TCR_Public/070201.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 1, 2007, Vol. 11, No. 27

                             Headlines

ABITIBI-CONSOLIDATED: Merger Should Raise "Alarm Bells", CEP Says
ABITIBI-CONSOLIDATED: Credit-Default Swaps Fell 35%
ABITIBI-CONSOLIDATED: Fitch Puts BB- Rating on Secured Bank Debt
ACE SECURITIES: Moody's May Lower Ratings on 2 Certificate Classes
AGY HOLDING: Sales Improves by $10 Million in Fiscal Year 2006

ALTERNATIVE LOAN: Moody's Assigns B1 Rating to Class 2-B-2 Certs.
ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2
AMTROL INC: Court Sets March 23 General Claims Bar Date
ARI NETWORK: Completes Acquisition of Web Developer OC-Net Inc.
BANC OF AMERICA: Fitch Puts Low-B Ratings on $2.1 Million Certs.

BARWOOD INC: Files for Chapter 11 Protection in Maryland
BARWOOD INC: Case Summary & 40 Largest Unsecured Creditors
BEAR STEARNS: Fitch Holds Junk Rating on $2.4 Mil. Class L Certs.
BEAZER HOMES: Posts $59 Million Net Loss in 2006 Fiscal Year
BEST MANUFACTURING: Wants to Sell All Remaining Assets

BEST MANUFACTURING: Court Extends Investigation Termination Date
BLACK BULL: Terminates Sales Agreement with U.S. Silica
BOWATER INC: Abitibi Merger Should Raise "Alarm Bells", CEP Says
BOWATER INC: Merger Plan Cues Fitch to Rate Secured Debt at BB-
BUFFALO COAL: Completes Sale of Selected Assets to Int'l Coal Unit

CALIFORNIA STEEL: Earns $109 Mil. in 2006 & $8.4 Mil. in 4th Qtr.
CALPINE CORP: Inks Agreement w/ Harbinger to Increase Price Offer
CALPINE CORP: Harbinger Clarifies Calpine Power January 22 Offer
CALPINE CORP: ASC Schedules Harbinger Offer Hearing Tomorrow
CAREEL BAY: Moody's Rates $10 Mil. Class C Secured Notes at Ba2

CARRAMERICA REALTY: Moody's Withdraws Ba3 Ratings on Senior Debts
CATHOLIC CHURCH: Spokane's Disclosure Statement Due Today
CATHOLIC CHURCH: Spokane Plan Proponents Seek Pflaumer as Reviewer
CENTALE INC: Inks 2 Network Agreements as Part of Marketing Plan
CENTERPOINT PROPERTIES: Moody's Withdraws Low-B Ratings

CHIT CHAT: Case Summary & 20 Largest Unsecured Creditors
CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings to $2.4 Mil. Debt
CITICORP MORTGAGE: Fitch Places Low-B Ratings on $1 Million Debt
CNET NETWORKS: Earns $387.7 Million in Fourth Quarter 2006
COLLINS & AIKMAN: Files a List of Multi-Debtor Claims

CORUS GROUP: Tata Steel Outbids CSN with GBP5.7 Billion Bid
CORUS GROUP: S&P Holds Developing CreditWatch on BB Credit Rating
CREDIT SUISSE: Fitch Rates $1.3 Million Class C-B-4 Certs. at BB
CSFB MORTGAGE: Fitch Junks Rating on Class DB3 Certificates
CUMMINS INC: Sales Increase to $11.36 Billion in Full Year 2006

CWALT INC: Fitch Rates $3.08 Million Class B-4 Certificates at B
CWALT INC: Fitch Assigns B Rating to $1.9 Mil. Class B-4 Certs.
CWMBS INC: Fitch Puts Low-B Ratings on B-3 & B-4 Cert. Classes
CWMBS INC: Fitch Places Ratings on $2.6 Mil. Certificates at Low-B
DECRANE AIRCRAFT: Moody's Junks Rating on Proposed $160 Mil. Loan

DECRANE AIRCRAFT: Improved Earnings Cue S&P's Positive Outlook
DELPHI CORP: Judge Drain Approves Wilmer Cutler as Special Counsel
DELTA AIR: Creditors' Committee Supports Standalone Plan
DELTA AIR: US Airways Withdraws Merger Proposal
DELTA AIR: S&P Says Dropped US Airways Offer Won't Affect Ratings

DUANE READE: Poor Performance Cues Moody's to Hold Junk Ratings
ENTERGY NEW ORLEANS: Ct. OKs ENOI & Panel's Disclosure Statements
FINAL ANALYSIS: Taps Sheppard Mullin as Special Litigation Counsel
FORD MOTOR: May Receive Revised Offers for Aston Martin Sports Car
FR BRAND: S&P Holds Junk Rating on $350 Million Second-Lien Debt

FRANKLIN PIERCE: Moody's Holds Ba3 Ratings on 3 Series of Bonds
GB HOLDINGS: Court Confirms Panel's 8th Modified Liquidation Plan
GENERAL MOTORS: Asks for Increase in Battery Tech Research Funding
GLOBAL GEOPHYSICAL: Moody's Junks Rating on 2nd Lien Term Loan
GUITAR CENTER: Court OKs Purchase of Woodwind's Assets for $29MM

HAZLETON-ST. JOSEPH: Moody's Lifts Rating on $13.8MM Bonds to Ba2
HAZLETON GENERAL HOSPITAL: Moody's Holds Revenue Bonds' B2 Rating
HOMESTAR MORTGAGE: Moody's Cuts Rating on Class M-5 Certs. to Ba3
HSI ASSET: Fitch Rates $9.3 Mil. Class M-10 Certificates at BB+
INTERNAL INTELLIGENCE: Files Schedules of Assets and Liabilities

INTERSTATE HOTELS: Improved Credit Metrics Cues Moody's B1 Ratings
INTERSTATE OPERATING: S&P Rates Proposed $125 Mil. Facility at B
INT'L COAL: Unit Completes Buy of Selected Buffalo Coal Assets
INT'L MANAGEMENT: Trustee Taps Vincent Performance as Consultant
INT'L MANAGEMENT: Ch. 11 Trustee Wants Feb. 28 as Claims Bar Date

INWOOD PARK; Moody's Rates $50 Million Class E Notes at Ba2
IXIS REAL: Fitch Rates $7.95 Mil. Class B-4 Certificates at BB+
JP MORGAN: Fitch Holds Junk Rating on $14.7 Million Class J Certs.
LEHMAN MORTGAGE: Fitch Rates $2.5 Mil. Class B8 Certificates at B
LENOX GROUP: Inks Amended Consulting Deal with Carl Marks

MCMORAN EXPLORATION: Posts $9.2 Mil. Net Loss in 4th Quarter 2006
MEDIFACTS INT'L: Organizational Meeting Scheduled on February 7
MERISTAR HOSPITALITY: Moody's Removes B3 Senior Unsecured Rating
MERRILL LYNCH: Moody's Assigns Low-B Ratings on 6 Cert. Classes
MORGAN STANLEY: Fitch Assigns Low-B Ratings on Class J to O Certs.

NATURADE INC: Appoints Rick Robinette as Executive VP of Sales
NEW YORK RACING: NY State & Oversight Board Want Case Dismissed
NEW YORK RACING: Lien Gaming Also Wants Chapter 11 Case Dismissed
PACIFIC LUMBER: Gets Authority to Use Cash Collateral Until Feb. 9
PACIFIC LUMBER: U.S. Trustee Appoints Five-Member Creditors Panel

PETSMART INC: Moody's Holds Corporate Family Rating at Ba2
PGS INC: Moody's Junks Rating on Senior Subordinate Notes
PLASTECH ENGINEERED: Moody's Rates New Sr. Secured Term Loan at B3
PRUDENTIAL SECURITIES: Fitch Upgrades BB+ Rating on Class J Certs.
PXRE GROUP: Lack of Market Interest Cues Fitch's Withdrawn Ratings

REALOGY CORP: Stockholders Meet on March 30 to Vote on Apollo Deal
REGAL CINEMAS: Fitch Rates Senior Subordinated Notes at B
REGAL ENT: Fitch Puts B- Rating on Sr. Unsecured Convertible Notes
REPERFORMING LOAN: Moody's Junks Rating on Class B-4 Certificates
RESIDENTIAL ACCREDIT: Fitch Lifts Low-B Ratings on Certificates

RESIDENTIAL FUNDING: Fitch Rates $1 Mil. Class B-2 Certs. at B
SACO I: Fitch Cuts Series 2005-1 Class B-3 Debentures' Rating to B
SAINT VINCENTS: Wants Court's Nod on Standardized Bidding Protocol
SMARTIRE SYSTEMS: Inks Consulting Agreement with SKS Consulting
STRUCTURED ASSET: DBRS Puts Low-B Ratings on 2 Certificate Classes

SUNRISE SENIOR: Sued by CHJ for Alleged Stock Manipulation
SYNAGRO TECH: S&P Places B+ Corporate Credit Rating on Neg. Watch
TESORO PETROLEUM: Shell Deal Prompts Fitch to Hold Low-B Ratings
TRANSDIGM INC: S&P Holds Rating on 7.75% Subordinated Notes at B-
TYRINGHAM HOLDINGS: Judge Tice Approves Disclosure Statement

TYRINGHAM HOLDINGS: Confirmation Hearing Set for March 8
UNION PACIFIC: Earns $485 Million in Fourth Quarter of 2006
UNITEDHEALTH: Reports Fourth Quarter Net Earnings of $1.2 Billion
US AIRWAYS: Withdraws Delta Air Merger Proposal
US AIRWAYS: Delta Offer Withdrawal Prompts S&P to Hold Ratings

USG CORP: Net Earnings Reach $100 Million in Fourth Quarter 2006
WCI COMMUNITIES: Expects Losses in Fourth Quarter of 2006
WESTERN REFINING: S&P Puts Corporate Credit Rating at BB-
WHITE RIVER: Court Okays Assumption of Realty Property Leases
WHX CORP: Posts $34.6 Million Net Loss in Year Ended Dec. 31, 2005

WOODWIND & BRASSWIND: Court OKs Asset Sale to Guitar Center Unit

* Cooley's Bankruptcy Practice Advises Former New York Met Player
* Thacher Proffitt Partners Made Leaders of Bar Associations

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

                             *********

ABITIBI-CONSOLIDATED: Merger Should Raise "Alarm Bells", CEP Says
-----------------------------------------------------------------
The announced merger of Abitibi-Consolidated Inc. and Bowater Inc.
should raise "alarm bells" in government and community circles,
says Communications, Energy, and Paperworkers Union of Canada.

The 150,000 member CEP, Canada's largest union of forest industry
workers, expressed concern that the merger may lead to more
devastation in dozens of already hard hit forest communities
across the country.

"This announcement is yet one more reason for Prime Minister
Harper to immediately convene a national summit of all
stakeholders to discuss the future of the forestry sector," CEP
President Dave Coles said.

"There are many issues underlying this announced merger which
should raise alarm bells in Ottawa," he said.  "Our forest based
industries and communities are already in crisis with the loss of
some 10,000 jobs over the past few years.

"Our history with mergers and acquisitions has been that so called
'synergies' really mean more mill closures, job losses and
devastation in our communities.

"We intend to meet with these companies to avoid a repeat of that
history.  We intend to fight for investment in the sector to save
and expand jobs," Mr. Coles added.

So far, he noted, that neither Abitibi-Consolidated nor Bowater
have been clear about any future new investment plans in the
sector and in fact, say their merger will create synergies of
$250 million.

"All Canadians have a stake in what is going on and deserve to
know that this merger meets the test of broad public interest,"
Mr. Coles said.

"The forests are one of Canada's greatest publicly owned natural
resources, and we think Prime Minister Harper needs to force the
industry's hand in clarifying their plans."

                    About Bowater Incorporated

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

                  About Abitibi-Consolidated Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc.'s notes at Positive BB (low) under review;
Abitibi-Consolidated Company of Canada's senior unsecured debt at
Positive BB (low) under review; Bowater Inc.'s issuer rating at
Positive BB (low) under review; and Bowater Canadian Forest
Products Inc.'s senior debentures at Positive BB (low) under
review with Positive Implications.

As reported in the Troubled Company Reporter on Jan. 30, 2007,
Moody's Investors Service affirmed Abitibi-Consolidated Inc.'s B1
corporate family, B2 senior unsecured and SGL-2 speculative grade
liquidity ratings but revised the outlook to developing from
stable.

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


ABITIBI-CONSOLIDATED: Credit-Default Swaps Fell 35%
---------------------------------------------------
Abitibi-Consolidated Inc.'s credit-default swaps on bonds fell 35%
this week, Shannon D. Harrington of Bloomberg reported citing CMA
Datavision in London.

Abitibi's increase in credit quality perception is due to its
planned merger with Bowater Inc.

Bowater's credit default swaps also fell 6.6% this week, Bloomberg
noted.

Credit-default swaps are the fastest growing derivative, which are
financial documents obtained from stocks, bonds, loans, and
others, Bloomberg reported.  They have become the best gauge of
changes in credit quality, Bloomberg added.

As reported in the Troubled Company Reporter on Jan. 30, 2007, the
combined company, which will be called AbitibiBowater Inc.,
will have pro forma annual revenues of approximately $7.9 billion
or CDN$9.3 billion, making it the third largest publicly traded
paper and forest products company in North America and the eight
largest in the world.  The current combined enterprise value of
the two companies is in excess of $8 billion or CDN$9.4 billion.

The combination is expected to generate approximately $250 million
or CDN$295 million of annualized cost synergies from improved
efficiencies in such areas as production, selling, general and
administrative costs, distribution and procurement.

At the same time, Moody's Investors Service also "expects the
combined company to have an improved ability to appropriately
anticipate the evolving supply-demand dynamic in the North
American mechanical pulp-based communication paper market."

Accordingly, Moody's expects in the interim that "the prospect of
the transaction's benefits forestalls adverse rating activity."

                    About Bowater Incorporated

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

                  About Abitibi-Consolidated Inc.

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

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc.'s notes at Positive BB (low) under review;
Abitibi-Consolidated Company of Canada's senior unsecured debt at
Positive BB (low) under review; Bowater Inc.'s issuer rating at
Positive BB (low) under review; and Bowater Canadian Forest
Products Inc.'s senior debentures at Positive BB (low) under
review with Positive Implications.

As reported in the Troubled Company Reporter on Jan. 30, 2007,
Moody's Investors Service affirmed Abitibi-Consolidated Inc.'s B1
corporate family, B2 senior unsecured and SGL-2 speculative grade
liquidity ratings but revised the outlook to developing from
stable.

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


ABITIBI-CONSOLIDATED: Fitch Puts BB- Rating on Secured Bank Debt
----------------------------------------------------------------
Fitch has placed the ratings of Abitibi-Consolidated Inc. and
Bowater Inc. on Rating Watch Positive and Evolving, respectively,
after the companies' joint report of an intent to merge in an all
stock transaction.

Fitch rates ABY's debt as:

   -- Issuer Default Rate 'B+';
   -- Senior unsecured debt 'B+/RR4';
   -- Secured bank debt 'BB-/RR3'.

Fitch rates BOW's debt as follows:

   -- Issuer Default Rate 'BB-';
   -- Senior unsecured debt 'BB-';
   -- Secured bank debt 'BB'.

ABY and BOW have overlapping footprints in newsprint and
supercalendered papers and lumber.  ABY makes and sells about
3.4 million metric tonnes of newsprint per year compared to BOW's
2.2 million metric tonnes.

Both companies make specialty and supercalendered grades, and each
manufactures lumber in Canada.  In addition BOW makes light-weight
coated grades of paper, primarily at its newly converted mill in
Catawba, South Carolina and manufactures and sells about one
million metric tonnes of market pulp per year.

Fitch believes the merger is a positive step forward for both
companies.   Paper mill locations are complementary and lend
support to an estimated $250 million in cost synergies to be
gained by employing the 'best practices' of each.  These encompass
not only manufacturing but also procurement and delivery and
extend to lumber operations as well.

Moreover, the combination will provide the companies a stronger
platform to compete in the challenging newsprint industry, which
witnessed a 6.3% decline in consumption last year.  It will also
help address cost inflation, which is largely responsible for last
year's record high newsprint prices.  The consolidation will allow
the Number 1 and Number 2 newsprint producers on the continent to
find collaborative solutions that deal with North America's shift
to the internet for information, likely at more reasonable costs
than if each were to forge ahead independently. Offsetting the
positive aspects of the merger is the high leverage of both
companies amid deteriorating industry fundamentals.

The merger will require shareholders' approval and the blessing of
regulatory authorities in both Canada and the U.S.  Approvals by
the latter could extend the timetable for the merger and
conditions for approval could affect the benefits of the merger.
As the merger moves forward, the financial risks to investors will
become clearer and will be evaluated by Fitch.  Until the merger
is consummated both companies will operate independently and
conduct their financial affairs to reduce debt through available
cash flow and announced asset sales.

Through the third quarter of last year, ABY had total debt
outstanding of almost CDN$4.3 billion, including asset
securitizations.  The company's 12 month rolling EBITDA,
calculated by Fitch, was CDN$563 million.  BOW had $2.4 billion in
debt outstanding at Sept. 30, 2006; 12 month rolling EBITDA was
$379 million.


ACE SECURITIES: Moody's May Lower Ratings on 2 Certificate Classes
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade three classes of certificates from one of the Ace
Securities Corp Home Equity Loan Trust deals from 2005.  The notes
are backed by fixed and adjustable rate subprime collateral, which
is being serviced by Ocwen Federal Bank FSB.

The pool has taken significant losses in recent months.  Moody's
will analyze the credit quality of the pool in order to assess the
likelihood and severity of future losses.

These are the rating actions:

   * ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE3

   * Review for Possible Downgrade

      -- Class M-9, current rating Baa3
      -- Class B-1, current rating Ba1
      -- Class B-2, current rating Ba2


AGY HOLDING: Sales Improves by $10 Million in Fiscal Year 2006
--------------------------------------------------------------
AGY Holding Corp. reported its preliminary, unaudited financial
statements for the year ended Dec. 31, 2006.

Net sales increased $10 million, or 6.2% in 2006 compared to 2005.
Excluding the impact of the Porcher equity incentive, sales
increased by $7.7 million, or 4.7%.

In addition to improved pricing conditions, increased sales to
some of AGY's higher margin markets and applications, including
defense and specialty electronics, resulted in a favorable product
mix compared to last year.

The company's cash balance as of Dec. 31, 2006, was $1.5 million
and the net funded debt has decreased by $11 million since the
acquisition of the company by KAGY Holding Company in April 2006.

Net sales remained flat in the fourth quarter of 2006 compared to
the fourth quarter of 2005.  Excluding the Porcher equity
incentive, sales decreased $1.1 million, or 2.7%.  Demand was down
primarily in the construction market reflecting the slowdown in US
construction markets but this decrease was offset by improved
pricing conditions, increased sales to specialty electronics and
stable sales to defense applications that resulted in a favorable
product mix compared to the same period last year.

                  Labor Agreements Negotiations

The company renegotiated the labor agreements with each of its
unions in the fourth quarter of 2006, reaching a new three-year
agreement with its Huntingdon employees and a three-and-one-half
year agreement with its Aiken employees.  Operations were not
significantly impacted by the approximately one-week work stoppage
initiated by the Huntingdon hourly workers and no sales were
delayed during the quarter as a result of the work stoppage.
Expenses associated with the new labor agreements, excluding non-
recurring signing bonuses, resulted in an increase in cost of
goods sold for the fourth quarter of 2006 of approximately 4%.
The company plans to offset increases in labor costs with
continued efficiency gains and cost reduction, the net result
being a minimal anticipated change in operating expenses.

                        About AGY Holding

Headquartered in Aiken, South Carolina, AGY Holding Corporation --
http://www.agy.com/-- manufactures materials used in automotive,
construction, defense, electronics, aerospace, marine, and
recreation markets.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service's implementation of its Probability-of-
Default and Loss-Given-Default rating methodology for the U.S.
manufacturing sector, the rating agency confirmed its B2 Corporate
Family Rating for AGY Holding, as well as its Caa1 rating on the
company's $45 million Senior Secured 2nd Lien Bank Facilities Due
2013.  The facilities were assigned an LGD5 rating suggesting
creditors will experience an 88% loss in the event of default.

As reported in the Troubled Company Reporter on Oct. 13, 2006
Standard & Poor's Ratings Services revised its outlook on AGY
Holding to negative from stable.  At the same time, S&P affirmed
its B corporate credit rating on AGY.

In addition, S&P assigned its B- rating and a recovery rating of 3
to the company's proposed $175 million second-lien senior secured
notes, indicating that the lenders can expect meaningful recovery
of principal in the event of a payment default.


ALTERNATIVE LOAN: Moody's Assigns B1 Rating to Class 2-B-2 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the Class
2-B-1 Certificates and a B1 rating to the Class 2-B-2 Certificates
issued by Alternative Loan Trust 2006-J7.

These are the rating actions:

   Alternative Loan Trust 2006-J7

Mortgage Pass-Through Certificates, Series 2006-J7

   -- Class 2-B-1, Assigned Ba2
   -- Class 2-B-2, Assigned B1

The Class 2-B-1 and Class 2-B-2 Certificates are being offered in
a privately negotiated transaction without registration under the
1933 Act.  The issuance was designed to permit resale under Rule
144A and, in the case of certain certificates, under Regulation S.


ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the Class
B-1 Certificates issued by Alternative Loan Trust 2006-OA19.

These are the rating actions:

   * Alternative Loan Trust 2006-OA19

   * Mortgage Pass-Through Certificates, Series 2006-OA19

      -- Class B-1, Assigned Ba2

The Class B-1 Certificates are being offered in a privately
negotiated transaction without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A and, in
the case of certain certificates, under Regulation S.


AMTROL INC: Court Sets March 23 General Claims Bar Date
-------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware set 5:00 p.m. on March 23, 2007, as the deadline for
all creditors owed money by Amtrol Inc. and its debtor-affiliates
on account of claims arising prior to Dec. 18, 2006, to file their
proofs of claim.

Proofs of claim must be sent or on or before the March 23 Claims
Bar Date to:

         Amtrol Claims Processing
         c/o Kurtzman Carson Consultants LLC
         12910 Culver Boulevard, Suite I
         Los Angeles, CA 90066

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Mark Daniel Olivere, Esq., Stuart J. Brown, Esq., and
William E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge
LLP, represent the Debtors.  Kara Hammond Coyle, Esq., and Pauline
K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.  The
Debtors' exclusive period to file a chapter 11 reorganization plan
expires on April 17, 2007.


ARI NETWORK: Completes Acquisition of Web Developer OC-Net Inc.
---------------------------------------------------------------
ARI Network Services Inc. has closed the acquisition of OC-Net
Inc.  Terms of the transaction, however, were not disclosed.

"The acquisition of OC-Net is an important next step in expanding
our website development and hosting business in the Power Sports
market" said Brian E. Dearing, chairman and chief executive
officer of ARI.

"Their dealer website product, customer base, corporate custom
website and hosting capabilities are an excellent fit with our
fast-growing Dealer Marketing Services business.

"OC-Net has a strong market position and offers what we believe is
one of the best catalog products in the industry, both in terms of
ease of use and in terms of sales volume generated through their
websites" said Dearing.  The company's user-friendly software
makes it very easy for customers to find and purchase the products
they want, generating increased sales for dealers."

Dearing said the company will maintain OC-Net's office in Cypress
to serve both new and existing customers.  Robert Hipp, the owner
and president of OC-Net, will move into a leadership position to
drive the company's overall Dealer Marketing Services product
strategy.

"OC-Net is thrilled to be joining the ARI family.  As part of a
larger company focused on the opportunity to help Power Sports
dealers, distributors, and manufacturers realize the potential of
the Internet, our skills and experience in delivering state-of-
the-art eCommerce sites will be a potent driver of growth and
customer value for ARI," said Hipp.  "Culturally, it's a great fit
as well.

"The acquisition of OC-Net meets all of our business development
criteria.  It increases our market share, expands our product
portfolio, brings new talent to ARI and will be accretive to
revenue and EBITDA per share within 12 months. It's also a
consolidation move, similar to the approach we used in building
our highly successful electronic parts catalog business," said
Dearing.

Dearing said an added benefit of the acquisition is that ARI will
be able to use its existing deferred tax assets to offset profits
from the new business.  "This tax benefit makes acquisitions that
generate profits even more appealing," he said.

Dearing concluded that the acquisition is a key part of the
company's overall growth strategy.  "Our goal is to become the
market leader in providing technology-enabled services that help
dealers, distributors, and manufacturers in the equipment industry
to build sales and profits.  We are currently the market leader in
electronic parts catalogs for the Outdoor Power and Power Sports
industries, and are rapidly building our Dealer Marketing Service
business in those markets.  We expect to get about half of our
future revenue growth through acquiring companies like OC-Net that
have products that fit our strategy within targeted industry
segments, and then growing them."

                          About OC-Net

Headquartered in Cypress, California, OC-Net Inc. provides website
development and hosting services to the power sports market, which
includes motorcycles, All Terrain Vehicles, snowmobiles, and
personal watercraft.  The company is profitable
with approximately $1.3 million in annual revenues.

                        About ARI Network

ARI Network Services Inc. (OTCBB: ARIS) builds and supports a full
suite of multi-media electronic catalog publishing and viewing
software for the Web or CD and provides expert catalog publishing
and consulting services to 71 equipment manufacturers in the U.S.
and Europe and approximately 29,000 dealers and distributors in 89
countries in a dozen segments of the equipment market including
outdoor power, power sports, ag equipment, recreation vehicle,
floor maintenance, auto, and truck parts aftermarket, marine, and
construction.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006,
ARI Network Services Inc.'s balance sheet at Oct. 31, 2006,
showed total assets of $8.655 million and total liabilities of
$8.671 million, resulting in a shareholders' deficit of $16,000.
The company's shareholders' deficit at July 31, 2006, stood at
$312,000.


BANC OF AMERICA: Fitch Puts Low-B Ratings on $2.1 Million Certs.
----------------------------------------------------------------
Fitch rates Banc of America Funding Corporation mortgage
pass-through certificates, series 2007-1, as:

   -- $381,567,601 classes 1-A-1 through 1-A-29, 1-A-R, 30-IO,
      and 30-PO 'AAA';

   -- $9,170,000 class 1-B-1 'AA';

   -- $2,990,000 class 1-B-2 'A';

   -- $1,794,000 class 1-B-3 'BBB';

   -- $1,197,000 class 1-B-4 'BB'; and

   -- $996,000 class 1-B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.30%
subordination provided by the 2.30% class 1-B-1, the 0.75% class
1-B-2, the 0.45% class 1-B-3, the 0.30% privately offered class 1-
B-4, the 0.25% privately offered class 1-B-5, and the 0.25%
privately offered class 1-B-6.  The ratings on the class 1-B-1, 1-
B-2, 1-B-3, 1-B-4 and 1-B-5 certificates reflect each
certificate's respective level of subordination.  Class 1-B-6 is
not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates:

   -- Class 1-A-12
   -- Class 1-A-15
   -- Class 1-A-16
   -- Class 1-A-21
   -- Class 1-A-22
   -- Class 1-A-24
   -- Class 1-A-25

Exchangeable Certificates:

   -- Class 1-A-2
   -- Class 1-A-3
   -- Class 1-A-4
   -- Class 1-A-13
   -- Class 1-A-14
   -- Class 1-A-17
   -- Class 1-A-18
   -- Class 1-A-19
   -- Class 1-A-20
   -- Class 1-A-23
   -- Class 1-A-26
   -- Class 1-A-27
   -- Class 1-A-28
   -- Class 1-A-29

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.

Offered exchangeable REMIC certificates and exchangeable
certificates in any combination may be exchanged only in the
proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.

The collateral consists of 789 fully amortizing, fixed interest
rate, first lien mortgage loans, with original terms to maturity
of 180 to 360 months.  The aggregate unpaid principal balance of
the pool is $398,712,272 as of Jan. 1, 2006 and the average
principal balance is $505,339.  The weighted average original
loan-to-value ratio of the loan pool is approximately 73.63;
approximately 6.74% of the loans have an OLTV greater than 80%.
The weighted average coupon of the mortgage loans is 6.529% and
the weighted average FICO score is 733.  Cash-out and rate/term
refinance loans represent 20.30% and 25.64% of the loan pool,
respectively.  The states that represent the largest geographic
concentration are Texas, California, Florida, New York  and North
Caroline.  All other states have a concentration of less than
5.0%.

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

BAFC, a special purpose corporation, purchased the mortgage loans
from Bank of America, National Association; Wells Fargo Bank,
National Association; and National City Mortgage Co., and
deposited the loans in the trust, which issued the certificates,
representing undivided beneficial ownership in the trust.  All
other originators are less than 5% of the mortgage pool.  Wells
Fargo Bank N.A. will serve as master servicer and as securities
administrator. U.S. Bank, N.A. will serve as trustee.  For federal
income tax purposes, elections will be made to treat the trust as
multiple real estate mortgage investment conduits.


BARWOOD INC: Files for Chapter 11 Protection in Maryland
--------------------------------------------------------
Barwood Inc. and its five of its affiliates filed voluntary
chapter 11 petitions with the U.S. Bankruptcy Court for the
District of Maryland Monday.

The affiliates included in the filing were:

         * Blue Star Group, Inc.
         * Checker Transportation Company, Inc.
         * City Lease, Inc.
         * Fleet Tech, Inc.
         * Silver Spring Transportation Company

In documents submitted to the Court, the company discloses that
its filing was triggered by two primary events, a result of a
legislative action and a litigation.

                       Legislative Action

The company relates in November 2003, the Washington Post ran a
series of articles critical of the Montgomery County taxicab
industry in general, the County Executive, who is responsible for
regulating the taxicab industry, and the company and its
affiliates in particular.

The company says that as a direct result of these articles, the
County Executive signed into law, effective March 1, 2005,
revisions to the Montgomery County Code that resulted in a
complete overhaul of the local laws governing taxicabs.

This new legislation had significant adverse impact on the company
by:

    (a) severely restricting the sale or transfer of licenses;

    (b) limiting the acquisition of new licenses;

    (c) requiring an extensive compilation of statistical data;

    (d) eliminating temporary operator licenses; and

    (e) setting more rigorous standards for eligible taxicab
        operators.

                           Litigation

The company discloses that on Oct. 13, 2006, a District of
Columbia jury awarded a former customer, who was seriously injured
in a collision, damages in excess of $3 Million against Barwood,
Inc., City Lease, Inc. and the Washington Metropolitan Area
Transit Authority.  The company says that post-trial motions are
pending.

Barwood Inc. -- http://www.barwoodinc.com/-- operates a taxi
company in the Montgomery County with 270 Passenger Vehicle
Licenses.  Blue Star Group, Inc. is the employer and paymaster for
all of the company's employees.  Silver Spring Transportation
Company, was acquired from a former competitor in 1992 which is
the holder of 75 PVLs and operates under the Barwood company logo.
Checker Transportation Company, Inc., which was acquired from a
former competitor in 1993, is the holder of 15 PVLs and operates
under the Barwood company logo.  City Lease, Inc. owns the
equipment used by the company and its affiliates in their taxi
businesses.  Fleet Tech, Inc. operates the company's maintenance
facility used to service the taxi fleet of all of the Debtors.


BARWOOD INC: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Barwood, Inc.
             4900 Nicholson Court
             Kensington, MD 20895

Bankruptcy Case No.: 07-10860

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Blue Star Group, Inc.                      07-10862
      Checker Transportation Company, Inc.       07-10863
      City Lease, Inc.                           07-10864
      Fleet Tech, Inc.                           07-10867
      Silver Spring Transportation Company       07-10868

Type of Business: The Debtor operates a taxi company in the
                  Montgomery County with 270 Passenger Vehicle
                  Licenses.  Blue Star Group, Inc. is the employer
                  and paymaster for all of the company's
                  employees.  Silver Spring Transportation
                  Company, was acquired from a former competitor
                  in 1992 which is the holder of 75 PVLs and
                  operates under the Barwood company logo.
                  Checker Transportation Company, Inc., which was
                  acquired from a former competitor in 1993, is
                  the holder of 15 PVLs and operates under the
                  Barwood company logo.  City Lease, Inc. owns the
                  equipment used by the company and its affiliates
                  in their taxi businesses.  Fleet Tech, Inc.
                  operates the company's maintenance facility used
                  to service the taxi fleet of all of the Debtors.

                  See http://www.barwoodinc.com/

Chapter 11 Petition Date: January 29, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtors' Counsel: Alan M. Grochal, Esq.
                  Alan Grochal, Esq.
                  Catherine A. Keller, Esq.
                  Heather Kelly Evler, Esq.
                  Tydings and Rosenberg
                  100 East Pratt Street, Floor 26
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460

Debtors' Financial Condition as of Jan. 19, 2007:

                                   Total Assets      Total Debts
                                   ------------      -----------
Barwood, Inc.                        $5,405,916       $6,840,607

Blue Star Group, Inc.                $1,354,071       $5,116,257

Checker Transportation                       $0       $4,985,504
  Company, Inc.

City Lease, Inc.                     $1,621,318       $6,485,504

Fleet Tech, Inc.                       $208,903       $5,245,694

Silver Spring Transportation                 $0       $4,986,040
  Company

A. Barwood, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Katherine Pardee                                   $1,500,000
   c/o Joel Finkelstein, Esquire
   2816 Brandywine Street, Northwest
   Washington, DC 20008

   Mulhern, Paterson & Marshall                          $64,075
   451 Hungerford Drive, #200
   Rockville, MD 20850

   Thompson, Greenspon & Co., PA                         $47,750
   4035 Ridge Top Road, #700
   Fairfax, VA 22030

   Verizon Directories Corp                              $41,356
   Attn: Accounts Receivable Dept.
   P.O. Box 619009
   DFW Airport
   Dallas, TX 75261

   Penta, LLC                                            $34,000

   Shulman Rogers Gandal Pordy & Ecker, P.A              $30,012

   Yellow Book USA                                       $16,272

   Clark, C.                                             $15,938

   Edison Case                                           $14,194

   Knuble, Michael                                        $9,119

   Ferrufino                                              $8,539

   Rose, Bruce                                            $8,500

   Deleva, David                                          $8,389

   Yuting, Wu                                             $7,500

   Mindell Bricken                                        $7,200

   Deiter, Dettke                                         $7,002

   Barsky, Catherine                                      $7,000

   Aguilar, David                                         $6,500

   US Lec Corp                                            $5,891

   Francisco, Lizama                                      $5,000


B. Blue Star Group, Inc.'s 2 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Early, Cassidy & Shilling, Inc.                      $125,223
   1375 Piccard Drive
   Rockville, MD 20850

   Ceridian Benefits Services                               $150
   P.O. Box 10989
   Newark, NJ 07193

C. Checker Transportation Company does not have any unsecured
   creditors who are not insiders.

D. City Lease, Inc.'s Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Katherine Pardee                                   $1,500,000
   c/o Joel Finkelstein, Esquire
   2816 Brandywine Street, Northwest
   Washington, DC 20008

E. Fleet Tech, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Ourisman Ford, Inc.                                   $65,301
   10401 Motor City Drive
   Bethesda, MD 20817

   Glen Burnie Automatic Transmission                    $29,629
   7168 Ritchie Highway
   Glen Burnie, MD 21061

   The Best Battery Co., Inc.                            $20,764
   4015 Fleet Street
   Baltimore, MD 21224

   Ultimate Towing & Recovery                            $20,154

   DMP Auto Parts                                        $18,629

   NTB (STG Commercial Credit)                           $15,438

   Area Auto Parts, Inc.                                 $15,397

   Chesapeake Petroleum & Supply                         $14,333

   Cintas Frederick                                       $8,968

   MelJule Auto Supply                                    $8,068

   Beltway Used Auto Parts, LLC                           $6,115

   Auto Glass Service                                     $5,512

   Ourisman Wheaton Plaza Chevy                           $4,809

   Mattos, Inc.                                           $4,015

   Academy Door Co.                                       $3,253

   7901 Kincannon Place                                   $3,253

   Condon's Auto Parts, Inc.                              $2,550

   MidState Oil Refining LLC                              $2,150

   A&R Auto Parts                                         $2,150

   Fitzgerald Subaru                                      $1,360

   Rockville Used Auto Parts                              $1,155


F. Silver Spring Transportation Company's Largest Unsecured
   Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Storage Village - Self Storage                           $536
   4950 Nicholson Court
   Kensington, MD 20895


BEAR STEARNS: Fitch Holds Junk Rating on $2.4 Mil. Class L Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Bear Stearns Commercial Mortgage
Securities, commercial mortgage pass-through certificates, series
1999-WF2, as:

   -- $27.0 million class E to 'AA+' from 'AA-';
   -- $10.8 million class F to 'AA' from 'A+'; and,
   -- $21.6 million class G to 'A-' from 'BBB+'.

Fitch also affirms the following classes:

   -- $9 million class A-1 at 'AAA';
   -- $525.8 million class A-2 at 'AAA';
   -- Interest only class X at 'AAA';
   -- $43.2 million class B at 'AAA';
   -- $43.2 million class C at 'AAA';
   -- $10.8 million class D at 'AAA';
   -- $16.2 million class H at 'BBB-';
   -- $8.1 million class I at 'BB';
   -- $9.5 million class J at 'B+'; and,
   -- $10.8 million class K at 'B-'.

The $2.4 million class L remains 'C/DR5'.

The rating upgrades reflect the increased credit enhancement due
to loan payoffs, scheduled amortization, as well as the additional
defeasance of 32 loans since Fitch's last rating action.  As of
the January 2007 distribution date, the pool's aggregate balance
has been reduced 31.7%, to $738.5 million from $1.08 billion at
issuance.  In total, 46 loans have defeased, including two top ten
loans.

Currently, there are no delinquent or specially serviced loans.


BEAZER HOMES: Posts $59 Million Net Loss in 2006 Fiscal Year
------------------------------------------------------------
Beazer Homes USA Inc. reported a $59 million net loss on
$803 million of net revenues for the fiscal year ended Dec. 31,
2006, compared to an $89.9 million net loss on $1.1 billion of net
revenues in the prior year.

"Operating conditions remained extremely challenging for the
housing industry during our first quarter of fiscal 2007" said
President and Chief Executive Officer, Ian J. McCarthy.

"Most markets across the country continue to experience lower
levels of demand for new homes, high cancellation rates and
significant levels of discounting.  At this point, we have yet to
see any meaningful evidence of a sustainable recovery in the
housing market, although we would expect to gain a better read on
the market as the traditional spring selling season gets
underway."

Total home closings of 2,660 during the first quarter were 31%
below the prior fiscal year's first quarter record.  Net new home
orders totaled 1,779 homes for the quarter, a decline of 54% from
the first quarter record of the prior fiscal year, resulting from
both reduced demand across the company's markets and a higher rate
of cancellations at 43%, compared to a more historically normal
level of cancellations at 26% in the prior year's first quarter.
However, the cancellation rate was lower sequentially from 57% in
the fourth quarter of fiscal 2006.

"During the first quarter, historically our weakest in terms of
new orders and closings, we prioritized those initiatives aimed at
both strengthening our financial capabilities and positioning us
for an anticipated increase in activity as we enter the spring
selling season.  These initiatives include implementing overhead
reductions, converting existing backlog into closings and reducing
unsold home inventories," Mr. McCarthy continued.

"We believe this disciplined approach, coupled with our broad
geographic and product diversity, will position us well for a
continuing difficult market environment and the eventual upturn.
We maintain that the long-term industry fundamentals, based on
demographic driven demand and employment trends, together with
further supply constraints, remain compelling.

"We remain focused on reducing costs throughout our business and
enhancing liquidity as this challenging business environment
continues," said James O'Leary, Executive Vice President and Chief
Financial Officer.

"We have aligned our overhead structure with our reduced volume
expectations in fiscal 2007.  We have proactively reduced our
controlled lot count by over 20% compared to the prior year, by
eliminating non-strategic positions to align our land supply with
our current expectations for home closings.  These steps are
intended to maintain our strong balance sheet and liquidity so
that we are in a position to capitalize on those future
opportunities that will generate meaningfully higher returns when
the housing market recovers."

During the first quarter, operating margin was negatively impacted
by higher market driven sales incentives and reduced revenue as
compared to the same period a year ago.  In addition, the Company
incurred pre-tax charges to abandon land option contracts and to
recognize inventory impairments of $25.2 million and $94.7
million, respectively.  As previously disclosed, the Company also
incurred approximately $4.0 million in severance costs during the
first quarter of fiscal 2007 related to the alignment of its
overhead structure.

                        Fiscal 2007 Outlook

The current market environment continues to be characterized by
weak demand, with heavy discounting required to drive meaningful
sales volume.  While this could improve as the year progresses,
the Company currently believes that the low end of its previously
announced outlook of 12,000 to 13,500 closings is now a more
reasonable target in fiscal 2007. At this level of closings and
the current conditions in the marketplace, the Company currently
expects fiscal 2007 diluted earnings per share to be in the range
of $1.25 to $1.50 prior to any impact of inventory impairments and
abandonment of land option contracts.

During this period, the company will focus on maintaining balance
sheet strength, continue to reduce costs, and maximize its
financial resources to better position the company to take
advantage of those opportunities that will arise when conditions
stabilize.  Steps taken to date to align the company's cost
structure with the current environment are consistent with the
Company's goal to be in the top quartile of its peer group with
respect to margins and returns.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?192d

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service affirmed Beazer Homes USA Inc.'s Ba1
corporate family rating and Ba1 ratings on the company's senior
notes.  Moody's said the ratings outlook was changed to negative
from stable.


BEST MANUFACTURING: Wants to Sell All Remaining Assets
------------------------------------------------------
Best Manufacturing Group LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey for authority
to sell substantially all of its remaining assets at an auction.

The remaining assets include, but are not limited to:

    -- all inventory and accounts receivable;

    -- the shares of Crowntex, X-Etra and Maysun Land Limited,
       owned by Best:Artex; and

    -- the Owned Real Property.

The Debtors remind the Court that it had previously sold it Image
and Baker Divisions in 2006.

The Debtors tell the Court that they conducted a strategic
analysis and prepared various models for a stand-alone plan of
reorganization based on their core "Institutional Business."

The Debtors disclose that all plan models showed that they
required a significant investment of new capital and that it would
be extremely difficult to propose a plan of reorganization that
would be supported by the DIP Agents and all the DIP Lenders.

The Debtors further disclose that partially as a result of the of
the substantial fees and expenses associated with the Chapter 11
process, including substantial professional fees, the value of the
DIP Agents and DIP Lenders' collateral was decreasing.  The
Debtors believe that unless they could reach an agreement to sell
the remainder of their business, there was significant risk that
the DIP Agents would call a default under the DIP Loan.

The Debtors also concluded, among other things, that:

    * there are substantial risks associated with continuing the
      Debtors' business beyond the DIP Maturity Date because,
      among other things, the Debtors cannot live off of their
      cash collateral long term and might have difficulty
      obtaining the use of cash collateral over the DIP Agents'
      objection, and certainly could not afford such a fight;

    * the Debtors' customers are anxious to hear how the Debtors'
      Chapter 11 case would be resolved and thus are "holding
      back" orders for the spring season and shifting them to one
      or more of the Debtors' competitors; and

    * the Debtors are not prepared to address, in any meaningful
      way, the deadline by which they had to assume or reject
      their commercial property leases.

The Debtors relate that it has entered in an Asset Purchase
Agreement with Best Textiles International Ltd. regarding the sale
of their remaining assets, subject to better and higher offers.

Pursuant to the APA:

    (a) Best Textiles will purchase the remaining assets for
        $35 million;

    (b) Best Textiles will assume certain liabilities; and

    (c) the Debtors will assume and assign to Best Textiles
        certain executory contracts and unexpired leases.

The Debtors also ask the Court for authority to pay Best Textiles
up to $1.5 million as break-up fee and expense reimbursement as
the stalking horse bidder.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represents the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


BEST MANUFACTURING: Court Extends Investigation Termination Date
----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey approved the Official Committee of
Unsecured Creditors of Best Manufacturing Group LLC and its
debtor-affiliates' request to have the investigation termination
date under the Court's debtor-in-possession financing order
extended until Feb. 28, 2007.

The Committee tells the Court that pursuant to paragraph 29 of the
DIP financing Order, it was entitled to investigate the validity
and enforceability of each prepetition agent's lien and security
interests held and the obligations arising under prepetition loan
documents.

The Termination Date was currently set for Jan. 31, 2007.
Although the Lenders had agreed to extend the date to Feb. 11,
2007, the Committee believes that the extension was insufficient.

The Committee contends that it has yet to conclude its analysis of
the prepetition loan documents, which involved over 50 documents
and over 1,500 pages of documentation.

The Committee reminds the Court that it had proceeded with
discovery from the Lenders and served the DIP Agents with Rule
2004 subpoenas.  On Nov. 22, 2006, the Committee and the DIP
Agents later entered into a stipulation extending the termination
date to Jan. 31, 2007.  The Committee withdrew the subpoenas
issued pursuant to the stipulation.

After numerous discussions, the DIP Agents agreed to provide the
Committee with some, but not all, of the requested discovery by
Jan. 15, 2007.  The Committee contends that whatever the DIP
Agents produce, it will need additional time to review these
documents and conclude its investigation.

The Committee further discloses that it also served 2004 subpoenas
to the Debtors and its crisis manager, Glass & Associates Inc.
The Committee says it agreed to extend the Debtor' and Glass
Associates' time to respond to the subpoenas and argues that the
Feb. 11, 2007, extension agreed by the Lenders was not sufficient.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represents the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


BLACK BULL: Terminates Sales Agreement with U.S. Silica
-------------------------------------------------------
Black Bull Resources Inc. is proceeding to terminate its U.S.
Silica Company sales agreement for non-performance.  In light of
discouraging sales results achieved by U.S. Silica, the company is
notifying USS of termination.  Discussions are underway with U.S.
Silica regarding resolution of the issues arising from these
activities.

                 Selected 4th Quarter 2006 Updates

In its quarterly financial statements for the three-month period
ended Dec. 31, 2006, the company related that it intends to raise
$850,000 from a private placement for convertible debentures
bearing interest at the rate of 12% per annum, maturing in 12
months, and convertible into common shares of Black Bull at a
conversion rate of $0.15.  Black Bull anticipates closing the
private placement by mid-February.  The company has received
conditional regulatory approval for the private placement.

The company also intends to hire a permanent CEO and sales staff,
while the Board of Directors develops and staffs a new
organization plan for the business.

                         About Black Bull

Based in Shelburne, Nova Scotia, Black Bull Resources Inc. (TSX
VENTURE:BBS) -- http://www.blackbullresources.com/-- is a
Canadian mining company that operates the White Rock Mine near
Shelburne.  The mine produces a bright-white, high-purity quartz,
marketed under the Scotia White trademark which is used in a range
of value-added, specialty products.  The White Rock Property also
contains an identified resource of kaolin and mica which the
company plans to further develop.

                          *     *     *

In its interim, annual financial statements for the fiscal year
ended June 30, 2006, Black Bull reported that it had not yet
achieved profitable operations and has incurred significant
operating losses over the past eight fiscal quarters including
$2,110,141 in the current fiscal year to date.  The company's
management noted that, if the trend continues, the current working
capital is not sufficient to sustain itself for the next 12
months.

In addition, the company says it requires capital expansion to
increase plant utilization and product quality to reach levels for
profitable operations.


BOWATER INC: Abitibi Merger Should Raise "Alarm Bells", CEP Says
----------------------------------------------------------------
The announced merger of Abitibi-Consolidated Inc. and Bowater Inc.
should raise "alarm bells" in government and community circles,
says Communications, Energy, and Paperworkers Union of Canada.

The 150,000 member CEP, Canada's largest union of forest industry
workers, expressed concern that the merger may lead to more
devastation in dozens of already hard hit forest communities
across the country.

"This announcement is yet one more reason for Prime Minister
Harper to immediately convene a national summit of all
stakeholders to discuss the future of the forestry sector," CEP
President Dave Coles said.

"There are many issues underlying this announced merger which
should raise alarm bells in Ottawa," he said.  "Our forest based
industries and communities are already in crisis with the loss of
some 10,000 jobs over the past few years.

"Our history with mergers and acquisitions has been that so called
'synergies' really mean more mill closures, job losses and
devastation in our communities.

"We intend to meet with these companies to avoid a repeat of that
history.  We intend to fight for investment in the sector to save
and expand jobs," Mr. Coles added.

So far, he noted, that neither Abitibi-Consolidated nor Bowater
have been clear about any future new investment plans in the
sector and in fact, say their merger will create synergies of
$250 million.

"All Canadians have a stake in what is going on and deserve to
know that this merger meets the test of broad public interest,"
Mr. Coles said.

"The forests are one of Canada's greatest publicly owned natural
resources, and we think Prime Minister Harper needs to force the
industry's hand in clarifying their plans."

                  About Abitibi-Consolidated Inc.

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

                    About Bowater Incorporated

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

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Dominion Bond Rating Service placed the ratings of Abitibi-
Consolidated Inc.'s notes at Positive BB (low) under review;
Abitibi-Consolidated Company of Canada's senior unsecured debt at
Positive BB (low) under review; Bowater Inc.'s issuer rating at
Positive BB (low) under review; and Bowater Canadian Forest
Products Inc.'s senior debentures at Positive BB (low) under
review with Positive Implications.

As reported in the Troubled Company Reporter on Jan. 30, 2007,
Moody's Investors Service affirmed Bowater Incorporated's B1
corporate family, B2 senior unsecured and SGL-2 speculative grade
liquidity ratings but revised the outlook to developing from
stable.


BOWATER INC: Merger Plan Cues Fitch to Rate Secured Debt at BB-
---------------------------------------------------------------
Fitch has placed the ratings of Abitibi Consolidated Inc. and
Bowater Inc. on Rating Watch Positive and Evolving, respectively,
after the companies' joint report of an intent to merge in an all
stock transaction.

Fitch rates ABY's debt as:

   -- Issuer Default Rate 'B+';
   -- Senior unsecured debt 'B+/RR4'; and,
   -- Secured bank debt 'BB-/RR3'.

Fitch rates BOW's debt as follows:

   -- Issuer Default Rate 'BB-';
   -- Senior unsecured debt 'BB-'; and,
   -- Secured bank debt 'BB'.

ABY and BOW have overlapping footprints in newsprint and
supercalendered papers and lumber.  ABY makes and sells about
3.4 million metric tonnes of newsprint per year compared to BOW's
2.2 million metric tonnes.

Both companies make specialty and supercalendered grades, and each
manufactures lumber in Canada.  In addition BOW makes light-weight
coated grades of paper, primarily at its newly converted mill in
Catawba, South Carolina and manufactures and sells about one
million metric tonnes of market pulp per year.

Fitch believes the merger is a positive step forward for both
companies.   Paper mill locations are complementary and lend
support to an estimated $250 million in cost synergies to be
gained by employing the 'best practices' of each.  These encompass
not only manufacturing but also procurement and delivery and
extend to lumber operations as well.

Moreover, the combination will provide the companies a stronger
platform to compete in the challenging newsprint industry, which
witnessed a 6.3% decline in consumption last year.  It will also
help address cost inflation, which is largely responsible for last
year's record high newsprint prices.  The consolidation will allow
the Number 1 and Number 2 newsprint producers on the continent to
find collaborative solutions that deal with North America's shift
to the internet for information, likely at more reasonable costs
than if each were to forge ahead independently.  Offsetting the
positive aspects of the merger is the high leverage of both
companies amid deteriorating industry fundamentals.

The merger will require shareholders' approval and the blessing of
regulatory authorities in both Canada and the U.S.  Approvals by
the latter could extend the timetable for the merger and
conditions for approval could affect the benefits of the merger.
As the merger moves forward, the financial risks to investors will
become clearer and will be evaluated by Fitch.  Until the merger
is consummated both companies will operate independently and
conduct their financial affairs to reduce debt through available
cash flow and announced asset sales.

Through the third quarter of last year, ABY had total debt
outstanding of almost CDN$4.3 billion, including asset
securitizations.  The company's 12 month rolling EBITDA,
calculated by Fitch, was CDN$563 million.  BOW had $2.4 billion in
debt outstanding at Sept. 30, 2006; 12 month rolling EBITDA was
$379 million.


BUFFALO COAL: Completes Sale of Selected Assets to Int'l Coal Unit
------------------------------------------------------------------
International Coal Group, Inc.'s Vindex Energy subsidiary has
completed the purchase of selected assets of Buffalo Coal Company.
The purchased assets include coal reserves, a coal preparation
plant and a rail load-out facility near Mount Storm, West
Virginia.

Vindex Energy's $5 million bid for those assets was approved by
the U.S. Bankruptcy Court for the Northern District of West
Virginia on Dec. 8, 2006.

"The assets acquired in the Buffalo Coal Company bankruptcy have
important synergies with our existing Vindex operations," said Ben
Hatfield, President and CEO of ICG.  "Securing ownership of the
rail load-out is a particular enhancement to current operations
because that facility provides critical access to markets for
metallurgical coal sales.  Additionally, the coal reserves
complement our current holdings in that region and are expected to
be developed in conjunction with the existing Vindex operations."

                    About International Coal

ICG is a leading producer of coal in Northern and Central
Appalachia and the Illinois Basin. The Company has 11 active
mining complexes, of which 10 are located in Northern and Central
Appalachia and one in Central Illinois. ICG's mining operations
and reserves are strategically located to serve utility,
metallurgical and industrial customers throughout the Eastern
United States.

                       About Buffalo Coal

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate originally
filed under chapter 7 on July 24, 2006, and was converted to a
case under chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V. Case No.
06-00625).  James R. Christie, Esq., at Clarksburg, West Virginia,
represents Barton Mining.


CALIFORNIA STEEL: Earns $109 Mil. in 2006 & $8.4 Mil. in 4th Qtr.
-----------------------------------------------------------------
California Steel Industries Inc. reported record net sales
of $1.36 billion for the year ended Dec. 31, 2006, a 10% increase
over 2005.  Net income for the year is $109 million.  Sales during
fourth quarter 2006 were $309.4 million, with net income of
$8.4 million.

The company's shipments for the year totaled 1.93 million net
tons, 6% higher than in 2005.  During the quarter, the company
shipped 409,749 net tons.

The company's average sales price increased over 20% during fourth
quarter 2006 compared to fourth quarter 2005, although virtually
unchanged when compared to third quarter 2006.  The average sales
price for the year was 3% higher than in 2005.

"2006 was a good, solid year for California Steel, and we are
extremely pleased with our results" said Masakazu Kurushima,
President and Chief Executive Officer.

"Market conditions for both pipe and galvanized products were
particularly strong, and our operations team stepped up to meet
the demand from our customers," he continued.  "We achieved new
records in both production and shipments in these value-added
products."

Operating profit per ton was $96 in 2006, compared to the
$49 per ton realized in 2005; operating margin was 14% and 7%,
respectively.

EBITDA for the year was $213.8 million, the second best in the
company's history, substantially higher than 2005's $118.8.  For
the quarter, EBITDA was $22 million, down from fourth quarter
2005's level of $38 million.

The company's capital expenditures during the year were
$33.2 million, including $17.5 million expended during fourth
quarter.

The balance under the company's revolving credit agreement
was zero as of Dec. 31, 2006, with availability of over
$108.8 million.  The company had a cash balance of $5.6 million.

Headquartered in Fontana, Calif., California Steel Industries
produces flat rolled steel products in the western United States
based on tonnage billed, with a broad range of products, including
hot rolled, cold rolled, and galvanized sheet and electric
resistant welded pipe.  The company has about 1,000 employees.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for
California Steel Industries Inc. and its Ba3 rating on the
company's $150 million issue of 6.125% senior unsecured global
notes due 2014.  Moody's also assigned an LGD5 rating to those
loans, suggesting noteholders will experience a 71% loss in the
event of a default.


CALPINE CORP: Inks Agreement w/ Harbinger to Increase Price Offer
-----------------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, and HCP Acquisition Inc., a subsidiary
of Harbinger Capital Partners, have entered into a definitive
support agreement under which Harbinger has agreed to amend the
terms of its previously announced take-over bid to, among other
things, increase the offer price to $13.00 in cash per trust unit
of the Fund.

Under the agreement, the Board of Trustees recommends that
unitholders accept the Revised Harbinger Offer.  The increased
offer price of $13.00 per trust unit represents a premium of 24.4%
compared with the closing price of $10.45 for the Fund's trust
units on Dec. 19, 2006, the day prior to the initial Harbinger
bid, and an increase of 6.1% compared with the initial Harbinger
bid of $12.25.

Following an extensive review of strategic alternatives, the Board
of Trustees has determined that the Revised Harbinger Offer is
fair to unitholders of the Fund and in the best interests of the
Fund and its unitholders, and is recommending that the Fund's
unitholders accept the Revised Harbinger Offer.  The Trustees'
financial advisor, BMO Capital Markets, has provided an opinion
that the consideration to be received under the Revised Harbinger
Offer is fair, from a financial point of view, to unitholders
other than Harbinger.

Harbinger's obligation to make the Revised Harbinger Offer is
conditional upon approval by the Court of either a Fund supported
bid made by Harbinger, or a bid by the Fund, to purchase the
contracts to manage the Fund and operate certain of its facilities
that are currently held by Calpine Canada Power Ltd., a subsidiary
of insolvent Calpine Corporation of San Jose, California.
Separate unsupported bids have been made by Harbinger previously
and by a third party, which bids remain outstanding.

Court approval is required as part of the insolvency and
reorganization proceedings involving certain of Calpine's Canadian
affiliates, including CCPL.  The bids for the management
agreements also include, among other things, offers to purchase
from CCPL its 30% subordinated ownership interest in Calpine
Power, L.P., a limited partnership in which the Fund has a 70%
priority ownership interest.

Harbinger has agreed to file and mail a Notice of Change amending
the offer, and the Board of Trustees expects to file and mail an
amended Trustees' Circular to unitholders recommending that
unitholders accept the Revised Harbinger Offer.  The Revised
Harbinger Offer will be open for acceptance for at least 10 days
following the mailing of the Notice of Change, and specific
details concerning the expiry time of the Revised Harbinger Offer
will be contained in the Notice of Change.

Completion of the Revised Harbinger Offer is subject to certain
conditions, including, among other things, a sufficient number of
the Fund's trust units being tendered to the offer such that
Harbinger would own at least 66 2/3% of the outstanding trust
units, receipt of all necessary regulatory approvals and no
material adverse changes concerning the Fund.  Under the terms of
the support agreement, the Fund has agreed to defer the separation
time of the rights issued under the Fund's unitholder rights plan
in respect of the Revised Harbinger Offer and to waive, suspend
the operation of or otherwise render the rights plan inoperative
against the Revised Harbinger Offer.

The support agreement provides that Harbinger has the right to
match any offer made by another bidder and also provides for the
payment of a fee to Harbinger by the Fund of $23.3 million under
certain circumstances if the Revised Harbinger Offer is not
completed.

                  About Calpine Power Income Fund

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

                        About Calpine Corp.

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

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

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


CALPINE CORP: Harbinger Clarifies Calpine Power January 22 Offer
----------------------------------------------------------------
Harbinger Capital Partners submitted a letter on Jan. 27, 2007, to
Neil Narfason, Senior Vice-President of Ernst & Young Inc., in its
capacity as Monitor to clarify its original offer to acquire the
Class B Units of Calpine Power, L.P. and Certain Contracts held by
Calpine Canada Power Ltd.

In his letter, Howard Kagan, Director of HCP Acquisition Inc.,
recalls that on Jan. 16, 2007, HCP Acquisition submitted an offer
to Ernst & Young Inc.  The original Offer was amended and
clarified by a letter dated Jan. 22, 2007 from HCP to the Monitor.

The sales, transfers and assignments of the Class B Units and the
Contracts to HCP require certain consents by the general partner
of CLP, the Fund and affiliates of the Fund.  In order to
facilitate completion of the transactions contemplated by the
Revised Offer, HCP has entered into a support agreement with the
Fund and CCT to obtain the Fund's agreement to provide, and to
cause its affiliates, including the general partner of CLP to
provide, the required consents to the sales, transfers and
assignments of the Class B Units and the Contracts to HCP in
consideration for HCP increasing the price of its take-over Bid to
$13.00 per Unit.

The Support Agreement also provides that the Fund and CCT and any
of their respective affiliates agree, in accordance with its
terms, that they shall not make or announce any intention to make
a competing bid for any of the Fund-related Assets or that is
otherwise inconsistent with or may have an adverse effect on the
transactions contemplated by the Final Offer or the Fund's Offer,
including without limitation making or proposing any amendment or
modification to the Fund's Offer or any of the definitive
documentation relating thereto, and, at the request of HCP, will
oppose and not consent to any other bids that are inconsistent
with or may have an adverse effect on the completion of the
transactions contemplated by this Final Offer or the Fund's Offer.

As a result, HCP has provided the amendments and clarifications to
the Revised Offer:

A. Consideration

The aggregate cash purchase price that HCP will pay for the Class
B Units and the Contracts is CDN135 million.

There is no increased consideration.

B. Withdrawal

The Final Offer cannot be withdrawn by HCP without the permission
of the Monitor before the earlier of:

   (a) February 16, 2007;

   (b) the Court of Queen's Bench of Alberta in Calgary approving
       an alternate proposal and the transaction contemplated by
       that alternate proposal being completed; and

   (c) HCP making a replacement offer for the Fund-related
       Assets which the Monitor concludes is superior to
       the Final Offer.

C. Conditions

The Final Offer is conditional on:

   (a) the execution and delivery of the documents to complete
       the purchase and sale of the Fund-related Assets pursuant
       to this Final Offer in form and content and on terms
       satisfactory to HCP, acting reasonably; and

   (b) an order of the Court approving and giving effect to the
       transactions contemplated herein.

The Final Offer is not conditional on any regulatory approvals
being obtained or HCP receiving or being satisfied with the terms
of the Settlement Agreement.

Also, if third party consents, other than from the Fund and its
affiliates, are not obtained for assignment of the Island O&M
Agreement HCP will nonetheless close the transactions contemplated
by the Final Offer if commercially reasonable arrangements are
made to have CCPL continue to perform under the Island O&M
Agreement with HCP as a subcontractor or in some other similar
capacity.

D. The Court Order

The Court order referred to in Section 3(b) shall give effect to
the transactions contemplated herein, including by ordering:

   (a) that the stay in the CCAA proceedings involving the
       Applicants and the CCAA Parties is lifted for the limited
       purpose of permitting the transactions contemplated herein
       to take place and close.

   (b) that, on Closing, the Court approves and directs that all
       right, title and interest in and to the Fund-related
       Assets shall vest in HCP free and clear of all
       liens, charges and encumbrances (except for disputes and
       claims being brought for Contract termination, breach or
       damages, other than arising out of or relating to defaults
       due to insolvency or any other matter whatsoever in
       relation to the CCAA proceedings) and notwithstanding any
       and all material consent rights which might otherwise
       apply, which consent rights shall be permanently stayed or
       discharged with respect to the transactions provided for
       herein;

   (c) the permanent stay, injunction, discharge or dismissal of
       any and all claims for termination of the Contracts for
       default due to insolvency or any other matter whatsoever
       relating to or arising out of the CCAA proceedings and
       continuance of the stay of the balance of the Termination
       Application;

   (d) that, to the extent necessary, the Court shall seek the
       aid and assistance of other courts of competent
       jurisdiction to give effect to the transactions
       contemplated herein;

   (e) that the order granted by the Court is subject to any
       further order of the Court pursuant to s. 11(4)(c) of the
       CCAA; and

   (f) such further and other terms and conditions as may be
       required or desirable to give full force and effect to the
       transactions contemplated herein.

In the event that the Court approves this Final Offer subject to
HCP obtaining a further order of the Court to approve and direct
the said transfers and assignments as contemplated herein, HCP
covenants to file such application forthwith and to diligently
prosecute the same on an expedited basis to final resolution.

For greater certainty HCP confirms that the Court order referred
to in Section 3(b) may include arrangements between CCPL and HCP
for a reasonable transition period in relation to the performance
of CLP's obligations under the Contracts.

Whether or not HCP is successful in acquiring the Units pursuant
to the Take-over Bid or otherwise, HCP commits to settle with CCPL
and the Monitor the documentation and the form of order promptly
following the Court's approval of the Final Offer.

E. If the conditions to the Final Offer are satisfied or waived,
   the Closing will occur on the earlier of:

   (a) the business day immediately following the day that
       HCP acquires all of the outstanding Units of the
       Fund, including pursuant to the Take-over Bid and related
       transactions; and

   (b) the first day on or after February 28, 2007 when either
       HCP obtains all material consents for the
       transfer and assignment of the Fund-related Assets to
       HCP, including but not limited to consents of the
       British Columbia Hydro and Power Authority under any
       agreement involving the Fund, CCT, CLP or their
       affiliates, or the Court orders the sale, transfer and
       assignment of the Fund-related Assets to HCP and
       stays or discharges any such third party consents
       associated therewith; in both cases on terms satisfactory
       to HCP.

F. If the Closing occurs after HCP acquires all of the outstanding
Units of the Fund, HCP will be entitled, at its option, to cause
the Class B Units to be redeemed and the Contracts to be
cancelled, on commercially reasonable arrangements being put in
place to address the subject matter thereof, rather than being
transferred and assigned to HCP.

G. Section 6 of HCP's January 22, 2007 letter regarding the need
for consents of the Fund or its affiliates is no longer applicable
due to the undertakings of the Fund and CCT in the Support
Agreement.

H. Litigation Proceedings

HCP will assume the risks of Contract termination, breaches and
damages claims (other than for default due to insolvency) as well
as those other liabilities of CCPL which the Court determines
exist under those Contracts, along with the cost of any litigation
associated therewith.  Of course, HCP believes that it will
prevail over the Fund in these disputes.

On Closing, HCP will, at its sole cost and expense, assume full
responsibility and be liable for all claims advanced by the Fund
and its affiliates regarding the Contracts, including the
potential termination of those Contracts and will indemnify CCPL,
the Applicants and the Monitor from any liability in respect
thereof.  To the extent the Court determines those claims exist
and subject to retaining the rights of CCPL to recover on those
claims from third parties, CCPL, the other Applicants and the
Monitor would have no liability in respect of those claims.

Therefore, the Offer is also conditional on the Court permanently
staying or dismissing any and all claims for termination of the
Contracts for default due to insolvency and continuing the stay or
otherwise holding in abeyance the Termination Application of the
CCT Trustees and the board of directors of the general partner of
CLP to terminate the Contracts (other than for default due to
insolvency) until a reasonable period following Closing, which
period shall in any event be not less than 30 days from that
Closing.  This postponement is required in order to enable  HCP to
prepare for and participate in the Court proceedings regarding the
Termination Application.

I. Offers of Employment

If the Final Offer is accepted and approved by the Court, HCP will
make fair and reasonable offers of employment to each of CCPL's
existing employees who are involved in performing CCPL's
obligations under the Contracts.

J. Whitby Loan and Other Matters

The Final Offer is not conditional on the Take-over Bid being
successful.  However, if the Offer is accepted and completed in
accordance with its terms and HCP is successful in acquiring all
of the outstanding Units of the Fund, pursuant to the Take-over
Bid or otherwise, HCP will cause the Fund and its affiliates to
complete the arrangements regarding the Whitby Loan referred to in
Sections 17, 18 and 19 of the Eighteenth Report of the Monitor.

If HCP is not successful in acquiring all of the outstanding Units
of the Fund, HCP will reimburse CCWH for any make whole payments
paid to CLP calculated in accordance with Section 18 of the
Eighteenth Report, if CCWH repays the Whitby Loan.

To the extent of any inconsistencies between the provisions of
HCP's letters to the Monitor of Jan. 16, 2007 and
Jan. 22, 2007 and this letter, the terms of this letter will
govern.  Except as amended by this letter, HCP's
Jan. 16, 2007 and Jan. 22, 2007 letters continue in full force and
effect.

                   Harbinger's Qualifications
                     Support Prompt Closing

The Monitor, CCPL, the Applicants, the CCAA Parties and other
stakeholders in Calpine's CCAA proceedings should be satisfied
that Harbinger will complete the purchase of the Class B Units and
the Contracts if the Final Offer is accepted and approved by the
Court.

The Final Offer is not conditional on financing.  HCP is
indirectly owned by Harbinger and Harbinger will provide it with
the necessary capital to promptly complete the Final Offer, having
in excess of $5 billion in capital.

In addition, HCP and its affiliates have the expertise necessary
to perform CCPL's duties under the Contracts and will assume
CCPL's obligations in that regard.

The affiliates operate power plants substantially similar to those
of the Fund, with capacity approximately four times greater than
the Fund's assets.  Several large international banking
institutions rely on those affiliates to operate these assets to
support over $1 billion in bank debt and the Federal Energy
Regulatory Commission recently approved an acquisition by those
affiliates of a power plant from Calpine.  Those affiliates manage
over 20 employees similar to the employees of CCPL and currently
expect to retain all the Canadian employees of CCPL if the Offer
is successful.  Therefore, HCP believes that with the Harbinger as
an assignee of the Contracts, the Fund and its unitholders would
be in a better position than with the plants being operated either
by CCPL or the CCT Trustees, as contemplated by the Settlement
Agreement.

Mr. Kagan concludes, "We are committed to completing the Final
Offer and have the necessary funds to do so.  We look forward to
proceeding with the Final Offer."

                  About Calpine Power Income Fund

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

                        About Calpine Corp.

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

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

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


CALPINE CORP: ASC Schedules Harbinger Offer Hearing Tomorrow
------------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, discloses that the Alberta Securities
Commission has scheduled a hearing tomorrow, Feb. 2, 2007, on
matters related to a takeover bid for the Fund by Harbinger
Capital Partners.

The hearing will cover an application by the Fund requesting that
the ASC cease-trade the Harbinger takeover bid, and a Harbinger
application that the ASC cease-trade the Fund's unitholders rights
plan.  The Fund intends to file its application to the ASC later
this week.

With respect to the unitholders rights plan, the Trustees noted
that the plan is subject to unitholder approval at a meeting
scheduled for Feb. 9, 2007.

The Board of Trustees continues to unanimously recommend that
unitholders reject the inadequate Harbinger takeover bid of $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.


CAREEL BAY: Moody's Rates $10 Mil. Class C Secured Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Careel Bay CDO Limited:

   -- Aaa to $500,000,000 Class A1S Senior Secured Floating Rate
      Notes Due 2047;

   -- Aaa to $80,000,000 Class A1J Senior Secured Floating Rate
      Notes Due 2047;

   -- Aa2 to $52,000,000 Class A2 Senior Secured Floating Rate
      Notes Due 2047;

   -- A2 to $46,000,000 Class A3 Secured Deferrable Interest
      Floating Rate Notes Due 2047;

   -- Baa2 to $32,000,000 Class B Secured Deferrable Interest
      Floating Rate Notes Due 2047; and,

   -- Ba2 to $10,000,000 Class C 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, other Asset-Backed Securities and Synthetic Securities
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Allegiance Advisors, LLC will manage the selection, acquisition
and disposition of collateral on behalf of the issuer.


CARRAMERICA REALTY: Moody's Withdraws Ba3 Ratings on Senior Debts
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of CarrAmerica
Realty Corporation and CarrAmerica Realty Operating, L.P.

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.  CarrAmerica was
acquired by a private entity and has ceased to provide financial
information.

The following ratings were withdrawn:

   * CarrAmerica Realty Corporation

      -- Ba3 senior unsecured

   * CarrAmerica Realty Operating Partnership LP

      -- Ba3 senior unsecured

In its most recent rating action with respect to CarrAmerica,
Moody's lowered the firm's senior unsecured ratings to Ba3 from
Baa2 in July 2006.


CATHOLIC CHURCH: Spokane's Disclosure Statement Due Today
---------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington directs proponents to the
Joint Plan of Reorganization for the Diocese of Spokane to file
and serve a Disclosure Statement explaining the Plan on or before
Feb. 1, 2007.

Objections to the Disclosure Statement are due on March 1, 2007.

Judge Williams will hold a hearing to consider whether the
Disclosure Statement contains adequate information on March 8,
2007, at 10:00 a.m. in open court, with option to participate by
telephone.  At the hearing, Spokane will report the methodology
to be used for handling ballots for confidential creditors.

Notice of the Disclosure Statement's approval, together with a
ballot, the Disclosure Statement, the Plan, list of classifying
claims, letters of support from parties-in-interest, letter from
Plan Proponents, and a return envelope, will be filed and served
on March 15, 2007.

Objections to confirmation of the Plan are due April 13, 2007.
Spokane will file, and serve to all counsel, the Report of
Balloting on April 18, at 9:00 a.m.

The Court sets the Plan Confirmation Hearing to April 24, 2007,
at 9:00 a.m., to continue in April 25, if necessary.  The
Confirmation Hearing will be held in open court.

The Court will convene a status telephone conference on April 18,
at 1:00 p.m.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  (Catholic Church Bankruptcy News,
Issue No. 76; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane Plan Proponents Seek Pflaumer as Reviewer
------------------------------------------------------------------
The Diocese of Spokane, the Official Committee of Tort Claimants,
the Future Claims Representative, and the Executive Committee of
the Association of Parishes -- proponents to the Joint Plan of
Reorganization -- and the Official Committee of Tort Litigants
seek permission from the U.S. Bankruptcy Court for the Eastern
District of Washington to employ Kate Pflaumer as Tort Claim
Reviewer under the Plan.

The Plan Proponents and the Tort Litigants' Committee have
unanimously nominated Ms. Pflaumer who, apart from being a well-
qualified and highly respected lawyer, had also been the United
States Attorney for the Western District of Washington from 1993
to 2001.  During her tenure, she chaired the US Attorney
General's Committee on Victims' Rights and has helped put
together the programs funded by the Office for Victims of Crime.

Counsel for the Diocese, Shaun M. Cross, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, in Spokane, Washington, asserts
that for the processes contemplated by the Plan to move promptly,
efficiently and successfully, it is essential that the TCR begin
work before Plan Confirmation.

The significance of the role of the TCR is demonstrated by:

    1. Proof of Abuse -- The TCR receives all records and
       documents produced by the Tort Claimant, and has all the
       rights and powers of the Diocese to take Discovery.  It is
       within the sole discretion of the TCR to assess the
       credibility and competency of the evidences in order to
       promote justice.

    2. Determinations by TCR and Requests for Reconsideration --
       The TCR's determination of the Tort Claim is deemed final,
       unless the Tort Claimant makes a timely request for
       reconsideration.  Consequently, the TCR's determination of
       the request for consideration will be deemed final and not
       subject to appeal.

The other responsibilities of the TCR include:

    (a) Determining the allowance of the Tort Claim, pursuant to
        either the Convenience Process, the Compromise Process, or
        the Matrix Process;

    (b) Estimating the aggregate amount of the Matrix Tort Claims,
        the Litigation Tort Claims, and Non-Releasing Litigation
        Tort Claims; and establishing the Matrix Fund, the
        Litigation Fund, and the Non-Releasing Litigation Fund;

    (c) Taking sworn oral statements from certain Class 7 Tort
        Claimants regarding the abuse suffered by the claimants;
        and

    (d) Reviewing and analyzing the confidential Proofs of Claim
        for sexual abuse records, and gaining further
        understanding of the nature and scope of sexual abuse in
        the Catholic Church in general, and in the Diocese of
        Spokane in particular.

In exchange for her services, Ms. Pflaumer will be paid an hourly
rate of $300.  She will also be paid an hourly rate of $150 for
travel time.  Ms. Pflaumer will rent an office space in Spokane,
Washington, and at her discretion, employ a legal secretary or
legal assistant to be compensated timely by the Diocese.

Mr. Cross asserts that an office for the TCR in the Spokane area
and a legal assistant located there are essential to the
efficient administration of the TCR's duties.  Moreover, these
and similar overhead items are case- and function-specific and
are not ordinary "overhead."  Mr. Cross explains that these items
are compensable in full as part of the TCR's professional fees.

Mr. Cross notes that pre-confirmation, Ms. Pflaumer will make
periodic applications for compensation and cost reimbursement to
be paid by the Bankruptcy Estate, except for her rent and salary
for her secretary or assistant, which will be paid promptly and
directly by the Diocese.  The payments by the Diocese or the
Bankruptcy Estate will apply against the Diocese's Note as
provided in the Plan.  Post-confirmation, her fees, costs and
expenses will be treated as part of the fees and expenses of the
Plan; paid by the Plan Trust; and must be submitted to the
Bankruptcy Court for approval.

The Plan Proponents and the Tort Litigants' Committee assure the
Court that Ms. Pflaumer is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        Authorized Persons

To enable Ms. Pflaumer to review the Confidential Proofs of Claim
for Sexual Abuse, the Plan Proponents and the Tort Litigants'
Committee ask Judge Williams to declare that Ms. Pflaumer and her
paralegal or clerical employees are "authorized persons," and are
permitted to know the identity and review the proofs of claim of
the Claimants.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  (Catholic Church Bankruptcy News,
Issue No. 76; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CENTALE INC: Inks 2 Network Agreements as Part of Marketing Plan
----------------------------------------------------------------
Centale Inc. has signed two Network Affiliate agreements with MJMM
Investments of Pennsylvania and The Business Law Group of Florida.

Centale will work closely with MJMM Investments and The Business
Law Group in pursuing a large number of customer leads to
introduce the features and benefits of using the ComPro technology
to instantly communicate with their customers, vendors, and
shareholders.

"The signing of these two agreements further solidifies our belief
that there is an unmet need in the investment community for a
product like the ComPro(tm).  The Network Affiliate Agreement is
designed to reward our partners for providing the most significant
acknowledgement of our products' capabilities -- a qualified
business referral," stated Todd Wier, CEO of Centale, Inc.

The Compliance Professional, branded as the ComPro(tm), will allow
any financial institution or public company to utilize next
generation communication technology for simultaneous dissemination
of information direct to their end users' desktops, bypassing e-
mail inboxes.  ComPro(tm) will provide information in audio,
video, rich media, animation, flash and text formats. Financial
institutions and public companies will be able to substantially
reduce communication expenses while achieving a nearly 100% open
rate, which can be measured for each communication.

Centale, Inc. recently announced that the Company, in conjunction
with Big Apple Consulting USA, officially launched its Compliance
Professional, or ComPro(tm), technology.

                           About Centale

Based in Pompano Beach, Florida, Centale, Inc. (OTCBB:CNTL) --
http://www.centale.com/-- is focused on the deployment and
commercialization of its next generation electronic communication
platforms, which are intended to aggregate and entertain audiences
while providing advertising services and valuable information.

                        Going Concern Doubt

In Centale Inc.'s annual financial report for the fiscal year
ended March 31, 2006, Rotenberg & Co., LLP, in Rochester, New
York, raised substantial doubt about the company's ability to
continue as a going concern.  The auditor pointed to the company's
recurring losses that have resulted in an accumulated deficit.
The company has reported net losses and an accumulated deficit
totaling $5,291,358 from date of inception, Nov. 12, 1998, through
Sept. 30, 2006.


CENTERPOINT PROPERTIES: Moody's Withdraws Low-B Ratings
-------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of CenterPoint
Properties Trust because Moody's believes it lacks adequate
information to maintain a rating.

CenterPoint is now a private company that has ceased filing public
information.

These ratings were withdrawn:

   * CenterPoint Properties Trust

      -- unsecured debt and MTNs at Baa3;
      -- unsecured debt shelf and MTN programs at Baa3;
      -- preferred stock at Ba1 ;
      -- preferred stock shelf at Ba1; and,
      -- subordinate debt shelf at Ba1.

Moody's last rating action regarding CenterPoint was on
May 5, 2006, at which time CenterPoint's ratings were lowered one
notch.

CenterPoint Properties Trust is an industrial property company
headquartered in Chicago, Illinois, USA.

CalEast is a partnership between California Public Employees'
Retirement System and an affiliate of Jones Lang LaSalle.  LaSalle
Investment Management, Inc., the investment management business of
Jones Lang LaSalle, serves as the managing member of CalEast.


CHIT CHAT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Chit Chat America, LLC
        aka Chit Chat Wireless
        724 East Lincoln
        Wichita, KS 67211

Bankruptcy Case No.: 07-10149

Type of Business: The Debtor is an authorized Cricket dealer and
                  sells cellular phones and cellular phone
                  accessories.  See http://www.chitchatusa.com/

Chapter 11 Petition Date: January 29, 2007

Court: District of Kansas (Wichita)

Judge: Dale L. Somers

Debtor's Counsel: W. Thomas Gilman, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   BrightPoint                                          $278,750
   4427 Payshpere Circle
   Chicago, IL 60674

   American Express                                     $196,850
   P.O. Box 297879
   Ft. Lauderdale, FL 33329-7879

   American Express                                     $170,451
   P.O. Box 297879
   Ft. Lauderdale, FL 33329-7879

   BrightPoint                                          $169,444
   442 Payshpere Circle
   Chicago, IL 60674

   Texas Comptroller of Public Accounts                 $166,141
   111 East 17th Street
   Austin, TX 78774-0100

   Kansas Department of Revenue                          $83,665

   Arizona Department of Revenue                         $48,850

   Nebraska Department of Revenue                        $45,595

   Oklahoma Tax Commission                               $39,926

   BrighPoint                                            $16,912

   State of Tennessee Department of Revenue              $16,074

   Pennsylvania Department of Revenue                    $15,498

   New Mexico Taxation & Revenue Department              $15,068

   Missouri Department of Revenue                        $10,223

   Home Depot Credit Services                             $7,518

   Cellular Innovations                                   $6,800

   Iowa Department of Revenue Sales/Use Tax Processing    $4,415

   State of Arkansas Dept. of Finance and Administration  $3,372

   MIMCO Inc                                              $2,563

   Reliant Energy                                           $488


CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings to $2.4 Mil. Debt
-----------------------------------------------------------------
Fitch rates the Citigroup Mortgage Loan Trust Inc. Asset-Backed
pass-through certificates, series 2007-2, as:

   -- $328,653,290 classes 1-A1, 1-A2, 1-A2A, 1-A3, 1-A4, 2-A,
      XS, PO & R 'AAA';

   -- $11,824,000 class B1 'AA';

   -- $2,434,000 class B2 'A';

   -- $1,739,000 class B3 'BBB';

   -- $1,217,000 privately offered class B4 'BB'; and,

   -- $1,217,000 privately offered class B5 'B'.

The 'AAA' rating on the senior certificates reflects the 5.50%
total credit enhancement provided by the 3.40% class B1, the 0.70%
class B2, the 0.50% class B3, the 0.35% class B4, the 0.35% class
B5, and the 0.20% class B6.  Class B6 is not rated by Fitch.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the servicing
capabilities of Wells Fargo Bank, N.A. and U.S. Bank, N.A., which
will act as Trustee.

The collateral consists of fixed-rate mortgage loans with an
aggregate pool balance of $347,780,580 as of the cut-off date last
January 1, 2007.  The weighted average loan rate is approximately
6.878% and the weighted average remaining term to maturity is
approximately 354 months.  The average principal balance of the
loans is approximately $284,134, with the weighted average
original loan-to-value ratio being 72.92%.

Rate/Term and cash out refinances account for 11.02% and 35.44% of
the loans, respectively.  The weighted average original FICO
credit score of the loans is 735.  Owner occupied properties and
second homes comprise 67.74% and 8.54% of the loans, respectively.
The properties are primarily located in California, Florida and
New York.

All other states represent less than 5% of the aggregate pool
balance.

Wells Fargo Bank, N.A. is an indirect, wholly-owned subsidiary of
Wells Fargo & Company.  WFB is a national banking association and
is engaged in a wide range of activities typical of a national
bank.  All of the mortgage loans were originated by WFB or
acquired by WFB from correspondent lenders after re-underwriting
such acquired mortgage loans generally in accordance with its
underwriting guidelines then in effect.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


CITICORP MORTGAGE: Fitch Places Low-B Ratings on $1 Million Debt
----------------------------------------------------------------
Fitch rates Citicorp Mortgage Securities, Inc.'s REMIC Pass-
Through Certificates, Series 2007-1 as:

   -- $302,067,186 classes IA-1 through IA-11, IA-IO, IA-PO, IIA
      1, IIA-IO, and IIA-PO 'AAA';

   -- $4,661,531 class B-1 'AA';

   -- $1,553,843 class B-2 'A';

   -- $932,306 class B-3 'BBB';

   -- $621,537 class B-4 'BB'; and,

   -- $466,153 class B-5 'B'.

The $466,154 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by the 1.5% Class B-1, the 0.5%
Class B-2, the 0.3% Class B-3, the 0.20% privately offered Class
B-4, the 0.15% privately offered Class B-5, and the 0.15%
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 555 conventional, fully amortizing, 15-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $310,768,711, located primarily in California, New
York and Illinois.  The weighted average current loan to value
ratio of the mortgage loans is 66.86%.

Approximately 32.57% of the loans were originated under a reduced
documentation program.  Condo properties account for 9.34% of the
total pool.  Cash-out refinance loans and investor properties
represent 22.88% and 0.03% of the pool, respectively.  The average
balance of the mortgage loans in the pool is approximately
$559,944.  The weighted average coupon of the loans is 6.379% and
the weighted average remaining term is 343 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.


CNET NETWORKS: Earns $387.7 Million in Fourth Quarter 2006
----------------------------------------------------------
CNET Networks Inc. reported results for the fourth quarter and
year ended Dec. 31, 2006.

Financial highlights for the year ended Dec. 31, 2006, are:

   -- Total revenues of $387.7 million, a 15% increase compared
      with revenues of $338 million for the same period of
      2005.

   -- Operating income totaled $9.4 million during 2006 compared
      with operating income of $29.9 million for the same period
      of 2005.  Reported operating income also reflects
      $13.7 million in costs related to the company's restatement
      and stock option investigation.

   -- Operating income before depreciation, amortization,
      impairments, and stock compensation expense was
      $66.7 million for the year ended Dec. 31, 2006.  Excluding
      stock option investigation costs of $13.7 million,
      operating income before depreciation, amortization,
      impairments, and stock compensation expense was
      $80.5 million, a 24% increase compared with $65 million
      during 2005.

   -- The profit margin of operating income before depreciation,
      amortization, impairments, and stock compensation expense
      was 17%.  Excluding stock option investigation expenses,
      the profit margin of operating income before depreciation,
      amortization, impairments, and stock compensation expense
      increased to 21% from 19% during 2005.

   -- Net cash provided by operating activities for the year of
      2006 was $61.8 million, up from $43.2 million in the same
      period of 2005.  Free cash flow for the year of 2006 was
      $29 million.  Free cash flow is defined as cash flow from
      operating activities less capital expenditures.

   -- On a reported basis, net income for the year of 2006
      was $7.8 million.  This compares with net income of
      $19.6 million in 2005.  Reported net income was negatively
      impacted by stock option investigation costs of
      $13.7 million.

   -- Excluding stock compensation expense, impairment, realized
      gain on investments, loss from discontinued operations and
      stock option investigation costs, adjusted net income
      for the year of 2006 was $43.6 million compared to
      $36.8 million in 2005.

"We were able to deliver solid performance in the fourth quarter,"
said Neil Ashe, chief executive officer of CNET Networks.  "We
will continue to demonstrate our ability to build interactive
media brands for people and the things they are passionate about.
Our brands combined with our ability to generate, fund and promote
emerging media provide us the platform for success in the evolving
media landscape."

Headquartered in San Francisco, Calif., CNET Networks Inc.
(Nasdaq: CNET) -- http://www.cnetnetworks.com/-- is an
interactive media company that builds brands for people and the
things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.  The
Company's leading brands include CNET, GameSpot, TV.com,
MP3.com, Webshots, CHOW, ZDNet and TechRepublic.  Founded in
1993, CNET Networks has a strong presence in the US, Asia and
Europe including Russia, Germany, Switzerland, France and the
United Kingdom.

                        *     *     *

On Oct. 23, 2006, Standard & Poor's Ratings Services lowered its
ratings on CNET Networks Inc., including lowering the corporate
credit rating to 'CCC+' from 'B', and placed the ratings on
CreditWatch with developing implications.


COLLINS & AIKMAN: Files a List of Multi-Debtor Claims
-----------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan a list
of multi-debtor claims that will receive only one Ballot for their
identical claims asserted in the same class of the First Amended
Joint Plan.

The list identifies the claims that have been omitted for voting
purposes, and the claims that have been allowed for voting
purposes.

A list of the multi-debtor claims allowed for voting purposes is
available for free at http://ResearchArchives.com/t/s?1933

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)


CORUS GROUP: Tata Steel Outbids CSN with GBP5.7 Billion Bid
-----------------------------------------------------------
Tata Steel Ltd. won an auction for Corus Group Plc over
Companhia Siderurgica Nacional after offering investors 608
pence per share in cash, or GBP5.7 billion ($11.3 billion),
Debarati Roy and Claudia Carpenter write for Bloomberg News.

According to the British Takeover Panel, Tata outbid CSN's final
offer of 603 pence per share.

The auction started at 4:30 p.m. in London Tuesday.

CSN and Tata were eyeing to buy Corus as they seek to become
significant players in the consolidating steel industry, Reuters
relates.

Bloomberg says the acquisition will enable Tata to add finishing
mills in Europe that supply automakers Ford Motor Co. and Volvo
AB to plants in India.

Moody's Investors Service and Standard & Poor's, however, warned
to lower Tata's debt rating.

"While the Corus acquisition would greatly enhance Tata's scale,
the size of the transaction would represent a substantial
financial challenge," Moody's Investors Service said.  "The
current resultant high leverage, on a consolidated basis, will
likely test the company's financial strength."

As previously reported in the TCR-Europe on Jan. 29, the auction
process requires a difference of at least five pence for each
round of the bid.

If a competitive situation continues to exist, a final round
would be held to give a chance to the offerors to outbid the
other within a ceiling approved by the panel.

The European Commission previously cleared CSN's proposed
GBP4.9-billion takeover bid for Corus.

According to the commission, a CSN takeover would not hurt
competition in Europe as the companies have only limited
overlaps for semi-finished and finished carbon steel products.

Overlaps were "below a level where the companies could affect
either the total quantity or the prevailing price in the
market," the commission said.

The British takeover regulator cleared Tata Steel's bid for
Corus last month.

                            CSN Bid

As reported in the TCR-Europe on Dec. 13, 2006, CSN increased
its purchase offer for Corus to $9.6 billion or 515 pence a
share, topping Tata Steel's 500 pence per share offer.

Companhia Siderurgica's proposed purchase of Corus will be
funded through a GBP4.35 billion of debt underwritten by
Barclays Plc, ING Groep NV and Goldman Sachs Group Inc.,
Bloomberg says, citing Chief Financial Officer Otavio Lazcano as
saying.  Meanwhile, Companhia Siderurgica promised to pay GBP138
million to fund the deficit in the Corus Engineering Steels
Pension Scheme, Bloomberg says.  Also, the steelmaker will raise
the contribution rate on the British Steel Pension Scheme to 12%
from 10% until March 31, 2009.  The company's success in
acquiring Corus hinges on the unions' support, according to
published reports.

                           Tata Offer

As reported in the TCR-Europe on Dec. 11, 2006, the Boards of
Directors of Tata Steel Ltd. and Corus Group plc have agreed the
terms of an increased recommended revised acquisition at a price
of 500 pence in cash per Corus share.

Under the terms of the Revised Acquisition, Corus shareholders
will be entitled to receive 500 pence in cash for each Corus
Share.  This represents a price of 1,000 pence in cash for each
Corus ADS.

The terms of the Revised Acquisition value the entire existing
issued and to be issued share capital of Corus at approximately
GBP4.7 billion and the Revised Price represents:

   -- an increase of approximately 10% compared with 455 pence,
      being the Price under the original terms of the
      Acquisition;

   -- on an enterprise value basis, a multiple of approximately
      7.5x EBITDA from continuing operations for the 12 months
      to Sept. 30, 2006 (excluding the non-recurring pension
      credit of GBP96 million) and a multiple of approximately
      5.9x EBITDA from continuing operations for the year ended
      Dec. 31, 2005;

   -- a premium of approximately 38.7% to the average closing
      mid-market price of 360.5 pence per Corus Share for the
      12 months ended Oct. 4, 2006, being the last business day
      before the announcement by Tata Steel that it was
      evaluating various opportunities including Corus; and

   -- a premium of approximately 22.7% to the closing mid-market
      price of 407.5 pence per Corus Share on Oct. 4, 2006,
      being the last business day before the announcement by
      Tata Steel that it was evaluating various opportunities
      Including Corus.

The terms of the Revised Acquisition remain subject to the
conditions and do not affect Tata Steel's intentions regarding
the business of Corus, its management, employees and locations,
nor the proposals relating to Corus's pension schemes, the Corus
Share Schemes, Convertible Bonds or cancellation of the Deferred
Shares.

Tata Steel is advised by:

         NM Rothschild & Sons Ltd.
         New Court, Saint Swithin's Lane
         London EC4P 4DU United Kingdom

              -- and --

         Deutsche Bank AG
         Taunusanlage 12
         60262 Frankfurt Am Main
         Germany

              -- and --

         ABN Amro Holding NV
         Hansalaya Building
         15, Barakhamba Road
         New Delhi 110001

Corus Group is advised by:

         Credit Suisse Group
         One Cabot Square
         London E14 4QJ

              -- and --

         JPMorgan Cazenove
         20 Moorgate
         London
         EC2R 6DA
         United Kingdom

             -- and --

         HSBC Holdings Plc
         8 Canada Square, Level 4
         London E14 5HQ
         United Kingdom

Companhia Siderurgica is advised by:

         Lazard Ltd.
         Signatura Lazard
         Av. Brigadeiro Faria Lima
         2277 8, Andar
         SP 01452-000

             -- and --

         Goldman Sachs Group Inc.
         85 Broad Street
         New York, NY 10004

             -- and --

         UBS AG
         Avenida Brigadeiro Faria Lima
         3729 8 9 e 10, Andar
         Jardim Paulista
         SP 04538-133

             About Companhia Siderurgica Nacional

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets,
tin mill products and tinplate.  The company also runs its own
iron ore, manganese, limestone and dolomite mines and has
strategic investments in railroad companies and power supply
projects.  The group also operates in Portugal and the U.S.

                        About Tata Steel

Established in 1907, Tata Steel is Asia's first and India's
largest private sector steel company. Tata Steel is among the
lowest cost producers of steel in the world and one of the few
select steel companies in the world that is EVA+ (Economic Value
Added).

                       About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its
name to Corus Group after acquiring most of Dutch rival
Koninklijke Hoogovens.  Corus makes coated and uncoated strip
products, sections and plates, wire rod, engineering steels, and
semi-finished carbon steel products.  It also manufactures
primary aluminum products. Customers include companies in the
automotive, construction, engineering, and household-product
manufacturing industries.

Six years ago, the group suffered from the crisis in British
manufacturing, which prompted it to shake up management, close
plants, cut jobs, and sell assets to lower debt.  Its debt was
thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked
on a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It
returned to operating profit in the first quarter of 2004.  The
recent recovery of steel prices and the strength of the euro are
expected to help it achieve relatively strong earnings.

                           *     *     *

               About Companhia Siderurgica Nacional

Headquartered in Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets,
tin mill products and tinplate.  The company also runs its own
iron ore, manganese, limestone and dolomite mines and has
strategic investments in railroad companies and power supply
projects.  The group also operates in Portugal and the U.S.

                          About Tata Steel

Established in 1907, Tata Steel is Asia's first and India's
largest private sector steel company. Tata Steel is among the
lowest cost producers of steel in the world and one of the few
select steel companies in the world that is EVA+ (Economic Value
Added).

                         About Corus Group

Corus Group plc -- http://www.corusgroup.com/-- fka British
Steel, was formed when the UK privatized its major steelworks in
1988.  It then changed its name to Corus Group after acquiring
most of Dutch rival Koninklijke Hoogovens.  Corus makes coated and
uncoated strip products, sections and plates, wire rod,
engineering steels, and semi-finished carbon steel products.  It
also manufactures primary aluminum products.  Customers include
companies in the automotive, construction, engineering, and
household-product manufacturing industries.


CORUS GROUP: S&P Holds Developing CreditWatch on BB Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BB' long-term
corporate credit rating on U.K.-based steelmaker Corus Group PLC
on CreditWatch with developing implications, after the completion
of the auction process, during which India-based steel
manufacturer Tata Steel Ltd. offered the highest bid of 608 pence
per share.

This values the company at GBP5.75 billion, up from the 455 pence
per share of the initial bid.

At the same time, the 'BB+' long-term debt rating on Corus' EUR700
million senior secured bank loan and the 'BB-' unsecured debt
ratings on Corus remain on CreditWatch with developing
implications.  The 'B' short-term corporate credit rating remains
on CreditWatch with positive implications.

All ratings were placed on CreditWatch on Oct. 18, 2006, following
the dislocure of an initial bid by Tata Steel.

"The CreditWatch status of Corus reflects ongoing uncertainty
regarding the long-term financial structure of the transaction and
its implications for Corus," said Standard & Poor's credit analyst
Tatiana Kordyukova.

Standard & Poor's understands that Tata Steel has arranged bridge
financing for the acquisition, but as the ultimate financial
structure is unknown, the ratings on Corus could be affected
positively or negatively.

Tata Steel previously announced that part of the acquisition
financing would use nonrecourse debt that would be serviced by
Corus' cash flows.  Absent adequate support from Tata Steel, this
could lead to a downgrade of Corus.

Standard & Poor's note that the materially increased acquisition
price has reduced the upside potential for Corus' ratings.  The
debt burden of the combined entity is likely to increase following
completion of the transaction, implying lower
ability and incentives for Tata Steel to support Corus.

Nevertheless, under certain scenarios, the combined entity might
be rated higher than the current rating on Corus.  If there is
sufficient evidence that Tata Steel will provide financial support
to Corus, the ratings on Corus could be raised.

Furthermore, integration with Tata Steel's low-cost operations
might benefit Corus' weak business profile in the medium term.

"In resolving the CreditWatch placement, we will seek further
details on the new entity's long-term financial structure and
integration plans," added Ms. Kordyukova.

Standard & Poor's will also consider whether Corus' weak business
risk profile will be enhanced, and whether Tata Steel would be
likely to support Corus in case of financial difficulty.


CREDIT SUISSE: Fitch Rates $1.3 Million Class C-B-4 Certs. at BB
----------------------------------------------------------------
Credit Suisse Mortgage Securities Corp. mortgage pass-through
certificates, series 2007-1 Groups 2-5, are rated by Fitch:

   -- $503.64 million classes 2-A-1, 3-A-1, 3-A-2, 4-A-1, 5-A-1 to
      5-A-16, A-X, and C-X 'AAA';

   -- $10.205 million class C-B-1 'AA';

   -- $3.662 million class C-B-2 'A';

   -- $2.093 million class C-B-3 'BBB'; and,

   -- $1.308 million class C-B-4 'BB'.

The 'AAA' rating on the senior certificates reflect the 3.75%
subordination provided by the 1.95% class C-B-1, 0.7% class C-B-2,
0.4% class C-B-3, 0.25% class C-B-4, 0.25% class C-B-5, and 0.20%
class C-B-6.

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

The mortgage loans consist of 964 fixed-rate mortgage loans with
an aggregate principal balance of $523,269,204 as of the cut-off
date, Jan. 1, 2007.  The mortgage pool has a weighted average
loan-to-value ratio of 68.6% with a weighted average mortgage rate
of 6.540%.  Cash-out refinance loans account for 32.90% and second
homes 5.45%.  The average loan balance is $542,810 and the loans
are primarily concentrated in California, Florida, and New York.

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., 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 as multiple real estate mortgage
investment conduits.


CSFB MORTGAGE: Fitch Junks Rating on Class DB3 Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these CSFB Mortgage
Securities Corp. issues:

CSFB Mortgage-backed pass-through certificates, series 2002-22 G3
and 4:

   -- Class A affirmed at 'AAA';
   -- Class DB1 affirmed at 'AA';
   -- Class DB2 affirmed at 'A';
   -- Class DB3 downgraded to 'C/DR6' from 'B'; and,
   -- Class DB4 remains at 'C/DR6'.

CSFB Mortgage-Backed Certificates, Series 2004-3 Groups 1 & 2:

   -- Class IA, IIA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-3 Groups 3 & 4:

   -- Class IIIA, IVA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-5 Groups 1 & 4:

   -- Class IA, IVA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-5 Groups 2, 3 & 5:

   -- Class IIA, IIIA, VA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-6 Groups 1 & 4:

   -- Class IA, IVA affirmed at 'AAA';
   -- Class CB1 affirmed at 'AA';
   -- Class CB2 affirmed at 'A';
   -- Class CB3 affirmed at 'BBB'; and,
   -- Class CB4 affirmed at 'BB';

CSFB Mortgage-Backed Certificates, Series 2004-6 Groups 2, 3 & 5:

   -- Class IIA, IIIA, VA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-7 Groups 1, 3, 4 &
6:

   -- Class IA, IIIA, IVA, VIA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-7 Groups 2, & 5:

   -- Class IIA, VA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-8 Groups 1 & 8:

   -- Class IA, VIIIA affirmed at 'AAA'.
   -- Class CB1 affirmed at 'AA';
   -- Class CB2 affirmed at 'A';
   -- Class CB3 affirmed at 'BBB'; and,
   -- Class CB4 affirmed at 'BB'.

CSFB Mortgage-Backed Certificates, Series 2004-8 Groups 2, 4, 5 &
7:
   -- Class IIA, IVA, VA, VIIA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2004-8 Groups 3 & 5:

   -- Class IIIA, VA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2005-7 Group 1:

   -- Class IA affirmed at 'AAA';
   -- Class IB2 affirmed at 'A';
   -- Class IB3 affirmed at 'BBB'; and,
   -- Class IB4 affirmed at 'BB'.

CSFB Mortgage-Backed Certificates, Series 2005-7 Groups 2 & 3:

   -- Class IIA, IIIA affirmed at 'AAA'.

CSFB Mortgage-Backed Certificates, Series 2005-7 Groups 4, 5 & 6:

   -- Class IVA, VA, VIA affirmed at 'AAA',
   -- Class CB1 affirmed at 'AA';
   -- Class CB2 affirmed at 'A';
   -- Class CB3 affirmed at 'BBB'; and,
   -- Class CB4 affirmed at 'BB'.

CSFB Mortgage-Backed Certificates, Series 2005-11:

   -- Class VA, VIA, VIIIA affirmed at 'AAA',
   -- Class CB1 affirmed at 'AA';
   -- Class CB2 affirmed at 'A';
   -- Class CB3 affirmed at 'BBB'; and,
   -- Class CB4 affirmed at 'BB'.

The affirmations, affecting approximately $2.95 billion of
outstanding certificates, are due to credit enhancement levels and
collateral performance generally consistent with expectations.

The downgrade, affecting approximately $711,000 of the outstanding
certificates, reflects the deterioration of credit enhancement
relative to consistent monthly losses.

For series 2002-22, approximately 15% of the pool is more than
60 days delinquent.  Monthly losses have averaged $27,000 for the
past three months.  Cumulative losses as a percent of the original
collateral balance are 0.28%.  As of the December 2006
distribution, Class DB4 which provides supports for the Class DB3
has a current balance of approximately $49,000.  Fitch estimates 1
to 2 months before Class DB3 starts to be written down.

The collateral for the above transactions consists of 15-30 year
conventional, fixed-rate, fully amortizing, one to four family
residential mortgage loans.  The transactions are seasoned from a
range of only 13 to 53 months and the pool factors range from 12%
to 91%.  None of the mortgage loans are 'high cost' loans as
defined under any local, state or federal laws.

The mortgage loans are being serviced by various entities and the
depositor is Credit Suisse First Boston.  Wells Fargo Bank, N.A.
is the master servicer and U.S. Bank National Association is the
trustee.


CUMMINS INC: Sales Increase to $11.36 Billion in Full Year 2006
---------------------------------------------------------------
Cummins Inc. reported record sales and earnings for the fourth
quarter and all of 2006, marking the third consecutive year of
record financial performance for the company.

The company eclipsed $3 billion in quarterly sales for the first
time during the fourth quarter.  All four of the company's
operating segments posted record revenues, and the company's power
generation and distribution businesses reported record Segment
EBIT in the fourth quarter, as well as for the entire year.

For the full year, the company reported sales of $11.36 billion,
up 15% from $9.92 billion in 2005.  Earnings Before Interest and
Taxes of $1.18 billion increased 30% over $907 million in 2005.

Net earnings rose 30% to $715 million the previous year.

In the fourth quarter, the company reported sales of
$3.03 billion, a 10% increase from $2.75 billion in the same
period in 2005.  EBIT rose 13% to $303 million, from $269 million.

Net earnings in the fourth quarter increased 13% to $189 million
from $167 million in the fourth quarter of 2005.  Gross margin for
the quarter was 22.1 percent, down slightly from 22.5% for the
fourth quarter of 2005.

The company's power generation and distribution businesses
performed at record levels in the fourth quarter -- and for the
entire year -- while the Engine segment reported near-record EBIT
on its best-ever quarterly sales performance in the fourth
quarter.  Segment EBIT at the company's components segment was
essentially flat in the fourth quarter, compared to 2005.

The cistribution business continued its trend of growing earnings
faster than sales, with the greatest growth coming in sales of
power generation products in the Middle East and Europe.  Joint
venture income from the company's North American distributors also
rose significantly in the quarter.

Engine sales were a record in the fourth quarter, led by strong
gains in North America for heavy- and medium-duty truck markets
and in the international construction markets.  Additionally,
sales to the oil and gas engine markets more than doubled from the
fourth quarter of 2005.

During the fourth quarter Cummins announced plans to enter the
light-duty diesel market in both the United States and China.  The
Company announced that its Columbus Engine Plant will be the home
of its U.S. -- based light-duty program that will add at least 600
jobs by the end of the decade.

The company also reported a joint venture to make 2.8 and 3.8-
liter engines in China with Beiqi Foton Motor Company in Beijing.
The engines, scheduled to go into production in 2008, will be used
in light-duty commercial trucks, pickups and sport utility
vehicles and certain industrial applications.

Last week, the company disclosed that its new 6.7-liter turbo
diesel engine for the 2007.5 model year Dodge Ram Heavy Duty
pickup meets the 2010 standards for oxides of nitrogen emissions,
a full three years ahead of schedule.  The engine went into
production at the Company's Midrange Engine Plant in Walesboro,
Indiana, in January and the new Ram pickup truck is expected to be
on the market in March.

"By almost every measure, 2006 was an outstanding year," said
Cummins Chairman and Chief Executive Officer Tim Solso.  "We
continued to build on the success of the past two years even as we
devoted significant time and resources to meeting the 2007
emissions changes in the United States.

"All of our business segments showed strong sales growth in 2006
and we gained share in key businesses and geographic markets
around the world.  At the same time, we invested in critical
growth opportunities and developed cost-control strategies that
will help us weather the temporary slowdown in the North American
heavy-duty truck engine market in 2007 as a result of the U.S.
emissions changes."

                       About Cummins Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.  Cummins serves customers
in more than 160 countries through its network of 550 Company-
owned and independent distributor facilities and more than 5,000
dealer locations.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2006,
Cummins' Junior Convertible Subordinated Debentures carry Fitch's
'BB' rating with a stable outlook.

As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service raised Cummins Inc.'s convertible
preferred stock rating to Ba1 from Ba2 and withdrew the company's
SGL-1 Speculative Grade Liquidity rating and its Ba1 Corporate
Family Rating.


CWALT INC: Fitch Rates $3.08 Million Class B-4 Certificates at B
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
alternative loan trust 2007-2CB as:

   -- $986.87 million classes 1-A-1 through 1-A-16, 2-A-1 through
      2-A-15, 1-X, 2-X, PO, and A-R 'AAA';

   -- $19.01 million class M 'AA';

   -- $7.70 million class B-1 'A';

   -- $5.13 million class B-2 'BBB';

   -- $3.59 million privately offered class B-3 'BB'; and,

   -- $3.08 million privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 1.85% class M, the 0.75% class B-1,
the 0.5% class B-2, the 0.35% privately offered class B-3, 0.3%
privately offered class B-4 and the 0.25% privately offered class
B-5.

Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS1-'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups.  Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $553,299,998 as of the cut-off date,
Jan. 1, 2007, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-value of 69.32%.  The weighted average FICO credit score is
approximately 723.  Cash-out refinance loans represent 44.5% of
the mortgage pool and second homes 4.1%.  The average loan balance
is $241,300.  The three states that represent the largest portion
of mortgage loans are California, Florida, and Arizona. All other
states represent less than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $474,691,189 as of the cut-off
date, Jan. 1, 2007, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 68.37%.
The weighted average FICO credit score is approximately 723.
Cash-out refinance loans represent 42.8% of the mortgage pool and
second homes 3.6%.  The average loan balance is $239,622.  The
states that represent the largest portion of mortgage loans are
California and Florida.  All other states represent less than 5%
of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


CWALT INC: Fitch Assigns B Rating to $1.9 Mil. Class B-4 Certs.
---------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
alternative loan trust 2007-1T1 as:

   -- $465,713,324 classes 1-A-1 through 1-A-14, 2-A-1 through 2-
      A-19, 1-X, 2-X, PO, and A-R certificates 'AAA';

   -- $4,250,000 class M-A certificates 'AA+';

   -- $10,749,200 class M-1 certificates 'AA+';

   -- $2,500,000 class M-2 certificates 'AA';

   -- $2,250,000 class M-3 certificates 'AA-';

   -- $1,750,000 class M-4 certificates 'A+';

   -- $3,250,000 class M-5 certificates 'A-';

   -- $1,250,000 class B-1 certificates 'BBB+;

   -- $2,000,000 class B-2 certificates 'BBB';

   -- $2,499,900 class B-3 certificates 'BB'; and,

   -- $1,999,900 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.85%
subordination provided by the 0.85% class M-A, 2.15% class M-1,
the 0.50% class M-2, the 0.45% class M-3, the 0.35% class M-4, the
0.65% class M-5, the 0.25% class B-1, the 0.40% class B-2, the
0.50% privately offered class B-3, the 0.40% privately offered
class B-4, and the 0.35% privately offered class B-5.

Classes M-A, M-1, M-2, M-3, M-4, M-5, B-1, B-2, B-3, and B-4 are
rated 'AA+', 'AA+', 'AA', 'AA-', 'A+', 'A-', 'BBB+', 'BBB', 'BB',
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS1-'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups. Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $335,149,239 as of the cut-off date,
secured by first liens on one-to four- family residential
properties.  The mortgage pool, as of the cut-off date,
demonstrates an approximate weighted-average original-loan-to-
value of 73.64%.  The weighted average FICO credit score is
approximately 708.  Cash-out refinance loans represent 37.1% of
the mortgage pool and second homes 6.7%.  The average loan balance
is $682,585.  The states that represent the largest portion of
mortgage loans are California, New York, and Florida. All other
states represent less than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $164,813,021 as of the cut-off
date last Jan. 1, 2007, secured by first liens on one- to four-
family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average OLTV of
73.68%.  The weighted average FICO credit score is approximately
707.  Cash-out refinance loans represent 37.2% of the mortgage
pool and second homes 6.9%.  The average loan balance is $681,046.
The states that represent the largest portion of mortgage loans
are California, New York, Florida, Illinois and New Jersey.  All
other states represent less than 5% of the cut-off-date pool
balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


CWMBS INC: Fitch Puts Low-B Ratings on B-3 & B-4 Cert. Classes
--------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
mortgage pass-through trust 2007-J1 as:

   -- $299.2 million classes 1-A-1, 2-A-1, X, A-R, PO 'AAA';

   -- $6.2 million class M 'AA';

   -- $2.5 million class B-1 'A';

   -- $1.7 million class B-2 'BBB';

   -- $1.0 million privately offered class B-3 'BB'; and,

   -- $781,500 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 2% class M, the 0.8% class B-1, the
0.55% class B-2, the 0.35% privately offered class B-3, the 0.25%
privately offered class B-4, and the 0.3% privately offered class
B-5.

Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS1-'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups. Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $104,934,703 as of the cut-off date,
Jan. 1, 2007, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-value of 70.88%.  The weighted average FICO credit score is
approximately 731.  Cash-out refinance loans represent 31.3% of
the mortgage pool and second homes 5.2%.  The average loan balance
is $613,653.  The states that represent the largest portion of
mortgage loans are California and New York.  All other states
represent less than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $207,555,138 as of the cut-off
date, Jan. 1, 2007, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 73.11%.
The weighted average FICO credit score is approximately 740.
Cash-out refinance loans represent 26.0% of the mortgage pool and
second homes 6.8%.  The average loan balance is $619,568.  The
states that represent the largest portion of mortgage loans are
California, Florida, and New York.  All other states represent
less than 5% of the cut-off date pool balance.

CWMBS purchased the mortgage loans from CHL and other sellers, and
deposited the loans in the trust, which issued the certificates,
representing undivided beneficial ownership in the trust.  The
Bank of New York 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.


CWMBS INC: Fitch Places Ratings on $2.6 Mil. Certificates at Low-B
------------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2007-1, as:

   -- $719,999,067 million classes A-1 through A-13, X, PO and
      A-R senior certificates 'AAA';

   -- $19,500,900 class M 'AA';

   -- $4,500,000 class B-1 'A';

   -- $2,250,000 class B-2 'BBB';

   -- $1,500,000 class B-3 'BB'; and,

   -- $1,125,000 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 2.60% class M, 0.60% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.15% privately offered class
B-5.

Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, a direct
wholly owned subsidiary of Countrywide Home Loans, Inc..

The mortgage pool consists primarily of 30-year conventional,
fully amortizing mortgage loans totaling $681,972,061 as of the
cut-off date, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of Jan. 1, 2007,
demonstrates an approximate weighted-average original
loan-to-value ratio of 72.89%.  The weighted average FICO credit
score is approximately 744.  Cash-out refinance loans represent
28.20% of the mortgage pool and second homes 6.1%.  The average
loan balance is $618,288.  The states that represent the largest
portion of mortgage loans are California and Virginia.  All other
states represent less than 5% of the pool as of the cut-off date.

The depositor will also deposit approximately $68,027,939 into a
pre-funding account on the closing date.  The amounts in the pre-
funding account will be used to purchase supplemental mortgage
loans after the closing date and on or prior to Feb. 28, 2007.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


DECRANE AIRCRAFT: Moody's Junks Rating on Proposed $160 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to DeCrane
Aircraft Holdings, Inc.'s proposed $205 million senior first lien
credit facilities, due 2013, consisting of a $25 million revolving
credit facility and a $180 million term loan.

Moody's has also assigned a Caa1 rating to DeCrane's proposed
$160 million second lien term loan due 2014.

The B3 Corporate Family Rating has been affirmed.

In connection with this ratings assignment, Moody's has changed
the company's ratings outlook to stable from negative.

The ratings reflect the company's high leverage and thin interest
coverage, as well as its relatively small revenue base that is
concentrated in a defined set of OEM customers in the cyclical
business jet industry.  Ratings also consider expectations for
improving cash flow generation in what is expected to be a
continued strong business jet sector over the next 12-18 months,
potential for growth in the company's fuel systems business
segment, and its strong relationships with key aircraft
manufacturers.

The ratings were assigned in conjunction with DeCrane's reported
plan to refinance its entire debt structure, replacing about
$191 million of senior debt and $130 million of subordinated notes
and discount notes with $340 million of first and second lien
senior debt.  While the re-financing does not materially impact
leverage, Moody's views this development as beneficial to
DeCrane's credit profile as it extends debt maturities by five to
six years.  Interest coverage is also impacted, as expensive
subordinated debt is being replaced by senior secured instruments.

However, a substantial component of the prior structure's interest
expense comprised accruals on 17% discount notes, implying a
negative impact on free cash flow as a result of the re-financing,
offsetting the improvement to coverage.

The stable outlook reflects Moody's expectations that DeCrane will
generate positive free cash flow of nearly 5% of total debt
through FY 2007.  This should allow for a modest degree of debt
reduction over this period.  Moody's further expects that business
jet demand growth should moderate from 2006 levels, but still
remain relatively strong over the next year or two.

The stable outlook also incorporates anticipation of strong demand
for its auxiliary fuel systems products.  As such, these growth
factors are likely to offset the effects of the loss of a large
Bombardier contract that had provided only a minimal contribution
to DeCrane's operating earnings.

These ratings have been assigned:

   * DeCrane Aircraft Holdings, Inc.

      -- Senior secured first lien revolving credit facilities
         rated B1, LGD2, 26%

      -- Senior secured first lien term loan rated B1, LGD2, 26%

      -- Senior secured second lien term loan rated Caa1, LGD5,
         78%

These ratings have been withdrawn:

   * DeCrane Aircraft Holdings, Inc.

      -- Senior secured revolving credit facility due 2008,
         previously rated Ba3

      -- Senior secured term loan due 2008, previously rated Ba3

      -- Senior subordinated notes due 2008, previously rated
         Caa2

DeCrane Aircraft Holdings, Inc., headquartered in Columbus, Ohio,
is a leading provider of aircraft cabin interior systems and
components for business, VIP and head-of-state aircraft, and a
provider of aircraft retrofit, interior completion and
refurbishment services.  Its customers include original
manufacturers of business, VIP and head-of-state aircraft, the
U.S. and foreign militaries, and aircraft repair, modification
centers and completion centers.


DECRANE AIRCRAFT: Improved Earnings Cue S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on aerospace supplier DeCrane Aircraft Holdings Inc.

At the same time, Standard & Poor's affirmed its ratings,
including the 'B-' corporate credit rating.

Standard & Poor's also assigned its 'B' bank loan rating and '1'
recovery rating, indicating high expectation of full recovery of
principal in the event of a payment default, to DeCrane's proposed
$205 million first-lien credit facility, consisting of a $25
million senior secured revolving credit facility and a
$180 million senior secured term loan.

In addition, Standard & Poor's assigned its 'CCC+' bank loan
rating and '3' recovery rating, indicating meaningful
recovery of principal in the event of a payment default, to the
company's proposed $160 million senior secured second-lien term
loan.  Proceeds of the proposed loans will be used to refinance
virtually all outstanding debt.  The ratings on the existing
credit facility and subordinated debt will be withdrawn upon
closing of the new credit facilities.

"The outlook revision is based on improving earnings and cash
generation [from poor levels], benefiting from a strong recovery
in the business jet market, and on improved liquidity from the
proposed refinancing, which extends significantly debt
maturities," said Standard & Poor's credit analyst Roman
Szuper.

The corporate credit rating on Columbus, Ohio-based DeCrane
reflects high debt leverage, weak cash flow protection measures,
modest scale of operations, and participation in the cyclical and
competitive corporate aircraft supplier industry.  The rating
benefits somewhat from the company's leading position in niche
markets for corporate aircraft interiors, especially cabinetry,
and good profit margins.

The strong recovery in the business jet market and DeCrane's more
efficient operations could lead to improved credit protection
measures, warranting an upgrade in the short term. An outlook
revision to stable could be driven by earnings and cash flow
shortfalls or less favorable industry conditions.


DELPHI CORP: Judge Drain Approves Wilmer Cutler as Special Counsel
------------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York previously authorized Delphi Corp.
and its debtor-affiliates to employ Wilmer Cutler Pickering Hale
and Dorr LLP as special regulatory counsel to the Audit Committee
of Delphi Corporation's Board of Directors, nunc pro tunc to
Oct. 7, 2005.

Subsequently, the Debtors have sought and obtained the Court's
permission to employ Wilmer Cutler as their special counsel, nunc
pro tunc to Nov. 1, 2006.

As the Debtors' special counsel, Wilmer Cutler will provide the
Debtors with the services of attorneys Knute Salhus and Jennifer
Zepralka.  Mr. Salhus and Ms. Zepralka will review documents and
prepare materials for Delphi's annual report, and advise the
Debtors on matters related to executive compensation and related
disclosure matters.

In exchange for the Wilmer Cutler's services, the Debtors will
pay Mr. Salhus an hourly rate of $625 and Ms. Zepralka an hourly
rate of $390.  Wilmer Cutler's hourly rates will remain in effect
through March 31, 2007.  Thereafter, if the project is still
ongoing, Wilmer Cutler may seek an adjustment in their
professional rates to reflect the regular hourly rates charged to
its other clients at that time.

Wilmer Cutler will collaborate with the other professionals
retained by the Debtors to avoid any duplication of work.

Mr. Salhus, Esq., a partner at Wilmer Cutler, discloses that his
firm has represented, currently represents, and likely in the
future will represent certain creditors and other parties-in-
interest in matters unrelated to the Debtors and the Chapter 11
case.  To vitiate any actual or potential conflicts of interest,
Wilmer Cutler will not assist the Debtors in connection with
their analysis, negotiations, and litigation, if any, with
parties with whom it has existing client relationships, Mr.
Salhus relates.  Instead, Skadden, Arps, Slate, Meagher & Flom
LLP, will handle those tasks.

Except as disclosed, Mr. Salhus states that Wilmer Cutler does
not represent or hold any interest adverse to the Debtors.

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


DELTA AIR: Creditors' Committee Supports Standalone Plan
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Delta Air Lines,
Inc. and its affiliated debtors and debtors-in-possession has
determined that it will support the standalone plan of
reorganization as finally agreed upon between Delta and the
Creditors' Committee that will be filed later this week.

The Creditors' Committee reached this determination after engaging
in extensive discussions with representatives of Delta and US
Airways over the last two months and upon consideration of the
advice of the Creditors' Committee's legal, financial and industry
advisors.

In reaching this decision, the Creditors' Committee considered a
variety of factors, including, but not limited to, valuation of,
the timing and the risks associated with, and the likelihood of a
successful consummation of the US Airways proposal and the Plan.
The Creditors' Committee intends to work collaboratively with
Delta towards confirmation and consummation of such Plan.

Delta Air Lines Chief Executive Officer Gerald Grinstein issued a
statement regarding the Unsecured Creditors' Committee's support
for Delta's plan of reorganization.

"This is a proud day for the thousands of Delta people, customers,
communities, civic leaders and others who stood up for our
standalone plan and said, emphatically, 'Keep Delta My Delta.'  We
appreciate the Unsecured Creditors' Committee's endorsement of our
plan of reorganization and the diligent work of the Committee and
its advisers in evaluating that plan.  We also want to acknowledge
the tireless work of all Delta people whose contributions are
allowing us to continue the tremendous progress we have made with
our restructuring plan.  Using the bankruptcy process the right
way, Delta people have transformed their company's business model.
Our focus now is on the work still before us to emerge from
Chapter 11 this spring as a strong, healthy, and vibrant global
competitor."

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


DELTA AIR: US Airways Withdraws Merger Proposal
-----------------------------------------------
US Airways Group Inc. withdrew its offer to merge with Delta Air
Lines Inc.  The airline was informed on Jan. 31, 2007, that the
Official Unsecured Creditors' Committee would not meet its demands
by the airline's established deadline of Feb. 1, 2007.

US Airways' offer of $5 billion in cash and 89.5 million shares of
US Airways stock would have expired on Feb. 1, 2007, unless there
was affirmative support from the Official Unsecured Creditors'
Committee for commencement of due diligence, making the required
filings under Hart-Scott-Rodino, as well as the postponement of
Delta's hearing on its Disclosure Statement scheduled for Feb. 7,
2007.

"We are disappointed that the Committee, which has been chosen to
act on behalf of all Delta creditors, is ignoring its fiduciary
obligation to those creditors," US Airways Chairman and Chief
Executive Officer Doug Parker stated.  "Our proposal would have
provided substantially more value to Delta's unsecured creditors
than the Delta stand-alone plan.  We would have created a better
and more financially stable airline that offered more choice to
consumers and increased job security to its employees.  Our merger
would have been able to be consummated in a reasonable time-frame
and we would have been able to obtain all requisite regulatory
approvals.

"The publicly traded bonds of Delta have fallen precipitously
since rumors of this Committee decision were leaked last week,
reducing the implied market valuation of what Delta's unsecured
creditors can expect to recover in these cases by over
$1.5 billion.  We empathize with the investors who purchased
Delta bonds at increasingly higher prices since our offer was
disclosed last November and thank them for their support of our
proposal and their confidence in our team.  It is now clear that
there will not be an opportunity with the Committee to move
forward in a timely or productive manner and as a result, we have
withdrawn our offer."

"At US Airways, we are extremely confident in our own stand-alone
plan," Mr. Parker added.  "Earlier this week, we announced a 2006
profit (excluding charges) of over $500 million, far and away the
best performance by a network airline.  Our employees will share
$59 million of well-deserved profit sharing payments as a result.
Looking forward, we expect even higher earnings and a higher
profit sharing pool in 2007.  Our 35,000 employees are doing a
wonderful job of transforming US Airways and we are committed to
building the best airline we can for them.  I can't thank them
enough for their support, encouragement, and professionalism
during this process.  I am very proud of how our entire team
performed."

                       About US Airways

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

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

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

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

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                      About Delta Air Lines

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


DELTA AIR: S&P Says Dropped US Airways Offer Won't Affect Ratings
-----------------------------------------------------------------
US Airways Group Inc. (B-/Watch Dev/--) dropped its proposed
acquisition bid for Delta Air Lines Inc., removing the largest
obstacle to Delta's plan to emerge from Chapter 11 as a
standalone entity.

The announcement has no effect on Standard & Poor's Ratings
Services' 'D' corporate credit rating on Delta (defined by its
bankruptcy status) or the CreditWatch review of various aircraft-
backed debt.  Our ratings of enhanced equipment trust
certificates, excepting 'AAA'-rated, bond-insured issues, remain
on CreditWatch with developing implications, pending completion of
a review of their treatment in Delta's proposed plan of
reorganization.  Standard & Poor's will assign a new corporate
credit rating to Delta upon its emergence from bankruptcy,
expected in the spring of 2007.

"Delta was able to persuade a majority of its bankruptcy
creditors' committee that the airline's plan to emerge as an
independent company carried less risk than US Airways' proposal,
which involved added debt and antitrust review by federal
authorities," said Standard & Poor's credit analyst Philip
Baggaley.  Delta's case was helped by the fact that the creditors'
committee, which represents unsecured creditors, included
representatives of employees' union, suppliers (e.g. Boeing), and
the Pension Benefit Guaranty Corp., in addition to bondholders and
other lenders. T he interests of these various parties varied,
making it more difficult for US Airways to line up a majority than
would be the case for a typical non-bankrupt company, whose
shareholders are mostly institutional investors.  Delta's
management has stated that the company does not exclude the
possibility of entertaining other merger proposals at some point
after it emerges from bankruptcy, despite opposition to US
Airways' bid.

Delta announced yesterday that it had lined up $2.5 billion of
bankruptcy emergence financing.  The company must finalize
negotiations with various creditors regarding their proposed
compensation under the plan of reorganization and secure their
voting approval of the plan.  The creditors' committee's rejection
of US Airways' proposal is separate from individual voting by each
class of impaired creditors on the proposed plan of
reorganization.  It is possible, though not considered likely,
that Delta could fail to secure the needed two-thirds of the
dollar amount and a majority of the number of claims of unsecured
creditors for its plan, despite today's action by the creditors'
committee.  If it appeared that such an outcome were possible,
Delta would likely change the terms of the compensation offered to
creditors in order to secure their support for the plan.


DUANE READE: Poor Performance Cues Moody's to Hold Junk Ratings
---------------------------------------------------------------
Moody's affirmed all ratings of Duane Reade, Inc. including the
corporate family rating at Caa1, the second-lien senior notes at
B3, and the senior subordinated notes at Caa3.

Consideration of the ratings was prompted by Moody's ongoing
monitoring of the company's liquidity position and operating
trajectory, given that performance has remained weak for several
years.

The rating outlook continues to be stable.

These ratings are affirmed:

   -- Corporate Family Rating at Caa1;

   -- Probability of Default Rating at Caa1;

   -- $210 million floating rate secured senior notes due 2010 at
      B3, LGD3, 37%; and,

   -- $195 million 9.75% senior subordinated notes due 2011 at
      Caa3, LGD6, 90%.

Moody's does not rate the $225 million asset-based credit
facility.

Constraining the ratings are Duane Reade's record of flat revenue
and operating losses when other rated drug stores have grown sales
and remain profitable, weak credit metrics such as high leverage
and low fixed charge coverage, and Moody's expectation that free
cash flow will remain modestly negative for at least the next four
quarters.

However, Moody's believes that Duane Reade has adequate liquidity
over the short-term given that operating performance has started
to modestly recover and free cash flow deficits have narrowed
since the second quarter of 2006.  For the company to become self-
sustaining over the longer term, and eventually to be upgraded to
a B-level rating, operating performance must soon improve enough
for free cash flow to become positive.

The stable outlook reflects Moody's opinion that Duane Reade has
sufficient liquidity to fund its likely short-term free cash flow
deficit, assuming that operating performance continues improving
from weak levels.  Moody's anticipates that revolver borrowings
and increased inventory efficiency will continue to fund the high
fixed charge burden over the next four quarters.

Pressure on the ratings or outlook would occur if operating
performance does not continue improving, the company's liquidity
position deteriorates, or credit metrics decline from current weak
levels.  Improvement of the rating and/or outlook would require
sustained growth in sales and operating performance, improvement
of free cash flow until incremental revolver borrowings are not
needed, and a sustained improvement in weak credit metrics such
that leverage falls below 7 times and EBIT covers interest expense
by 1 time.

Duane Reade Inc, headquartered in New York City, operates
248 drug stores principally in Manhattan and the outer boroughs of
New York City.  Revenue for the twelve months ending
Sept. 30, 2006 equaled $1.6 billion.


ENTERGY NEW ORLEANS: Ct. OKs ENOI & Panel's Disclosure Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved at the Jan. 25, 2007, hearing the disclosure statements
accompanying the rival plans of reorganization filed by Entergy
New Orleans Inc. and the Official Committee of Unsecured
Creditors, Bloomberg News reports.

Judge Brown held that the Disclosure Statements contain adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.  The Debtor and the Committee are authorized to deliver the
Disclosure Statements to creditors entitled to vote on the Plans.

Judge Brown said ENOI's Fourth Amended Plan of Reorganization is
essentially the same as the Committee's Plan, except for the
"timing of the payout" provision, wherein the Committee proposes
to pay, in full, all creditors by June 30, 2007, Bloomberg News
relates.

ENOI will use $200,000,000 in Community Development Block Grants
Funds and $50,000,000 in Katrina Insurance Proceeds to pay its
creditors under its Plan.

The Committee's Plan, on the other hand, will attempt to
negotiate and consummate a five-year exit financing of up to
$150,000,000 for ENOI.  The exit loan will bear a 10.5% interest
rate per annum with annual increases of 1% per year.

The Committee also contemplates on drawing from $200,000,000 in
CDBG Funds awarded to ENOI to finance post-Effective Date
payments.  ENOI expects to receive the CDBG funds by the end of
March 2007, and well before June 30, 2007.

Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in New Orleans, Louisiana,
stated at the hearing that ENOI's Plan is "better for residents
who have returned to the city because it would keep the cost of
exiting bankruptcy as low as possible, helping to control
increase in utility rates," according to Bloomberg News.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/--is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 35 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or215/945-7000).


FINAL ANALYSIS: Taps Sheppard Mullin as Special Litigation Counsel
------------------------------------------------------------------
Final Analysis Communication Services Inc. asks the United States
Bankruptcy Court for the District of Maryland for authority to
employ Sheppard Mullin Richter & Hampton LLP as its special
litigation counsel.

The Debtor informs the Court that on Jan. 30, 2003, it filed suit
against General Dynamics in the United States District Court for
the District of Maryland asserting claims for, among other things,
breach of contract, anticipatory breach of contract, fraud,
defamation and tortuous interference with respect to General
Dynamics' termination of its strategic business partnership with
the Debtor.

The Debtor wants Sheppard Mullin to assist it with the pending
litigation against General Dynamics General Dynamics Corporation
and General Dynamics Information Services Inc.

For their services, the firm's professionals will be paid:

   * 10% of any recovery made after the firm have taken any action
     on behalf of the company;

   * 12.5% of any recovery made after plaintiff's opening
     statement at trial;

   * 15% of any recovery made after commencement testimony on
     plaintiff's case-in-thief and prior to jury's verdict; and

   * 20% of any recovery made after a jury's verdict.

Michael Ahrens, Esq., a Sheppard Mullin partner, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Final Analysis

New York Satellite Industries, LLC, holds a majority interest in
Final Analysis Communication Services, Inc.  Nader Modanlo, who
filed for Chapter 11 protection on July 22, 2005, owns NYSI.

Lanham, Md.-based Final Analysis Communication Services Inc. filed
a voluntary Chapter 11 petition on Dec. 29, 2006 (Bankr. D. Md.
Case No. 06-18520).  J. Daniel Vorsteg, Esq., Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, represent the Debtor.  No official committee of
unsecured creditors has been appointed in the case at this time.
When it filed for bankruptcy, the Debtor estimated its assets at
more than $100 million and debts at $1 million to $100 million.


FORD MOTOR: May Receive Revised Offers for Aston Martin Sports Car
------------------------------------------------------------------
Ford Motor Co. is expected to get revised offers from remaining
bidders for its Aston Martin sports car brand, MarketWatch reports
citing the Financial Times.

Remaining bidders on the brand are thought to include property
tycoon Simon Halabi, buyout company Doughty Hanson, Canadian car
parts company Magna, and a consortium including Australian media
billionaire James Packer, MarketWatch says, referring to the FT's
report.

Aston Martin, up for sale for more than GBP450 million, is part of
the company's premier automotive group -- the organization under
which all of Ford's European brands are grouped.  The group also
includes other brands like Volvo, Land Rover, and Jaguar.

The sale of Aston Martin is in line with the company's cost
reduction plan, which according to its chief executive officer
Alan R. Mulally, includes reduction of the number of vehicle
platforms the company uses around the world and increasing the
number of shared parts.

Moving on with its restructuring efforts, Ford will be closing a
day-care center near its Kentucky Truck Plant -- one of the seven
day care facilities the company intends to shut down -- on
June 29, Robert Schoenberger of The Courier-Journal says.

Company spokesman Tom Hoyt told The Courier-Journal that the
company can no longer afford to subsidize the program.  Mr. Hoyt
did not disclose how much of the program Ford subsidized.

As reported Troubled Company Reporter on Jan. 26, 2007, Ford
posted $12.75 billion in losses against $160.1 billion in
revenues for the full year 2006, compared with $1.4 billion in net
profit against $176.9 billion in revenues for 2005.

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

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

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

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

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

Alex Taylor III, a senior editor at Fortune Magazine, stated in
his January 26 article that compared to its Japanese counterparts,
structural inequities -- particulary labor costs and currency --
account for a big chunk of the automaker's problems.

Mr. Taylor took his conclusion from a report prepared by the
Detroit consulting firm Harbour-Felax, which stated that labor
costs created that wide gap -- an average of about $2900 per
vehicle -- between Japanese and American carmakers' profits.

                       About Ford Motor Co.

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

                           *     *     *

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

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

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


FR BRAND: S&P Holds Junk Rating on $350 Million Second-Lien Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
FR Brand Acquisition Corp.'s proposed $680 million secured
first-lien bank credit facilities, which consist of a $150 million
revolving credit facility due 2013 and a $530 million term loan
due 2014.

The first-lien loan rating remains at 'B' and the recovery
rating was revised to '3', indicating the expectation for
meaningful recovery of principal in the event of a payment
default, from '2'.

All ratings on the borrower's $350 million secured second-lien
debt remain unchanged.  The second-lien loan rating is 'CCC+' with
a recovery rating of '5', indicating the expectation for
negligible recovery of principal in the event of a payment
default.

FR Brand, an affiliate of private equity firm First Reserve Corp.,
entered into an agreement to purchase Brand Services Inc., the
largest provider of scaffolding services in North America.  FR
Brand is financing the purchase with $530 million of first-lien
term debt, $350 million of second-lien debt, and a $280 million
equity investment from First Reserve.

Standard & Poor's expects the proposed $150 million revolving
credit facility to be undrawn at closing.

"The revision of the first-lien recovery rating reflects the
likelihood that a portion of the second-lien debt will be issued
directly in Canada, where it will have a higher priority claim to
the value of the Canadian subsidiary than first-lien debt issued
in the U.S.," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.

"At the time of Standard & Poor's earlier recovery analysis dated
Jan. 26, 2007, we had understood that the only debt to be issued
directly to Canadian subsidiaries, which generate about 30% of
consolidated EBITDA, would be first-lien bank debt."

Ratings List:

   * FR Brand Acquisition Corp.

      -- Corp Credit Rating at B/Negative/

Recovery Rating Revised:

   * FR Brand Acquisition Corp.

      -- $680 Million Secured First Lien revised to B, Recovery
         Rating 3, to B, Recovery Rating 2


FRANKLIN PIERCE: Moody's Holds Ba3 Ratings on 3 Series of Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on Franklin
Pierce College's Series 1994, 1998, and 2004 bonds issued through
the New Hampshire Higher Education and Health Facilities
Authority.

The Series 1998 and 2004 bonds are insured by ACA Financial
Guaranty Corporation, which Moody's does not rate.

The College's rating outlook remains stable.

Legal security:

Payment of the Series 1994 bonds is a general obligation of the
College, further secured by a first security interest in Gross
Receipts, a security interest in all Equipment, and a mortgage
lien on the Facility.  Payment of the Series 1998 and Series 2004
bonds is a general obligation of the College, further secured by a
first security interest in Gross Receipts, a security interest in
all Equipment, a mortgage lien on the Facility, as well as debt
service reserve funds.

Debt-related rate derivatives:

None.

Strengths:

   -- Growing full-time equivalent enrollment at the College's
      main Rindge, New Hampshire campus and moderately improved
      freshmen selectivity, although a weak 18% matriculation
      ratio at Rindge highlights strong competition from other
      private and public institutions.  The College is planning
      to add an application fee in the near future, which may
      pressure application volume, but could improve yield on
      admitted students.

   -- Continued growth of net tuition revenue as well as net
      tuition per student, a critical credit factor as the
      College relies on student charges for approximately 95% of
      its operating base

   -- Outlined plan for growth in higher profitability programs,
      which, if successful, could result in some operating
      improvement and balance sheet stabilization over the next
      several years.  Due to growth in on-line programs, the
      College has determined that a physical location in Nashua
      is not needed and has decided to close its Nashua satellite
      campus.  The College has physical space in Manchester and
      Concord which will sufficiently meet the need for in-class
      programs.  Further, the management team and board are
      evaluating an opportunity to start up specific programs in
      Goodyear, Arizona.  The College is still in the due
      diligence process and no final decisions about this
      potential expansion have been made to-date.

   -- Expected support from the State of New Hampshire for
      financial aid endowment and capital campaign expected to be
      publicly launched soon, both of which should contribute to
      moderate balance sheet growth

Challenges:

   -- Very thin levels of liquid financial reserves providing
      limited financial flexibility during period of weak
      operating performance and thin debt service coverage

   -- Highly leveraged, with expendable resources covering debt
      0.06x and debt service representing 7.1% of operating
      expenses.  Further, principal payments on the Series 1998
      bonds are postponed until 2008, and the Series 2004 bonds
      do not begin to amortize until 2030.  Franklin Pierce will
      have to build this future increase in debt service into its
      budget.  Management reports no near-term additional
      borrowing plans, with future projects including an academic
      facility and infrastructure upgrades expected to be paid
      for with gifts, operating cash flow, and unspent Series
      2004 bond proceeds.

   -- Reliance on bank line of credit for cash flow adds a risk
      element.  Bank line was extended through Sept. 28, 2007
      with an added provision that grants the bank a security
      interest in accounts receivable and gross receipts of the
      College.  In conjunction with the extension of the line of
      credit, the College entered into an intercreditor agreement
      which establishes the liens of the bank and bondholders as
      being on parity.  If the bank decides not to renew or
      extend the line of credit, all principal and accrued
      interest will be due and payable on Sept. 28, 2007.

   -- Highly competitive market for traditional-age students at
      the main campus coupled with challenging demographic
      projections in the northeast

   -- Moderate amount of private gift flow to support the
      College's ongoing need to invest in programs and facilities
      to attract students

Outlook:

The stable outlook reflects Moody's expectation that the College
will generate positive cash flow in the near-term and that
operating cash flow will adequately cover debt service over the
next two years.  Balance sheet deterioration, additional
borrowing, or weakening of annual debt service coverage could
place further pressure on the College's debt rating longer-term.

What could change the rating -- up

Successful execution of strategic enrollment plans leading to
stronger operating performance and debt service support

What could change the rating -- down

Financial resource deterioration; additional borrowing; tightening
of operating cash flow and debt service coverage

Key indicators:

   -- Total Full-Time Equivalent Enrollment: 2,261 FTE enrollment
   -- Total Financial Resources: $5.3 million
   -- Direct Debt: $55.6 million
   -- Expendable Financial Resources-to-Debt: 0.06x
   -- Expendable Financial Resources-to-Operations: 0.07x
   -- Average Operating Margin: -2.6%
   -- Average Debt Service Coverage: 1.5x
   -- Reliance on Student Charges: 95.1%
Rated debt:

   -- Series 1994, 1998, 2004 bonds: Ba3


GB HOLDINGS: Court Confirms Panel's 8th Modified Liquidation Plan
-----------------------------------------------------------------
The Honorable Judith H. Wizmur of the U.S. Bankruptcy Court for
the District of New Jersey confirmed Tuesday the Eighth Modified
Chapter 11 Plan of Liquidation of GB Holdings Inc. filed by the
Official Committee of Unsecured Creditors.

Judge Wizmur determined that the Plan satisfies all the
requirements for confirmation stated in Section 1129(a) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 2, 2007,
Judge Wizmur gave her stamp of approval to the disclosure
statement following billionaire investor Carl Icahn's bid to pay
$53 million for the company's remaining stake in Atlantic City's
Sands Hotel & Casino.

As reported in the Troubled Company Reporter on Dec. 4, 2006,
Mr. Icahn's offer could provide the estate with as much as
$53 million in cash to satisfy administrative expenses and general
unsecured claims.   The Committee anticipated a 90% recovery for
general unsecured creditors under the agreement with Mr. Icahn.

Mr. Icahn agreed to pay $53 million for the 2,882,938 shares of
Atlantic common stock, an Icahn-controlled affiliate.  AP says
that an Icahn affiliate owned 77% of GB Holdings while Robino
Stortini Holdings, a minority shareholder, owned a 16% stake.

Court documents showed that Robino Stortini would market its right
to buy stock in Atlantic Coast to Mr. Icahn for
$3.7 million.

Robino Stortini and a group of bondholders settled their claims
against Mr. Icahn and his affiliates in return for a bigger share
of proceeds from the Sands Hotel sale in the Dec. 20 2006
settlement.

A full-text copy of Judge Wizmur's order is available for a fee
at:

  http://www.researcharchives.com/bin/download?id=070131210030

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generated revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owned and operated The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provided rooms, entertainment, retail store and food and beverage
operations.  These operations generated nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Alan I. Moldoff, Esq., at Adelman Lavine Gold and
Levin, represents the Debtor.  Charles A. Stanziale, Jr., Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, serves as counsel to the
Official Committee Of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GENERAL MOTORS: Asks for Increase in Battery Tech Research Funding
------------------------------------------------------------------
General Motors Corp. has asked the U.S. government to increase
funding in research and development in battery technology and to
support manufacturing of advanced batteries, David Shepardson of
Detroit News Washington Bureau reports.

The call, Detroit News says, comes as momentum is building on
Capitol Hill to force automakers to improve the efficiency of
their vehicles.

The automakers' move for alternative fuel is in conjunction with
its restructuring efforts, which, according to Reuters, focus on
cutting costs and improving cash flow.

To boost liquidity, Reuters says General Motors is considering a
possible sale of Allison Transmission -- its Indianapolis-based
subsidiary, which makes transmissions and hybrid propulsion
systems for commercial trucks and buses and military vehicles and
employs more than 4,000 workers.

In addition, General Motors said in a filing with the Securities
and Exchange Commission early this week that it will be delaying
the announcement of its 2006 year-end and fourth quarter financial
results but expects to report improved performance in its
automotive business, including record fourth quarter revenue in
2006.  The company also said that it will restate its financial
statements, primarily due to pre-2002 tax accounting adjustments.

GM indicated that its deferred tax liabilities, as previously
disclosed in its results for the third quarter of 2006 and prior
periods, were overstated due to errors that originally occurred
primarily before 2002.  While these errors do not impact cash flow
or previously reported cash balances, retained earnings as of
Dec. 31, 2001, and subsequent periods were understated by a range
of $450 million to $600 million as a result.

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2007, Standard & Poor's Ratings Services said that
General Motors Corp.'s (GM; B/Negative/B-3) announcement that it
is restating financial results from 2002 through the third quarter
of 2006 raises new concerns about the integrity of the company's
financial reporting and internal controls, but has no immediate
effect on the ratings on GM, GMAC LLC (BB+/Developing/B-1), or
GMAC unit Residential Capital LLC (ResCap; BBB/Negative/A-3).

GMAC, the rating agency said, has not yet finalized its financial
statements for 2006, after GM sold a majority stake in the finance
unit to an investor group in November.  GM still expects to file
its 10-K by the March 1, 2007, deadline.

S&P does not believe these errors will affect cash and cash
equivalents, which were $26.4billion at the end of 2006.  However,
it said that the ratings could be placed on CreditWatch with
negative implications if GM were to miss the March 1 filing date
with the SEC, even with the brief and normally available extension
period.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 billion secured term loan of General Motors Corp.
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GLOBAL GEOPHYSICAL: Moody's Junks Rating on 2nd Lien Term Loan
--------------------------------------------------------------
Moody's Investors Service affirmed Global Geophysical Services' B3
Corporate Family Rating and the B1 first lien term loan and
revolver, but downgraded the second lien term loan to Caa2, LGD5,
79.40% from Caa1, LGD5, 75.92% due to a change in the final
capital structure: the first lien term loan was increased to
$70 million from $60 million and the second lien term loan was
reduced to $30 million from $40 million.

Under Moody's LGD methodology, the change in the second lien
rating reflects the impact of more senior debt in the capital
structure, which leads to a double-notch of the second lien from
the CFR.

Ratings affirmed:

   -- Corporate Family Rating affirmed at B3

   -- Senior secured first lien revolver affirmed at B1, LGD is
      changing to LGD3, 31.61% from LGD2, 27.50%

   -- Senior secured first lien term loan affirmed at B1, LGD is
      changing to LGD3, 31.61% from LGD2, 27.50%

Rating revised:

   -- Secured 2nd lien term loan downgraded to Caa2, LGD5,
      79.40% from Caa1, LGD5, 75.92%


GUITAR CENTER: Court OKs Purchase of Woodwind's Assets for $29MM
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
approved the acquisition of substantially all of the assets of The
Woodwind & The Brasswind by Guitar Center, Inc.'s Musician's
Friend, Inc. subsidiary for approximately $29.9 million.  Under
the terms of the agreement, Musician's Friend will acquire
substantially all of the assets of The Woodwind & The Brasswind,
including its inventory of band and orchestra and combo
instruments, accounts receivable, fixed assets, personal property,
trade names and other intangible assets.  Musician's Friend will
also assume approximately $2 million of specifically identified
accrued liabilities.

"We are pleased that the Bankruptcy Court has approved our
acquisition of assets of The Woodwind & The Brasswind, including
the Woodwind and Brasswind and Music123 websites," Marty
Albertson, Chairman and Chief Executive Officer of Guitar Center,
said.  "This acquisition will enable us to further expand the
already strong combo instrument business at Musician's Friend as
well as build out our direct response band and orchestra business.
We look forward to broadening our customer base through the
acquisition of these well-known brand names and continuing the
growth of our direct response business."

The Woodwind & The Brasswind filed for bankruptcy protection in
Indiana on Nov. 21, 2006.  Musician's Friend had initially entered
into an asset purchase agreement with The Woodwind & The Brasswind
on Nov. 22, 2006, but that agreement was later terminated because
it was not approved by the Bankruptcy Court as a result of a
higher offer from another buyer.  The other buyer terminated its
acquisition in mid-January resulting in a new sales process, which
resulted in the agreement with Musician's Friend.

The transaction is expected to close in February 2007.  The
transaction will be funded through Guitar Center's available cash
and credit facility.  The acquisition is subject to a limited
number of conditions, and the final purchase price may be adjusted
based on the determination of inventory, accounts receivable and
assumed liability levels as of the closing.

         Fourth Quarter 2006 Earnings and 2007 Guidance

In addition, Guitar Center will defer its upcoming financial
results and guidance call until February 26, 2007, due to
management's recent focus on this acquisition as well as its
interest in including the expected impact of The Woodwind & The
Brasswind transaction and the timing of integration on its 2007
guidance.

Guitar Center's consolidated and segment net sales for the quarter
and year ended Dec. 31, 2006 were previously reported on Jan. 10,
2007.  In addition, the company currently anticipates net income
for the fourth quarter will be in the range of $1.05 to $1.10 per
diluted share subject to the results of an evaluation by the
company of the potential impairment of the goodwill related to the
company's Music & Arts Center business.  It is not known at this
time whether an adjustment, if any, would have a material impact
upon net earnings for the fourth quarter.

               About The Woodwind & the Brasswind

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

                       About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- is a United
States retailer of guitars, amplifiers, percussion instruments,
keyboards and pro-audio and recording equipment.  Its retail store
subsidiary presently operates more than 195 Guitar Center stores
across the United States.  In addition, Guitar Center's Music &
Arts division operates more than 90 stores specializing in band
instruments for sale and rental, serving teachers, band directors,
college professors and students.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Moody's Investors Service upgraded the corporate family rating of
Guitar Center, Inc. to Ba2 and moved the rating outlook to stable
from positive.


HAZLETON-ST. JOSEPH: Moody's Lifts Rating on $13.8MM Bonds to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the bond rating for
Hazleton-St. Joseph Medical Center to Ba2 from Ba3, affecting
$13.8 million of Series 1996 bonds issued by the Hazleton Health
Services Authority.

The outlook is revised to stable from negative.

At the same time Moody's is affirming Hazleton General Hospital's
Ba2 long-term rating on its Series 1997 Revenue Bonds issued by
the Hazleton Health Services Authority with $10.1 million
outstanding.

The outlook is revised to stable from negative.

The rating upgrade for HSJ's bond reflects the merger of HSJ into
HGH and HGH's assumption of HSJ's debt obligations.  The stable
outlook for both bonds reflects Moody's  belief that since its
last review Greater Hazleton Health Alliance's near completion of
its renovations and transition of services from HSJ to HGH, as
well as recent volume growth, will allow the organization to
maintain recent improvement in margins.

Additionally, the clarification of future capital plans, which are
manageable, and reimbursement of prior capital, suggests that cash
will be maintained at better levels.

Legal security:

HGH and HSJ formed a joint operating company, Greater Hazleton
Health Alliance in 1996, which consolidated management of the two
hospitals and established an income sharing arrangement, but left
assets and liabilities separate.  As of Dec. 31, 2006, HSJ was
merged into HGH and HGH assumed the liabilities, including debt,
of HSJ.  HGH has granted a mortgage lien on substantially all of
its property and equipment for the bondholders.  Debt service
reserve funds exist for the outstanding bonds.

Interest rate derivatives:

None

Strengths:

   -- Improved and profitable operations in 2005 and 2006 driven
      by expense reductions, rate increases and savings from the
      cessation of patient services at HSJ, resulting in good
      operating margins of 2-3% and operating cashflow margins of
      8-9%

   -- Improved liquidity for the System to adequate levels of 126
      days of cash on hand, including $10 million in reimbursement
      for prior capital following the issuance of bank debt at the
      end of 2006

   -- The merger of HGH and HSJ into one organization, simplifying
      organizational and debt structure, and virtual completion of
      a strategy to renovate HGH to allow for the transfer of
      patient services from HSJ

   -- Early indications of a reversal of historical admissions
      declines with six months of growth in volumes

Challenges:

   -- Sustaining recent volume trends, fulfilling physician
      recruitment needs, and successfully opening an outpatient
      center to stem outmigration and maintain improved operations

   -- Competitive service area, with GHHA competing with other
      large hospitals within the broader service area, as well as
      physician and niche providers, and experiencing outmigration

   -- Weak service area demographics, with expected decline in
      population, an increase in the aging, and income levels
      lower than the Commonwealth average

   -- Moderately high leverage, with cash-to-debt of 72% and pro-
      forma debt to cashflow of 5.5x

Recent developments:

Since Moody's last review, GHHA has accomplished or clarified a
number of key initiatives, including further defining capital
plans, accomplishing a corporate and debt merger, improving
liquidity with a debt issuance and stabilizing volumes.  Very
importantly, as of Dec. 31, 2006, HSJ was merged into HGH and HGH
assumed the liabilities, including debt, of HSJ.

Through eleven months of fiscal year 2006, GHHA continues to
operate at the improved levels achieved in 2005.  Excluding
non-recurring items in both periods, GHHA had $7.5 million in
operating cashflow in 2006, which was comparable to the prior year
period with $7.9 million in operating cashflow.  Following the
implementation of the turnaround recommendations of Wellspring
Partners LTD in 2003 and 2004, GHHA's continued improvement
resulted from the realignment of services between HGH and HSJ,
increases in third-party reimbursement and reduced staffing
levels. This was achieved despite flat revenue in 2006 from volume
declines earlier in the year, as discussed below.

Management is still considering options for the HSJ campus
following discontinuation of services at the campus and the
opening of the Health and Wellness Center in 2007.  Options for
the campus include the sale of the property or an alternative use
of the property for economic development purposes.  Current
support costs for HSJ are minimal.

Competitive pressures will continue to challenge GHHA to increase
both inpatient and outpatient utilization.  However, admissions
trends have begun to turn in the last 6 months.  For the first six
months of fiscal year 2006, admissions for GHHA were down 10%
compared with the prior year, in part due to disruption from
construction.  During the second six months of fiscal year 2006,
admissions were up 7%, compared with the prior year, as the
organization completed capital investment including the expansion
of the emergency department and surgical suite and the recruitment
of physicians.  The planned opening of the Health and Wellness
Center in 2007 will be critical to better compete for outpatient
surgeries and services.

Following the closing of a bank loan and subsequent reimbursement,
GHHA's liquidity position has improved notably.  As of Nov. 30,
2006, unrestricted cash was $21 million; on a proforma basis,
including $10 million in reimbursement for prior capital
expenditures, days of cash improves to 126 days.  With most of the
capital program complete, GHHA's capital spending will decline in
2007 to less than half of the level spent in 2006, which Moody's
believes is a manageable level relative to cashflow.  Pension
plans for both hospitals have been frozen, expecting to result in
close to $2 million benefit annually.

In December GHHA borrowed $10 million in debt through a tax-exempt
bank loan; with an expected draw of an additional $4 million by
Jan. 31, 2007.  Including this debt, on an annualized basis, debt
measures are moderately leveraged with debt-to-cashflow of 5.5x
and peak debt service coverage of 2.6x.  GHHA has no plans for
additional debt although may finance some moderate capital with
leases.

Outlook:

The stable outlook reflects Moody's belief that since its last
review GHHA's near completion of its renovations and transition of
services from HSJ to HGH, as well as recent volume growth, will
allow the organization to maintain recent improvement in margins.
Additionally, the clarification of future capital plans, which are
manageable, and reimbursement of prior capital, suggests that cash
will be maintained at better levels.

What could change the rating -- up

Continued and sustained improvement in operations; stability or
growth in inpatient and outpatient volumes; maintenance of
liquidity levels with no additional debt issuance

What could change the rating -- down

Failure to maintain operating improvement, loss of physicians or
increase in competition within service area; deterioration in
liquidity and related measures; additional borrowing.

Assumptions & Adjustments:

   -- Based on financial statements for Greater Hazleton
      Healthcare Alliance

   -- First number reflects audit year Dec. 31, 2005

   -- Second number reflects unaudited annualized 11-months
      through Nov. 30, 2006, proforma including $14 million in new
      debt and $10 million in incremental cash

   -- Non-recurring items excluded from measures: $3.4 million in
      third-party settlements in 2005 and $1.1 million in mortgage
      forgiveness in 2006

   -- Investment returns smoothed at 6% unless otherwise noted

   -- Inpatient admissions: 7,787; 7,622

   -- Total operating revenues: $95.0 million; $94.7 million

   -- Moody's-adjusted net revenue available for debt service:
      $8.5 million; $10.1 million

   -- Total debt outstanding: $28.5 million; $42.6 million

   -- Maximum annual debt service: $2.6 million; $3.8 million

   -- MADS Coverage with reported investment income: 2.9x; 2.3x

   -- Moody's-adjusted MADS Coverage with normalized investment
      income: 3.2x; 2.6x

   -- Debt-to-cash flow: 4x; 5.5x

   -- Days cash on hand: 88 days; 126 days

   -- Cash-to-debt: 76%; 72%

   -- Operating margin: 1.6%; 1.8%

   -- Operating cash flow margin: 7.5%; 8.7%


HAZLETON GENERAL HOSPITAL: Moody's Holds Revenue Bonds' B2 Rating
-----------------------------------------------------------------
Moody's Investors Service has upgraded the bond rating for
Hazleton-St. Joseph Medical Center to Ba2 from Ba3, affecting
$13.8 million of Series 1996 bonds issued by the Hazleton Health
Services Authority.

The outlook is revised to stable from negative.

At the same time Moody's is affirming Hazleton General Hospital's
Ba2 long-term rating on its Series 1997 Revenue Bonds issued by
the Hazleton Health Services Authority with $10.1 million
outstanding.

The outlook is revised to stable from negative.

The rating upgrade for HSJ's bond reflects the merger of HSJ into
HGH and HGH's assumption of HSJ's debt obligations.  The stable
outlook for both bonds reflects Moody's belief that since its last
review Greater Hazleton Health Alliance's near completion of its
renovations and transition of services from HSJ to HGH, as well as
recent volume growth, will allow the organization to maintain
recent improvement in margins.

Additionally, the clarification of future capital plans, which are
manageable, and reimbursement of prior capital, suggests that cash
will be maintained at better levels.

Legal security:

HGH and HSJ formed a joint operating company, Greater Hazleton
Health Alliance in 1996, which consolidated management of the two
hospitals and established an income sharing arrangement, but left
assets and liabilities separate.  As of Dec. 31, 2006, HSJ was
merged into HGH and HGH assumed the liabilities, including debt,
of HSJ.  HGH has granted a mortgage lien on substantially all of
its property and equipment for the bondholders.  Debt service
reserve funds exist for the outstanding bonds.

Interest rate derivatives:

None

Strengths:

   -- Improved and profitable operations in 2005 and 2006 driven
      by expense reductions, rate increases and savings from the
      cessation of patient services at HSJ, resulting in good
      operating margins of 2-3% and operating cash flow margins of
      8% - 9%

   -- Improved liquidity for the System to adequate levels of 126
      days of cash on hand, including $10 million in reimbursement
      for prior capital following the issuance of bank debt at the
      end of 2006

   -- The merger of HGH and HSJ into one organization, simplifying
      organizational and debt structure, and virtual completion of
      a strategy to renovate HGH to allow for the transfer of
      patient services from HSJ

   -- Early indications of a reversal of historical admissions
      declines with six months of growth in volumes

Challenges:

   -- Sustaining recent volume trends, fulfilling physician
      recruitment needs, and successfully opening an outpatient
      center to stem outmigration and maintain improved operations

   -- Competitive service area, with GHHA competing with other
      large hospitals within the broader service area, as well as
      physician and niche providers, and experiencing outmigration

   -- Weak service area demographics, with expected decline in
      population, an increase in the aging, and income levels
      lower than the Commonwealth average

   -- Moderately high leverage, with cash-to-debt of 72% and pro-
      forma debt to cashflow of 5.5x

Recent developments:

Since Moody's last review, GHHA has accomplished or clarified a
number of key initiatives, including further defining capital
plans, accomplishing a corporate and debt merger, improving
liquidity with a debt issuance and stabilizing volumes.  Very
importantly, as of Dec. 31, 2006, HSJ was merged into HGH and HGH
assumed the liabilities, including debt, of HSJ.

Through eleven months of fiscal year 2006, GHHA continues to
operate at the improved levels achieved in 2005.  Excluding
non-recurring items in both periods, GHHA had $7.5 million in
operating cashflow in 2006, which was comparable to the prior year
period with $7.9 million in operating cashflow.  Following the
implementation of the turnaround recommendations of Wellspring
Partners LTD in 2003 and 2004, GHHA's continued improvement
resulted from the realignment of services between HGH and HSJ,
increases in third-party reimbursement and reduced staffing
levels. This was achieved despite flat revenue in 2006 from volume
declines earlier in the year, as discussed below.

Management is still considering options for the HSJ campus
following discontinuation of services at the campus and the
opening of the Health and Wellness Center in 2007.  Options for
the campus include the sale of the property or an alternative use
of the property for economic development purposes.  Current
support costs for HSJ are minimal.

Competitive pressures will continue to challenge GHHA to increase
both inpatient and outpatient utilization.  However, admissions
trends have begun to turn in the last 6 months.  For the first six
months of fiscal year 2006, admissions for GHHA were down 10%
compared with the prior year, in part due to disruption from
construction.  During the second six months of fiscal year 2006,
admissions were up 7%, compared with the prior year, as the
organization completed capital investment including the expansion
of the emergency department and surgical suite and the recruitment
of physicians.  The planned opening of the Health and Wellness
Center in 2007 will be critical to better compete for outpatient
surgeries and services.

Following the closing of a bank loan and subsequent reimbursement,
GHHA's liquidity position has improved notably.  As of Nov. 30,
2006, unrestricted cash was $21 million; on a proforma basis,
including $10 million in reimbursement for prior capital
expenditures, days of cash improves to 126 days.  With most of the
capital program complete, GHHA's capital spending will decline in
2007 to less than half of the level spent in 2006, which Moody's
believes is a manageable level relative to cashflow.  Pension
plans for both hospitals have been frozen, expecting to result in
close to
$2 million benefit annually.

In December GHHA borrowed $10 million in debt through a tax-exempt
bank loan; with an expected draw of an additional $4 million by
Jan. 31, 2007.  Including this debt, on an annualized basis, debt
measures are moderately leveraged with debt-to-cashflow of 5.5x
and peak debt service coverage of 2.6x.  GHHA has no plans for
additional debt although may finance some moderate capital with
leases.

Outlook:

The stable outlook reflects Moody's belief that since its last
review GHHA's near completion of its renovations and transition of
services from HSJ to HGH, as well as recent volume growth, will
allow the organization to maintain recent improvement in margins.
Additionally, the clarification of future capital plans, which are
manageable, and reimbursement of prior capital, suggests that cash
will be maintained at better levels.

What could change the rating -- up

Continued and sustained improvement in operations; stability or
growth in inpatient and outpatient volumes; maintenance of
liquidity levels with no additional debt issuance

What could change the rating -- down

Failure to maintain operating improvement, loss of physicians or
increase in competition within service area; deterioration in
liquidity and related measures; additional borrowing.

Assumptions & Adjustments:

   -- Based on financial statements for Greater Hazleton
      Healthcare Alliance

   -- First number reflects audit year Dec. 31, 2005

   -- Second number reflects unaudited annualized 11 months
      through Nov. 30, 2006, pro forma including $14 million in
      new debt and $10 million in incremental cash

   -- Non-recurring items excluded from measures: $3.4 million in
      third-party settlements in 2005 and $1.1 million in mortgage
      forgiveness in 2006

   -- Investment returns smoothed at 6% unless otherwise noted

   -- Inpatient admissions: 7,787; 7,622

   -- Total operating revenues: $95.0 million; $94.7 million

   -- Moody's-adjusted net revenue available for debt service:
      $8.5 million; $10.1 million

   -- Total debt outstanding: $28.5 million; $42.6 million

   -- Maximum annual debt service: $2.6 million; $3.8 million

   -- MADS Coverage with reported investment income: 2.9x; 2.3x

   -- Moody's-adjusted MADS Coverage with normalized investment
      income: 3.2x; 2.6x

   -- Debt-to-cash flow: 4x; 5.5x

   -- Days cash on hand: 88 days; 126 days

   -- Cash-to-debt: 76%; 72%

   -- Operating margin: 1.6%; 1.8%

   -- Operating cash flow margin: 7.5%; 8.7%


HOMESTAR MORTGAGE: Moody's Cuts Rating on Class M-5 Certs. to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded one class of certificates
from one of Homestar Mortgage Acceptance Corporation's deals from
2004.  The deal is backed by Homestar originated collateral
consisting of primarily Alt-A loans, with a small percentage of
subprime loans.

The action on the downgraded certificates was based on
deteriorating credit enhancement.  While the collateral is
performing better than expected, the overcollateralization has
consistently been falling below its target as a result of lower
than expected excess spread levels.

These are the rating actions:

   * Homestar Mortgage Acceptance Corp. Asset-Backed Pass-Through
     Certificates, Series 2004-3

      -- Class M-5, downgraded to Ba3, previously Baa2


HSI ASSET: Fitch Rates $9.3 Mil. Class M-10 Certificates at BB+
---------------------------------------------------------------
HSI Asset Securitization Corporation Trust 2007-OPT1, which closed
on Jan. 30, 2007, is rated by Fitch Ratings as:

   -- $614.7 million classes 1-A, II-A-1, II-A-2, II-A-3, and II-
      A-4'AAA';

   -- $35 million class M-1 'AA+';

   -- $24.9 million class M-2 'AA';

   -- $15.2 million class M-3 'AA-';

   -- $14 million class M-4 'A+';

   -- $13.2 million class M-5 'A';

   -- $10.5 million class M-6 'A-';

   -- $10.5 million class M-7 'BBB+';

   -- $5.4 million class M-8 'BBB';

   -- $10.5 million class M-9 'BBB-'; and,

   -- $9.3 million privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 21% total
credit enhancement provided by 4.5% class M-1, the 3.2% class M-2,
the 1.95% class M-3, the 1.8% class M-4, the 1.7% class M-5, the
1.35% class M-6, the 1.35% class M-7, the 0.7% class M-8, the
1.35% class M-9, the 1.2% privately offered class M-10, and the
1.90% initial and target over-collateralization. All certificates
have the benefit of monthly excess cash flow to absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of Option One Mortgage Corporation as servicer.
Deutsche Bank National Trust Company is the trustee.

The certificates are supported by two collateral groups.  Group I
Mortgage Loans consists of first lien and second lien fixed-rate
and adjustable-rate loans with a cut-off principal balance of
$603,794,914 that conforms to Fannie Mae loan limits.

Approximately 3.64% of the mortgage loans are fixed-rate mortgage
loans, 96.36% are adjustable-rate mortgage loans and 7.75% are
interest-only rate mortgage loans.  The weighted average loan rate
is 8.755% and the weighted average remaining term to maturity is
357 months.  The average outstanding principal balance of the
loans is $164,389, the weighted average original combined loan-to-
value ratio is 83.32% and the weighted average credit score is
606.  The properties are primarily located in California, Florida
and New York.

Group II Mortgage Loans consists of first lien and second lien
fixed-rate and adjustable-rate loans with a cut-off principal
balance of $245,652,564 that may or may not conform to Fannie Mae
loan limits.

Approximately 4.19% of the mortgage loans are fixed-rate mortgage
loans, 95.81% are adjustable-rate mortgage loans and 13.58% are
interest-only rate mortgage loans.  The weighted average loan rate
is 8.407% and the weighted average remaining term to maturity is
357 months.  The average outstanding principal balance of the
loans is $305,538.  The weighted average original CLTV is 84.12%
and the weighted average credit score is 615.  The properties are
primarily located in California, New York and Florida.

All of the mortgage loans were originated by Option One Mortgage
Corporation.  Incorporated in 1992, Option One began originating
and servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is a subsidiary of H&R Block,
Inc.  For federal income tax purposes, multiple real estate
mortgage investment conduit elections will be made with respect to
the trust estate.


INTERNAL INTELLIGENCE: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Internal Intelligence Service Inc delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
District of New Jersey disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                           $0
  B. Personal Property               $3,889,890
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $5,094,439
     Secured Claims
  E. Creditors Holding                                 $4,747,692
     Unsecured Priority Claims
  F. Creditors Holding                                 $2,594,816
     Unsecured Nonpriority
     Claims
                                    -----------       -----------
     Total                           $3,889,890       $11,436,947

Newark, New Jersey-based Internal Intelligence Service Inc.
provides security and investigative services.  The Debtor filed
for Chapter 11 protection on Dec. 20, 2006 (Bankr. D. N.J.
Case No.:06-22824) Jonathan I. Rabinowitz, Esq., at Booker,
Rabinowitz, Trenk, Lubetkin, Tully, DiPasquale & Webster, P.C.,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, it estimated its assets and debts at $1 million to
$100 million.


INTERSTATE HOTELS: Improved Credit Metrics Cues Moody's B1 Ratings
------------------------------------------------------------------
Moody's Investors Service raised the corporate family rating of
Interstate Hotels & Resorts to B1, from B2, and revised its rating
outlook to stable.

The senior secured credit facility rating of Interstate Operating
Company, L.P., Interstate's main operating subsidiary, was also
raised to B1 from B2.  The rating change reflects the success
Interstate has enjoyed in generating consistent revenue growth
while improving credit metrics, specifically leverage and
coverage.

Moody's also acknowledges the company's increased hotel ownership
and reduced exposure to Blackstone.

According to Moody's, Interstate achieved substantial revenue
growth from lodging activities, reaching in excess of
$100 million in 2005 versus approximately $81 million in 2004.

Additionally, the company has operated with much reduced leverage-
-less than 2X currently, though Moody's considers this temporary
as Interstate executes its growth strategy.  Coverage is also
temporarily high at above 6X; Moody's expects this figure to be at
least 3X to 3.5X in the near to intermediate term.

Recently, Interstate announced the sale of its corporate housing
subsidiary, BridgeStreet Worldwide.  This is a plus because it
reduces exposure to non-core business and because the company
plans to invest the proceeds into hotel ownership which enables it
to retain a greater share of income per asset.

Liquidity remains a ratings concern for Moody's, as the company
utilizes its credit facility as its primary source of external
liquidity and therefore has moderate to low levels of
availability.  Moody's expects that this would improve with better
capital market access.

Moreover, all assets of the company either collateralize mortgages
or are pledged to the credit facility, meaning that there are no
benefits of liquidity and flexibility associated with an
unencumbered asset base.  Moody's also notes the company has
experienced meaningful management turnover during the last two to
three years; increased tenure of its current officers would help
improve Interstate's ratings prospects.

The stable outlook reflects Moody's expectation that Interstate
will continue to grow assets and revenues while maintaining
approximately 3.5X leverage and coverage.

Moody's would consider raising Interstate's ratings should the
company demonstrate sustained fixed charge coverage in excess of
4X or Net Debt/EBITDA below 3X.  Positive rating momentum could
also be achieved through better capital market access as evidenced
by common stock or senior unsecured debt issues, an unencumbered
asset base approaching 40% of gross assets and greater tenure of
current management.

Conversely, downward pressure on the rating would likely result
from leverage above 4X or coverage below 3X.  Moody's would also
view negatively any loss of contracts resulting in a drop in
EBITDA of 10% or more, or any increase in exposure to any single
hotel owner exceeding 40% of total EBITDA.

These ratings were raised from B2 to B1:

   * Interstate Hotels & Resorts, Inc.

      -- Corporate family rating

   * Interstate Operating Company, L.P.

      -- Guaranteed senior secured credit facility

The ratings outlook for Interstate is stable.

In its prior rating action with respect to Interstate, Moody's
revised the rating outlook to positive from stable in September
2005.

Interstate Hotels & Resorts is headquartered in Arlington,
Virginia, USA and operates 223 hospitality properties with more
than 50,000 rooms in 39 states, the District of Columbia, Canada,
and Europe.  The company operates hotels for REITs as well as
other institutional real estate owners, non-institutional
ownership groups and privately held companies.


INTERSTATE OPERATING: S&P Rates Proposed $125 Mil. Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and its
'2' recovery rating to Interstate Operating Co. L.P.'s proposed
$125 million senior secured facility, reflecting the
expectation of a substantial recovery of principal in the event of
a payment default.  The facility will consist of a $60 million
revolving credit facility due 2010 and a $65 million term loan due
2010.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating for Arlington, Virginia-based Interstate
Hotels & Resorts Inc., the parent company.

The outlook is stable.

Total debt was about $125 million as of September 2006, pro forma
for the proposed facility, $33 million in mortgage debt to
partially fund the announced Hilton Houston Westchase acquisition,
and the transfer of lease obligations after the sale of the
company's BridgeStreet Worldwide unit.

"Interstate's credit measures and adequate liquidity support the
ratings, despite potential contract terminations," said Standard &
Poor's credit analyst Emile Courtney.

"We expect that the strength of the lodging industry and
termination fees will help mitigate the cash flow impact of lost
contracts over the near term.  The ratings incorporate some
cushion for credit measures to weaken modestly as the company
accomplishes its growth objectives, and therefore we do not see
downward ratings potential in the intermediate term.  Upward
ratings potential is also limited currently."

Interstate has a niche position in the lodging industry as an
independent hotel management company.


INT'L COAL: Unit Completes Buy of Selected Buffalo Coal Assets
--------------------------------------------------------------
International Coal Group, Inc.'s Vindex Energy subsidiary has
completed the purchase of selected assets of Buffalo Coal Company.
The purchased assets include coal reserves, a coal preparation
plant and a rail load-out facility near Mount Storm, West
Virginia.

Vindex Energy's $5 million bid for those assets was approved by
the U.S. Bankruptcy Court for the Northern District of West
Virginia on Dec. 8, 2006.

"The assets acquired in the Buffalo Coal Company bankruptcy have
important synergies with our existing Vindex operations," said Ben
Hatfield, President and CEO of ICG.  "Securing ownership of the
rail load-out is a particular enhancement to current operations
because that facility provides critical access to markets for
metallurgical coal sales.  Additionally, the coal reserves
complement our current holdings in that region and are expected to
be developed in conjunction with the existing Vindex operations."

                       About Buffalo Coal

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate originally
filed under chapter 7 on July 24, 2006, and was converted to a
case under chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V. Case No.
06-00625).  James R. Christie, Esq., at Clarksburg, West Virginia,
represents Barton Mining.

                    About International Coal

ICG is a leading producer of coal in Northern and Central
Appalachia and the Illinois Basin. The Company has 11 active
mining complexes, of which 10 are located in Northern and Central
Appalachia and one in Central Illinois. ICG's mining operations
and reserves are strategically located to serve utility,
metallurgical and industrial customers throughout the Eastern
United States.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service lowered International Coal Group's
speculative grade liquidity rating to SGL-4 from SGL-3 indicating
the company's weak liquidity.  The SGL-4 rating reflects Moody's
belief that ICG may need covenant relief by the first quarter of
2007 as it pertains to the 4x interest coverage requirement.

ICG's B2 corporate family rating reflects the significant
challenges facing ICG in meeting its aggressive production targets
and the significant capex and resultant negative free cash flow
that will be associated with these targets, in addition to the
capex needed to continue to upgrade the existing equipment fleet.

Moody's last rating action on ICG was, in September 2006, to raise
to Ba3 the rating on the company's Gtd. Senior Secured Facility
due 2011, and to lower to Caa1 the rating on the company's Gtd.
Senior Unsecured Notes due 2014.  These actions were taken in
accordance with the introduction of Moody's LGD methodology.


INT'L MANAGEMENT: Trustee Taps Vincent Performance as Consultant
----------------------------------------------------------------
William F. Perkins, the Trustee appointed in International
Management Associates LLC and its debtor-affiliates' Chapter 11
cases, asks the Honorable Paul W. Bonapfel of the U.S. Bankruptcy
Court for the Northern District of Georgia in Atlanta for
authority to retain Vincent Performance Services LLC as
consultant, nunc pro tunc to Dec. 11, 2006.

Vincent Performance will provide consulting services to Kilpatrick
Stockton LLP, the Trustee's bankruptcy counsel, regarding
potential estate claims against third parties operating in the
financial services industry.

Karyn D. Vincent, the founder of Vincent Performance Services,
discloses that the firm will bill $250 per hour for professional
fees and $100 for paraprofessional services.

Ms. Vincent assures the Court that the firm does not hold or
represent any interest adverse to the Debtors and their estates
and is disinterested pursuant to Section 101(14) of the Bankruptcy
Code.

Ms. Vincent can be reached at:

      Karyn D. Vincent
      Vincent Performance Services LLC
      2905 NE Broadway Street
      Portland, OR 97232

Headquartered in Atlanta, Georgia, International Management
Associates LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP represented the Debtors.  James R.
Sacca, Esq., at Greenberg Traurig, LLP, and Mark S. Kaufman, Esq.,
at McKenna Long & Aldridge LLP represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they did not state their total assets but
estimated total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


INT'L MANAGEMENT: Ch. 11 Trustee Wants Feb. 28 as Claims Bar Date
-----------------------------------------------------------------
William F. Perkins, the Chapter 11 Trustee, ask the Honorable
Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern
District of Georgia in Atlanta to establish Feb. 28, 2007, as the
bar date for filing proofs of claim, investment, or interest in
International Management Associates LLC and its debtor-affiliates'
cases.

Mr. Perkins said that fixing the bar date will enable him to
receive, process, and begin analysis of creditors' claims and
interests in a timely and efficient manner.

Written proof of claim, along with any and all supporting
documents, must be sent to:

      Clerk of Court
      U.S. Bankruptcy Court for the Northern District of Georgia
      Atlanta Division
      75 Spring Street S.W., Room 1340
      Atlanta, GA 30303

The Trustee also requires investors to file an original, written
proof of investment to be sent to the Clerk of the Bankruptcy
Court before the bar date.

The Trustee said that the investment accounts achieved the returns
on investment reported by the Debtors; therefore, the Trustee
respectfully submits that the principal invested funds method
represents a process that is fair to similarly situated investors.

Thus, the Trustee said, when completing proof of investment,
investors should calculate their investment as the sum initially
deposited plus or minus any sums added to or withdrawn from their
account.

The Trustee further requests that the Court authorize him to
object to asserted investments in the absence of adequate evidence
of such net investment amounts in the form of cancelled checks and
other substantiating documentation.

Headquartered in Atlanta, Georgia, International Management
Associates LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP represented the Debtors.  James R.
Sacca, Esq., at Greenberg Traurig, LLP, and Mark S. Kaufman, Esq.,
at McKenna Long & Aldridge LLP represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they did not state their total assets but
estimated total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


INWOOD PARK; Moody's Rates $50 Million Class E Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Inwood Park CDO Ltd.:

   -- Aaa to $565,500,000 Class A-1-A Floating Rate Notes due
      2021;

   -- Aaa to $141,375,000 Class A-1-B Floating Rate Notes due
      2021;

   -- Aaa to U.S. $177,500,000 Class A-2 Floating Rate Notes due
      2021;

   -- Aa2 to U.S. $90,625,000 Class B Floating Rate Notes due
      2021;

   -- A2 to U.S. $68,750,000 Class C Floating Rate Deferrable
      Notes due 2021;

   -- Baa2 to U.S. $50,000,000 Class D Floating Rate Deferrable
      Notes due 2021 and

   -- Ba2 to U.S. $50,000,000 Class E Floating Rate Deferrable
      Notes due 2021.

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

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

Blackstone Debt Advisors L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


IXIS REAL: Fitch Rates $7.95 Mil. Class B-4 Certificates at BB+
---------------------------------------------------------------
IXIS Real Estate Mortgage Capital Trust, mortgage pass-through
certificates series 2007-HE1, which closed on Jan. 30, 2007, is
rated by Fitch Ratings as:

   -- $634.81 million classes A-1 through A-4 'AAA';
   -- $32.99 million class M-1 'AA+';
   -- $24.65 million class M-2 'AA';
   -- $15.50 million class M-3 'AA-';
   -- $13.12 million class M-4 'A+';
   -- $12.72 million class M-5 'A';
   -- $11.53 million class M-6 'A-';
   -- $11.13 million class B-1 'BBB+';
   -- $7.95 million  class B-2 'BBB';
   -- $5.96 million  class B-3 'BBB-'; and,
   -- $7.95 million privately offered class B-4 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.15%
total credit enhancement provided by the 4.15% class M-1, the 3.1%
class M-2, the 1.95% class M-3, the 1.65% class M-4, the 1.6%
class M-5, the 1.45% class M-6, the 1.4% class B-1, the 1% class
B-2, the 0.75% class B-3, the 1% privately offered class
B-4 and 2.1% initial and target overcollateralization.

All certificates have the additional benefit of monthly excess
cash flow to absorb losses.  In addition, the ratings reflect the
quality of the loans, the integrity of the transaction's legal
structure as well as the primary servicing capabilities of Saxon
Mortgage Services Inc. Wells Fargo Bank, N.A. will be acting as
master servicer.  Deutsche Bank National Trust Company as trustee.

As of the cut-off date, Jan. 1 2007, the mortgage loans have an
aggregate balance of $649,588,500.  The weighted average loan rate
is approximately 8.401%.  Approximately 79.91% of the initial
mortgage loans are adjustable rate, approximately 20.09% are fixed
rate and approximately 4.4% are secured by second liens.  The
weighted average remaining term to maturity is 348 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $197,204.  The weighted average combined loan-to-
value ratio of the mortgage loans at origination was approximately
80.08%.  The properties are primarily located in California,
Florida and Illinois.

The depositor will also deposit approximately $145,411,500 into a
pre-funding account.  The amount in this account will be used to
purchase subsequent mortgage loans after the closing date and on
or prior to April 24, 2007.

All of the mortgage loans were purchased by Morgan Stanley ABS
Capital I Inc., the depositor, from IXIS Real Estate Capital Inc.
who previously acquired the mortgage loans from First NLC
Financial Services, Master Financial and Lenders Direct.


JP MORGAN: Fitch Holds Junk Rating on $14.7 Million Class J Certs.
------------------------------------------------------------------
Fitch upgrades J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates, series 1999-C8 as:

   -- $11 million class F to 'AA+' from 'AA';

In addition, Fitch affirms these classes:

   -- $318.6 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $36.6 million class B at 'AAA';
   -- $32.9 million class C at 'AAA';
   -- $14.6 million class D at 'AAA';
   -- $25.6 million class E at 'AAA';
   -- $16.5 million class G at 'A-'; and,
   -- $20.1 million class H at 'BB'.

The $14.7 million class J remains at 'CC/DR4'.  Class A-1 has paid
in full.

The upgrade reflects increased credit enhancement due to paydown,
scheduled amortization, as well as the additional defeasance of
seven loans since the last Fitch rating action.  As of the January
2007 distribution date, the pool's aggregate principal balance has
been reduced 33% to $490.5 million from
$731.5 million at issuance.  Since issuance, eighteen loans have
defeased, including two of the ten largest loans in the pool.

Currently, there are no loans in special servicing.

Fitch has designated the second largest loan in the pool, a
692-unit multifamily property in Rolling Meadows, Illinois, as a
Fitch Loan of Concern.  The January 2007 occupancy is 91%;
however, the loan has been periodically 30 days delinquent since
July 2005 due to problems with late-paying tenants.  Fitch will
continue to monitor the performance of the property.


LEHMAN MORTGAGE: Fitch Rates $2.5 Mil. Class B8 Certificates at B
-----------------------------------------------------------------
Fitch rates Lehman Mortgage Trust$548.2 million mortgage
pass-through certificates, series 2007-1, as:

   -- $517.1 million classes 1-A1, 1-A2, 1-A3, 2-A1 through 2-
      A14, 3-A1 through 3-A6, and R 'AAA';

   -- $13.8 million class B1 'AA';

   -- $3.6 million classes B2 and BIO1 'AA-';

   -- $4.1 million class B3 'A';

   -- $1.4 million classes B4 and BIO2 'A-';

   -- $2.8 million class B5 'BBB';

   -- $1.1 million class B6 'BBB-';

   -- $1.9 million class B7 'BB'; and,

   -- $2.5 million class B8 'B'.

The 'AAA' rating on the senior certificates reflects the 6% total
credit enhancement provided by the 2.5% class B1, the 0.65% class
B2, the 0.75% class B3, the 0.25% class B4, the 0.5% class B5, the
0.2% class B6, the privately offered 0.35% class B7, and the
privately offered 0.45% class B8, as well as the non-rated,
privately offered 0.35% class B9.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, the master servicing capabilities of
Aurora Loan Services LLC, and the primary servicing capabilities
of IndyMac Bank, F.S.B. and Aurora Loan Services LLC.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Classes 2-A1, 2-A5, 2-A12, 2-A13, 2-A14, 3-A1 and 3-A2 are the
exchangeable certificates.  Classes 2-A2, 2-A3, 2-A4, 2-A6 through
2-A11, and 3-A3 through 3-A6 are the regular certificates.

All or a portion of certain classes of offered certificates may be
exchanged for a proportionate interest in the related exchangeable
certificates.  All or a portion of the exchangeable certificates
may also be exchanged for the related offered certificates in the
same manner.  This process may occur repeatedly.  The classes of
offered certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur. Offered certificates and exchangeable certificates in
any combination may be exchanged only in the proportions shown in
the governing documents.  Holders of exchangeable certificates
will be the beneficial owners of a proportionate interest in the
certificates in the related combination group and will receive a
proportionate share of the distributions on those certificates.

On each distribution date when exchangeable certificates are
outstanding, principal distributions from the applicable related
certificates are allocated to the related exchangeable
certificates that are entitled to principal.  The payment
characteristics of the classes of exchangeable certificates will
reflect the payment characteristics of their related classes of
regular certificates.

The aggregate mortgage pool trust consists of 2,508 fixed-rate,
conventional, first lien residential mortgage loans, substantially
all of which have original terms to stated maturity of 30 years.
As of the cut-off date, Jan. 1, 2007, the mortgages have an
aggregate principal balance of approximately $550,093,861.  The
mortgage pool has a weighted average original loan-to-value ratio
of 75.53%, a weighted average coupon of 6.992%, and a weighted
average remaining term of 358.

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

The mortgage loans were primarily originated or acquired by
IndyMac Bank, F.S.B. and Lehman Brothers Bank, FSB.

Structured Asset Securities 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 multiple real estate mortgage
investment conduits.


LENOX GROUP: Inks Amended Consulting Deal with Carl Marks
---------------------------------------------------------
Lenox Group Inc. amended its consulting agreement with Carl Marks
Advisory Group LLC.

Pursuant to the Amendment, Carl Marks will provide the company
with an additional managing director to:

   -- assist in the development of the 2007 business plan
      incorporating cost savings and profit improvement action
      plans to be developed in conjunction with the company's
      management; and

   -- assist financial analysis and modeling related to the
      overall business, segment profitability and balance sheet
      tasks.  The company will pay Carl Marks $50,000 per month
      for these additional services.  It is estimated that the
      additional services will be required for approximately a
      period of two months.

A full-text copy of the Consulting Agreement is available for
free at: http://ResearchArchives.com/t/s?1939

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

                           *     *     *

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


MCMORAN EXPLORATION: Posts $9.2 Mil. Net Loss in 4th Quarter 2006
-----------------------------------------------------------------
McMoRan Exploration Co. reported a net loss of $9.2 million the
fourth quarter of 2006 compared with a net loss of $26.1 million,
for the fourth quarter of 2005.

McMoRan's net loss from its continuing operations for the fourth
quarter of 2006 totaled $11.6 million, which includes $17 million
of exploration expense, an impairment charge of $12.2 million to
reduce the net book value of the Minuteman field to its estimated
fair value at Dec. 31, 2006, and $2.8 million of start-up costs
associated with MPEH(TM).

McMoRan's fourth quarter 2006 net loss also included a gain of
$11 million associated with the formation of a new exploration
agreement, net of reimbursements for certain rights to the
company's private partner.

During the fourth quarter of 2005, McMoRan's net loss from
continuing operations totaled $21 million, including $2.2 million
of MPEH(TM) start-up costs and $21.9 million of exploration
expense.

McMoRan's fourth-quarter 2006 oil and gas revenues totaled
$53.2 million, compared to $34.5 million during the fourth quarter
of 2005.  During the fourth quarter of 2006, McMoRan's sales
volumes totaled 4.1 Bcf of gas and 437,000 barrels of oil and
condensate, including 180,700 barrels from Main Pass Block 299,
compared to 1.8 Bcf of gas and 223,300 barrels of oil and
condensate in the fourth quarter of 2005, including 100,400
barrels from Main Pass Block 299.  McMoRan's fourth-quarter
comparable average realizations for gas were $7.20 per thousand
cubic feet (Mcf) in 2006 and $12.67 per Mcf in 2005; for oil and
condensate, including Main Pass Block 299, McMoRan received an
average of $54.46 per barrel in fourth-quarter 2006 compared to
$53.16 per barrel in fourth-quarter 2005.

James R. Moffett and Richard C. Adkerson, Co-Chairmen of McMoRan,
said, "During 2006, we continued to pursue our focused strategy of
targeting Deep Miocene exploration prospects while adding to our
production from past success.  We will continue these efforts
during 2007 to expose shareholders to values we believe are
available through drilling high impact wells in our focused
exploration areas.  The receipt of our license application for our
MPEH(TM) project in January 2007 was a significant development in
our efforts to establish a new LNG gateway.  We are positive about
the potential for the facility and look forward to establishing
commercial arrangements that would provide long-term value to
shareholders."

                       Exploration Activities

Since 2004, McMoRan has participated in 14 discoveries on 28
prospects that have been drilled and evaluated, including six
discoveries in 2006.  Three additional prospects are either in
progress or not fully evaluated.

During the fourth quarter, McMoRan entered into an exploration
agreement with Plains Exploration & Production Company whereby PXP
will participate in up to nine of McMoRan's Deep Miocene
exploratory prospects for approximately 60 percent of McMoRan's
interest.  Under the agreement, PXP paid McMoRan $20 million for
leasehold interests and associated prospects.

McMoRan expects to commence drilling eight to ten exploratory
prospects during 2007 targeting Deep Miocene structures in the
shallow waters of the Gulf of Mexico and onshore South Louisiana,
including Mound Point South at Louisiana State Lease 340 and
potentially Cas at South Timbalier Block 70 in the first quarter.
McMoRan currently has exploration rights to approximately 370,000
gross acres and is also actively pursuing opportunities to acquire
additional acreage and prospects through farm-in or other
arrangements.

                        Capital Expenditures

On Dec. 31, 2006, McMoRan had unrestricted cash and cash
equivalents of $17.8 million and $28.8 million in borrowings under
its credit facility.  Capital expenditures for the fourth quarter
of 2006 totaled $49.5 million, and $252.4 million for the twelve-
months ended Dec. 31, 2006. McMoRan's capital expenditures
included significant development activities in addition to
exploration drilling.

                           About McMoran

McMoRan Exploration Co. (NYSE: MMR) -- http://www.mcmoran.com/--  
is an independent public company engaged in the exploration,
development and production of oil and natural gas offshore in the
Gulf of Mexico and onshore in the Gulf Coast area.  McMoRan is
also pursuing plans for the development of the MPEH(TM) which will
be used for the receipt and processing of liquefied natural gas
and the storage and distribution of natural gas.


MEDIFACTS INT'L: Organizational Meeting Scheduled on February 7
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Medifacts International, Inc.'s chapter 11
case at 11:00 a.m., on Feb. 7, 2007, at Room 5209, J. Caleb Boggs
Federal Building, 844 North King Street, in Wilmington, Delaware.

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 Rockville, Maryland, Medifacts International, Inc. --
http://www.medifacts.com/-- provides quality clinical trial
services to pharmaceutical, biotech and medical device companies
that are developing therapeutic drugs and products.  The company
employs 176 people in the North America, China and Europe.  The
company filed for chapter 11 protection on Jan. 28, 2007 (Bankr.
D. Del. Case No. 07-10110).  Joseph A. Malfitano, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


MERISTAR HOSPITALITY: Moody's Removes B3 Senior Unsecured Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn the senior unsecured
rating of MeriStar Hospitality Operating Partnership, LP.  The
rating has have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.  MeriStar acquired by a
private entity and has ceased to provide financial information.

These ratings were withdrawn:

   * MeriStar Hospitality Operating Partnership, LP

      -- B3 senior unsecured

In its most recent rating action with respect to MeriStar, Moody's
lowered the firm's senior unsecured ratings to B3 from B2 in May
2006.


MERRILL LYNCH: Moody's Assigns Low-B Ratings on 6 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings to
certificates issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates, Series 2007-Canada
21:

   -- Aaa to the $204.25 million Class A-1 Certificates due
      December 2023,

   -- Aaa to the $136.16 million Class A-2 Certificates due
      December 2023,

   -- Aa2 to the $8.19 million Class B Certificates due December
      2023,

   -- A2 to the $8.19 million Class C Certificates due December
      2023,

   -- Baa2 to the $10.11 million Class D Certificates due
      December 2023,

   -- Baa3 to the $3.37 million Class E Certificates due December
      2023,

   -- Ba1 to the $2.89 million Class F Certificates due December
      2023,

   -- Ba2 to the $1.93 million Class G Certificates due December
      2023,

   -- Ba3 to the $0.96 million Class H Certificates due December
      2023,

   -- B1 to the $0.96 million Class J Certificates due December
      2023,

   -- B2 to the $1.45 million Class K Certificates due December
      2023,

   -- B3 to the $1.93 million Class L Certificates due December
      2023,

   -- Aaa to the $369.55* million Class XP-1 Certificates due
      December 2023,

   -- Aaa to the $0.001* million Class XP-2 Certificates due
      December 2023, and

   -- Aaa to the $385.19* million Class XC Certificates due
      December 2023.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes, recourse on 65.2% of the pool, the diversity of the
collateral and the creditor friendly legal environment in Canada.
Moody's concerns include the concentration of the pool, where the
top ten loans account for 52.4% of the total pool balance and the
existence of subordinated debt on 8.3% of the pool.  Moody's
beginning loan-to-value ratio was 96.8% on a weighted average
basis.


MORGAN STANLEY: Fitch Assigns Low-B Ratings on Class J to O Certs.
------------------------------------------------------------------
Fitch rates Morgan Stanley Capital I Trust 2007-TOP25, commercial
mortgage pass-through certificates, as:

   -- $65,000,000 class A-1 'AAA';
   -- $145,395,000 class A-1A 'AAA';
   -- $77,700,000 class A-2 'AAA';
   -- $62,300,000 class A-AB 'AAA';
   -- $784,400,000 class A-3 'AAA';
   -- $155,451,000 class A-M 'AAA';
   -- $110,760,000 class A-J 'AAA';
   -- $1,554,514,355 class X 'AAA';
   -- $27,204,000 class B 'AA';
   -- $11,658,000 class C 'AA-';
   -- $25,261,000 class D 'A';
   -- $11,659,000 class E 'A-'.
   -- $13,602,000 class F 'BBB+';
   -- $13,602,000 class G 'BBB';
   -- $11,659,000 class H 'BBB-';
   -- $3,886,000 class J 'BB+';
   -- $3,887,000 class K 'BB';
   -- $5,829,000 class L 'BB-';
   -- $3,886,000 class M 'B+';
   -- $1,943,000 class N 'B'; and,
   -- $3,887,000 class O 'B-'.

The $15,545,355 Class P are not rated by Fitch.

Classes A-1, A-1A, A-2, A-AB, A-3, A-M, and A-J are offered
publicly, while classes B, C, D, E, F, G, H, J, K, L, M, N, and O
are privately placed pursuant to rule 144A of the Securities Act
of 1933.  The certificates represent beneficial ownership interest
in the trust, primary assets of which are 204 fixed rate loans
having an aggregate principal balance of approximately
$1,554,514,355, as of the cutoff date.


NATURADE INC: Appoints Rick Robinette as Executive VP of Sales
--------------------------------------------------------------
Naturade Inc. has appointed Rick Robinette as its new Executive
Vice President of Sales.

As an executive leader, Mr. Robinette brings to Naturade nearly 25
years of sales, marketing, operations and finance experience in
the nutritional supplements industry.  During his career, he has
worked with leading companies and brands including: Leiner Health
Products, Rexall Sundown, Next Proteins, and Window Rock
Enterprises.  Mr. Robinette is highly respected in the industry
and maintains strong relationships with major retailers, brokers,
distributors and vendors in the nutritional supplements market.

"I am very pleased to welcome Mr. Robinette to the Naturade
executive team," Richard Munro, President and CEO of Naturade,
stated.  "His extensive experience in Sales and Operations will
play a vital role as we plan for our emergence from Chapter 11 and
develop our 2007 growth strategies."

Mr. Robinette is also a co-founder of Koloseum Nutritional
Sciences, which disclosed that Redux Holdings, Inc. will become a
30% equity owner in the company.  Redux is also the majority owner
of Naturade, Inc.

Headquartered in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB)
-- http://www.naturade.com/-- distributes nutraceutical
supplements.  The Company filed for chapter 11 protection on
Aug. 31, 2006 (Bankr. C.D. Calif. Case No. 06-11493).  Richard H.
Golubow, Esq., Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at
Winthrop Couchot P.C., in Newport Beach, California, represent the
Debtor.  When the Debtor filed for protection from its creditors,
it listed assets of $10,255,402 and debts of $18,427,161.


NEW YORK RACING: NY State & Oversight Board Want Case Dismissed
---------------------------------------------------------------
The State of New York and the New York State Non-Profit Racing
Association Oversight Board ask the U.S. Bankruptcy Court for the
Southern District of New York to dismiss The New York Racing
Association Inc.'s chapter 11 case.

The Movants tells the Court that under the Bankruptcy Code, only
"persons" are eligible to be debtors under chapter 11.  The
Bankruptcy Code defines "persons" to exlcude "governmental units."
"Governmental units," the Movants say, is defined to include
"instrumentality" and a "municipality," which in turn is defined
to include a "public agency."

The Movants contend that the Debtor is both an instrumentality and
a public agency.

                       Instrumentality

The Movants say that the Debtor is an "instrumentality" of the
State under controlling Second Circuit law citing:

    * the Debtor has a governmental purpose and performs a
      governmental function in raising revenue for the State in
      accordance with its unique charter;

    * the Debtor performs this function on behalf of the State;

    * there are no meaningful private interests involved in the
      Debtor;

    * the State has the power and interests of an owner of the
      Debtor;

    * control and supervision of the Debtor is vested in public
      authorities;

    * the Debtor's continued existence depends on continued
      statutory grants of authority by the the State; and

    * the State has been the primery funder of the Debtor and the
      Debtor has been heavily dependent on the State for the
      funding.

                        Public Agency

The Movants further say that the Debtor is a "public agency" since
it was created by State statute for the purpose of operating a
revenue-producing enterprise for the benefit of the State.  The
Movants disclose that the Debtor has generated significant revenue
for the State and continues to do so.

The Court has set 2:00 p.m., on March 16, 2007, to hear on the
Movants' request.

The State of New York is represented by Nancy Hershey Lord, Esq.,
and Neal S. Mann, Esq., of the Office of the Attorney General of
the State of New York.  The Oversight Board is represented by Alan
W. Kornberg, Esq., and Kelley A. Cornish, Esq. at Paul, Weiss,
Rifkind, wharton & Garrison LLP.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


NEW YORK RACING: Lien Gaming Also Wants Chapter 11 Case Dismissed
-----------------------------------------------------------------
Lien Games Racing, LLC filed a joinder with U.S. Bankruptcy Court
for the Southern District of New York to the Motion of The State
of New York and the New York State Non-Profit Racing Association
Oversight Board to dismiss The New York Racing Association Inc.'s
chapter 11 case.

Lien Gaming tells the Court that it is owed a sum in excess of
$1.6 million on winning wagers that the Debtor failed to pay.
Lien Gaming contends that the Debtor's obligations are governed by
the Racing, Pari-Mutuel Wagering and Breeding Law.

Lien Gaming discloses that it is in a dispute with the Debtor with
respect to, inter alia, whether funds derived from wagers placed
into pari-mutuel pools on the races run at the Debtor's tracks
after deduction of authorized percentages, are property of the
Debtor's estate and whether, pursuant to the applicable provisions
of the Racing Law and Section 959(b) of Title 28 of the U.S. Code,
the Debtor may use these funds to fund its operations and
reorganization expenses.

Lien Gaming discloses that the disputed funds are the pay-offs due
to the holders of winning wagers.

Lien Gaming argues that these funds are property of the holders of
winning wagers and not property of the Debtor's estate.  However,
Lien Gaming relates that the Debtor continues to use these funds
that should be paid to the winning wagerers to fund its working
capital, or for other purposes not authorized under the New York
Racing Law.

Lien Gaming asks the Court that the Debtor's case should be
dismissed for the reasons set in New York State and the Oversight
Board's Motion and adds that the Debtor's behavior in asserting
ownership of funds not its own in derogation of the Racing Law is
inconsistent with its duties as a debtor-in-possession and with
the overall policies of chapter 11 of the Bankruptcy Code.

The Debtor has a fiduciary obligation to all of its creditors and
the obligation to any of its creditors is not satisfied when the
Debtor categorically refuses to acknowledge its role as a mere
stakeholder with respect to funds in pari-mutuel betting pools
which are due to winning wagerers, Lien Gaming relates.

Further, Lien Gaming says the dismissal is warranted since the
Debtor is not operating, and refuses to operate, in accordance
with the dictates of the Racing Law.

Lien Gaming operates off-track betting facilities for wagers
placed on races run at Debtor's New York tracks.

Philip Pierce, Esq., and Errol F. Margolin, Esq., at Margolin &
Pierce, LLP, represents Lien Gaming.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


PACIFIC LUMBER: Gets Authority to Use Cash Collateral Until Feb. 9
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted authority to Pacific Lumber and its debtor affiliates,
with the exception of Scotia Pacific Company LLC, to continue
using cash collateral in which LaSalle Bank National Association,
LaSalle Business Credit, LLC and Marathon Structured Finance Fund,
L.P., assert an interest in, through and including Feb. 9, 2007.

The Debtors filed with the Court a weekly budget for The Pacific
Lumber Company and Britt Lumber Co., Inc., through February 6,
2007.

               Pacific Lumber and Britt Lumber Company
                    Weekly Cash Flow Projection
                          February 2007

                                 Week Ending  For the Period
                                   02/02/07   02/03 to 02/06
                                 -----------  --------------
   Operating Cash Receipts
      Lumber Sales                $1,800,000               -
      Log Sales                            -               -
      Chips                                -               -
      By-Products                          -               -
      Power Sales, Town & Other            -               -
                                 -----------  --------------
         Total
         Operating Collections     1,800,000               -

   Payroll and Benefits
      PALCO Payroll                  102,000               -
      PALCO Payroll Taxes/401K             -               -
      Scopac Reimbursement                 -               -
      Britt Payroll                  125,000               -
      Britt Payroll Taxes                  -               -
      Medical, Workers' Comp.
         and Pharmacy                      -               -
                                 -----------  --------------
        Subtotal                     227,000               -

   Operating Expenses
      Scopac Payments                      -               -
      Logging Contractors                  -               -
      Log Purchases                        -               -
      Roads and Reforestation        250,000               -
      Insurance                            -               -
      Taxes                                -               -
      Other PALCO Operating
         and Capex                   250,000               -
      Britt Expenses                 225,000               -
      Power Plant                    275,000               -
      Town                            40,000               -
      Other                                -        $100,000
                                 -----------  --------------
         Subtotal                  1,040,000         100,000

   Prepetition
      PALCO Payroll and Taxes        198,000               -
      Britt Payroll and Taxes         50,000               -
      Medical and Workers' Comp      115,000               -
      Logging Contractors                  -               -
      Other prepetition                    -               -
                                 -----------  --------------
         Subtotal                    363,000               -

   Restructuring and Other
      DIP/Revolver Interest                -               -
      DIP Lender Expenses                  -               -
      PALCO Legal                          -               -
      PALCO Financial Advisory             -               -
      Creditors Comm. Professionals        -               -
      Scotia Development Expenses     60,000               -
      Recovery from Asset sales            -               -
                                 -----------  --------------
         Subtotal                     60,000               -
                                 -----------  --------------
   Total Outflows                 $1,690,000        $100,000
                                 -----------  --------------
   Net Cash Flow                    $110,000       ($100,000)
                                 -----------  --------------

   Total Cash Beginning
      January 19, 2007            $1,654,000      $1,654,000
                                 -----------  --------------
   Ending Cash                    $1,194,000      $1,094,000
                                 -----------  --------------

The Court rules that for purposes of providing adequate
protection of the Lenders' interest in the collateral and Cash
Collateral of the Lenders, the Lenders as of the Petition Date
are entitled to:

   (a) Claims under Section 503(b) of the Bankruptcy Code and
       replacements liens, including but not limited to proceeds
       of all claims and causes of action under Chapter 5 of the
       Bankruptcy Code; provided, with respect to any property
       currently subject to a prepetition lien of the Lenders,
       the replacement liens enjoy the same priority as those
       prepetition liens.  The replacement liens will not prime
       any liens that are "Permitted Liens" as the term is
       defined in the prepetition loan and lien documents among
       the Debtors and Lenders, and will be immediately junior
       to, and only to any of those Permitted Liens;

   (b) A superpriority administrative expense claim with respect
       to the use of all collateral and Cash Collateral under
       Section 507(b) of the Bankruptcy Code, which will be
       senior and superior to all other claims in the Debtors'
       cases under Sections 503(b) and 507(b); and

   (c) Continuing accrual of all interest, fees and expenses as
       provided in the Prepetition Loan Documents, subject in all
       respects to Sections 506(b) and 1124 of the Bankruptcy
       Code, if and to the extent those provisions are
       applicable.  provided the Lenders reserve the
       right to request at any time current payment of the
       amounts.  The Lenders reserve the right to request at any
       time current payment of any of those amounts, including in
       connection with the entry of a final order on the Debtors'
       request.

In addition to all reporting requirements under the Prepetition
Loan Documents, the Court directs the Debtors to provide to the
Lenders on a weekly basis a reconciliation showing actual
receipts and actual disbursements as compared to the Budget.

The Court orders that the Debtors' failure to comply with the
Budget, to timely provide a reconciliation, to comply with the
reporting requirements under the Prepetition Loan Documents or
otherwise comply with the terms of the Order will constitute a
default under the Cash Collateral Order.

It will not constitute a default of the Cash Collateral Order if,
measured weekly and cumulatively, actual aggregate receipts or
disbursements are less than or exceed budgeted aggregate receipts
or disbursements by 10%.

The Debtors are only permitted to use Cash Collateral for the
purposes enumerated in the Budget.  The Debtors are not permitted
to use Cash Collateral for payment of professional fees,
disbursements, costs or expenses incurred in connection with
asserting any claims or causes of action against the Lenders.

For any dollar amounts incurred or accrued during the periods the
Debtors are using the Cash Collateral of the Lenders, the Debtors
waive their right to seek to surcharge the Lenders or the
Lenders' collateral under Section 506(c).

The Court will convene a hearing on February 6, 2007, on the
Debtors' motion for a final order authorizing their use of cash
collateral.

                        About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 3, http://bankrupt.com/newsstand/or
215/945-7000).


PACIFIC LUMBER: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 19,
has appointed five creditors to the Official Committee of
Unsecured Creditors in The Pacific Lumbers Company and its
debtor-affiliates Chapter 11 cases.

The Creditors Committee consists of:

      (1) Environmental Protection Information Center
          370 Grand Avenue Suite 5
          Oakland, CA 94610
          Attn: Sharon E. Duggan
          Tel: (510) 271-0825
          Fax: (510) 271-0829
          E-mail: foxsguggan@aol.com

      (2) John Miller
          Interim City Manager, City of Rio Dell
          675 Wildwood Ave., Rio Dell,
          CA 95562
          Tel: (707) 764-3532
          Fax: (707) 765-5480
          E-mail: cm@riodellcity.com

      (3) Pacific Coast Trading, Inc.
          1690 Green Ash Road
          Reno, NV 89511
          Attn: Miles T. Crail
          Tel: (775) 828-9333
          E-mail: pcl@charter.net

      (4) United Steelworkers
          Five Gateway Center, Suite 807
          Pittsburgh, PA 15222
          Attn: David Jury
          Tel: (412) 562-2549
          Fax: (412) 562-2429
          E-mail: djury@usw.org

      (5) Steve Cave
          2332 Wrigley Road
          Eureka, CA 95503
          Tel: (707) 443-5078
          Fax: (707) 443-4998
          E-mail: bbertain@suddenlink.net

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

                        About Pacific Lumber

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

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

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

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on January 18, 2007 (U.S. Bankr. S.D.
Tex. Case Nos: 07-20027 to 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., Gary M. Kaplan, Esq., at Howard Rice
Nemerovski Canady Falk & Rabkin represent Pacific Lumber.  Kathryn
A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn &
Crutcher LLP, represent Scotia Pacific.  When the Debtors sought
protection from their creditors, they listed $284,300,000 in
assets and $736,900,000 total liabilities.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 3, http://bankrupt.com/newsstand/or
215/945-7000).


PETSMART INC: Moody's Holds Corporate Family Rating at Ba2
----------------------------------------------------------
Moody's Investors Service revised the rating outlook of PetSmart,
Inc. to positive from stable and affirmed the corporate family
rating at Ba2.

The outlook revision is prompted by Moody's expectation that
operating performance will remain strong, even assuming a
substantial pace of share repurchases and new store development,
and that financial flexibility will continue improving.

This rating is affirmed:

-- Corporate family rating at Ba2.

Moody's does not rate the $125 million secured revolving credit
facility.

The positive rating outlook anticipates that the company will
steadily grow revenue and cash flow, and continue to improve
credit metrics.  The outlook also considers Moody's expectation
that PetSmart will control debt increases through moderating the
pace of share repurchases.

Ratings could move upward over the near term:

   -- if the company continues the steady pattern of growth in
      sales and profitability at new and existing stores;

   -- if shareholder returns and capital investments are largely
      internally financed; and,

   -- if credit metrics remain near current levels.

Factors that could lead Moody's to consider a negative rating
action include a reversal in the pattern of sales improvement,
deterioration in the company's market position, or a
recapitalization for purposes such as financing shareholder
returns.  Credit metrics that Moody's will focus on include debt
to EBITDA approaching 4x, EBIT to interest declining below 3x, or
free cash flow to debt falling toward breakeven.

The corporate family rating assignment of Ba2 acknowledges that
many key credit factors have low investment grade or high non
investment grade attributes, and the positive rating outlook
reflects Moody's opinion that revenue, cash flow, and credit
metrics will continue improving.

PetSmart's geographic distribution across the U.S. and Canada, its
position as the largest specialty retailer of supplies, food, and
services for the growing population of household pets, and key
credit metrics including high retained cash flow and interest
coverage and low leverage have investment grade characteristics.
Important factors with non-investment grade characteristics are
the company's relatively small size compared to many investment
grade companies, the limited cash flow for balance sheet
improvement after share repurchases, and the potential for
increased competition from non-specialty retailers of pet
products.  The assigned corporate family rating of Ba2 versus the
model output of Baa3 continues to reflect Moody's concern
regarding the likelihood of substantial share repurchases as well
as PetSmart's relatively small size for an investment grade
company.

PetSmart, Inc, with headquarters in Phoenix, Arizona is the
largest specialty retailer of supplies, food, and services for
household pets.  The company currently operates 887 stores in the
U.S. and Canada.  Revenue for the twelve months ending
Oct 29, 2006 was about $4.1 billion.


PGS INC: Moody's Junks Rating on Senior Subordinate Notes
---------------------------------------------------------
Moody's Investors Service assigned first time ratings to PGS Inc.,
formerly a division of Pearson PLC.

Moody's assigned a B2 corporate family rating, a Ba3 rating to the
senior secured credit facility and a Caa1 rating to the senior
subordinated notes.  The ratings for these debt instruments
reflect both the overall probability of default of the company, to
which Moody's assigns a PDR of B2, and a loss given default of
LGD2 to the senior credit facilities and LGD5 to the subordinated
notes.

The rating outlook is stable.

Veritas Capital, together with members of the current management
team of PGS, executed a definitive purchase agreement to acquire
PGS for $600 million from Pearson PLC.  The parent, Pearson, PLC,
is expected to retain a small equity stake.

At closing, PGS intends to use $245 million of the available
$280 million in senior credit facilities, $190 million of
subordinated notes and a $190 million equity contribution from the
Sponsor to fund the cash payments to shareholders and fees and
expenses.  The transaction is expected to close mid February 2007.
The $40 million revolver is expected to have approximately $35
million of availability at closing.

Key factors for rating government services firms include:

   -- financial strength
   -- business profile
   -- liquidity profile
   -- competitive characteristics

The B2 corporate family rating for PGS is constrained by high
financial leverage, a limited track record at current profit
levels and the small size relative to rated peers.  The ratings
are supported by significant revenue visibility due to the highly
predictable long term contracts with government entities, a
minimal level of recompetes for government contracts over the next
three years, cash flow and interest coverage metrics that are
consistent with the average in the rating category, and a
favorable contract mix resulting in margins above many of its
competitors.  The ratings also reflect the significant customer
concentration with government entities and the primarily unfunded
nature of the government contract backlog.

Moody's assigned these rating:

   -- Ba3, LGD2, 25%, $40 million senior secured revolving credit
      facility due 2012

   -- Ba3, LGD2, 25%, $240 million first lien term loan facility
      due 2013

   -- Caa1, LGD5, 84%, $190 million senior subordinated notes due
      2015

   -- B2, corporate family rating

   -- B2, probability of default rating

   -- SGL-3, Speculative Grade Liquidity Rating

The ratings outlook is stable and predicated upon PGS realizing
and utilizing free cash flow for debt repayment and maintaining an
adequate liquidity cushion.  The outlook also anticipates a modest
improvement in credit metrics over the intermediate term.

The ratings and outlook are also subject to the finalization of
the covenant package and enforceability of tax shields related to
the transaction.

The assignment of the SGL-3 liquidity rating reflects an adequate
liquidity position pro forma for the acquisition of the company by
Veritas Capital.  The SGL-3 rating is supported by modest cash
flow which is heavily dependent on tax benefits related to the
acquisition, the use of revolver borrowings to fund working
capital needs and minimal alternative liquidity.

PGS, Inc., with corporate headquarters in Arlington, Virginia, is
a provider of information management and business process
outsourcing services.  Revenues for the LTM period ended
Sept. 30, 2006, were $573 million.


PLASTECH ENGINEERED: Moody's Rates New Sr. Secured Term Loan at B3
------------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family rating
of Plastech Engineered Products but lowered the rating of
Plastech's new first lien senior secured term loan facility to B3
from B2.

The ratings for the company's new asset based revolving credit and
second lien term loan remain unchanged at B1 and Caa2,
respectively.

The rating actions follow the company's reduction and retranching
of the new facilities, which results in a higher level of first
lien obligations.  Plastech plans to reduce the aggregate size of
its new facilities from a committed amount of $600 million to $590
million.  First lien commitments will increase by $40 million and
second lien commitments will decrease by $50 million.

The outlook remains stable.

Ratings Affirmed:

   -- Corporate Family Rating, at B3

   -- Probability of Default Rating, at B3

   -- B1 rating for the $225 million asset based revolving credit
      facility, due 2011, with the LGD assessment changed to
      LGD2, 29%, from LGD2, 26%;

   -- Caa2 rating for the $100 million second lien term loan, due
      2013, with the LGD assessment changed to LGD5, 81%, from
      LGD5, 79%

Ratings lowered:

   -- First lien term loan due 2012, rating lowered to B3 from
      B2, with the LGD Assessment changed to LGD3, 45% from
      LGD3, 42%

The ratings and outlook continue to embody the incremental
liquidity and reduced debt amortization requirements afforded by
the proposed refinancing combined with the pressures from lower
market shares of the Big-3 OEMs, continued pricing givebacks and
high raw material pricing.

Plastech's new business wins, efforts to improve efficiencies in
its operations, and progress with negotiating additional business
with JCI are expected to somewhat mitigate the above risks and
allow the company's credit metrics to be maintained at the current
rating level over the near-term.

Factors that could contribute to an improved rating outlook and
eventual rating upgrades include:

   -- further diversification of Plastech's revenue base which
      results in stabilized or improved operating margins;

   -- stabilized commodity prices;

   -- improved profitability through negotiated new business
      contracts;

   -- additional new business awards with solid margins
      sufficient to offset OEM pricedowns.

Consideration for an improved rating outlook or upward rating
migration would arise if any combination of these factors were to
reduce leverage consistently under 4.0x or increase EBIT/interest
coverage consistently above 2.0x.

Factors that could result in pressure on the rating include:

   -- liquidity is not being adequately maintained;

   -- anticipated new business contracts not materializing in
      sufficient amounts to offset customer pricedowns;

   -- reports that the company is expecting to complete
      acquisitions; and,

   -- continued increases in raw materials prices not offset by
      productivity improvements.

Pressures that could result in downward outlook or rating
migration would arise if any combination of these factors were to
result in leverage of over 6.0x and/or result in EBIT/Interest
coverage approaching 1.0x.

Plastech Engineered Products, headquartered in Dearborn, Michigan,
is a leading designer and manufacturer of primarily plastic
automotive components and systems for OEM and Tier I customers.
These components and systems incorporate injection-molded plastic
parts, blow-molded plastic parts, and a small percentage of
stamped metal components.  They are used for interior, exterior
and under-the-hood applications.  Annual revenues approximate
$1 billion.


PRUDENTIAL SECURITIES: Fitch Upgrades BB+ Rating on Class J Certs.
------------------------------------------------------------------
Fitch Ratings has upgraded Prudential Securities Secured Financing
Corp.'s commercial mortgage pass-through certificates, series
1999-NRF1, as:

   -- $20.9 million class F to 'AA+' from 'AA';
   -- $25.5 million class G to 'A-' from 'BBB+';
   -- $9.3 million class H to 'BBB+' from 'BBB'; and,
   -- $9.3 million class J to 'BBB-' from 'BB+'.

In addition, Fitch affirms these classes:

   -- $355.4 million class A-2 at 'AAA';
   -- Interest-only class A-EC at 'AAA';
   -- $51.1 million class B at 'AAA';
   -- $46.4 million class C at 'AAA';
   -- $46.4 million class D at 'AAA'; and,
   -- $13.9 million class E at 'AAA.

Fitch does not rate the $15.8 million class K, $6.5 million class
L, or $7.8 million class M certificates.  The A-1 certificates
have paid in full.

The upgrades are the result of 5.1% defeasance and 2.2% paydown
since the last Fitch rating action.  As of the January 2007
distribution date, the pool has paid down 34.6% to $604.2 million
from $928.9 million at issuance.  In addition, 33 loans, 15.4% of
the pool, have defeased.

Fitch identified 33 Loans of Concern.  These include one specially
serviced loan and loans with low debt service coverage ratios and
occupancies, as well as other performance issues.


PXRE GROUP: Lack of Market Interest Cues Fitch's Withdrawn Ratings
------------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of PXRE Group Ltd. due to
a lack of market interest.  Fitch will no longer provide rating
coverage of PXRE.

Withdrawal:

PXRE Group Ltd.

   -- Issuer Default Rating 'BB'

PXRE Capital Trust I

   -- $100 million trust preferred securities 8.85% due Feb. 1,
      2027 'B+'

PXRE Reinsurance Company
PXRE Reinsurance Ltd.

   -- IFS 'BB+'


REALOGY CORP: Stockholders Meet on March 30 to Vote on Apollo Deal
------------------------------------------------------------------
Realogy Corp. will hold a special meeting of stockholders on
March 30, 2007, 10:00 a.m., local time, at One Hilton Court,
Parsippany, New Jersey, to adopt the merger agreement providing
for the acquisition of the company by an affiliate of Apollo
Management, L.P.

Stockholders of record of the company as of the close of business
on Feb. 20, 2007, will be entitled to vote at the special meeting.

The company currently expects that the definitive proxy statement
will be mailed to the company's stockholders on or about Feb. 23,
2007.

The company also expects to complete the merger in April 2007,
subject to the adoption of the merger agreement by the company's
stockholders and the satisfaction of other closing conditions.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
the company has entered into a definitive agreement to be acquired
by an affiliate of Apollo Management L.P. in a transaction valued
at approximately $9 billion, including the assumption or repayment
of approximately $1.6 billion of net indebtedness and legacy
contingent and other liabilities of approximately $750 million.

Under the terms of the agreement, Realogy stockholders would
receive $30.00 per share in cash at closing, representing a
premium of 18% over Friday's market closing price of $25.50 and a
premium of 26% over Realogy's average closing share price since
its spin-off from Cendant Corporation on Aug. 1, 2006.

                  About Apollo Management L.P.

Apollo, founded in 1990, is a recognized leader in private equity,
debt and capital markets investing.  Since its inception, Apollo
has successfully invested over $16 billion in companies
representing a wide variety of industries, both in the U.S. and
internationally.  Apollo is currently investing its sixth private
equity fund, Apollo Investment Fund VI, L.P., which along with
related co-investment entities, represents approximately
$12 billion of committed capital.

                       About Realogy Corp.

Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H
-- http://www.realogy.com/-- is real estate franchisor and a
member of the S&P 500.  The company has a diversified business
model that also includes real estate brokerage, relocation, and
title services.  Realogy's world-renowned brands and business
units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), ERA(R), Sotheby's International Realty(R), NRT
Incorporated, Cartus, and Title Resource Group.  Realogy has more
than 15,000 employees worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Realogy Corp. to 'BB+' from 'BBB'.


REGAL CINEMAS: Fitch Rates Senior Subordinated Notes at B
---------------------------------------------------------
Fitch has established ratings on Regal Entertainment Group and
Regal Cinemas Corporation by assigning a 'B+' Issuer Default
Rating to both issuing entities.  The rating action affects
approximately $1.8 billion of debt outstanding at Sept. 28, 2006.

The Rating Outlook is Stable.

These are the rating actions:

Regal Cinemas:

   -- IDR 'B+';
   -- Senior secured facility 'BB/RR2'
   -- Senior subordinated notes 'B/RR5'

RGC

   -- IDR 'B+'
   -- Senior unsecured convertible notes 'B-/RR6'

The ratings reflects the company's size and position as a leading
theater exhibitor, solid geographic diversity, sound operating
performance, and relatively stable free cash flow generation.
Fitch notes that the company is the only major exhibitor in over
85% of the film distribution zones in which it operates.  These
strengths are balanced by the intermediate term risks associated
with collapsing film distribution windows, increased competition
from at-home entertainment media, heavy reliance upon a limited
number of film distribution companies, limited control over
revenue trends, high operating leverage which can make theater
operators free cashflow-negative in a downturn, and a history of
aggressive dividend payouts.

Fitch's outlook for the movie exhibition industry is stable in
2007 given a strong film slate; however, in establishing the long-
term ratings, Fitch heavily weighed the current and prospective
challenges facing RGC and its industry peers.

Going forward, pricing is not likely to be under significant
pressure, but attendance is expected to continue to remain exposed
to indirect competition from other distribution channels such as
DVD, home video and video on demand; particularly as film
distribution windows continue to gradually collapse.  In addition,
exhibitor performance is tied to the quality of the motion
pictures produced and distributed, a critical factor that is
largely outside of management's control.

Ancillary revenues from on-screen and theater lobby advertising as
well as the introduction of digital cinema provide some long-term
growth potential.  Regal pursues these opportunities through
National CineMedia LLC which was founded as a joint venture among
RGC, AMC Entertainment Inc. and Cinemark.  The three majority
owners have decided to sell a portion of their stake in NCM in an
IPO expected to close in the first quarter of 2007.  On the 3Q06
earnings call, RGC management stated that they expect to receive
after-tax proceeds of approximately $400-425 million which will
likely be distributed to shareholders.

Anschutz Company owns substantially all outstanding Class B common
stock and as such controls over 75% of the voting power of all
outstanding stock.  Mr. Anschutz relinquished his board seat at
the company's annual meeting on May 10, 2006 but is expected to
retain a meaningful influence.

Importantly, the company has actively returned capital to
shareholders as evidenced by its history of special dividends and
its high ongoing regular dividend payout.  The company paid
special and regular dividends totaling $175.9 million in 2005,
$842.2 million in 2004 and $799.3 million in 2003.  Existing and
expected financial policies are consistent with the rating level.

Debt has grown steadily due to the modernization of its theatres
and acquisitions.  While characterized by a high fixed cost
structure and meaningful maintenance capital expenditures, much of
the modernization is complete and a portion of capital
expenditures are expected to be discretionary in a downturn. Total
leverage at the RGC level as of Sept. 28, 2006 was 3.6x; however,
Fitch focuses on adjusted leverage at the RGC level which was
5.3x.  Given the company's business risks, Fitch believes Regal is
strongly positioned in the 'B+' category and that the company has
capacity at its IDR for modest additional leverage.

Liquidity is adequate with cash of $80 million, $99 million
available under the company's $100 million revolver, and free cash
flow of $31 million as of Sept. 28, 2006.  The company's maturity
schedule is manageable with less than $30 million due in each of
2007, 2008 and 2009, excluding the convertibles described below
which are due May 15, 2008.  The company's liquidity is further
supported by the working capital dynamics of the theater
exhibition business.  Days payables outstanding typically exceed
30 days while inventories are minimal and days in receivables are
less than 5 days as most sales are settled in cash at the time of
purchase.  This positive working capital carry is a positive for
the credit profiles of theater exhibitors in general.

On Oct. 27, 2006, Regal Cinemas Corporation entered into Fifth
Amended and Restated Credit Facility which consists of a term loan
facility of $1.7 billion due Oct. 27, 2013 and a revolving credit
facility of up to $100.0 million due Oct. 27, 2011, which has a
$30 million letter of credit sub limit.  As of Sept. 28, 2006,
there was $1,663.9 million outstanding under the senior credit
facility.  Regal Cinemas is in compliance with all covenants with
the most restrictive being the Maximum Consolidated Leverage Ratio
of 4.0x.  The leverage covenants are calculated on a net debt
basis at the Regal Cinemas level.

RGC is the issuer of $240 million of convertible senior notes,
which are structurally subordinated to Regal Cinemas' senior
credit facility, and the 9 3/8% unsecured senior subordinated
bonds.  The convertibles were issued May 28, 2003 and mature
May 15, 2008 and are convertible at the holders' option.  At Sept.
28, 2006, there were $127.4 million convertibles outstanding.  In
financial ratios, Fitch assigned the convertible notes a class A
consideration as defined under Fitch's updated hybrid securities
guidelines.  Per Fitch's guidelines, these notes are not
considered mandatorily convertible, they are not loss absorbing,
are not deferrable and are not permanent.

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  RGC's RRs reflect
Fitch's expectation that the enterprise value of the company, and
hence, recovery rates for its creditors, will be maximized in a
restructuring scenario, rather than a liquidation.  The 'RR2'
recovery rating for the company's credit facilities reflects
Fitch's belief that 71-90% recovery is reasonable given its
priority position.  The 'RR5' recovery rating for the operating
company senior subordinated notes reflect Fitch's estimate that
11-30% recovery is reasonable.  The 'RR6' recovery rating for
holding company convertible senior unsecured notes reflect Fitch's
estimate that negligible recovery would be achievable due to their
deep subordination to other securities in the capital structure.


REGAL ENT: Fitch Puts B- Rating on Sr. Unsecured Convertible Notes
------------------------------------------------------------------
Fitch has established ratings on Regal Entertainment Group and
Regal Cinemas Corporation by assigning a 'B+' Issuer Default
Rating to both issuing entities.  The rating action affects
approximately $1.8 billion of debt outstanding at Sept. 28, 2006.

The Rating Outlook is Stable.

These are the rating actions:

Regal Cinemas:

   -- IDR 'B+';
   -- Senior secured facility 'BB/RR2'
   -- Senior subordinated notes 'B/RR5'

RGC

   -- IDR 'B+'
   -- Senior unsecured convertible notes 'B-/RR6'

The ratings reflects the company's size and position as a leading
theater exhibitor, solid geographic diversity, sound operating
performance, and relatively stable free cash flow generation.
Fitch notes that the company is the only major exhibitor in over
85% of the film distribution zones in which it operates.  These
strengths are balanced by the intermediate term risks associated
with collapsing film distribution windows, increased competition
from at-home entertainment media, heavy reliance upon a limited
number of film distribution companies, limited control over
revenue trends, high operating leverage which can make theater
operators free cashflow-negative in a downturn, and a history of
aggressive dividend payouts.

Fitch's outlook for the movie exhibition industry is stable in
2007 given a strong film slate; however, in establishing the long-
term ratings, Fitch heavily weighed the current and prospective
challenges facing RGC and its industry peers.

Going forward, pricing is not likely to be under significant
pressure, but attendance is expected to continue to remain exposed
to indirect competition from other distribution channels such as
DVD, home video and video on demand; particularly as film
distribution windows continue to gradually collapse.  In addition,
exhibitor performance is tied to the quality of the motion
pictures produced and distributed, a critical factor that is
largely outside of management's control.

Ancillary revenues from on-screen and theater lobby advertising as
well as the introduction of digital cinema provide some long-term
growth potential.  Regal pursues these opportunities through
National CineMedia LLC which was founded as a joint venture among
RGC, AMC Entertainment Inc. and Cinemark.  The three majority
owners have decided to sell a portion of their stake in NCM in an
IPO expected to close in the first quarter of 2007.  On the 3Q06
earnings call, RGC management stated that they expect to receive
after-tax proceeds of approximately $400-425 million which will
likely be distributed to shareholders.

Anschutz Company owns substantially all outstanding Class B common
stock and as such controls over 75% of the voting power of all
outstanding stock.  Mr. Anschutz relinquished his board seat at
the company's annual meeting on May 10, 2006 but is expected to
retain a meaningful influence.

Importantly, the company has actively returned capital to
shareholders as evidenced by its history of special dividends and
its high ongoing regular dividend payout.  The company paid
special and regular dividends totaling $175.9 million in 2005,
$842.2 million in 2004 and $799.3 million in 2003.  Existing and
expected financial policies are consistent with the rating level.

Debt has grown steadily due to the modernization of its theatres
and acquisitions.  While characterized by a high fixed cost
structure and meaningful maintenance capital expenditures, much of
the modernization is complete and a portion of capital
expenditures are expected to be discretionary in a downturn. Total
leverage at the RGC level as of Sept. 28, 2006 was 3.6x; however,
Fitch focuses on adjusted leverage at the RGC level which was
5.3x.  Given the company's business risks, Fitch believes Regal is
strongly positioned in the 'B+' category and that the company has
capacity at its IDR for modest additional leverage.

Liquidity is adequate with cash of $80 million, $99 million
available under the company's $100 million revolver, and free cash
flow of $31 million as of Sept. 28, 2006.  The company's maturity
schedule is manageable with less than $30 million due in each of
2007, 2008 and 2009, excluding the convertibles described below
which are due May 15, 2008.  The company's liquidity is further
supported by the working capital dynamics of the theater
exhibition business.  Days payables outstanding typically exceed
30 days while inventories are minimal and days in receivables are
less than 5 days as most sales are settled in cash at the time of
purchase.  This positive working capital carry is a positive for
the credit profiles of theater exhibitors in general.

On Oct. 27, 2006, Regal Cinemas Corporation entered into Fifth
Amended and Restated Credit Facility which consists of a term loan
facility of $1.7 billion due Oct. 27, 2013 and a revolving credit
facility of up to $100.0 million due Oct. 27, 2011, which has a
$30 million letter of credit sub limit.  As of Sept. 28, 2006,
there was $1,663.9 million outstanding under the senior credit
facility.  Regal Cinemas is in compliance with all covenants with
the most restrictive being the Maximum Consolidated Leverage Ratio
of 4.0x.  The leverage covenants are calculated on a net debt
basis at the Regal Cinemas level.

RGC is the issuer of $240 million of convertible senior notes,
which are structurally subordinated to Regal Cinemas' senior
credit facility, and the 9 3/8% unsecured senior subordinated
bonds.  The convertibles were issued May 28, 2003 and mature
May 15, 2008 and are convertible at the holders' option.  At Sept.
28, 2006, there were $127.4 million convertibles outstanding.  In
financial ratios, Fitch assigned the convertible notes a class A
consideration as defined under Fitch's updated hybrid securities
guidelines.  Per Fitch's guidelines, these notes are not
considered mandatorily convertible, they are not loss absorbing,
are not deferrable and are not permanent.

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  RGC's RRs reflect
Fitch's expectation that the enterprise value of the company, and
hence, recovery rates for its creditors, will be maximized in a
restructuring scenario, rather than a liquidation.  The 'RR2'
recovery rating for the company's credit facilities reflects
Fitch's belief that 71-90% recovery is reasonable given its
priority position.  The 'RR5' recovery rating for the operating
company senior subordinated notes reflect Fitch's estimate that
11-30% recovery is reasonable.  The 'RR6' recovery rating for
holding company convertible senior unsecured notes reflect Fitch's
estimate that negligible recovery would be achievable due to their
deep subordination to other securities in the capital structure.


REPERFORMING LOAN: Moody's Junks Rating on Class B-4 Certificates
-----------------------------------------------------------------
Moody's Investors Service has downgraded two certificates and
confirmed the rating of one certificate from a Reperforming Loan
REMIC Trust Certificates deal, issued in 2003.  The transaction
consists of securitizations of FHA insured and VA guaranteed re-
performing loans virtually all of which were repurchased from GNMA
pools.  The insurance covers a large percent of any losses
incurred as a result of borrower defaults.

The two most subordinate certificates from the Reperforming Loan
REMIC Trust Certificates, Series 2003-R4 transaction have been
downgraded because existing credit enhancement levels are low
given the current projected losses on the underlying pools.
Frequencies of loans into default appear to be significant for FHA
VA collateral causing erosion in credit support.

Currently there is only a limited amount of credit enhancement in
the form a subordinate bond.

The one certificate is being confirmed because the credit
enhancement levels, including subordinate certificates are
sufficient compared to the current projected loss numbers for the
current rating level.

These are the rating actions:

   * Reperforming Loan REMIC Trust Certificates

   * Downgrades

      -- Series 2003-R4; Class B-3, downgraded to B2 from Ba2
      -- Series 2003-R4; Class B-4, downgraded to Ca from B2

   * Confirmed

      -- Series 2003-R4; Class B-2, Baa2 rating confirmed


RESIDENTIAL ACCREDIT: Fitch Lifts Low-B Ratings on Certificates
---------------------------------------------------------------
Fitch Ratings has taken action on Residential Accredit Loan,
Inc.'s mortgage-pass through certificates:

Series 2001-QS13

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AAA;
   -- Class M-2 affirmed at 'AAA;
   -- Class M-3 upgraded to 'AA' from 'A';
   -- Class B-1 upgraded to 'A' from 'BB'; and,
   -- Class B-2 upgraded to 'BBB' from 'B'.

Series 2002-QS2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 upgraded to 'AAA' from 'AA';
   -- Class M-3 upgraded to 'AAA' from 'A';
   -- Class B-1 upgraded to 'AA' from 'BB'; and,
   -- Class B-2 affirmed at 'B'.

Series 2002-QS5

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 upgraded to 'AAA' from 'AA';
   -- Class M-3 upgraded to 'AA' from 'A';
   -- Class B-1 upgraded to 'BBB' from 'BB'; and,
   -- Class B-2 affirmed at 'B'.

Series 2004-QS3

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

Series 2004-QS4

   -- Class A affirmed at 'AAA'

Series 2004-QS6

   -- Class A affirmed at 'AAA'
   -- Class M-1 affirmed at 'AA;
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 affirmed at 'BB'; and,
   -- Class B-2 downgraded to 'C/DR4' from 'B'.

Series 2004-QS7

   -- Class A affirmed at 'AAA'

Series 2004-QS8

   -- Class A affirmed at 'AAA'

Series 2004-QS9

   -- Class A affirmed at 'AAA'
   -- Class M-1 affirmed at 'AA;
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 affirmed at 'BB'; and,
   -- Class B-2 downgraded to 'C/DR4' from 'B'.

Series 2004-QS10

   -- Class A affirmed at 'AAA'

Series 2004-QS11

   -- Class A affirmed at 'AAA'

Series 2004-QS12

   -- Class A affirmed at 'AAA'

Series 2004-QS13

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

Series 2004-QS15

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

Series 2004-QS16, Group I

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

Series 2004-QS16, Group II

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

Series 2005-QO4

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

Series 2005-QS1

   -- Class A affirmed at 'AAA';

Series 2005-QS2

   -- Class A affirmed at 'AAA';

Series 2005-QS3 Group I

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

Series 2005-QS3 Group II

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

Series 2005-QS4

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

Series 2005-QS5

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

Series 2005-QS6

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

Series 2005-QS7

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

Series 2005-QS8

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

Series 2005-QS9

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

Series 2005-QS10

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

Series 2005-QS11

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

Series 2005-QS12

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

Series 2005-QS13

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


Series 2005-QS14 Group I

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

Series 2005-QS14 Group II

   -- Class IIA affirmed at 'AAA';

Series 2005-QS15

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

Series 2005-QS16

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

Series 2005-QS17

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

The mortgage loans in the aforementioned transactions consist of
both 30-year fixed-rate and 15-year fixed-rate mortgages extended
to both Prime and Alt-A borrowers, which are secured by first and
second liens, primarily on one- to four-family residential
properties.

The affirmations, affecting over $6.85 billion of certificates,
indicate stable collateral performance and moderate growth in
credit enhancement.  The mortgage loan performance of the RALI
transactions has generally been consistent with expectations.  The
percentage of loans over 90+ day delinquent ranges from 0.22 to
4.92%.  The cumulative loss as a percentage of the initial pool
balance ranges from 0% to only 0.3%.

The upgrades, affecting $13.85 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as significantly increased credit support levels.
As of the December 2006 distribution date, CE levels for the
upgraded classes have grown at least 8x original CE levels.

The negative rating action taken on class B-2 for the series
2004-QS6 and 2004-QS9 affecting $230,984 of certificates, is due
to high delinquencies and losses.  As of the December 2006
distribution date, the CE levels for the downgraded classes have
declined from 0.15% at closing to 0.1% and 0.14%, respectively.
The 90+ delinquencies represent 0.49% for series 2004-QS6 and
0.77% for series 2004-QS9.  The future loss expectancy with regard
to loans currently in foreclosure and REO is estimated to be just
over $19,000 for series 2004-QS6 and $2,200 for series 2004-QS9.
The current balance for the non-rated class B3 is $101,033 and
$94,258, respectively.

As of the December 2006 distribution date, the transactions are
seasoned from a range of 12 to 63 months.  The pool factors range
from approximately 7% to 83%.

The master servicer for all of aforementioned RALI deals is GMAC
RFC which is rated 'RMS1' by Fitch.


RESIDENTIAL FUNDING: Fitch Rates $1 Mil. Class B-2 Certs. at B
--------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates series 2007-S1 as:

   -- $502,931,584 classes A-1 through A-17, A-P, A-V, R-I and R-
      II senior certificates 'AAA';

   -- $11,234,500 class M-1 'AA';

   -- $3,135,200 class M-2 'A'

   -- $2,090,100 class M-3 'BBB';

   -- $1,045,000 privately offered class B-1 'BB'; and,

   -- $1,045,100 privately offered class B-2 'B'.

Fitch does not rate the $1,045,088 privately offered class B-3
certificates.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.15% class M-1, 0.60% class M-2,
0.4% class M-3, 0.2% privately offered class B-1, 0.2% privately
offered class B-2 and 0.20% privately offered class B-3.

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 reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s master servicing capabilities.

As of the cut-off date, the mortgage pool consists of 1,045
conventional, fully amortizing, 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$ 522,526,573.  The mortgage pool has a weighted average original
loan-to-value ratio of 70.1%.  The weighted-average FICO score of
the loans in the pool is 735, and approximately 63.8% of the
mortgage loans possess FICO scores greater than or equal to 720
and 5.9% of the mortgage loans posses FICO scores less than 660.

Loans originated under a reduced loan documentation program
account for approximately 35.87% of the pool, equity refinance
loans account for 34.1%, and second homes account for 4.4%.  The
average loan balance of the loans in the pool is approximately
$500,025.  The three states that represent the largest portion of
the loans in the pool are California, Virginia, and New York.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994. Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points or fees.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the accompanying
prospectus, except in the case of approximately 28.5% and 6.3% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from Homecomings and GMAC
Mortgage, LLC, respectively. No unaffiliated seller sold more than
approximately 9.7% of the mortgage loans to Residential Funding.
Approximately 68.1% and 16.6% of the mortgage loans are being
subserviced by Homecomings and GMAC Mortgage, LLC, respectively,
each an affiliate of Residential Funding.

U.S. Bank National Association will serve as trustee. RFMSI, 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 two real
estate mortgage investment conduits.


SACO I: Fitch Cuts Series 2005-1 Class B-3 Debentures' Rating to B
------------------------------------------------------------------
Fitch has taken these rating actions on the SACO I Trusts:

Series 2005-1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class B-1 affirmed at 'BBB';
   -- Class B-2 affirmed at 'BBB-';
   -- Class B-3 downgraded to 'B' from 'BB' and removed from
      Rating Watch Negative.

Series 2005-2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class M-4 affirmed at 'A';
   -- Class M-5 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 downgraded to 'BB-' from 'BBB-' and removed from
      Rating Watch Negative;
   -- Class B-4 downgraded to 'CCC' from 'B' and assigned a
      Distressed Recovery rating of 'DR3'.

Series 2005-3

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class M-4 affirmed at 'A';
   -- Class M-5 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-';
   -- Class B-3 downgraded to 'B+' from 'BB' and removed from
      Rating Watch Negative.

Series 2005-4

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class M-4 affirmed at 'A';
   -- Class M-5 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-';
   -- Class B-4 downgraded to 'B' from 'BB' and removed from
      Rating Watch Negative.

Series 2005-WM1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class M-4 affirmed at 'A';
   -- Class M-5 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-';
   -- Class B-4 affirmed at 'BB+';
   -- Class B-5 downgraded to 'B' from 'BB'.

The collateral of the above transactions consists of fixed-rate,
closed-end second lien residential mortgages.  The mortgage loans
were acquired from various originators and are serviced by EMC
Mortgage Corporation, which is rated 'RPS1' by Fitch.

The affirmations affect approximately $610.27 million of
outstanding certificates.  The downgrades affect approximately
$44.84 million of the outstanding certificates.

The negative actions are due to a decline in the
overcollateralization amount, stemming from losses associated with
the mortgage pools as well as reduced excess spread resulting from
much faster-than-expected prepayments and rising interest rates.

The OC of Series 2005-1 is currently equal to 2.50% of the
original collateral balance, as compared to the initial level of
3.4%.  Monthly losses have exceeded XS in the last three months
causing the OC to decline from $5.25 million to $4.12 million. The
cumulative loss is $5.29 million or 3.21% of the original
collateral balance.

The OC of Series 2005-2 is currently equal to 0.83% of the
original collateral balance, as compared to the initial level of
2.25%.  Monthly losses have exceeded XS in the last seven months
causing the OC to decline from $4.12 million to $2.03 million.  At
this monthly rate of loss, OC will be exhausted in approximately
seven months, at which time class B-4 will begin to experience
write-downs.  The cumulative loss is $9.52 million or 3.88% of the
original collateral balance.

The OC of Series 2005-3 is currently equal to 3.21% of the
original collateral balance, as compared to the initial level of
3.9%.  Monthly losses have exceeded XS in the last six months
causing the OC to decline from $10.86 million to $9.43 million.
The cumulative loss is $8.75 million or 2.98% of the original
collateral balance.

The OC of Series 2005-4 is currently equal to 2.15% of the
original collateral balance, as compared to a target level of
6.55%.  Monthly losses have exceeded XS in five of the last six
months causing the OC to decline from $13.20 million to
$10.20 million.  Based on the performance to date, it is not
expected that the OC will ever reach the target amount of
$30.99 million.  The cumulative loss is $18.25 million or 3.86% of
the original collateral balance.

The OC of Series 2005-WM1 is currently equal to 2.40% of the
original collateral balance, as compared to a target level of
6.95%.  Monthly losses have exceeded XS in recent months causing
the OC to decline from $14.29 million to $10.97 million.  Based on
the performance to date, it is not expected that the OC will ever
reach the target amount of $31.78 million.  The cumulative loss is
$15.09 million or 3.3% of the original collateral balance.

As of the January 2007 distribution date, the pools are seasoned
from a range of 17 to 23 months, and, as such, have not yet
reached their stepdown dates.  The transactions have pool factors
ranging from 35% to 45%.  All the classes above have experienced
some growth in CE since closing.

Fitch will continue to closely monitor the relationship between XS
and monthly losses.


SAINT VINCENTS: Wants Court's Nod on Standardized Bidding Protocol
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the Southern District of New York to:

   (i) approve standardized bidding procedures for each parcel of
       of their real properties,

  (ii) authorize the Debtors, in their sole discretion, to set and
       pay a reasonable break-up fee, and

(iii) approve the manner for providing notice of the time, date
       and place for an auction for any of the Properties and the
       hearing to consider the sale of any of the Properties.

The Debtors, in their business judgment, have determined that it
is in the best interests of their estates, and integral to their
reorganization prospects, to dispose of certain parcels of real
property that are not necessary for their reorganized structure:

     * 360 Bard Avenue, Staten Island, New York,
     * 731 Castleton Avenue, Staten Island, New York,
     * 690 Castleton Avenue, Staten Island, New York,
     * 427 Forest Avenue, Staten Island, New York,
     * 90 Hill Street, Staten Island, New York,
     * 376 Jersey Street, Staten Island, New York,
     * 154 St. Austin's Place, Staten Island, New York, and
     * 155 Vanderbilt Avenue, Staten Island, New York.

The Debtors hired Massey Knakal Realty Services to negotiate the
sale, lease or other disposition of the Properties, as well as
other real property, some of which has since been sold.

Through Massey Knakal's marketing efforts, the Debtors have
received offers for some of the Properties; the remaining
Properties continue to be marketed; and the Debtors expect to
receive offers for all of the Properties.  To "market test" the
offers received and maximize the benefit to their estates from
these sales, the Debtors wish to conduct a competitive bidding
process for the Properties, relates Andrew M. Troop, Esq., at
Weil, Gotshal & Manges LLP, in New York.

          The Proposed Auction and Bidding Procedures

The Debtors expect to negotiate a purchase agreement for each
Property with a "stalking horse" bidder, subject to higher and
better offers received through a bidding process and auction.

To maximize the value the Debtors receive for the Properties, the
Debtors will hold an Auction for each Property on a date and at a
time and place to be determined by the Debtors.

After entry into a Purchase Agreement with a Stalking Horse, the
Debtors, at least 20 days prior to the Auction and 23 days prior
to the Sale Hearing, will serve a Notice of Auction and Sale to
various parties, including any party with a lien of record on the
Auction Property, all parties who filed proofs of claim alleging
security in any of the Debtors' assets, the statutory committees
appointed in the Debtors' cases, and the U.S. Trustee.

The Debtors will consult the Official Committee of Unsecured
Creditors and its professionals in evaluating the bids.

-- Qualified Bid

To participate in the bidding process, a party must first deliver
to the Debtors a written non-binding expression of interest, and
thereafter must submit, prior to the Bid Deadline, bid that:

     * is on the same (or better) terms and conditions as those
       set forth in the Purchase Agreement, and includes an
       agreement in form and substance substantially similar to
       the Purchase Agreement;

     * includes a cash purchase price that:

          If the Stalking Horse Bid is less than $1,000,000, is
          greater than or equal to the sum of

           (a) the purchase price set forth in the Purchase
               Agreement,

           (b) the greater of $25,000 or the Break-Up Fee and

           (c) 2.5% of the Stalking Horse Bid; or

          If the Stalking Horse Bid is greater than or equal to
          $1,000,000, is greater than or equal to the sum of:

           (x) the Stalking Horse Bid,

           (y) the Break-Up Fee and

           (z) 1.5% of the Stalking Horse Bid;

     * proposes a closing date that is at a minimum no later than
       the closing date set forth in the Purchase Agreement,
       which will not be more than 30 days from the receipt by
       the bidder of notice from Saint Vincent Catholic Medical
       Centers that it has received all necessary approvals to
       consummate the transaction; provided, however, that:

          If the Auction is on or before March 31, 2007, the bid
          may propose a closing date that is more than 30 days
          from receipt by the bidder of the Approval Notice if
          the bid exceeds the Minimum Cash Purchase Price:

           (a) by at least $50,000 per each additional month if
               the Stalking Horse Bid was less than $2,000,000,
               and

           (b) by at least $100,000 per each additional month if
               the Stalking Horse Bid was greater than or equal
               to $2,000,000; or

          If the Auction is after March 31, 2007, all bids that
          propose a closing date that is more than 30 days from
          receipt by the bidder of the Approval Notice will be
          analyzed on an auction-by auction-basis to determine
          whether or not the longer closing period is acceptable
          to SVCMC.

     * is accompanied by a deposit in an amount equal to at least
       10% of the bid, and provides for, on the same (or better)
       terms and conditions as those set forth in the Purchase
       Agreement, a supplemental deposit in an amount equal to at
       least 10% of the bid;

     * is accompanied by, among others, evidence satisfactorily
       demonstrating the bidder's financial ability to timely
       consummate the purchase of the Auction Property; and

     * is firm and not subject to more conditions than contained
       in the Purchase Agreement including, without limitation,
       additional due diligence or a financing contingency.

In selecting the Starting Auction Bid, the Debtors may provide
the Stalking Horse the opportunity to increase its bid if other
Qualifying Bids are received.

The Debtors will determine whether a bid is a Qualifying Bid.

-- Bid Deadline

All bids must be received by these parties by the deadline set
forth in the Notice of Auction and Sale:

   (i) Saint Vincent Catholic Medical Centers;
  (ii) counsel for the Debtors, Weil, Gotshal & Manges LLP;
(iii) Debtors' real estate counsel, Donovan & Giannuzzi, LLP;
  (iv) Creditors Committee's counsel, Alston & Bird LLP; and
   (v) Tort Committee's counsel, Cooley Godward Kronish LLP.

The Bid Deadline will not be less than 20 days from the service
of the Notice.

-- The Auction

If a Qualified Bid or Bids, other than the Purchase Agreement, is
received by the Bid Deadline, the Auction will be held on the
date and at the time and place established by the Debtors and set
forth in the Notice of Auction and Sale.

The Debtors will determine the highest or best Qualifying Bid
received prior to the Bid Deadline, and the Qualifying Bid will
be the starting bid at the Auction.

-- Auction Rules

The Debtors, in their sole discretion, will establish minimum
overbid increments not to exceed:

   (a) $10,000 if the Starting Auction Bid is less than
       $500,000,

   (b) $15,000 if the Starting Auction Bid is between $500,000
       and $1,000,000, and

   (c) $25,000 if the Starting Auction Bid is greater than
       $1,000,000.

The Debtors will, from time to time, advise all participants in
the Auction as to their determination of the highest or best bid
currently offered.

The Debtors may adopt other rules for the Auction that, in their
reasonable judgment, will promote the goals of the Auction,
including increasing or decreasing the bidding increments or
soliciting "best and final" sealed bids.

-- Successful Bid

At the conclusion of the Auction, the Debtors will select a bid
as the highest or best for the Property.

The Debtors will also select an alternate bid, which will become
the Successful Bid should the Successful Bidder fail to close the
transaction contemplated by the Successful Bid.  The Second
Highest Bid must remain irrevocable through the earlier of:

   (A) the closing of the sale of to the Successful Bidder and

   (B) 120 days after the receipt of the Approval Notice by the
       Second Highest Bidder, which will be timely provided by
       the Debtors to both the Successful Bidder and the Second
       Highest Bidder upon receipt of all required approvals.

If no Auction is held, the Purchase Agreement will be considered
the Successful Bid.

-- Sale Hearing

The Sale Hearing will be held at a date and time established by
the Court, which will be not less than 23 days from the Debtors'
service of the Notice of Auction and Sale Hearing.  At the Sale
Hearing, the Debtors will seek Court approval of, among other
things, the sale of the Property pursuant to the terms of the
Successful Bid.

                    Reasonable Break-Up Fee

Mr. Troop tells the Court that the Debtors expect that a Stalking
Horse will require that, in the event a transaction with a
different Qualified Bidder is consummated, the Stalking Horse
will be entitled to a reasonable break-up fee and reimbursement
of certain de minimis expenses related to title examination and
preparation of a survey.

To help ensure that a potential buyer is willing to be the
Stalking Horse for each of the Properties, thereby establishing a
floor for the subsequent auction, the Debtors wish to include a
reasonable Break-Up Fee, in their sole discretion, in each
Purchase Agreement, not to exceed:

   (a) 4% of the total purchase price for the Property being
       auctioned when the Purchase Agreement provides for a total
       purchase price that is less than $1,000,000, and

   (b) 3% of the total purchase price for the Property when the
       Purchase Agreement provides for a total purchase price
       that is greater than or equal to $1,000,000.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 42 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SMARTIRE SYSTEMS: Inks Consulting Agreement with SKS Consulting
---------------------------------------------------------------
SmarTire Systems Inc. entered into a consulting agreement with SKS
Consulting of South Florida Corp.  The agreement is for a
12-month term commencing Jan. 1, 2007 and expiring Dec. 31, 2007,
with automatic renewals on a month-to-month basis unless either of
SKS consulting, or the company elect to terminate, which the
company are permitted to do on 30 days written notice at anytime
after the initial 12-month term.

Under the consulting agreement, SKS will provide the compay with
the services of Mr. George O'Leary for an aggregate of one week
per month.  Mr. O'Leary is a business consultant who the company
will assist in streamlining the business operations to achieve
greater efficiencies.  All payments made by the company are to be
approved by SKS consulting.  In consideration for these services,
we have agreed to compensate SKS as follows:

Daily remuneration of $1,000 per day for each day Mr. O'Leary
spends working with our company and 100,000 shares per month, to
be paid at the end of each month during the term.

In addition, the company has agreed to issue to SKS consulting
100,000 share purchase warrants per month exercisable into common
shares of at $0.03 per warrant.  The holders of the company
outstanding convertible debentures have agreed that the grant
of these warrants at this exercise price will not cause any
adjustment of the conversion price specified in any of those
convertible debentures.

The company's consulting agreement with SKS consulting also
provides that SKS consulting can earn warrants to purchase up to
an additional 500,000 of the company's common shares at an
exercise price $0.06 per common share if these milestones are
achieved by the company:

   -- Successful organizational
      restructuring by Feb. 28, 2007          100,000 warrants

   -- Successful additional
      short-term financing by Mar. 31, 2007   100,000 warrants


   -- company at monthly breakeven
      by Dec. 31, 2007                        200,000 warrants

   -- Stock price at $0.12/share
      for a consecutive 30 day period         100,000 warrants

                          About SmarTire

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2007,
the company's balance sheet at Oct. 31, 2006, showed $6.1 million
in total assets, $38.7 million in total liabilities, and
2.2 million in preferred shares subject to mandatory redemption,
resulting in a stockholders' deficit of $34.8 million.


STRUCTURED ASSET: DBRS Puts Low-B Ratings on 2 Certificate Classes
------------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2007-BC1 issued by
Structured Asset Securities Corporation Mortgage Loan Trust 2007-
BC1.

   -- $237 million Class A1 rated at AAA
   -- $271.5 million Class A2 rated at AAA
   -- $46.5 million Class A3 rated at AAA
   -- $91.9 million Class A4 rated at AAA
   -- $24.4 million Class A5 rated at AAA
   -- $237 million Class A6 rated at AAA
   -- $101.7 million Class M1 rated at AA (high)
   -- $48.4 million Class M2 rated at AA
   -- $19.4 million Class M3 rated at AA (low)
   -- $21.2 million Class M4 rated at A (high)
   -- $14.5 million Class M5 rated at "A"
   -- $13.9 million Class M6 rated at A (low)
   -- $13.3 million Class M7 rated at BBB (high)
   -- $9.7 million Class M8 rated at BBB (high)
   -- $11.5 million Class M9 rated at BBB
   -- $14.5 million Class B1 rated at BB (high)
   -- $13.9 million Class B2 rated at BB

The AAA ratings on the Class A senior certificates reflect
25.00% of credit enhancement provided by the subordinate classes,
initial overcollateralization, and monthly excess spread.  The AA
(high) rating on Class M1 reflects 16.60% of credit enhancement.
The AA rating on Class M2 reflects 12.60% of credit enhancement.
The AA (low) rating on Class M3 reflects 11.00% of credit
enhancement.  The A (high) rating on Class M4 reflects 9.25% of
credit enhancement.  The "A" rating on Class M5 reflects 8.05% of
credit enhancement.  The A (low) rating on Class M6 reflects 6.90%
of credit enhancement.  The BBB (high) ratings on Class M7 and M8
reflect 5.80% and 5.00% of credit enhancement,
respectively.  The BBB rating on Class M9 reflects 4.05% of credit
enhancement.  The BB (high) rating on Class B1 reflects 2.85% of
credit enhancement.  The BB rating on Class B2 reflects 1.70% of
credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of Option One Mortgage
Corporation, JPMorgan Chase Bank, N.A., and Aurora Loan Services
LLC as Servicers, Aurora Loan Services LLC as Master Servicer, as
well as the integrity of the legal structure of the transaction.
Wells Fargo Bank, N.A. will act as Trustee.  The trust will enter
into an interest rate swap agreement with Wachovia Bank, National
Association.  The trust will pay to the Swap Provider a fixed
payment ranging from 4.99% to 5.45% per annum and receive a
floating payment at LIBOR from the Swap Provider.  The trust will
also enter into an interest rate cap agreement with Wachovia Bank,
National Association, with a strike rate of 6.50%.

Interest will be paid to the Class A certificates, followed by
interest to the subordinate classes.  Unless paid down to zero,
principal collected will be paid exclusively to the Class A
certificates until the step-down date.  After the step-down date,
and provided that certain performance tests have been met,
principal payments may be distributed to the subordinate
certificates.  Additionally, provided that certain performance
tests have been met, the level of overcollateralization may be
allowed to step down to 3.40% of the then-current balance of the
mortgage loans.

The Underlying Trust consists of first and second lien residential
mortgage loans that were primarily originated by BNC Mortgage,
Inc., Option One Mortgage Corporation, and Lehman Brothers Bank,
FSB.  As of the cut-off date, the aggregate principal balance of
the mortgage loans is $1,211,151,983.  The weighted average
mortgage coupon is 7.939%, the weighted average FICO is 626, and
the weighted average original combined loan-to-value ratio is
82.44%, without taking into consideration the combined loan-to-
value on the piggybacked loans.

Approximately 28.69% of the first lien mortgage loans with
original combined loan-to-value ratio greater than 80% have loan
level mortgage insurance coverage provided by Mortgage Guaranty
Insurance Corporation and PMI Mortgage Insurance Co.


SUNRISE SENIOR: Sued by CHJ for Alleged Stock Manipulation
----------------------------------------------------------
Charles H. Johnson & Associates, P.A. has commenced a class action
in the U.S. District Court for the District of Columbia on behalf
of the purchasers of Sunrise Senior Living, Inc.'s publicly traded
securities during the Class Period of Aug. 4, 2005 through
June 15, 2006.

The Complaint charges Sunrise Senior and certain of its officers
and directors with violations of the Securities Exchange Act of
1934, because, during the Class Period, defendants issued
materially false and misleading statements regarding the company's
business, its stock option plans, its compensation practices and
its financial results.

As a result of these false statements, Sunrise's common stock
traded at artificially inflated prices during the Class Period,
reaching a high of $39.68 per share on March 29, 2006.  The
individual defendants took advantage of Sunrise's falsified
financial results, the artificial inflation of Sunrise's stock and
its stock option plans by selling shares of their Sunrise stock
for proceeds of over $34 million.

The Complaint also alleges that defendants manipulated the
company's stock option plans so as to enrich themselves by
"backdating" the stock options they were granted.

On May 9, 2006, Sunrise disclosed a delay in reporting its first
quarter 2006 results to allow a review of its financial
statements, and on July 31, 2006, Sunrise revealed it would be
forced to restate its financial statements going back several
years -- at least to 1999 -- and that its prior financial
statements could no longer be relied upon.  Sunrise also admitted
it could not file current period financial statements for the
first, second and third quarters of 2006 and that when it restated
its financial results, at least $100 million of previously
reported profits would be eliminated.  As these revelations
unfolded, Sunrise's stock fell from $39.62 on
May 8, 2006 to as low as $24.40 on July 31, 2006.

Any member of the proposed Class may file a motion before the
Columbia District Court to serve as a lead plaintiff for the Class
on or before March 16, 2006.  It is not required, however, to be a
lead plaintiff in order to share in any recovery that may be
obtained.

For more information, purchasers of Sunrise Senior securities
during the Class Period may contact:

      Neil A. Eisenbraun, Esq.
      Charles H. Johnson & Associates, P.A.
      2599 Mississippi Street
      New Brighton, MN  55112
      Tel: (651) 633-5685
      Fax: (651) 633-4442

                    About Charles H. Johnson

Based in New Brighton, Minnesota, Charles H. Johnson & Associates,
P.A. practices in the following areas of law:
Mass Torts, Class Actions, Products Liability, Antitrust,
Securities, Commercial Litigation.

                      About Sunrise Senior

Based in McLean, Virginia, Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- operates 415 communities
in the United States, Canada, Germany and the United Kingdom
offering a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative care.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Moody's Investors Service withdrew the ratings of Sunrise
Senior Living, Inc., following the redemption of the company's
5.25% convertible subordinated notes.  The notes were called for
redemption on Jan. 11, 2005.  On Feb. 6, 2006, the company
completed the redemption.  Substantially all remaining outstanding
notes had been converted into shares of Sunrise Senior Living
common stock at a conversion price of $17.92 per share prior to
the redemption date.  The convertible notes were the only debt
instrument of the company rated by Moody's.


SYNAGRO TECH: S&P Places B+ Corporate Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured ratings on Houston, Texas-based Synagro
Technologies Inc. on CreditWatch with negative implications.

The CreditWatch listing comes after the report that the company
has agreed to be acquired by The Carlyle Group.  The estimated
value of the transaction is $772 million, including assumption of
about $310 million of Synagro's debt.  The transaction is expected
to be completed during the second quarter of 2007 and is subject
to approval by Synagro's shareholders.  Synagro recycles biosolids
and other organic residuals in the U.S.

"We believe that the transaction may result in a weaker financial
profile for Synagro due to the potential for additional debt in
the capital structure," said Standard & Poor's credit analyst
Robyn Shapiro.

Standard & Poor's will resolve the CreditWatch listing after a
meeting with management and a review of the company's new capital
structure and financial policy.


TESORO PETROLEUM: Shell Deal Prompts Fitch to Hold Low-B Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Tesoro Petroleum
Corporation following the company's report that it has agreed to
acquire Shell Oil Products' 100,000 bpd Wilmington refinery in Los
Angeles.

The Rating Outlook remains Stable.

Under the proposed terms of the deal, Tesoro will pay
$1.63 billion for the refinery and 250 affiliated retail service
stations, as well as an estimated $180 million-$200 million for
inventories.  Tesoro also reported that it is acquiring 140 retail
stations from USA Petroleum for a total consideration of
approximately of $290 million, including inventories.

Fitch has affirmed Tesoro's debt with a Stable Outlook:

   -- Issuer Default Rating at 'BB';
   -- $750 million senior secured credit facility at 'BB+';
   -- Senior unsecured notes at 'BB'; and,
   -- Senior subordinated notes at 'B+'.

From a strategic perspective, the Wilmington acquisition is
attractive for a number of reasons.  The deal strengthens Tesoro's
position as a West Coast refiner by adding high complexity
refining capacity in the key California market. Complex refineries
have a greater ability to process heavy, high sulfur feedstocks,
which tend to be inexpensive relative to other crude oils.  The
company also hopes to realize key synergies from the deal,
including economies of scale associated with larger crude
purchases for its refineries.

Concerns for bondholders center on acquisition financing, which
will be made using a combination of cash and new debt.  Management
has tentatively indicated it would use $700 million of cash on
hand to help fund the acquisition and finance the remaining $1.41
billion with new debt.  While the company has indicated it plans
to reduce debt using 2007 free cash flows, this will be possible
only if the industry experiences another strong year, a factor
that is not certain at this point.

In addition to the company's existing capital plans, investments
in the new assets are expected to ramp up over the medium-term,
including mandated regulatory spending of up to $400 million and
project improvements of up to $350 million over the next several
years.

Despite the significantly higher debt levels stemming from the
proposed deal, Tesoro's ratings remain unchanged at this time as
Fitch had anticipated the possibility that the company would
undertake debt financed acquisitions based on its previous
transaction history.

Tesoro owns and operates six crude oil refineries with a rated
crude oil capacity of approximately 560,000 bpd.  Four of Tesoro's
refineries are on the West Coast, with facilities in California,
Alaska, Hawaii, and Washington.  Tesoro also has refineries in
Salt Lake City, Utah, and Mandan, North Dakota. Tesoro sells
refined products wholesale or through approximately 500 branded
retail outlets.


TRANSDIGM INC: S&P Holds Rating on 7.75% Subordinated Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on
TransDigm Inc.'s 7.75% subordinated notes due 2014, which are
being increased $250 million, to a total of $525 million.

The new notes will be issued via SEC rule 144A with registration
rights.  The proceeds from the new notes and bank borrowings will
be used to finance the pending $430 million acquisition of
Aviation Technologies Inc. by TransDigm's parent, TransDigm Group
Inc.

The corporate credit rating is 'B+' and the outlook is stable.

"The ratings on TransDigm reflect a highly leveraged balance
sheet, the cyclical and competitive pressures of the commercial
aerospace industry, an active acquisition program, and a
relatively modest scale of operations [around $550 million
revenues pro forma for the acquisition], but incorporate the
firm's leading positions in niche markets and very strong profit
margins," said Standard & Poor's credit analyst Christopher
DeNicolo.

TransDigm is a well-established supplier of highly engineered
aircraft components for nearly all commercial and military
airplanes as well as engines.  Although the ATI acquisition will
weaken credit protection measures, including consolidated debt to
EBITDA to a relatively high 5.7x from the current 4.5x,
anticipated material debt reduction from free cash flow should
restore an appropriate financial profile in the intermediate term.
Still, the ATI transaction significantly limits flexibility for
additional acquisitions.

Rating List:

   * TransDigm Inc.

      -- Corporate credit rating at B+/Stable/

Rating Affirmed:

   * TransDigm Inc.

      -- $525 million subordinated notes due 2014 at B-


TYRINGHAM HOLDINGS: Judge Tice Approves Disclosure Statement
------------------------------------------------------------
The Honorable Douglas O. Tice, Jr., of the U.S. Bankruptcy Court
for the Eastern District of Virginia approved the Amended
Disclosure Statement explaining Tyringham Holdings Inc.'s Amended
Chapter 11 Plan.

Judge Tice determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind -- for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

                     Overview of the Plan

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Debtor's Plan provides for the liquidation of its assets for
the benefit of creditors.  The Official Committee of Unsecured
Creditors will select a Trustee that will take control of the
liquidation of these assets.  The Trustee will establish a
separate fund, which will contain the sale proceeds deposit.

                       Treatment of Claims

Professional Fee Claims will be paid in full under the Plan.
However, claims by the Official Committee of Unsecured Creditors
or advisors arising out on and after Oct. 4, 2006, will be
deducted from the creditors' trust.

Bank of America's secured claim will receive an amount equal to
the outstanding principal, interest, fees, and charges under the
DIP financing agreement.  BofA will also receive cash, equal to
the allowed amount of its collateral from Tyringham Holdings Inc.
On Oct. 11, 2006, the Debtor paid $10,773,915 to BofA from the
sale proceeds.  Thereafter, Tyringham Investments paid $4,496,325
guaranty to BofA.

Investments Secured Loan Claim of Tyringham Investments, totaling
$4.68 million, secured by a second priority lien on all of the
Debtor's assets, will be paid equal to the outstanding principal
under the loan.

Holders of Miscellaneous Secured Claims will be treated as
general unsecured claim.  General Unsecured Claims will receive
a pro-rata distribution from the proceeds of avoidance actions.
In addition, General Unsecured Claims will be paid between 7%
and 12% from the claim approximately totaling $9,000,000.

Holders of Other Priority Claims against the Debtor will be paid
equal to the allowed claim by the Debtor or the creditor's
trustee.

Holders of Administrative Convenience Claims will be paid a
one-time distribution equal to 25% of the allowed amount of the
claim or $250.

Holders of Equity Interests will get nothing and will be cancelled
under the Plan.

A full-text copy of Tyringham Holdings Inc.'s Disclosure Statement
is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070108011140

                      About Tyringham Holdings

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


TYRINGHAM HOLDINGS: Confirmation Hearing Set for March 8
--------------------------------------------------------
The Honorable Douglas O. Tice, Jr., of the U.S. Bankruptcy Court
for the Eastern District of Virginia set a hearing at 11:30 a.m.
on March 8, 2007, to consider confirmation of Tyringham Holdings,
Inc.'s Amended Chapter 11 Plan.

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


UNION PACIFIC: Earns $485 Million in Fourth Quarter of 2006
-----------------------------------------------------------
Union Pacific Corporation reported 2006 fourth quarter net income
of $485 million compared to $296 million in the fourth quarter of
2005.

"Our key accomplishments for the fourth quarter were the nearly
six-point improvement in operating ratio and best-ever operating
income," said Jim Young, President and Chief Executive Officer.
"Overall, we turned in a great fourth quarter performance - a
strong finish to a record year.  In 2006, we significantly
improved our return on invested capital and laid the foundation
for further operational and financial improvement, benefiting both
our customers and our shareholders."

                    2006 Fourth Quarter Summary

In the fourth quarter of 2006, Union Pacific Corporation reported
operating income of $810 million compared to $533 million in
fourth quarter 2005, a 52 percent improvement.

Operating ratio improved to 79.6 percent versus 85.3 percent in
2005.

The company's commodity revenue grew nine percent to a fourth
quarter best $3.8 billion, with five of the six business groups
posting increases for the quarter.  The main component of the
growth was an eight percent increase in average revenue per car
(ARC).  Growth in ARC resulted from yield improvements and the
company's fuel surcharge programs.

Business volumes, as measured by total carloads, grew one percent
to 2.4 million.

The company's fuel consumption rate, as measured by gallons per
thousand gross ton-miles, was a fourth quarter best rate of 1.27
versus 1.30 in the fourth quarter 2005.

The Railroad's average quarterly fuel price including
transportation and taxes was $1.94 compared to $2.08 per gallon in
2005.

Quarterly average train speed, as reported to the Association of
American Railroads, was 22 mph, up 1.5 mph from the fourth quarter
of 2005.  Quarterly terminal dwell time improved 13 percent to
25.9 hours versus 29.8 hours reported in the fourth quarter of
2005.

Full year 2006 net income was $1.6 billion versus $1 billion
reported in 2005.  The 2005 full year results included a non-cash
income tax expense reduction of $118 million after-tax.

Railroad commodity revenue totaled a record $14.9 billion, a 15
percent increase.  The main driver of this growth was an 11
percent increase in ARC to $1,509.  Growth in ARC resulted from
yield improvements and the Company's fuel surcharge programs.

                        About Union Pacific

Union Pacific Corporation (NYSE:UNP) -- http://www.up.com/-- owns
one of America's leading transportation companies. Its principal
operating company, Union Pacific Railroad, is the largest railroad
in North America, covering 23 states across the western two-thirds
of the United States.

                           *     *     *

Union Pacific carries Moody's Ba1 Preferred Stock rating which has
remained unchanged since Oct 20, 2003.


UNITEDHEALTH: Reports Fourth Quarter Net Earnings of $1.2 Billion
-----------------------------------------------------------------
UnitedHealth Group reported that consolidated net earnings
increased to $1.2 billion for the fourth quarter ended Dec. 31,
2006, while full year net earnings increased to $4.174 billion.

Consolidated fourth quarter revenues exceeded $18.1 billion,
increasing $5.8 billion or 47 percent year-over-year and
$146 million or 1 percent sequentially.  Revenues for full year
2006 increased $25.2 billion or 54 percent to $71.7 billion, with
revenue advances in each of the company's business segments.
Excluding revenue contributions from merger activity across the
spectrum of UnitedHealth Group businesses, full year revenues grew
at a 21 percent rate in 2006.

Earnings from operations were $2 billion in the fourth quarter,
and full year earnings from operations were approximately
$7 billion in 2006.

Consolidated fourth quarter operating margin reached 11 percent.
The full year reported operating margin of 9.7 percent reflected
strong margin performance from historical UnitedHealth Group
operating units, with overall margin moderated by business mix
changes driven by the commencement of the company's Medicare Part
D prescription drug plan offerings and the acquisition of
PacifiCare Health Systems.

Cash flows from operations were approximately $1.6 billion in the
fourth quarter and were approximately $6.5 billion for the year.

Headquartered in Minneapolis, Minn., UnitedHealth Group --
http://www.unitedhealthgroup.com/-- is a diversified health and
well-being company.  The company offers a broad spectrum of
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
UnitedHealth Group Inc. received a formal order of investigation
for the Securities and Exchange Commission relating to its stock
option practices, which led to the departure of former CEO William
McGuire.


US AIRWAYS: Withdraws Delta Air Merger Proposal
-----------------------------------------------
US Airways Group Inc. withdrew its offer to merge with Delta Air
Lines Inc.  The airline was informed on Jan. 31, 2007, that the
Official Unsecured Creditors' Committee would not meet its demands
by the airline's established deadline of Feb. 1, 2007.

US Airways' offer of $5 billion in cash and 89.5 million shares of
US Airways stock would have expired on Feb. 1, 2007, unless there
was affirmative support from the Official Unsecured Creditors'
Committee for commencement of due diligence, making the required
filings under Hart-Scott-Rodino, as well as the postponement of
Delta's hearing on its Disclosure Statement scheduled for Feb. 7,
2007.

"We are disappointed that the Committee, which has been chosen to
act on behalf of all Delta creditors, is ignoring its fiduciary
obligation to those creditors," US Airways Chairman and Chief
Executive Officer Doug Parker stated.  "Our proposal would have
provided substantially more value to Delta's unsecured creditors
than the Delta stand-alone plan.  We would have created a better
and more financially stable airline that offered more choice to
consumers and increased job security to its employees.  Our merger
would have been able to be consummated in a reasonable time-frame
and we would have been able to obtain all requisite regulatory
approvals.

"The publicly traded bonds of Delta have fallen precipitously
since rumors of this Committee decision were leaked last week,
reducing the implied market valuation of what Delta's unsecured
creditors can expect to recover in these cases by over
$1.5 billion.  We empathize with the investors who purchased
Delta bonds at increasingly higher prices since our offer was
disclosed last November and thank them for their support of our
proposal and their confidence in our team.  It is now clear that
there will not be an opportunity with the Committee to move
forward in a timely or productive manner and as a result, we have
withdrawn our offer."

"At US Airways, we are extremely confident in our own stand-alone
plan," Mr. Parker added.  "Earlier this week, we announced a 2006
profit (excluding charges) of over $500 million, far and away the
best performance by a network airline.  Our employees will share
$59 million of well-deserved profit sharing payments as a result.
Looking forward, we expect even higher earnings and a higher
profit sharing pool in 2007.  Our 35,000 employees are doing a
wonderful job of transforming US Airways and we are committed to
building the best airline we can for them.  I can't thank them
enough for their support, encouragement, and professionalism
during this process.  I am very proud of how our entire team
performed."

                      About Delta Air Lines

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

                        About US Airways

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

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

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

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

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.


US AIRWAYS: Delta Offer Withdrawal Prompts S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on US
Airways Group. and its major operating subsidiaries America West
Holdings Corp., America West Airlines Inc., and US Airways Inc.,
including the 'B-' corporate credit ratings.

The ratings were removed from CreditWatch, where they were placed
with developing implications on Nov. 15, 2006.  The outlook is now
positive.

"The affirmation is based on US Airways' announcement [Wednes]day
that it has withdrawn its offer to merge with Delta Air Lines,
after US Airways was informed by Delta's unsecured creditors'
committee that it would not meet its demands by the Feb. 1, 2007
deadline that US Airways had established," said Standard & Poor's
credit analyst Betsy Snyder.  "Although US Airways estimated that
successful completion of the merger would result in synergies of
approximately $1.7 billion, the combined debt burden would have
increased by more than $5 billion," she continued.  The positive
outlook (compared to a stable outlook before the merger was
announced) reflects the company's improved operating performance
and liquidity; trends that are expected to continue.  However, a
modest upgrade would be reliant on successful integration
of labor at both airlines (US Airways and America West continue to
operate separately).


USG CORP: Net Earnings Reach $100 Million in Fourth Quarter 2006
----------------------------------------------------------------
USG Corp. reported fourth quarter 2006 net sales of $1.29 billion
and net earnings of $100 million for the three months ended
Dec. 31, 2006.

For the same period a year ago, the company recorded net sales
of $1.34 billion and a net loss of $1.8 billion including a
provision for asbestos claims, based on 57.6 million average
diluted shares outstanding.

The company achieved a record $5.8 billion in net sales for the
full year of 2006, exceeding the previous year's record sales by
$671 million.  The company recorded net earnings of $288 million
for all of 2006 and reported a net loss of $1.4 billion for all of
2005, including the asbestos claims-related provision.

"I am proud of all that USG accomplished in 2006," said USG
Corporation Chairman and CEO William C. Foote.  "We began the year
with a plan to emerge from a five-year bankruptcy and continue
building the USG franchise.  We accomplished the plan and much
more. We preserved shareholder value, resolved legacy asbestos
liabilities, repaid creditors in full, reinvested in our three
core businesses and achieved record sales and operating profits.

"The housing market began the year strong, with the gypsum
wallboard industry operating at full capacity.  This strength was
followed by a rapid dropoff in housing construction in the second
half of 2006," added Foote.

"In the near term, changes in market demand will have a major
impact on our businesses, but we're well positioned to handle it.
We have responded by permanently closing some older, higher cost
manufacturing capacity and temporarily idling additional lines so
as to more fully utilize our newer, more efficient plants.

We are assessing all areas for cost reductions, especially those
related to manufacturing and administration -- and we'll take
additional steps as needed.  These actions are designed to
maintain our strong position with our customers and set the stage
for future growth."

The company's 2006 consolidated results included an after-tax
charge of $325 million for post-petition interest and fees paid
under the company's plan of reorganization.  Consolidated 2006 net
earnings also included a reversal of the reserve for asbestos-
related claims.  This reversal, which totaled $44 million, is
reflected as income in the consolidated statement of earnings.

Consolidated 2005 results included a fourth quarter after-tax
provision of $1.935 billion for asbestos claims and a fourth
quarter after-tax charge of $11 million for the cumulative effect
of an accounting change related to the adoption of Financial
Accounting Standards Board Interpretation No. 47, "Accounting for
Conditional Asset Retirements."  A summary of these 2006 and 2005
charges and credits is included in the Supplemental Financial
Information section of this press release.

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--  
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.


WCI COMMUNITIES: Expects Losses in Fourth Quarter of 2006
---------------------------------------------------------
WCI Communities Inc. provided operations update, preliminary sales
figures, and estimates of fourth quarter impairment and write-off
charges.

"Results for the fourth quarter will be below prior expectations,"
Jerry Starkey, President and CEO of WCI Communities, said.  "Due
to a higher level of defaults both in its Traditional Homebuilding
and Tower Homebuilding operations, longer tower construction
cycles and the recording of significant impairments and write-
offs."

The company will continue to focus on reducing costs, maximizing
cash flow, and positioning it to withstand a prolonged downturn in
housing demand.

High defaults in both traditional and tower homebuilding during
the quarter and the projected pre-tax impairment charges of
$75 million to $90 million and write-offs of land options of
$25 million to $30 million, the company expects to record a loss
for the fourth quarter of 2006.

In addition, due to the delay of tower closings, including the
delay in the completion of the Resort at Singer Island, cash flow
for the fourth quarter was less than expected.  The company
expects its net debt-to-cap ratio to end 2006 at approximately
66%, falling to approximately 50% at the end of 2007.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI)-- www.wcicommunities.com -- builds traditional and
tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Moody's lowered the ratings of WCI Communities including its
corporate family rating to B1 from Ba3 and the ratings on its
senior subordinated notes to B3 from B1. The ratings outlook is
negative.


WESTERN REFINING: S&P Puts Corporate Credit Rating at BB-
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to independent refining and marketing company
Western Refining Inc., and at the same time assigned its 'BB-'
senior secured rating and '2' recovery rating to Western's
proposed $1.4 billion term loan B.

The outlook is stable.

Western will use proceeds from the term loan to finance its
pending acquisition of Giant Industries Inc., including the
repurchase of Giant's roughly $280 million of outstanding debt,
expected to occur in the near term.

The ratings on Giant will remain on CreditWatch with positive
implications until the close of the transaction, at which time the
corporate credit rating on Giant will be raised to 'BB-' from
'B+', and the subordinated debt ratings to 'B' from 'B-'.

"All ratings assume that Western will repurchase Giant's
outstanding 11% notes and the majority of the 8% subordinated
notes to comply with the covenants under the term loan," said
Standard & Poor's credit analyst Paul Harvey.

"Pro forma its acquisition of Giant, the ratings on Western will
reflect its moderate refining capacity, elevated debt leverage,
high near-term spending needs, and the integration and operational
concerns surrounding the management of Giant's refineries, in
particular the Yorktown, Va., refinery,"
Mr. Harvey continued.

"In addition, ratings will be supported by Western's
attractive markets and the solid near-term fundamentals for the
refining industry."


WHITE RIVER: Court Okays Assumption of Realty Property Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized White River Coal Inc. and its debtor-affiliates to
assume certain unexpired non-residential real property leases.

The Debtors tell the Court that they are processing a Chapter
11 Plan that will provide for a sale of substantially all of their
assets and interests.  Under the proposed plan, the Debtors will
assign the leases to the willing purchaser(s) of their assets.

The Debtors are parties to more than 50 unexpired non-residential
leases.  Most of the Leases requires the Debtors to pay small
royalty to a lessor of realty property, only when coal is mined in
the area that is subject to the lease.

As a prerequisite for assumption, the Debtor must, among
other things, cure any financial defaults that exist under the
leases that the Debtors wanted to assume.

A full-text copy of the list of the cure amounts is available
for free at: http://ResearchArchives.com/t/s?193e

Based in Hazleton, Ind., White River Coal, Inc., operates a mining
company.  The Company and its affiliates filed for chapter 11
protection on May 22, 2006 (Bankr. S.D. Ind. Case Nos.
06-70375 through 06-70379).  C.R. Bowles, Jr., Esq., at Greenbaum
Doll & McDonald PLLC, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
their creditors, they listed assets totaling $2 million and debts
totaling $35 million.


WHX CORP: Posts $34.6 Million Net Loss in Year Ended Dec. 31, 2005
------------------------------------------------------------------
WHX Corp. filed its financial statements for the year ended
Dec. 31, 2005, with the Securities and Exchange Commission on
Jan. 25, 2007.

PricewaterhouseCoopers LLP, in New York, N.Y., expressed
substantial doubt about WHX Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2005.  The auditing firm cited that the
company emerged from bankruptcy effective July 29, 2005, has no
bank facility of its own and has not had access to dividends from
its only operating subsidiary, Handy & Harman.  Additionally, the
firm cited that WHX Corp. has as its principal source of cash
limited discrete transactions and has significant cash
requirements including the funding of the WHX Pension Plan and
certain other administrative costs.

WHX Corp. reported a $34.6 million net loss on $403.8 million of
net sales for the year ended Dec. 31, 2005, compared with a
$140.4 million net loss on $372 million of net sales for the year
ended Dec. 31, 2004.

Sales increased by $11.7 million at the Precious Metal Segment,
$10.3 million at the Tubing Segment and by $9.8 million at the
Engineered Materials Segment.  Gross profit percentage decreased
in the 2005 period to 18.0% from 19.6% in 2004.  Gross profit
percentage in 2005 was negatively impacted by higher raw
material costs.

In 2005, the company recorded a $79.8 million goodwill impairment
charge and a $29 million environmental remediation expense, which
was absent in 2006.

At Dec. 31, 2005, the company's balance sheet showed
$296.2 million in total assets and $351.9 million in total
liabilities, resulting in a $55.7 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2005, also showed strained
liquidity with $131.9 million in total current assets available to
pay $254 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2005, are available for
free at http://researcharchives.com/t/s?17d5

                      Emergence from Chapter 11

On March 7, 2005, WHX  Corporation, filed a voluntary petition to
reorganize under chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy  Court for the Southern District
of New York.  The company continued to operate its businesses and
own and manage its properties as a debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code until July 29, 2005,
when it emerged from bankruptcy.

Neither Handy & Harman or any of WHX's other subsidiaries or
affiliates were included in WHX's bankruptcy filing.  WHX's
bankruptcy filing was primarily intended to reduce WHX's debt,
simplify its capital structure, reduce its overall cost of capital
and provide it with better access to capital markets.

On July 21, 2005, WHX Corporation's Chapter 11 Plan of
Reorganization was confirmed by the Bankruptcy Court.  The Plan
became effective on July 29, 2005.

As a result of the emergence of the company from bankruptcy
effective July 29, 2005:

All of WHX's outstanding securities, including WHX's pre-
bankruptcy filing common stock, Series A preferred stock, Series B
preferred stock and 10-1/2% Senior Notes were deemed cancelled and
annulled without further act or action.

In full and complete satisfaction of all such claims, holders of
WHX's 10-1/2% Senior Notes received 9,200,000 shares of common
stock representing their prorated share of the reorganized
company.  These shares represent 92% of the equity in the
reorganized company.

In full and complete satisfaction of all such interests, Series A
preferred stockholders received 366,322 shares of common stock
representing their prorated share of the reorganized company and
344,658 warrants to purchase common stock of the reorganized
company, exercisable at $11.20 per share and expiring on
Feb. 28, 2008.

In full and complete satisfaction of all such interests, Series B
preferred stockholders received 433,678 shares of common stock
representing their prorated share of the reorganized company and
408,030 warrants to purchase common stock of the reorganized
company, exercisable at $11.20 per share and expiring on
Feb. 28, 2008.

Holders of WHX's pre-bankruptcy filing common stock received no
distribution under the Plan.

                          About WHX Corp.

Headquartered in New York City, New York, WHX Corporation
(Pink Sheets: WXCP.PK) -- http://www.whxcorp.com/-- is a holding
company structured to acquire and operate a diverse group of
businesses on a decentralized basis.  WHX's primary business is
Handy & Harman, an industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  WHX Corp. emerged from
bankruptcy on July 29, 2005.


WOODWIND & BRASSWIND: Court OKs Asset Sale to Guitar Center Unit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
approved the acquisition of substantially all of the assets of The
Woodwind & The Brasswind by Guitar Center, Inc.'s Musician's
Friend, Inc. subsidiary for approximately $29.9 million.  Under
the terms of the agreement, Musician's Friend will acquire
substantially all of the assets of The Woodwind & The Brasswind,
including its inventory of band and orchestra and combo
instruments, accounts receivable, fixed assets, personal property,
trade names and other intangible assets.  Musician's Friend will
also assume approximately $2 million of specifically identified
accrued liabilities.

"We are pleased that the Bankruptcy Court has approved our
acquisition of assets of The Woodwind & The Brasswind, including
the Woodwind and Brasswind and Music123 websites," Marty
Albertson, Chairman and Chief Executive Officer of Guitar Center,
said.  "This acquisition will enable us to further expand the
already strong combo instrument business at Musician's Friend as
well as build out our direct response band and orchestra business.
We look forward to broadening our customer base through the
acquisition of these well-known brand names and continuing the
growth of our direct response business."

The Woodwind & The Brasswind filed for bankruptcy protection in
Indiana on Nov. 21, 2006.  Musician's Friend had initially entered
into an asset purchase agreement with The Woodwind & The Brasswind
on Nov. 22, 2006, but that agreement was later terminated because
it was not approved by the Bankruptcy Court as a result of a
higher offer from another buyer.  The other buyer terminated its
acquisition in mid-January resulting in a new sales process, which
resulted in the agreement with Musician's Friend.

The transaction is expected to close in February 2007.  The
transaction will be funded through Guitar Center's available cash
and credit facility.  The acquisition is subject to a limited
number of conditions, and the final purchase price may be adjusted
based on the determination of inventory, accounts receivable and
assumed liability levels as of the closing.

                       About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- is a United
States retailer of guitars, amplifiers, percussion instruments,
keyboards and pro-audio and recording equipment.  Its retail store
subsidiary presently operates more than 195 Guitar Center stores
across the United States.  In addition, Guitar Center's Music &
Arts division operates more than 90 stores specializing in band
instruments for sale and rental, serving teachers, band directors,
college professors and students.

               About The Woodwind & the Brasswind

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


* Cooley's Bankruptcy Practice Advises Former New York Met Player
-----------------------------------------------------------------
Cooley Godward Kronish LLP's Bankruptcy and Restructuring Practice
is advising former New York Met baseball player Mo Vaughn and his
partner, Eugene Schneur, in their dramatic effort to transform a
housing development in Brooklyn, New York.

On Jan. 17, 2007, Judge James M. Peck of the Bankruptcy Court for
the Southern District of New York signed an order approving the
sale of Noble Drew Ali Plaza to Mr. Vaughn and Mr. Schneur's
company, Omni New York LLC, for $21 million.  Omni New York has
committed to vastly improve the quality of life in the complex,
located in the Brownsville section of Brooklyn, New York, and Mr.
Vaughn has devoted his post-baseball career to rehabilitating and
revitalizing economically distressed communities in the New York
City area and elsewhere in the country.

In addition to the purchase price, Omni New York will spend
$23 million to rehabilitate and upgrade the structure, the
appearance and the security of the five buildings and grounds of
the complex.  This expenditure equates to approximately $60,000 in
renovations per apartment.  The scope of the improvements for the
buildings will include new lobby areas, elevators and upgraded
heating systems, and the addition of 300 security cameras and
security guards.  Apartment improvements will include new floors,
windows and complete renovation of the kitchens and bathrooms.
There will be no displacement of any tenants during the
rehabilitation.

"This is a win-win for everyone involved, especially the tenants
of Noble Drew," said James Beldner, the Cooley partner leading the
bankruptcy representation.  "It is also a powerful example of how
entities such as the Creditors' Committee, the Department of
Housing and Urban Development, the City of New York and the local
union have collaborated for the common good -- in a profitable
way."

In addition to Mr. Beldner, Cooley bankruptcy attorney Gregory
Plotko is also advising on the matter.

Cooley's Bankruptcy & Restructuring Practice represents secured
lenders, official and unofficial creditors' committees, equity
committees, employee and retiree committees, tort committees,
investors in distressed situations, debtors, companies and
governmental entities in the negotiation of complex
reorganizations.  Major cases the Firm has handled include
litigations in the Enron, Montgomery Ward, Federated Department
Stores, Pacific Gas and Electric Company and USG Corporation
Chapter 11 cases.

                  About Cooley Godward Kronish

Cooley Godward Kronish LLP's -- http://www.cooley.com/--  
580 attorneys have an entrepreneurial spirit and deep, substantive
experience and are committed to solving clients' most challenging
legal matters.  From small companies with big ideas to
international enterprises with diverse legal needs, Cooley Godward
Kronish has the breadth of legal resources to enable companies of
all sizes to seize opportunities in today's global marketplace.
The firm represents clients across a broad array of dynamic
industry sectors, including real estate, technology, life
sciences, financial services, tax, retail and energy.

The firm has full-service offices in major commercial, government
and technology centers: Palo Alto, San Francisco and San Diego in
California; New York City; Reston, Va.; Broomfield, Colo.; and
Washington, DC.


* Thacher Proffitt Partners Made Leaders of Bar Associations
------------------------------------------------------------
Thacher Proffitt & Wood LLP disclosed that Oliver J. Armas, a
partner in the New York office, and Luis Enrique Graham, a partner
in the Mexico City office, Thacher Proffitt & Wood, S.C., have
been elected to leadership positions within Bar associations: Mr.
Armas was elected Chair of the International Law & Practice
Section of the New York State Bar Association, effective January
2007, and Mr. Graham was elected President of the Mexican Bar
Association, effective February 2007.  Both Mr. Armas and Mr.
Graham are in the Litigation and Dispute Resolution Practice
Group.

Mr. Armas was elected to Chair at the Annual Meeting of the New
York State Bar Association for a one-year term.  The NYSBA has
shaped the development of the law, educated and informed the
profession and the public for more than 100 years.  With a
membership of more than 70,000 lawyers, it represents every town,
city and county in the state, and it is the oldest and largest
voluntary state bar organization in the nation.  The ILPS, one of
23 sections of the Association, is recognized as a leading body of
legal thought on topics of importance to both the international
legal and business communities.  With chapters in 36 countries and
consisting of over 2,000 private and public international law
practitioners from around the world, the section provides a
network of lawyers and law firms around the world and a forum for
the exchange of legal developments, knowledge and experience.

Mr. Graham's term as President is for two years, from February
2007-2009.  The Mexican Bar Association is the most prominent
national association of law practitioners in Mexico.  Founded in
1922, the Mexican Bar collaborates with prestigious international
associations such as the International Bar Association, the Inter-
American Bar Association, the International Federation of Lawyers
and the American Bar Association.

"Both Ollie and Luis Enrique are born leaders and have strong
backgrounds and success in their field," said Paul Tvetenstrand,
managing partner of Thacher Proffitt.  "We are proud of their
appointments, and I know they will serve the NYSBA and the Mexican
Bar Association well."

* Oliver J. Armas

Mr. Armas specializes in complex domestic and international
litigation and arbitration cases.  He has an extensive practice in
U.S. federal and state courts, as well as before regulatory
agencies, such as the SEC and the NASD.  He also regularly
represents foreign and domestic clients in large international
cases, both in the U.S. and in foreign courts, as well as in
arbitrations before the ICC, AAA/ICDR, LCIA, the Court of
Arbitration for Sport, ICSID and other international tribunals.

A significant percentage of Oliver's practice involves counseling
clients on various matters involving Latin America and the U.S.
Hispanic market.  He works closely with Thacher Proffitt's office
in Mexico City and also works extensively throughout Central and
South America, Spain and Portugal.  Mr. Armas has acted as a legal
expert on certain aspects of U.S. law in foreign proceedings in
Mexico and Peru.

Mr. Armas has been recognized in these fora: he was selected by
Forbes Radio to be on its "Best Lawyers in America" series;
selected to a roster of experts on Latin American issues by the
Round Table Group; appointed to panel of international arbitrators
of the AAA's International Centre of Dispute Resolution; selected
for inclusion in the "International Who's Who for Legal
Practitioners"; rated AV (highest ranking) by Martindale Hubbell;
designated as Honorary Fellow of the Center for International
Legal Studies; and is a member of the Advisory Committee of the
Argentine Commission of National and Transnational Arbitration.

Mr. Armas has published many articles in the U.S. and abroad,
including International Law Practicum of the New York State Bar
Association and The Record of the Association of the Bar of the
City of New York.  He also moderated several industry panels on
various topics.

His professional affiliations include the American Bar
Association; Association of the Bar of the City of New York; Cuban
American Bar Association; Hispanic National Bar Association:
International Law Committee and Business and Securities Practice
Committee; ICC Young Arbitrators Forum; International Bar
Association; London Court of International Arbitration: Young
International Arbitration Group; North American Users' Council;
Latin American Users' Council; New York State Bar Association:
International Law and Practice Section (Chair-elect; Chair of
November 2004 Meeting, Santiago, Chile); Committee of Inter-
American Law, including Free Trade in the Americas; Co-Editor, New
York International Chapter News; and USCIB.

* Luis Enrique Graham

Mr. Graham is a partner in Thacher Proffitt's Mexico City
affiliate, Thacher Proffitt & Wood, S.C., and heads the commercial
litigation and arbitration department with experience in civil
complex and commercial litigation, and alternative dispute
resolution procedures, including domestic and international
arbitration before the ICC, the ICDR (AAA), the LCIA, NAFTA/ICSID
and other international tribunals.  In addition, Luis Enrique has
extensive experience in bankruptcy-related matters in Mexico
(concurso mercantil).

Mr. Graham was nominated as one of the "Pre-eminent Commercial
Arbitrators" by both The International Who's Who of Commercial
Arbitration 2007 (5th edition) and The International Who's Who of
Business Lawyers 2007 (November 2006).  He was given special
recognition by LatinLawyer as one of the best lawyers over forty
in their "Forty under 40" feature (March 2003), as well as naming
him one of the top arbitration specialists in Latin America,
saying that he is "one of the strongest younger arbitration
lawyers in Mexico."  He was also selected by the Ministry of
Foreign Affairs as External Advisor on International Private Law.

Mr. Graham has written extensively on commercial arbitration and
mercantile, corporate and procedural law, and received first prize
from the Inter-American Lawyers Federation in 1999 for the best
legal book of the year: "Commercial Arbitration". He is a frequent
speaker on international law, commercial arbitration and
international transactions.

Mr. Graham's professional affiliations include: Chairman of the
Commercial Law Commission of the Mexican Bar Association (1998-
2001); member of the Arbitration and Mediation Commission of the
National Chamber of Commerce of Mexico City; Mexican Delegate
before the UNCITRAL (United Nations) Working Group on
International Commercial Arbitration; former member of the Dispute
Consulting Committee of the North America Free Trade Agreement
(NAFTA); member of the ICC Latin-American Group of Arbitration;
and member of the Advisory Board of The Institute for
Transnational Arbitration.

                  About Thacher Proffitt & Wood

A 158-year-old law firm that focuses on the capital markets and
financial services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises domestic and global clients in a
wide range of areas, including corporate and financial
institutions law, securities, structured finance, international
trade matters, investment funds, swaps and derivatives, cross-
border transactions, real estate, commercial lending, insurance,
admiralty and ship finance, litigation and dispute resolution,
technology and intellectual property, executive compensation and
employee benefits, taxation, trusts and estates, bankruptcy,
reorganizations and restructurings.  The Firm has over 300 lawyers
with five offices located in New York City; Washington, DC; White
Plains, New York; Summit, New Jersey and Mexico City.


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

In re S B & T Corp.
   Bankr. S.D.N.Y. Case No. 07-10098
      Chapter 11 Petition filed January 16, 2007
         See http://bankrupt.com/misc/nysb07-10098.pdf

In re A&K Rentals, Inc.
   Bankr. N.D. Ala. Case No. 07-80140
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/alnb07-80140.pdf

In re Al Herbert Thomas
   Bankr. W.D. Tenn. Case No. 07-20561
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/tnwb07-20561.pdf

In re Albin Bezdziecki
   Bankr. N.D. Ill. Case No. 07-00786
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/ilnb07-00786.pdf

In re Dolce's, LLC
   Bankr. D. Mass. Case No. 07-10264
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/mab07-10264.pdf

In re Genesis 1:31, Inc.
   Bankr. S.D. Ind. Case No. 07-00355
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/insb07-00355.pdf

In re Listening Post, Inc.
   Bankr. W.D. Pa. Case No. 07-20333
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/pawb07-20333.pdf

In re Monstah Lobstah, Inc.
   Bankr. M.D. Fla. Case No. 07-00385
      Chapter 11 Petition filed January 17, 2007
         See http://bankrupt.com/misc/flmb07-00385.pdf

In re Christopher M. Warman
   Bankr. W.D. Pa. Case No. 07-20370
      Chapter 11 Petition filed January 18, 2007
         See http://bankrupt.com/misc/pawb07-20370.pdf

In re Greater Praise Tabernacle Cogic
   Bankr. W.D. Tenn. Case No. 07-20579
      Chapter 11 Petition filed January 18, 2007
         See http://bankrupt.com/misc/tnwb07-20579.pdf

In re Johanne LaPlante
   Bankr. S.D. Fla. Case No. 07-10319
      Chapter 11 Petition filed January 18, 2007
         See http://bankrupt.com/misc/flsb07-10319.pdf

In re KKV Gourmet, LLC
   Bankr. D. N.J. Case No. 07-10747
      Chapter 11 Petition filed January 18, 2007
         See http://bankrupt.com/misc/njb07-10747.pdf

In re Pump and Patterson Company, LLC
   Bankr. E.D. Va. Case No. 07-30187
      Chapter 11 Petition filed January 18, 2007
         See http://bankrupt.com/misc/vaeb07-30187.pdf

In re Steven Lee Stroup, II
   Bankr. N.D. Ind. Case No. 07-10098
      Chapter 11 Petition filed January 18, 2007
         See http://bankrupt.com/misc/innb07-10098.pdf

In re Annie's Little Achievers, Inc.
   Bankr. S.D. Fla. Case No. 07-10366
      Chapter 11 Petition filed January 19, 2007
         See http://bankrupt.com/misc/flsb07-10366.pdf

In re Gulf Finest Investment Company
   Bankr. E.D. Tex. Case No. 07-10028
      Chapter 11 Petition filed January 19, 2007
         See http://bankrupt.com/misc/txeb07-10028.pdf

In re Lyn-Clare Flower Shop Inc.
   Bankr. W.D. Pa. Case No. 07-10090
      Chapter 11 Petition filed January 19, 2007
         See http://bankrupt.com/misc/pawb07-10090.pdf

In re New Industries, Inc.
   Bankr. W.D. Mich. Case No. 07-00375
      Chapter 11 Petition filed January 19, 2007
         See http://bankrupt.com/misc/miwb07-00375.pdf

In re Salsa Eateries #4, LLC
   Bankr. M.D. Fla. Case No. 07-00425
      Chapter 11 Petition filed January 19, 2007
         See http://bankrupt.com/misc/flmb07-00425.pdf

In re Trinity Haven Healthcare Center, Inc.
   Bankr. W.D. Tex. Case No. 07-70013
      Chapter 11 Petition filed January 19, 2007
         See http://bankrupt.com/misc/txwb07-70013.pdf

In re Evergreen Security, Inc.
   Bankr. D. Md. Case No. 07-10676
      Chapter 11 Petition filed January 23, 2007
         See http://bankrupt.com/misc/mdb07-10676.pdf

In re Hi-Lo Family Convenience, LLC
   Bankr. W.D. Mich. Case No. 07-00431
      Chapter 11 Petition filed January 23, 2007
         See http://bankrupt.com/misc/miwb07-00431.pdf

In re James W. McKinney
   Bankr. W.D. Tex. Case No. 07-10099
      Chapter 11 Petition filed January 23, 2007
         See http://bankrupt.com/misc/txwb07-10099.pdf

In re K.C. Rentals, Inc.
   Bankr. W.D. La. Case No. 07-80054
      Chapter 11 Petition filed January 23, 2007
         See http://bankrupt.com/misc/lawb07-80054.pdf

In re Randall Hutchins
   Bankr. D. N.M. Case No. 07-10120
      Chapter 11 Petition filed January 22, 2007
         See http://bankrupt.com/misc/nmb07-10120.pdf

In re Xtreme Motorsports and Accessories, Inc.
   Bankr. S.D. Ohio Case No. 07-50423
      Chapter 11 Petition filed January 23, 2007
         See http://bankrupt.com/misc/ohsb07-50423.pdf

In re American Medical Utilization Management Corporation
   Bankr. E.D. N.Y. Case No. 07-40358
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/nyeb07-40358.pdf

In re Dana T. Brown
   Bankr. D. Maine Case No. 07-20053
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/meb07-20053.pdf

In re Delphos Food Locker, Inc.
   Bankr. N.D. Ohio Case No. 07-30224
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/ohnb07-30224.pdf

In re Harry Wade Boatwright
   Bankr. D. S.C. Case No. 07-00359
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/scb07-00359.pdf

In re Sweeney, Inc.
   Bankr. W.D. Mich. Case No. 07-00456
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/miwb07-00456.pdf

In re The Reedy Group, Inc.
   Bankr. D. Ariz. Case No. 07-00290
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/azb07-00290.pdf

In re Bahama Texas, Inc.
   Bankr. N.D. Tex. Case No. 07-30323
      Chapter 11 Petition filed January 25, 2007
         See http://bankrupt.com/misc/txnb07-30323.pdf

In re Jomeka Auto Sales, LLC
   Bankr. D. N.J. Case No. 07-11052
      Chapter 11 Petition filed January 25, 2007
         See http://bankrupt.com/misc/njb07-11052.pdf

In re Larry Brongo Service Station, Inc.
   Bankr. W.D. N.Y. Case No. 07-20191
      Chapter 11 Petition filed January 25, 2007
         See http://bankrupt.com/misc/nywb07-20191.pdf

In re Mildred Elaine Blankenship
   Bankr. S.D. W.V. Case No. 07-20074
      Chapter 11 Petition filed January 25, 2007
         See http://bankrupt.com/misc/wvsb07-20074.pdf

In re Signos, Inc.
   Bankr. D. P.R. Case No. 07-00309
      Chapter 11 Petition filed January 25, 2007
         See http://bankrupt.com/misc/prb07-00309.pdf

In re Four D Electric, Inc.
   Bankr. D. Ariz. Case No. 07-00329
      Chapter 11 Petition filed January 26, 2007
         See http://bankrupt.com/misc/azb07-00329.pdf

In re Joey L. Lamb, D.D.S., P.C.
   Bankr. N.D. Ga. Case No. 07-61169
      Chapter 11 Petition filed January 26, 2007
         See http://bankrupt.com/misc/ganb07-61169.pdf

In re Richard Ronald Simmons
   Bankr. M.D. Tenn. Case No. 07-00547
      Chapter 11 Petition filed January 26, 2007
         See http://bankrupt.com/misc/tnmb07-00547.pdf

                             *********

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

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

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

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

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

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

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

                             *********

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

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