that has the
support of the unsecured creditors and old equity holders.

The asbestos constituencies in the Debtors' cases have agreed in
principle to a competing plan that proposes to wipe out old
equity in Grace.  The asbestos committee's plan allocates 85% of
the Debtors' assets to personal injury claimants and 15% to
property damage claimants, after payment of administrative
expenses.

"At this point in this case, it is more important for all parties
to focus their efforts on resolving the outstanding issues than
in creating additional fees and expenses for the estate by
requiring the filing or redoing or doing of competing plans,"
Judge Fitzgerald said.

The Court will commence estimation of Grace's asbestos
liabilities on June 13, 2007.

            Appeal to Bankruptcy Court's Ruling

David T. Austern, the court-appointed legal representative for
future asbestos claimants; the Official Committee of Asbestos
Personal Injury Claimants; and the Official Committee of Asbestos
Property Damage Claimants took an appeal from Judge Fitzgerald's
order extending the Debtors' exclusive periods until July 2007, to
the U.S. District Court for the District of Delaware.

The parties asked the District Court to find:

   1. whether the Bankruptcy Court erred as a matter of law in
      holding that "cause" existed to extend the Debtors'
      exclusive periods;

   2. whether the Bankruptcy Court's findings of fact, if any, in
      support of its holding that "cause" existed for the
      extension of the Debtors' exclusive periods are clearly
      erroneous; and

   3. if the Bankruptcy Court was correct in holding that "cause"
      existed to extend the Debtors' exclusive periods, whether
      the  Bankruptcy Court abuse its discretion by extending the
      exclusive periods.

                       About W.R. Grace

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

PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  The Debtors' exclusive
period to file a chapter 11 plan expires on July 23, 2007.
(W.R. Grace Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WELLS FARGO: Fitch Assigns Low-B Ratings on $2.1 Mil. Debentures
----------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2007-1, are
rated by Fitch Ratings as:

   -- $575,449,428 classes A-1 to A-10, A-PO, and A-R 'AAA';
   -- $17,128,000 class B-1 'AA';
   -- $3,606,000 class B-2 'A';
   -- $1,803,000 class B-3 'BBB';
   -- $1,202,000 class B-4 'BB'; and,
   -- $901,000   class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.25%
subordination provided by the 2.85% class B-1, 0.6% class B-2,
0.3% class B-3, 0.2% privately offered class B-4, 0.15% privately
offered class B-5, and 0.15% privately offered class B-6.  The
ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates are
based on their respective subordination.  Class B-6 is not rated
by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 1,231 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $600,991,641 as
of Jan. 1, 2007, and the average principal balance is $488,214.
The weighted average original loan-to-value ratio of the loan pool
is approximately 72.89%; 2.55% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
6.377%, and the weighted average FICO score is 740.  The states
that represent the largest geographic concentration are
California, Maryland, New York, and Virginia.

All other states represent less than 5% of the outstanding balance
of the pool.

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

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two separate real estate mortgage investment conduits for federal
income tax purposes.


XEROX CORP: Improved Leverage Prompts S&P's Positive Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.

"The outlook revision reflects an improved leverage profile and a
strengthening revenue mix," explained Standard & Poor's credit
analyst Molly Toll-Reed.

"The ratings reflect mature and highly competitive industry
conditions and a short, recent record of total revenue growth."

These factors are partially offset by the company's good position
in its core document management business, stable nonfinancing
operating profitability, and moderate leverage.

Xerox reported total revenues of $4.4 billion in the fourth
quarter ended Dec. 31, 2006, up 3% from the prior-year period.
Although equipment sales were down 1% in the quarter, post-sale
revenues grew 6% from the prior-year period.

Demonstrating sustainable long-term revenue growth is the primary
challenge for Xerox.  Ongoing competitive pricing pressures have
dampened total equipment sales growth.  Although revenues from
color equipment and color after-market sales continue to increase
as a percentage of total revenues, growth in color equipment
revenues in 2006 has been offset by pricing pressure in the black
& white equipment revenue base.

However, growth in total post-sale revenues turned positive in
2006, and continued to strengthen during the year.  Strong growth
in the installed equipment base of key products, along with the
moderating impact of declining light lens revenues, is expected to
drive continued growth in post-sales revenues, which represent
more than 70% of total revenues.


* CLOSE BROTHERS: Awarded "Restructuring Adviser of the Year 2007"
------------------------------------------------------------------
Close Brothers received recognition for its dominance in the
restructuring advisory space throughout 2006.

The "Restructuring Adviser of the Year" was awarded to Close
Brothers at the Acquisitions Monthly 2007 Awards, in
acknowledgement of the large range of advisory mandates it
undertook in 2006, both company-side and creditor-side; for the
innovative, groundbreaking deals it implemented for its clients;
and for the fact Close Brothers advised on restructurings in all
major European jurisdictions throughout 2006.

This is the fourth consecutive year that Close Brothers has been
recognised for its pre-eminent restructuring capabilities.

Since 2004, the Close Brothers restructuring team has advised on
more than 50 transactions, with total liabilities exceeding
$110 billion.  These have ranged from advising companies such as
Parmalat on its $21 billion restructuring, to situations such as
advising the Senior Mezzanine of Le Meridian on the hotel chain's
$1.5 billion restructuring.  Most recently Close Brothers advised
Polestar on its o1.1 billion restructuring in what was one of the
biggest European private equity restructurings of recent years.

Based in London, England, Close Brothers -- http://www.cbcf.com/
-- part of Close Brothers Group, is a European corporate finance
adviser.  The firm advises a wide spectrum of organisations, from
corporates and private equity houses to financial institutions and
hedge funds.  Its advice focuses on four areas:  mergers and
acquisitions, structuring and raising debt, corporate
restructuring, and advising private equity groups.


* Donlin Recano Retained by Victory Memorial
--------------------------------------------
Donlin Recano and Company, Inc. has been retained to provide
bankruptcy administration services to Victory Memorial Hospital.

Donlin Recano was chosen by Victory Memorial Hospital and its
subsidiaries, Victory Memorial Ambulance Services Inc. and Victory
Memorial Pharmacy Inc., because of the firm's ability to guide and
organize the Chapter 11 process by providing its advanced
technology infrastructure as well as its wealth of expertise
administering complex healthcare bankruptcy cases.

Scott Y. Stuart, Esq., Donlin Recano Vice President, commented,
"It is imperative to streamline complexity and minimize costs
associated with bankruptcy filings, Donlin Recano's technology-
advanced web based services will play an important role in
facilitating access to information and updates to Victory
Memorial's case-specific data and help them proactively manage all
administrative proceedings."

Victory Memorial joins a long list of Donlin Recano clients in the
healthcare industry including Accuhealth, Inc., New York United
Hospital Medical Center and Allegheny Health, Education & Research
Foundation.

The law firm was brought on to serve as a claims and noticing
agent on behalf of the company, and provide web-based technology
to facilitate the data-sharing process among debtors' advisors and
creditors.

                     About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a non-
profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have any
employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
Mar. 15, 2007.

                      About Donlin Recano

Based in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range of
industries and business sectors.  Working with counsel, turnaround
advisors and the affected company, Donlin Recano helps organize
and guide Chapter 11 clients through administrative bankruptcy
tasks, including provision of Web site-accessible information,
formation of professional call centers, management of claims,
balloting, distribution and other administrative services.  The
company also provides Web based information services for creditors
committees as required by The Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.


* R. Morawetz Joins Alvarez & Marsal Canada as Managing Director
----------------------------------------------------------------
Richard Morawetz, an established leader in the Canadian
restructuring industry, has joined Alvarez & Marsal Canada ULC as
a managing director.  Based in Toronto, he joins Douglas R.
McIntosh, who recently joined the firm to establish operations in
Canada.

"Richard is a veteran professional with deep experience handling
cross-border restructurings and other complex situations", said
Bryan Marsal, co-chief executive officer and managing director of
Alvarez & Marsal.  "As the firm continues to strategically expand
its crisis and interim management, restructuring and insolvency,
performance improvement and other advisory service offerings in
North America and globally, he is a tremendous asset to the team."

Prior to joining Alvarez & Marsal, Mr. Morawetz was a senior
partner with a major international accounting firm in Toronto, and
brings more than 25 years of turnaround and restructuring
experience.  Over the course of his career, he has acted on behalf
of numerous private and public companies in multiple industries,
as well as on behalf of financial institutions and government
agencies.  Mr. Morawetz has significant interim and crisis
management experience, having operated and sold several businesses
as going concerns pursuant to court or privately-appointed
receiverships.  He has also conducted numerous fraud
investigations in connection with bankruptcy and receivership
proceedings.

Mr. Morawetz holds a bachelor of commerce degree from the
University of Toronto.  He is an active member of The Insolvency
Institute of Canada and the Turnaround Management Association, a
member of the board of directors of the Canadian Association of
Insolvency and Restructuring Practitioners and a member of the
American Bankruptcy Institute.  A frequent speaker on
restructuring and insolvency matters, he is a chartered
accountant, chartered insolvency and restructuring practitioner
and a Canadian trustee in bankruptcy.

                   Alvarez & Marsal Canada ULC

For 20 years, Alvarez & Marsal -- http://www.alvarezandmarsal.com/
-- has set the standard for working with organizations to tackle
complex issues, boost performance and maximize value for
stakeholders.

Serving clients ranging from international enterprises to middle
market companies to public sector entities, the firm draws on a
deep operational heritage and hands-on approach to deliver
comprehensive performance improvement, turnaround management and
corporate advisory services.

With a team of seasoned professionals based in North America,
Europe, Asia and Latin America, the firm provides Turnaround
Management services, including Performance Improvement; Turnaround
and Restructuring Advisory; Crisis & Interim Management; Risk
Management Advisory; Creditor Advisory and Claims Management.
A&M's services also include: Business Consulting; Real Estate
Advisory; Dispute Analysis & Forensics; Corporate Finance; Tax
Advisory and Transaction Advisory.

Alvarez & Marsal received the Turnaround Management Association's
"Turnaround of the Year" award in 2003 for its work with the
Warnaco Group, Inc. and again in 2005 for its work with Spiegel,
Inc.  The firm has also been recognized for its work with AMERCO
(parent of U-Haul) and German drug store chain Ihr Platz, the
country's first U.S.-style restructuring.


* Richard B. Myrus Joins Proskauer Rose in Boston as Sr. Counsel
----------------------------------------------------------------
Richard B. Myrus has joined Proskauer Rose LLP as senior counsel.
He is the latest addition to Proskauer's rapidly expanding Boston
office, which was recently named by Boston Business Journal as the
fastest-growing law firm in Massachusetts for the second
consecutive year.

"We're very happy to finally be able to bring Rich to the Firm,"
Steven Bauer, head of Proskauer's Boston office and a partner in
its Litigation and Dispute Resolution Group, said.  "We worked
together with Rich when we were at Testa, Hurwitz, and we welcome
him 'home' now. He is a highly-accomplished litigator with a broad
and varied base of expertise and he will be a significant addition
to our complex litigation practice."

Proskauer's Boston-based Intellectual Property Litigation Group
was ranked as one of the top IP practices in Boston by Chambers
USA in both 2005 and 2006 and is fully integrated into the Firm's
international IP platform.  Mr. Myrus's addition brings the
Boston-based group to over 30 attorneys dedicated solely to
handling complex technology-related matters, including disputes
relating to patents, trade secrets, copyrights, trademarks, and
technology-based licenses.  Its attorneys have a wealth and
diversity of experience in litigation, patent office practice, and
alternative dispute resolution procedures in courts and patent
offices worldwide.

Mr. Myrus joins Proskauer from the Boston office of Goodwin
Procter, where he was a litigation partner responsible for running
all aspects of complex civil litigation matters including patent
infringement and trade secret cases.  Over the course of his
career, Mr. Myrus has participated in a range of litigation
matters, including patent infringement trials, licensing disputes,
government investigations, securities class actions, and white
collar defense.  Before joining Goodwin, Mr. Myrus had been
elected to partnership in the Litigation Department of Testa,
Hurwitz & Thibeault; was a Special Assistant District Attorney in
Middlesex County, Massachusetts; and served as a law clerk to
Judge William C. Conner in the United States District Court for
the Southern District of New York.

Before beginning his legal career, Mr. Myrus was a Lieutenant in
the United States Navy where, as a naval aviator, he received the
United Nations Humanitarian Service Medal for the rescue of
Vietnamese refugees in the South China Sea and the National
Defense Service Medal.  He received his J.D. from Fordham
University School of Law, his M.A. from the University of
California, San Diego, and his B.A. from Columbia University.

Mr. Myrus joins a number of other significant lateral additions
who moved to Proskauer's Boston office from Boston-based firms in
the last year including Ian Blumenstein, (corporate finance and
high-yield debt), Peter Antoszyk (finance, junior capital and
bankruptcy), and Michael Harrington (private equity and corporate
transactions).

                      About Proskauer Rose

Founded in 1875, Proskauer Rose LLP -- http://www.proskauer.com/
-- provides a wide variety of legal services to clients throughout
the United States and around the world from offices in New York,
Los Angeles, Washington, D.C., Boston, Boca Raton, Newark, New
Orleans and Paris.  In addition to Boston-based intellectual
property, litigation, corporate finance, labor and employment, and
corporate governance and transactional practices, Proskauer's
Boston office is home to one of the world's top private equity and
finance practices, representing over 300 funds, lenders and
institutional investors worldwide.

The Firm has wide experience in all areas of practice important to
businesses and individuals, including corporate finance, mergers
and acquisitions, general commercial litigation, private equity
and fund formation, patent and intellectual property litigation
and prosecution, labor and employment law, real estate
transactions, internal corporate investigations, white collar
criminal defense, bankruptcy and reorganizations, trusts and
estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, Internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* Superior Capital to Invest in Underperforming Businesses
----------------------------------------------------------
Superior Capital Partners LLC has formed The Superior Fund Limited
Partnership and has appointed Mark Carroll as its Managing
Partner.  This Detroit-based private equity investment fund is
dedicated to the acquisition of companies in need of capital and
operational improvement.  The Superior Fund has approximately
$50 million of committed capital and is targeting $75 million of
capital by later this year.

"We are delighted to add The Superior Fund as the seventh fund in
our extended family of lower middle market private capital funds
which collectively manage well in excess of $1 billion," William
Campbell, Chairman, commenting on the establishment of the fund,
said.  "We believe that companies are currently carrying too much
debt and as the economy inevitably slows, there will be
opportunities to invest in them at attractive valuations.  We
welcome Mark Carroll as our Managing Partner with the day-to-day
responsibility of leading The Superior Fund's investment
activities.  Mark is uniquely qualified for this role with a broad
business background which includes hands-on operational experience
in the lower middle-market as well as positions with prestigious
companies in the fields of investment banking and private equity
investing."

"I'm very excited about the opportunity to lead Superior," Mr.
Carroll commented.  "I'm confident that there will be ample
opportunities to acquire companies whose performance can be
greatly improved through the combination of a necessary capital
infusion and an increased focus on operational performance."

The strategy of Superior Capital Partners is to combine its
capital, transaction experience and turnaround expertise with
proven management teams who have the vision, capability and
commitment to successfully improve and grow their businesses.
Together, the firm seeks to acquire or recapitalize niche
manufacturers, value-added distributors and specialty service
companies.  Generally, these companies will have annual revenues
of up to $200 million, hold strong market positions and have
identifiable growth opportunities.

The businesses in which the firm invests will generally be in
transition, experiencing performance challenges or will be in need
of balance sheet restructuring.  The firm will invest up to
$20 million of equity per transaction to facilitate management
buyouts, corporate spin-offs, recapitalizations, family
successions, acquisitions out of bankruptcy and debt purchases.
Transactions will be customized to meet each company's liquidity,
diversification and tax objectives.  The firm work quickly and
confidentially to avoid disruption to the business.

Superior Capital Partners LLC, an investment management company
located in Detroit's Guardian Building comprised of seasoned
investment professionals, manages the fund.  Members of the firm
include William Campbell, William McKinley, Scott Reilly, Brian
Demkowicz and Mark Carroll.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 31 to February 1, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia M&A Forum
         Island Shangi-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800 or http://www.abiworld.org/

February 5, 2007
   STRATEGIC RESEARCH INSTITUTE
      3rd Annual Tranche B & 2nd Lien Financing Summit
         Scottsdale, AZ
            Contact: http://www.euromoneyplc.com/

February 6-7, 2007
   INSTITUTIONAL INVESTOR EVENTS
      Turnaround Management & Distressed Investing Forum
         New York, NY
            Contact: http://www.iievents.com/

February 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Rooney's Irish Pub, Jupiter, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Comedy Night at
         Governors, Levittown, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

February 7-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Hedge Funds, Distressed Debt, Risk and
         Restructurings
            Red Rock Casino, Resort and Spa, Las Vegas, NV
               Contact: http://www.airacira.org/

February 8, 2007
   INSTITUTIONAL INVESTOR EVENTS
      Corporate Restructuring & Investing in Post-Crisis Latin
         America Forum
            New York, NY
               Contact: http://www.iievents.com/

February 8-9, 2007
   EUROMONEY CONFERENCES
      2nd Philippine Investment Conference
         Cebu Convention Center, Cebu, Philippines
            Contact: http://www.euromoneyplc.com/

February 8-9, 2007
   EUROMONEY
      Leverage Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      9th Annual TMA Symposium
         Four Seasons Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

February 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Marketing Strategies
         available to the Turnaround Practitioner
            Sydney, Australia
               Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Martini Networking Event
         Gibson's Steakhouse, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Valuation Outlook - What's in Store for 2007
         University Club, Portland, OR
            Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Window of Opportunity: Maximizing Value in a Retail
         Bankruptcy
            Denver Athletic Club, Denver, CO
               Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

February 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wharton Restructuring Conference
         The Wharton School
            Philadelphia, PA
               Contact: http://www.turnaround.org/

February 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development
         Brisbane, Australia
            Contact: http://www.turnaround.org/

February 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Gordon Biersch Brewery Restaurant, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
         Perceptions & Realities
            Marriott Hotel, Islamabad, Pakistan
               Contact: http://www.euromoneyplc.com/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-NOW Networking & Panel: Discussing Women's Networking
         Issues
            PBI, Philadelphia, PA
               Contact: 215-657-5551 or http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Maggianos, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 27, 2007
   PRACTISING LAW INSTITUTE
      Intercreditor Agreements & Bankruptcy Issues Workshop
         San Francisco, CA
            Contact: http://www.pli.edu/

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Devil Rays Turnaround
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

February 27-28, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      5th Annual Corporate Restructuring Summit
         Sheraton Park Lane Hotel, London, UK
            Contact: http://www.euromoneyplc.com/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         Sydney, Australia
            Contact: http://www.turnaround.org/

March 14-15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Atlanta, GA
         Contact: http://www.turnaround.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Management Event
         Long Island, NY
            Contact: http://www.turnaround.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 18-21, 2007
   INSOL
      Annual Europe, Africa & Middle East Conference
         Cape Town, South Africa
            Contact: http://www.insol.org/CapeTown07/

March 20, 2007
   THOMSON WEST LEGALWORKS
      Insurance and Reinsurance Allocation Superbowl
         New York, NY
            Contact: http://www.westlegalworks.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Next Wave of Distressed Businesses: A Panel Discussion
         South Florida
            Contact: http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 22-23, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      Euromoney Indonesian Financial Markets Congress
         Bali, Indonesia
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/


April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, FL
            Contact: http://www.turnaround.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 4th Spring Luncheon and Founders Awards
         Washington, DC
            Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, OH
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, NY
            Contact: http://www.frallc.com/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa, Atlantic City, NJ
            Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

August 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, IL
            Contact: http://www.nabt.com/

August 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

September 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

TBA 2008
   INSOL
      Annual Pan Pacific Rim Conference
         Shanghai, China
            Contact: http://www.insol.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      KERPs and Bonuses under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Equitable Subordination and Recharacterization
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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

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

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

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

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

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

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

                             *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, 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 ***