TCR_Public/070202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 2, 2007, Vol. 11, No. 28

                             Headlines

ADELPHIA COMMS: Equity Panel To Appeal Order Confirming ACOM Plan
ADELPHIA COMMS: Inks Pact Resolving Law Debenture Trust's Claims
ADVANCED MARKETING: Gets Authority to Employ BSI as Claims Agent
ADVANCED MARKETING: Court Dismisses Class Action Filed Against AMS
AH-DH APARTMENTS: Judge Rhoades Confirms Amended Chapter 11 Plan

ALLIED HOLDINGS: Will Hold Annual Shareholders' Meeting on May 17
ASARCO LLC: Wants 2007 Labor Agreement With USW Approved
ASARCO LLC: Seeks Court Okay on Arizona Litigation Settlement Pact
ASSURED PHARMACY: Completes $2,458,500 Financing of 18% Debentures
AUDIOVOX CORP: Acquires Thomson's Americas for $59 Million

AZ CHEM: Moody's Junks Rating on $136 Mil. Second Lien Term Loan
BALDOR ELECTRIC: Prices Offerings of Common Stock and Senior Notes
BONANZA PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
C.P.A. INSURANCE: A.M. Best Says Financial Strength is Fair
CAITHNESS COSO: Fitch Lifts Rating on $90 Million Notes to BB+

CAPITAL ONE: Earns $390.7 Million in Fourth Quarter of 2006
CAPITAL ONE: Majority Vote Standard for Election of Directors OK'd
CATHOLIC CHURCH: Portland Confirmation Hearing Begins on April 10
CATHOLIC CHURCH: Portland Ct. Will Estimate Unresolved Tort Claims
CATHOLIC CHURCH: Ct. OKs Catholic Finance as Spokane Fin'l Advisor

CCT COMMUNICATIONS: Case Summary & 7 Largest Unsecured Creditors
CELESTICA INC: S&P Puts Ratings on Negative CreditWatch
CELL THERAPEUTICS: To Restate Financial Reports for Three Quarters
CHARMING CASTLE: Trustee Hires Clydette Hughes as Liquidator
CLADDAGH DEVELOPMENT: Chapter 11 Case Summary

COLLINS & AIKMAN: President and CEO Frank Macher Resigns
COLLINS & AIKMAN: Has Until March 28 to File Chapter 11 Plan
CREDIT SUISSE: S&P Lifts Rating on Class K Certs. to BB+ from BB
CWMBS INC: Fitch Assigns Low-B Rating on 2 Certificate Classes
DANA CORP: Seeking Court's Approval on Amended Credit Agreement

DAVITA INC: Announces Completion of Government Investigation
DELPHI CORP: Selects Platinum Equity as Lead Bidder in Unit Sale
DELPHI CORP: InPlay Technologies Wants $7.5 Million Claim Approved
DELTA AIR: Claimholders Express Disappointment at Official Panel
EASTMAN KODAK: Earns $17 Million in Fourth Quarter of 2006

EASTMAN KODAK: Moody's Continues Review on Ratings & May Downgrade
EDDIE BAUER: Tax Review Determines Fin'l. Restatement Not Required
ENTERGY NEW ORLEANS: Court Sets May 2 & 3 Confirmation Hearing
ENTERGY NEW ORLEANS: Solicit Votes for Amended Chapter 11 Plan
EPIC DATA: December 31 Balance Sheet Upside-Down by $1.9 Million

FAMILY LIFE: A.M. Best Lifts Rating and Says Outlook is Stable
FOAMEX INT'L: Delaware Court Confirms Plan of Reorganization
GREAT LAKES: A.M. Best Lowers Financial Strength Rating to B-
GREEN HOLDING: Case Summary & Two Largest Unsecured Creditors
GSAMP TRUST: Moody's Puts Ratings on Review for Possible Downgrade

GSR MORTGAGE: Fitch Rates $4.3 Million Class B5 Certificates at B
HILCORP ENERGY: S&P Affirms Corporate Credit Rating at B+
HILTON HOTELS: Asset Sale Prompts S&P's Positive CreditWatch
HILTON HOTELS: Fitch Lifts Ratings and Assigns Positive Outlook
HOME PRODUCTS: Court Approves Second Amended Disclosure Statement

HOME PRODUCTS: Confirmation Hearing Scheduled on March 8
HOME PRODUCTS: Appoints Joseph Gantz as Executive Board Chairman
HUNTINGTON BANCSHARES: Earns $87.7 Million in 2006 Fourth Quarter
IMMUNE RESPONSE: Noteholder Converts $20,000 to Common Stock
INTEGRATED HEALTH: Court Moves Claims Objection Deadline to May 2
INTERNAL INTELLIGENCE: Court Okays Weiser LLP as Financial Advisor

IRON AGE: Case Summary & 40 Largest Unsecured Creditors
JACUZZI CORP: S&P Junks Rating on Proposed $185 Mil. 2nd-Lien Loan
JARDEN CORP: S&P Holds B+ Corp. Credit Rating and Shifts Outlook
KINDER MORGAN: Reports 26% Increase in Net income for FY 2006
KINETIC CONCEPTS: Earns $371.5 Million in 2006 Fourth Quarter

LA PETITE: S&P Withdraws B- Corporate Credit Rating
LEON GOLUMB: Voluntary Chapter 11 Case Summary
LIGHTPOINT PAN: Moody's Rates EUR9.5 Mil. Class E Notes at Ba3
MACH ONE: S&P Lifts Rating on Class N Certificates to B+ from B
MASTR TRUST: Moody's Puts Ratings on Review for Possible Downgrade

MERITAGE MORTGAGE: Moody's Places Ba1 Certificate Rating on Review
MESABA AVIATION: Sells Northwest Claim to Goldman Sachs
MICHELEX CORP: Hires NY Investment Firm to Complete AGPro Purchase
MICHNER PLATING: Case Summary & 20 Largest Unsecured Creditors
MISTY HARBOR: Case Summary & Four Largest Unsecured Creditors

MORGAN STANLEY: Moody's Cuts Ratings on 2 Certificate Classes
NEXTSTEP ACCOMMODATION: Voluntary Chapter 11 Case Summary
NYACK HOSPITAL: Moody's Withdraws B3 Rating on Series 1996 Bonds
OMNITECH CONSULTANT: Proposes to Exchange 100% of Debt to Equity
PACIFIC LUMBER: Court Approves Howard Rice as Bankruptcy Counsel
PACIFIC LUMBER: Court Approves Jordan Hyden as Bankruptcy Counsel

PERFORMANCE TRANSPORTATION: March 14 is Admin. Claims Bar Date
PERFORMANCE TRANSPORTATION: Union Has Prepetition Unsecured Claim
PILLOWTEX CORP: Plan Confirmation Hearing Set for February 13
PINE RIVER: Case Summary & 20 Largest Unsecured Creditors
PNA GROUP: Moody's Junks Rating on Proposed $150 Mil. Senior Note

PNA GROUP: S&P Places Corporate Credit Rating at 'B+'
PNA INTERMEDIATE: S&P Assigns 'B+' Corporate Credit Rating
PORT TOWNSEND: Bankruptcy Filing Prompts Moody's to Junk Ratings
PRIMUS TELECOMMS: Senior Notes Holders Seek Injunctive Relief
PUBLIC STEERS: S&P Junks Rating on $231.9 Mil. Class A & B Certs

RBSGC MORTGAGE: Fitch Rates $1.9 Million Class B-6 Certs. at B
RESIDENTIAL ACCREDIT: Fitch Rates $2 Mil. Class B-2 Certs. at B
RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on 4 Cert. Classes
RURAL CELLULAR: High Leverage Cues Fitch to Hold Junk Ratings
SECURITIZED ASSET: Fitch Puts BB+ Ratings on Three Cert. Classes

SEITEL INC: Moody's Rates Proposed $400 Mil. Senior Notes at B3
SEITEL INC: S&P Cuts Corporate Credit Rating to B- from B
SOLO CUP: S&P Holds Junk Corp. Credit Rating with Negative Outlook
SOUTH STREET CBO: S&P Holds Junk Ratings on 3 Certificate Classes
STEEL PARTS: Files Plan of Liquidation and Disclosure Statement

STRUCTURED ADJUSTABLE: Fitch Puts Low-B Ratings on $1.3 Mil. Debt
STRUCTURED ASSET: Fitch Rates $13.9 Mil. Class B2 Certs. at BB
TECHNICAL OLYMPIC: In Talks with Joint Venture Lenders
TERWIN MORTGAGE: Moody's Cuts Rating on Class M-2 Certs. to Ba1
TEXAS STUDENT: Moody's Junks Rating on Junior Series Bonds

TIGER AIRCRAFT: Chapter 7 Case Summary
TIMKEN CO: Lower Automobile Demand Impacts Fourth-Quarter Results
TOWN OF MOFFETT: Town Board Chairman Gives Notice of Bankruptcy
TRI-NATIONAL DEVELOPMENT: Gets Court Nod to Sell Real Property
TYRINGHAM HOLDINGS: Wants Boston Store Lease Rejected

UNIFI INC: Appoints William A. Priddy to Board of Directors
US AIRWAYS: Pilots Picket at Arizona Corporate Headquarters
YUKOS OIL: ESN Consortium Makes First Bid for Bankrupt Assets

* Mark B. Childress Joins Foley Hoag LLP as Partner

* BOOK REVIEW: American Arbitration: Its History, Functions and
               Achievements

                             *********

ADELPHIA COMMS: Equity Panel To Appeal Order Confirming ACOM Plan
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in Adelphia
Communications Corp. and its debtor-affiliates' chapter 11 cases
notified the U.S. Bankruptcy Court for the Southern District of
New York that it will take an appeal from the Honorable Robert E.
Gerber's order confirming the ACOM Debtors' First Modified Fifth
Amended Chapter 11 Plan to the U.S. District Court for the
Southern District of New York.

The Equity Committee wants the District Court to determine:

   (a) whether the Bankruptcy Court erred in entering the Bench
       Jan. 3, 2007 decision and January 5 order confirming
       the Plan over the Equity Committee's objections;

   (b) whether the Bankruptcy Court had jurisdiction to remove
       the Equity Committee as a plaintiff in a multi-billion
       dollar litigation, and transfer the Equity Committee's
       claims to the creditors, even after the District Court
       withdrew the reference as to that litigation;

   (c) whether the Plan is unlawful because it entrusts that
       multi-billion dollar litigation to creditors who have an
       intractable conflict of interest because they repeatedly
       have taken, and continue to take, positions adverse to the
       interests of equity holders;

   (d) whether the Confirmation Order violates the Bankruptcy
       Code by depriving the Equity Committee of the right to
       prosecute its own objection to the claims filed by
       Adelphia's prepetition lenders; and

   (e) whether the Confirmation Order, by terminating the Equity
       Committee on the Effective Date, improperly deprives the
       Equity Committee of the right to appeal from the
       Confirmation Order itself.

                       About Adelphia Comms

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television
company.  Adelphia serves customers in 30 states and Puerto Rico,
and offers analog and digital video services, Internet access and
other advanced services over its broadband networks.  The Company
and its more than 200 affiliates filed for Chapter 11 protection
in the Southern District of New York on June 25, 2002.  Those
cases are jointly administered under case number 02-41729.
Willkie Farr & Gallagher represents the Debtors in their
restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 162; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Inks Pact Resolving Law Debenture Trust's Claims
----------------------------------------------------------------
Law Debenture Trust Company of New York, as indenture trustee
under 14 different series of senior notes issued by Adelphia
Communications Corp., filed 258 proofs of claim against:

   (i) ACOM as issuer for principal and interest, indenture
       trustee fees and expenses and indemnification owed under
       the ACC Senior Notes; and

  (ii) multiple non-issuer Debtors for, among other things,
       alleged wrongdoing under theories of veil-piercing, agency
       and alter ego; and

The ACOM Debtors' First Modified Fifth Amended Chapter 11 Plan
provides that the ACC Senior Notes Claims will be allowed for
$5,109,693,748, comprising:

   (a) $4,936,847,118 representing principal; and

   (b) $172,846,630 representing interest accrued through the
       Petition Date.

The Plan also provides for the allowance of the Trustee Fee Claim
and indemnification rights of Law Debenture.

Pursuant to the Plan, claims filed by an indenture trustee for
tort or claims other than for principal, interest, fees and
expenses against the issuers and guarantors of the respective
debt securities under the indentures will be deemed disallowed.

The U.S. Bankruptcy Court for the Southern District of New York
has approved the stipulation.  Pursuant to the Court-approved
stipulation, the ACOM Debtors and Law Debenture agree that:

   (1) nine ACC Senior Notes Claims, which were filed against
       ACOM as issuer for, inter alia, principal and interest
       owed under the ACC Senior Notes, will be allowed pursuant
       to the Plan:

       Claim No.   Claim Amount   Series of Notes
       ---------   ------------   ---------------
        875400     $360,944,792   9.875% Senior Notes due 3/1/07

        875500      310,050,000   8.375% Senior Notes due 2/1/08

        875600      332,014,583   9.25% Senior Notes due 10/1/02

        903800      310,333,333   7.75% Senior Notes due 1/15/09
                    103,333,333   7.5% Senior Notes due 1/15/04

       1142400      134,065,208   9.875% Senior Debentures due
                                     3/1/05

       1142500      354,134,375   7.875% Senior Notes due 5/1/09
                    528,645,833   9.375% Senior Notes due
                                     11/15/09
                    769,031,250   10.875% Senior Notes due
                                     10/1/10
                  1,054,097,222   10.25% Senior Notes due 6/15/11
                    507,687,500   10.25% Senior Notes due 11/1/06

       1142600      155,416,667   8.125% Senior Notes due 7/15/03

       1142700       32,939,651   9.5% Senior Pay-In-Kind Notes
                                     due 2/15/04

       1258400      157,000,000   10.5% Senior Notes due 7/15/04
                ---------------
       TOTAL     $5,109,693,748
                ===============

   (2) 230 claims filed by Law Debenture for tort or claims other
       than for principal, interest, fees and expenses against
       the issuers and guarantors of the respective debt
       securities under the indentures are disallowed pursuant to
       the Plan; and

   (3) the Stipulation will not become effective until the
       Effective Date of the Plan, and will be deemed null and
       void if the Effective Date does not occur.

                       About Adelphia Comms

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television
company.  Adelphia serves customers in 30 states and Puerto Rico,
and offers analog and digital video services, Internet access and
other advanced services over its broadband networks.  The Company
and its more than 200 affiliates filed for Chapter 11 protection
in the Southern District of New York on June 25, 2002.  Those
cases are jointly administered under case number 02-41729.
Willkie Farr & Gallagher represents the Debtors in their
restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 162; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on Jan. 9, 2007, the
Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has entered an order confirming the
first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.


ADVANCED MARKETING: Gets Authority to Employ BSI as Claims Agent
----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
obtained permission from the United States Bankruptcy Court for
the District of Delaware to employ Bankruptcy Services LLC as
claims and noticing agent in their Chapter 11 cases to, among
other things:

    (1) maintain, process and docket claims filed in their
        bankruptcy cases;

    (2) transmit notices to appropriate parties as required by the
        Bankruptcy Code, the Federal Rules of Bankruptcy Procedure
        and the Local Rules of the District of Delaware;

    (3) assist the Debtors within the dissemination of
        solicitation materials relating to a plan of
        reorganization; and

    (4) assist the Debtors with the preparation of their schedules
        and statements.

Furthermore, BSI will assist the Debtors with:

    (1) the preparation of amendments to the master creditor
        lists;

    (2) administrative tasks relating to the reconciliation and
        resolution of claims; and

    (3) the preparation, mailing and tabulation of ballots for the
        purpose of voting to accept or reject a Reorganization
        Plan or Reorganization Plans.

BSI will not perform any services involving the exercise of
professional judgment without further Court ruling, Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, notes.

The Debtors submit that the employment of BSI will promote the
economical and efficient administration of their estates because
the Debtors will be able to avoid duplication in claims
administration, and in providing notices to their creditors.  In
addition, the Court and the Clerk of Court will be relieved from
the heavy administrative burden and other burdens due to the
large number of creditors and other parties-in-interest involved
in the Debtors' Chapter 11 cases.

According to Mr. Collins, BSI is a firm that specializes in
claims processing, noticing and other administrative tasks in
Chapter 11 cases.  BSI has (a) substantial experience in the
matters on which it is to be engaged, and (b) acted as official
claims agent in several cases in the U.S. Bankruptcy Court for
the District of Delaware.

Daniel C. McElhinney, BSI Vice President of Client Services,
assures the Court that in its capacity as the Claims and Noticing
Agent in the Debtors' Chapter 11 cases, BSI:

    (a) will not consider itself employed by the U.S. Government
        and will not seek any compensation from the U.S.
        Government;

    (b) waives any rights to receive compensation from the U.S.
        Government;

    (c) will not be an agent of the U.S. Government and will not
        act on behalf of the U.S. Government; and

    (d) will not employ any past or present employees of the
        Debtors in connection with its work as the Claims and
        Noticing Agent.

Mr. Collins relates that BSI will bill the Debtors monthly, and
all invoices will be due and payable upon receipt at these rates:

      Consulting Services                       Hourly Rate
      -------------------                       -----------
      Senior Bankruptcy Consultant              $225 - $295
      Bankruptcy Consultant                     $185 - $225
      IT Programming Consultant                 $140 - $190
      Cash Managers-Document and Data Review    $125 - $175
      Clerical                                   $40 - $60

BSI reserves the right to reasonably increase its prices, charges
and rates annually on January 2nd of each year.  However, if the
increases exceed 10%, BSI will be required to give 60 days' prior
written notice to the Debtors.

                      About Advanced Marketing

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

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


ADVANCED MARKETING: Court Dismisses Class Action Filed Against AMS
-----------------------------------------------------------------
The U.S. District Court for the Southern District of California
dismissed a class action filed on behalf of purchasers of Advance
Marketing common stock from Jan. 16, 1999, to Jan. 13, 2004,
inclusive.

The lawsuit arose out of Advanced Marketing Services' announcement
on Jan. 14, 2004, that it would restate its previously filed
financial statements for the prior five fiscal years.  The planned
restatement resulted from the company's ongoing review of its
cooperative advertising practices and related accounting, and
relates primarily to the timing and quantification of recognition
of revenue and reversal of accrued liabilities.

Following the announcement of the restatement, the price of
AMS's stock fell 15.2% from $11.97 to $10.15 per share.
Afterwards, Debtor and certain of its officers and directors were
named as defendants in the federal securities class actions in
the U.S. District Court for the Southern District of California
in:

      -- "Eastside Investors, LLP v. Advanced Marketing
         Services, Inc., et al., Case No. 04-CV-00121 JM (AJB);"

      -- "Bowen v. Advanced Marketing Services, Inc., et al.,
         Case No. 04-CV-00139 H (JMA);" and

      -- "Anderson v. Advanced Marketing Services, Inc., et al.,
         Case No. 04-CV-00324 WQH (AJB)."

The lawsuits alleged that Advanced Marketing and the individual
defendants either knowingly or recklessly made misstatements
concerning the company's reported financial results to
artificially inflate the price of AMS common stock.

On Feb. 24, 2004, the California Court consolidated the
federal securities actions into a single case.  On May 4, 2004,
the Court appointed Detroit P&F, a public pension fund organized
for the benefit of current and retired police and fire personnel
from the city of Detroit, as lead plaintiff, and approved Detroit
P&F's selection of Bernstein Litowitz as lead counsel.

In August 2005, the parties participated in a settlement
mediation session with the assistance of retired California
Court of Appeal Justice Charles S. Vogel.

Following mediation session, counsel for the parties continued to
discuss settlement.  In February 2006, the parties reached
agreement on the terms of settlement and executed a Memorandum of
Understanding.

On Oct. 16, 2006, the Court entered the Order of Final Judgment
and Dismissal of the Action with Prejudice and granted
final approval of the Settlement, the Plan of Allocation of
Settlement Proceeds and the Request for Attorneys' Fees and
Reimbursement of Expenses.

                      About Advanced Marketing

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


AH-DH APARTMENTS: Judge Rhoades Confirms Amended Chapter 11 Plan
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S Bankruptcy Court for the
Eastern District of Texas confirmed AH-DH Apartments Ltd. and its
debtor-affiliates' Amended Chapter 11 Plan of Reorganization.

                       Overview of the Plan

The Amended Plan contemplates a consolidation and reorganization
of the Debtors and payment of all claims, other than the Citigroup
Global Markets Realty Corp. fka Salomon Brothers Realty Corp.'s
Allowed Secured Claim, which will be paid an agreed amount of
$144,000,000, plus amounts provided in the cash collateral order.

On the effective date of the Amended Plan, the new investors
will make a preferred equity investment which will be coupled with
exit financing to make all payments required by the Amended Plan
and to cure deferred maintenance on the properties.

In addition, the Plan provides the assumption of all executory
contracts and unexpired leases not expressly rejected on or before
90 days after confirmation of the Plan.

                        Treatment of Claims

Under the Amended Plan, on or before Jan. 31, 2007, the Debtors
will pay to Citigroup, a secured creditor, a payoff amount, plus
any and all other amounts that due.

Each holder of General Unsecured and Class 4 Allowed Secured
Claims, other than Citigroup's Secured Claim, will receive payment
in full, in cash, on the later of:

      -- 10 days following the effective date of the Plan; or

      -- 10 days following the date any such claim becomes an
         allowed claim.

Holders of Equity Interests in the Original Debtors will be
exchanged for new equity interests in the Reorganized Debtors,
provided, that the new equity interests will be subordinate in
right of distribution to the new investors.

All Equity Interests in the Equity Debtors will be exchanged
for new equity interests in the reorganized DB Holdings LLC, a
debtor-affiliate.

A full-text copy of the Amended Chapter 11 Plan of Reorganization
is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070131033945

Headquartered in Plano, Texas, AH-DH Apartments, Ltd.,
owns 16 apartment complexes.  The company and three of its
affiliates filed for chapter 11 protection on Mar. 22, 2006 (Bank.
E.D. Tex. Case No. 06-40355).  J. Mark Chevallier, Esq., at
McGuire Craddock & Strother, P.C., represents the Debtors.  When
the Debtors filed for protection from their creditors,
they estimated assets and debts between $50 million and
$100 million.

DH Holdings Limited Partnership and DH Holdings GP, Inc., filed
for chapter 11 protection on Apr. 8, 2006 (Bankr. E.D. Tex. Case
Nos. 06-40479 and 06-40480).  Another affiliate, DB Holdings, LLC,
filed for chapter 11 protection on Apr. 10, 2006 (Bankr. E.D. Tex.
Case No. 06-40484).  The Debtors' chapter 11 cases
are jointly administered under Case No. 06-40355.


ALLIED HOLDINGS: Will Hold Annual Shareholders' Meeting on May 17
-----------------------------------------------------------------
Allied Holdings, Inc.'s Board of Directors has set Thursday,
May 17, 2007, at 10:00 a.m., Atlanta, GA time, as the date and
time for the company's annual meeting of shareholders to be held
at the corporate Offices of the company, 160 Clairemont Avenue,
3rd Floor Conference Room, in Decatur, Georgia.

The Board has also set April 6, 2007, as the record date for
the determination of shareholders entitled to vote at the annual
meeting.

AHI's announcement, as reported in the Troubled Company Reporter
on Jan. 19, 2007, comes as holders of 26.4% of AHI's outstanding
shares have sued the Debtor before the U.S. Bankruptcy Court for
the Northern District of Georgia to compel its Board to convene
the annual shareholders' meeting for the purpose of electing
directors

Shareholders Virtus Capital LP, Hawk Opportunity Fund, L.P.,
Aspen Advisors, LP, Sopris Capital Advisors, LLC, Armory
Advisors, and Cypress Management Advisors LLC claimed that AHI's
Board (i) breached the company's Amended Bylaws and the
provisions of Georgia law by refusing to hold the meetings, and
(ii) has made decisions that have failed to maximize the value of
the Debtors' estate for the benefit of stockholders.

                       About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia gave a bridge order extending the
Debtors' exclusive period to February 2, 2007.  The Debtors had
asked the Court to extend their exclusive period to
Feb. 23, 2007, and plan solicitation to April 24, 2007.


ASARCO LLC: Wants 2007 Labor Agreement With USW Approved
--------------------------------------------------------
ASARCO LLC asks the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve a
collective bargaining agreement entered into between the Debtors
and the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union,
AFL-CIO, CLC, on behalf of itself and other labor organizations
representing ASARCO's employees.

The parties had reached a final agreement on the terms of the CBA
on Jan. 6, 2007.  The CBA, among other things, provides for:

   -- a $1 wage increase applicable across all seniority classes
      effective retroactive to January 1, 2007, and subsequent
      $1 wage increases to become effective on September 30,
      2008, and 2009;

   -- the Unions' right to designate two individuals to serve on
      ASARCO's Board of Directors and the right to be notified
      and bid for the purchase of assets if the company decides
      to sell its assets, both rights are effective only upon
      entry of a final, non-appealable order confirming a plan of
      reorganization; and

   -- various changes in active employee and retiree benefits
      offered by ASARCO, including the settlement of the retiree
      litigation commenced in the U.S. District Court for the
      District of Arizona, Phoenix Division.

ASARCO believes that if it cannot obtain approval of the CBA,
there is a high likelihood that they would face another work
stoppage.  The company cannot risk another strike or even the
threat of a strike, Jack L. Kinzie, Esq., at Baker Botts L.L.P.,
in Dallas, Texas, contends.

Mr. Kinzie points out several adverse effects of a strike to
ASARCO:

   (1) ASARCO cannot take advantage of the currently high copper
       prices.  The nature of ASARCO's assets is such that the
       company can achieve maximum efficiency when level of
       production is highest.  High productivity requires a
       substantial labor force, which will be unavailable in case
       of a strike.

   (2) Key customers will curtail their supply contracts with
       ASARCO and look for other producers.  The 2005 Strike has
       already resulted to a loss of certain key customers
       suspending their contracts with ASARCO pending its
       negotiations of a new, long-term labor agreement.

   (3) The 2005 Strike has caused key salaried employees to
       resign and look for work in other companies.  Another
       strike will lead to further loss of employees and harm
       ASARCO's ability to recruit new employees in the future.

                USW Sets Ratification Schedules

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

The agreement includes a $3,000 ratification bonus; wage
increases of $1.00 per hour retroactive to Jan. 1, 2007; $1.00
increases effective Sept. 30, 2008 and 2009; quarterly bonuses
tied to the price of copper and a 20 percent increase in the
pension formula.

Other highlights include no increase in active health care
or prescription drug contributions; a new SUB Plan and insurance
continuation for employees who are laid off; improvements in
other benefit plans; and restoration of most of the health care
benefits for previous retirees whose benefits were cut
unilaterally by ASARCO in August 2003, and a sizeable reduction
in monthly contributions.

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

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

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

ASARCO employees at five locations in Arizona and Texas are
covered under this agreement.  Contracts covering approximately
800 hourly employees originally expired on July 1, 2004 between
ASARCO and unions at the company's facilities in Amarillo, Texas;
Hayden, Ariz.; Sahuarita, Ariz., (Mission Mine) and Marana,
Ariz., (Silver Bell Mine).  The labor agreement between ASARCO
and unions covering approximately 800 hourly employees at the
company's Ray Copper Mine originally expired on July 1, 2005.

Ratification votes are scheduled as follows:

      Date      Location
      ----      --------
      Feb. 5    Amarillo Copper Refinery Amarillo, Texas
      Feb. 7    Mission and Silver Bell Mines Tucson, Ariz.
      Feb. 8    Hayden Smelter Hayden, Ariz.
      Feb. 9    Ray Mines Kearney, Ariz.

Following the vote on February 9, all ballots from all of the
locations will be mixed and counted.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi had extended the
Debtors' exclusive period to file a plan of reorganization until
April 6, 2007, and their exclusive period to solicit acceptances
of that plan until June 6, 2007.


ASARCO LLC: Seeks Court Okay on Arizona Litigation Settlement Pact
------------------------------------------------------------------
ASARCO LLC asks the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve the
Arizona Litigation settlement agreement.

In June 2003, ASARCO LLC, Silver Bell Mining, L.L.C., and
Encycle/Texas, Inc., had initiated a class action civil suit No.
03-1297 in the U.S. District Court for the District of
Arizona, Phoenix Division, seeking a declaratory judgment to
determine rights under certain retiree health and benefit plans.

Concurrent with ASARCO's negotiations of a new collective
bargaining agreement with certain labor unions, it also
negotiated a settlement to resolve all retiree medical benefit
claims asserted in the Arizona Litigation.

Parties to the Settlement are:

   * ASARCO LLC;

   * The United Steel, Paper and Forestry, Rubber, Manufacturing,
     Energy, Allied Industrial and Service Workers International
     Union, AFL-CIO, CLC; the International Brotherhood of
     Electric Workers Locals 518, 570, 583 and 602; and the
     International Chemical Workers Union Council of the United
     Food & Commercial Workers; and

   * Any individual who was an employee-participant, a dependent
     or a spouse of a participant in the ASARCO employee benefit
     plans that provided for retiree health and prescription drug
     benefits; and

   * Any individual who retired before Jan. 1, 2007, from a
     union represented position at an ASARCO, Silver Bell, and
     Encycle/Texas, location who is not yet 65 years old or is
     qualified for Medicare.

The Settlement provides that:

   (a) Class Members not yet eligible for Medicare will pay
       monthly premiums of $100 per participant and a maximum of
       $200 per family, instead of continuing to pay monthly
       premiums ranging from $220 to $430 per month.  Medicare
       eligible Class Members who continue to be eligible for
       benefits will pay monthly premiums of $75 per participant
       and a $150 maximum per family.

   (b) Annual deductibles will be reduced to $200 for an
       individual and $400 for a family.  The separate
       prescription drug deductible that the company had imposed
       will be eliminated.

   (c) The general mail order for prescription drug co-pays will
       be $5 rather than the greater of $5 or 20% of the cost.

   (d) The new program requires ASARCO to pay 90% of non-drug
       costs and that retires pay the remaining 10%.  However,
       the out-of-pocket maximum that retirees have to pay is
       reduced from $5,000 per family and $2,500 per individual
       down to $2,000 for the entire family.

   (e) Class Members who have dropped out of the retiree health
       care plan since 2003 will have a right to re-enroll within
       a specified period of time.

   (f) If the Settlement is not approved, the reduced deductibles
       applicable to Class Members is effective Jan. 1, 2007.
       To the extent the Class Members have already paid more in
       deductibles than they would under the new program, they
       will be reimbursed when an order approving the Settlement
       and the new collective bargaining agreement becomes final.

   (g) The new premiums are effective March 1, 2007.

   (h) If the Settlement is not approved by March 1, 2007, the
       new benefits, other than the deductibles and premiums,
       will not be implemented until approval is granted.  Class
       Members will be reimbursed for the difference in benefit
       levels on the approval.

The Parties contend that settlement of the Arizona Litigation
will eliminate potential costs of litigating the complex and
time-consuming issues, the likely appeals of any rulings, and the
complicating factor of the bankruptcy proceeding, as well as any
uncertainties as to the outcome of the bankruptcy proceeding.

Judge Schmidt directs creditors and other parties-in-interest to
file their objections to the approval of the Settlement no later
than Feb. 12, 2007.

Class Members will have until Feb. 26, 2007, to file objections,
if any, to the approval of the Settlement.

A fairness hearing on the approval of the Settlement is scheduled
on Feb. 28, 2007.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi had extended the
Debtors' exclusive period to file a plan of reorganization until
April 6, 2007, and their exclusive period to solicit acceptances
of that plan until June 6, 2007.


ASSURED PHARMACY: Completes $2,458,500 Financing of 18% Debentures
------------------------------------------------------------------
Assured Pharmacy Inc. has completed a $2,458,500 financing
consisting of 18% Unsecured Convertible Debentures.

The financing consists of one-year Debentures that bear interest
at 18% per annum, with interest being paid in advance in
restricted shares of the Company's common stock.  Holders may
elect to convert their Debentures into APHY common stock based on
a conversion price of $0.40 per share. I f a holder elects to
convert their Debenture they will be issued one warrant
per share, based on the total number of shares issued for the
conversion of their Debenture.  The warrants are to be divided
equally between two classes, one with a strike price of $0.60 per
share and a one-year term during which they are exercisable and
the other with a strike price of $0.80 per share and a two-year
term during which time they are exercisable.  The Debentures,
exclusive of the warrants, are convertible into 6,146,250 shares
of APHY common stock.

"This financing should provide us the capital needed to continue
to execute on our aggressive growth plan for 2007 and beyond,"
Robert DelVecchio, CEO of Assured Pharmacy, said.  "With the terms
of this debenture being convertible at essentially market price,
with warrants at significant premiums to market being issued only
to holders who elect to convert their debentures, we feel that
this is a very attractive financing for the company.  Management,
myself included, purchased approximately 30% of the placement,
adding to our already significant investments."

                      About Assured Pharmacy

Based in Irvine, California, Assured Pharmacy Inc., fka eRXSYS
Inc. -- http://www.assuredpharmacy.com/-- is a specialty pharmacy
chain focused exclusively on fulfilling prescriptions for patients
with chronic pain and other long-term care conditions.  Assured
Pharmacy has agreements with major health plan administrators and
prescription compounders licensed by the DEA to provide controlled
substances in all 50 states.  The company currently operates five
retail locations on the west coast, with two in California (Santa
Ana and Riverside), one in Oregon (Portland) and one in Washington
(Kirkland/Seattle).

At Sept. 30, 2006, Assured Pharmacy's balance sheet showed
$2,536,636 in total assets, $2,826,817 in total current
liabilities, and $549,505 in total minority interest, resulting in
an $839,686 stockholders' deficit.  The Company's stockholders'
deficit at June 30, 2006, stood at $177,763.

                        Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, expressed substantial
doubt about Assured Pharmacy's ability to continue as a going
concern after auditing the Company's financial statements for the
years ended Dec. 31, 2005 and 2004.  The auditing firm pointed to
the Company's negative cash flow from operations of approximately
$2.7 million in 2005, an accumulated deficit of approximately
$15.2 million at Dec. 31, 2005 and recurring losses from
operations.


AUDIOVOX CORP: Acquires Thomson's Americas for $59 Million
----------------------------------------------------------
Audiovox Corp. has completed its acquisition of Thomson's Americas
consumer electronics accessory business for a total purchase price
of approximately $59 million, which includes the working capital
adjustment.

On Dec. 21, 2006, the company has acquired the rights to the RCA
brand for Consumer Electronics accessories.  The acquisition also
includes the Recoton, Spikemaster, Ambico and Discwasher brands
for use on any products and the Jensen, Advent, Acoustic Research
and Road Gear brands for accessory products.  The company already
owns Jensen, Advent, Acoustic Research and Road Gear brands for
electronics products as part of prior acquisitions.

"We are pleased to have closed on this transaction and believe
the assimilation of Thomson's product lines and personnel into
our operations will be seamless," Patrick Lavelle, President and
CEO of Audiovox stated, "as we sell to many of the same customers
and have already taken the steps to streamline our operations in
anticipation of this deal.  "This acquisition significantly
enhances our brand portfolio, strengthens our position in the
consumer electronics accessories business and puts us in a
better position to generate  higher  returns for our
shareholders."

                         About Audiovox

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

                           *     *     *

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


AZ CHEM: Moody's Junks Rating on $136 Mil. Second Lien Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to AZ Chem
Sweden Holdings AB and certain subsidiary debt instruments in
connection with Rh"ne Capital LLC's definitive agreement to
acquire Arizona from International Paper.

The total transaction consideration is estimated to be just over
$500 million including fees and expenses.  The $500 million
acquisition is expected to be financed with aggregate proceeds of
$376 million from first and second lien term loan facilities
issued by certain U.S. and European subsidiaries of Arizona, and a
$128 million cash equity contribution.

The rating outlook is stable.

Moody's assigned these ratings:

   * AZ Chem Sweden Holdings AB

      -- Corporate family rating, B2
      -- Probability of default rating, B2

   * AZ Chem US Inc.

      -- $50 million guaranteed First Lien Revolving Credit
         Facility due 2012, B1, LGD3, 33%

      -- $140 million First Lien Term Loan due 2013, B1, LGD3, 33%

      -- $136 million Second Lien Term Loan due 2014, Caa1, LGD5,
         79%

   * AZ Chem Sweden AB

      -- $100 million equivalent Euro First Lien Term Loan due \
         2013, B1, LGD3, 33%

The ratings are subject to the review of executed documents.

The B2 corporate family rating assigned to Arizona is constrained
by weak pro forma credit metrics. On a pro forma basis at
Dec. 31, 2006, debt to EBITDA was about 5.6x and EBITDA to
Interest was about 2.1x.

Moody's expects pro forma free cash flow to debt of about 3.3% and
EBITDA coverage of interest of about 2.0 times in the fiscal year
ending Dec. 31, 2007.  Moody's projects these credit metrics may
improve modestly over time as the company uses excess cash flow to
repay term loan borrowings.

Other factors constraining the ratings include:

   (1) the small revenue base of Arizona and reliance on a single
       primary business - crude tall oil based products;

   (2) challenges of operating as an fully independent company
       from the former parent IP;

   (3) difficult operating performance in 2005 due in part to
       unusual one time items; and,

   (4) the narrow financial disclosure, going forward, provided by
       an issuer with non-SEC filings.

The key factors supporting the B2 corporate family rating are the
company's market positions, geographic diversification, and long-
lived customer and supplier relationships.

In addition, the ratings are further aided by high barriers to
entry, adequate operating margins and a strong relationship with
IP - a key raw material provider.  The stable ratings outlook
anticipates modest overall revenue growth and operating margin
improvement driven primarily by growth and the benefits of cost
rationalization.

There is no notching differential between the U.S. and European
credit facilities due to proposed collateral sharing arrangements
among the lenders to the facilities.  The relative rights and
priorities of the first and second lien lenders will be governed
by an intercreditor agreement.

Headquartered in Jacksonville, Florida, Arizona is a global leader
in the production and sales of pine based specialty chemicals.
Estimated revenue for the year ended Dec. 30, 2006, was over
$765 million.


BALDOR ELECTRIC: Prices Offerings of Common Stock and Senior Notes
------------------------------------------------------------------
Baldor Electric Company has set the price for the public offering
of 10,294,118 shares of its common stock at $34 per share and
$550 million principal amount of 8.625% senior unsecured notes due
2017.  Baldor granted the underwriters an over-allotment option to
purchase 1,430,882 additional shares of common stock.  The notes
will accrue interest at a per year rate equal to 8.625%, payable
semiannually, and will mature on Feb. 15, 2017.

The proceeds from these offerings, along with borrowings under a
new senior secured credit facility and the issuance of common
stock to Rockwell Automation, Inc., will be used to finance the
acquisition of the Reliance Electric industrial motors and Dodge
mechanical power transmission businesses of Rockwell Automation,
Inc., repay substantially all of Baldor's indebtedness and pay
related fees and expenses.  Baldor expects to close the offerings
concurrent with the acquisition on Jan. 31, 2007.

The issuance of the common stock and senior notes will be subject
to the concurrent closing of the acquisition, market conditions
and other conditions and there can be no assurance that the
issuance will be consummated.

UBS Investment Bank is acting as sole book-running manager for the
common stock offering and BNP Paribas Securities Corp. and Lehman
Brothers Inc. are acting as joint book-running managers for the
senior notes offering.

The offerings were made under the company's shelf registration
statement filed with the Securities and Exchange Commission on
Jan. 8, 2007.

Common stock offering:

     UBS Investment Bank
     Attn: Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Telephone (212) 821-3884

Senior notes offering:

     BNP Paribas Securities Corp.
     Attn: High Yield Capital Markets
     787 7th Avenue
     New York, NY 10019
     Telephone (800) 854-5674

     or

     Lehman Brothers Inc.
     Attn: High Yield Capital Markets
     745 7th Avenue
     New York, NY 10019
     Telephone (888) 603-5847

Based in Fort Smith, Arkansas, Baldor Electric Company (NYSE: BEZ)
-- http://www.baldor.com/-- markets, designs, and manufactures
industrial electric motors, drives and generators.   Founded in
1920, Baldor has approximately 3,950 employees and 13
manufacturing facilities.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Moody's Investors Service affirmed the B1 corporate family rating
of Baldor Electric Company along with the Ba3 ratings for the
proposed senior secured credit facilities and B3 ratings for
the proposed $550 million senior unsecured notes following the
company's disclosure that the company intends to eliminate a
preferred stock issuance from its previously reported financing
plans.  The rating outlook is stable.


BONANZA PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bonanza Products, Inc.
        3000 B Conestoga Drive
        Carson City, NV 89706

Bankruptcy Case No.: 07-50088

Chapter 11 Petition Date: January 31, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumbing Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lockheed Partners, LLC        Litigation                $105,341
c/o Allison, Mackenzie,
Russel, et al.
P.O. Box 646
Carson City, NV 89702

Great Basin Manufacturing     Judgment                   $64,674
c/o Gerald Phillips, Esq.
P.O. Box 11400
Reno, NV 89510

Paladin Commercial Group LLC  Goods/Services             $24,417
3140 South Peoria Street
Suite 119
Aurora, CO 80014

J.D. Engineering              Goods/Services             $23,786

Triad Plastic Technologies    Litigation                 $15,389

CST                           Goods/Services             $13,621

Aero Machine                  Goods/Services             $12,035

Sieger Engineering, Inc.      Goods/Services              $8,300

Giessen Tool & Lathe Inc.     Goods/Services              $7,521

Pigeon Mountain Industries,   Goods/Services              $5,560
Inc.

VMI                           Goods/Services              $4,665

Integrity Consultants, Inc.   Goods/Services              $4,622

Digi-Key Corporation          Goods/Services              $4,276

Motion Industries, Inc.       Goods/Services              $3,870

McMaster-Carr Supply Co.      Goods/Services              $3,317

Re Fastener Company           Goods/Services              $3,119

Stock Drive Prod.             Goods/Services              $2,866

Petzl America                 Goods/Services              $2,136

Kessler-Ellis Products Co.    Goods/Services              $2,070

Allied Electronics            Goods/Services              $1,361


C.P.A. INSURANCE: A.M. Best Says Financial Strength is Fair
-----------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
to C.P.A. Insurance Company (West Bloomfield, MI).  The rating
outlook is stable.

The assigned rating level is largely based on CPA's volatile
underwriting performance and elevated expense ratio.  These
factors are partially offset by CPA's low underwriting leverage
and well-established history of providing insurance and income
protection to railroad employees for over 100 years.

The company is currently focused on providing new products, which
should help improve its economies of scale.

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


CAITHNESS COSO: Fitch Lifts Rating on $90 Million Notes to BB+
--------------------------------------------------------------
Fitch Ratings has upgraded to 'BB+' from 'BB-' the rating of
Caithness Coso Funding Corp.'s $90 million subordinated secured
notes due 2014.  Both the subordinated notes and the 'BBB-' rated
$375 million senior secured bonds due 2019 remain on Rating Watch
Positive.

The rating actions are due to the extension of the fixed price
period through 2012.  The extension agreement, which was granted
final approval by the California Public Utilities Commission in
October 2006, requires Southern California Edison to purchase
contracted energy output from Coso at a fixed price of
6.15 cents/kWh, escalating annually at 1%.  Coso's current power
purchase agreements expire in 2010, 2011, and 2019.

Consequently, Fitch expects Coso to receive a highly stable stream
of cash flow over the next five years with minimal price
volatility.  Separately, Coso and SCE have executed long-term,
fixed-price PPAs that will replace the current PPAs when they
expire; the CPUC must review and approve the new agreements before
they take effect.

The credit quality of the subordinated notes is considerably
enhanced by the extension of the fixed price period, which will
provide strong cash flow stability through 2012.

Furthermore, consolidated debt service declines by approximately
30% after 2011, enhancing Coso's ability to withstand a low price
environment upon expiration of the fixed price period.  Fitch's
projections indicate that consolidated debt service coverage
ratios in a low price environment could range from 1.2x to 1.4x,
depending on Coso's ability to stabilize the geothermal resource.

While Coso's financial performance prior to 2012 has strengthened,
the credit quality of the senior bonds continues to be constrained
by the long-term risk of geothermal depletion.  Coso has
experienced administrative delays that have held back the
construction of the Hay Ranch project, which is intended to
stabilize the geothermal resource and prevent depletion through a
program of supplemental water injection.

While Coso could potentially resolve outstanding permitting issues
in the short term, it is uncertain whether the Hay Ranch project
will encounter further delays; Coso originally planned to complete
construction of the Hay Ranch project in Fall 2006.  If the Hay
Ranch project remains incomplete or does not operate as planned,
revenues could steadily decrease as output declines, leaving Coso
vulnerable to a year of low prices.  In such a scenario, Fitch-
projected senior DSCRs could fall to approximately 1.60x after
2012.  Alternatively, the credit quality of the senior bonds would
be enhanced by the successful implementation of the Hay Ranch
project; accordingly, Fitch has maintained the Rating Watch
Positive on the senior bonds.

Both the senior and subordinate ratings remain on Rating Watch
Positive pending regulatory approval of the new PPAs, which would
minimize price risk and provide Coso with extremely strong cash
flow stability over the long term.  The new agreements, which
would extend through 2030 and take effect with the expiry of the
existing PPAs, require SCE to purchase Coso's output at a fixed
price.  It is uncertain whether the PPAs will receive the CPUC's
final approval, and the duration of the regulatory process cannot
be determined at this time.

Coso is a special-purpose company formed to issue debt on behalf
of the Coso partnerships, the owners of the Coso projects, and the
guarantors of the rated debt.  The projects consist of three
interlinked 80-MW geothermal power plants and their transmission
lines, steam gathering systems, and other related facilities
located at the Navy Weapons Center in Inyo County, California.

Electric energy and capacity are sold to SCE under separate SO4
contracts expiring in 2010, 2011, and 2019. Coso provides royalty
payments to the U.S. Navy and the Bureau of Land Management for
use of the geothermal resource.


CAPITAL ONE: Earns $390.7 Million in Fourth Quarter of 2006
-----------------------------------------------------------
Capital One Financial Corporation's earnings for the fourth
quarter of 2006 were $390.7 million, compared with $280.3 million,
for the fourth quarter of 2005, and $587.8 million for the third
quarter of 2006.

The company's 2007 earnings estimates include expectations for a
continued challenging interest rate environment and cyclical
pressures in the mortgage industry, a return to more normal
charge-off levels in its US unsecured national lending businesses,
and the repurchase of $2.25 billion of the company's shares
beginning in the second quarter of 2007.

Additionally, the 2007 earnings estimates include $430.0 million
(after-tax) of financing costs, restructuring charges, and
purchase accounting impacts resulting from the acquisition of
North Fork.  While the company still expects to achieve the target
level of $275.0 million (pre-tax) of synergies in connection with
the North Fork integration, it expects these synergies will be
realized partially in 2007 and more significantly late in 2008 as
a result of the challenging interest rate environment and the
timeline for conversion to a single deposit platform and brand.

Commenting on the results, Richard D. Fairbank, Capital One's
chairman and chief executive officer, said "[d]espite cyclical
pressures in banking and the mortgage industry, the
acquisitions of North Fork and Hibernia position us to drive
growth, generate capital, and deliver sustainable and attractive
shareholder returns well into the future.  Our focus now is on
sure-footed execution as we integrate these proven banking
franchises and build the infrastructure to win long- term."

Managed loans held for investment at Dec. 31, 2006, were
$146.2 billion, up $40.6 billion, or 38%, from Dec. 31, 2005.
Excluding the impact of $31.7 billion of loans acquired through
North Fork, managed loans grew 8.4 % in 2006, in line with
expectations.  Growth in the fourth quarter of 2006, excluding the
impact of North Fork, was $2.2 billion, spread broadly across all
of its North American businesses.

The managed charge-off rate for the company decreased to
2.99% in the fourth quarter of 2006 from 4.53 % in the fourth
quarter of 2005, but rose from 2.92% in the previous quarter.  The
company increased its allowance for loan losses by $114.1 million
in the fourth quarter of 2006, excluding the addition of allowance
from the acquisition of North Fork.  This increase was driven
primarily by the expectation of continued normalization of charge-
offs in the company's US unsecured national lending businesses.

The managed delinquency rate (30+ days) decreased to 3.02% as of
Dec. 31, 2006, driven largely by the addition of North Fork loans
to the portfolio.  The delinquency rate decreased from 3.24% as of
the end of December 31, 2005 and decreased from 3.29% as of
Sept. 30, 2006.  Without the addition of the North Fork loans, the
charge-off and delinquency rates would have increased in the
fourth quarter of 2006 to 3.25% and 3.68%, respectively.

Fourth quarter marketing expenses decreased $51.7 million to
$395.7 million from $447.4 million in the fourth quarter of 2005,
but increased $27.2 million from the third quarter of 2006 expense
of $368.5 million.  Marketing expenses for 2006 were $1.4 billion,
up $64.7 million, or five %, over 2005.

Annualized operating expenses as a %age of average managed loans
decreased to 5.13% in the fourth quarter of 2006 from 5.27% in the
fourth quarter of 2005, but increased from 4.92% in the previous
quarter driven by the inclusion of North Fork, infrastructure
investments, and branch expansion.  This quarter's results also
include resolution of certain federal and state tax issues
resulting in a $28.8 million reduction of tax expense.

Headquartered in McLean, Virginia, Capital One Financial
Corporation -- http://www.capitalone.com/-- is a financial
holding company, with more than 700 locations in New York, New
Jersey, Connecticut, Texas and Louisiana that offer a broad
spectrum of financial products and services to consumers, small
businesses and commercial clients.

Its principal subsidiaries, Capital One Bank, Capital One, F.S.B.,
Capital One Auto Finance, Inc., Capital One, N.A., and North Fork
Bank offer a broad spectrum of financial products and services to
consumers, small businesses and commercial clients.  Capital One's
subsidiaries collectively had $85.8 billion in deposits and
$146.2 billion in managed loans outstanding as of Dec. 31, 2006.
Capital One, a Fortune 500 company, trades on the New York Stock
Exchange under the symbol "COF" and is included in the S&P 100
index.

                           *     *     *

Capital One Financial Corp. has a "B" individual rating from
Fitch.  The rating was placed on Aug. 16, 2002, with a positive
outlook.


CAPITAL ONE: Majority Vote Standard for Election of Directors OK'd
------------------------------------------------------------------
Capital One Financial Corp.'s Board of Directors has approved an
amendment to the company's Certificate of Incorporation that,
combined with an amendment to the company's Bylaws, will establish
a majority voting standard for the election of directors.  The
amendment to the Certificate of Incorporation will be placed on
the ballot for approval by Capital One's stockholders at the
company's 2007 Annual Stockholder Meeting on April 26 in McLean,
Virginia.

The proposed majority vote standard requires that each nominee for
the Board in future uncontested elections receive an affirmative
majority of votes cast in order to be elected.  Capital One's
Corporate Governance Policy already requires any incumbent
director who does not receive an affirmative majority of the votes
cast in an uncontested election to tender his or her resignation
to the Board, which will decide within 90 days whether or not to
accept the resignation.

Additionally, the Board of Directors approved the repurchase of up
to $3.0 billion of the company's Common Stock, beginning in the
second quarter of 2007 and continuing through the second quarter
of 2008.  The repurchased shares will be accounted for as treasury
shares and may be used for general corporate purposes.

Repurchases will be made through open market or privately
negotiated transactions from time to time at prevailing market
prices.  Repurchases under the program will be made in compliance
with Rule 10b-18 of the Securities Exchange Act of 1934 (as
applicable) and other applicable securities laws.  As of Dec. 31,
2006, the Company had outstanding approximately 409.9 million
shares of Common Stock.

Finally, the company announced a quarterly dividend of 2.70 cents
per share payable Feb. 22, 2007, to stockholders of record as of
Feb. 12, 2007.  The company has announced dividends every quarter
since it became an independent company on Feb. 28, 1995.
Dividends declared by the company are eligible for direct
reinvestment in the company's common stock under its Dividend
Reinvestment and Stock Purchase Plan.

Headquartered in McLean, Virginia, Capital One Financial
Corporation -- http://www.capitalone.com/-- is a financial
holding company, with more than 700 locations in New York, New
Jersey, Connecticut, Texas and Louisiana that offer a broad
spectrum of financial products and services to consumers, small
businesses and commercial clients.

Its principal subsidiaries, Capital One Bank, Capital One, F.S.B.,
Capital One Auto Finance, Inc., Capital One, N.A., and North Fork
Bank offer a broad spectrum of financial products and services to
consumers, small businesses and commercial clients.  Capital One's
subsidiaries collectively had $85.8 billion in deposits and
$146.2 billion in managed loans outstanding as of Dec. 31, 2006.
Capital One, a Fortune 500 company, trades on the New York Stock
Exchange under the symbol "COF" and is included in the S&P 100
index.

                           *     *     *

Capital One Financial Corp. has a "B" individual rating from
Fitch.  The rating was placed on Aug. 16, 2002, with a positive
outlook.


CATHOLIC CHURCH: Portland Confirmation Hearing Begins on April 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing on April 10, 11, and 12, 2007, at 9:00 a.m. each day,
to consider confirmation of the Joint Plan of Reorganization
filed by the Archdiocese of Portland in Oregon; the Tort
Claimants Committee appointed to represent the interests of Known
Tort Claimants; David A. Foraker, in his capacity as Future
Claimants Representative; and the Parish and Parishioners
Committee.

The Court has set a tight schedule for the critical activities
necessary to plan confirmation, says Thomas V. Dulcich, Esq., at
Schwabe Williamson & Wyatt, P.C., in Portland, Oregon.

Judge Perris will convene a preliminary hearing on April 4, 2007,
to consider issues relating to confirmation of the proposed Joint
Plan.

The hearing to consider approval of the proposed Disclosure
Statement describing the Plan is on Feb. 5, 2007, at 9:00 a.m.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Portland Ct. Will Estimate Unresolved Tort Claims
------------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
District of Oregon, the Archdiocese of Portland in Oregon, the
Official Committee of Tort Claimants, the Future Claimants
Representative, and the Parish and Parishioners Committee, agree
that for purposes of voting on the proposed Joint Plan of
Reorganization, the Court, prior to the deadline for voting on the
Plan, will estimate the remaining Unresolved Known Tort Claims.

Specifically, the parties agree that:

    (a) Each holder of an Unresolved Known Tort Claim has until
        Jan. 31, 2007, to file with the Court and serve on
        Portland:

           -- a proposed estimated Claim amount; and
           -- admissible evidence and supporting documents;

    (b) Portland has until Feb. 9, 2007, to file responses and
        objections to each Claimant's Submissions;

    (c) The Court will estimate the Claims based solely on the
        written Submissions without a hearing; and

    (d) If a Claimant fails to timely file the required
        Submissions, the Claimant's claim will be temporarily
        allowed for $5,000, for voting purposes only.

Judge Perris sets Feb. 16, 2007, 9:00 a.m., as the final
hearing to determine the methodology to be utilized for
estimating remaining Unresolved Known Tort Claims for purposes
other than voting on the Plan.

On Feb. 27 to 28, 2007, at 9:00 a.m. each day, Judge Perris
will convene final hearings to determine the estimated amount of
each remaining Unresolved Known Tort Claim for purposes other
than voting on the Plan -- given the hearings are conducted by
the Bankruptcy Court.

Judge Perris gave Portland, the Tort Claimants Committee, and
other interested parties a chance to file submissions setting
forth proposed methodologies and supporting memoranda for the
estimation of the remaining Unresolved Known Tort Claims.  The
parties were directed to clearly state whether they want the
estimation proceedings to be conducted by the U.S. District Court
for the District of Oregon rather than the Bankruptcy Court.  The
deadline to file the submissions expired on Jan. 29, 2007.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Ct. OKs Catholic Finance as Spokane Fin'l Advisor
------------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington authorized the Diocese of
Spokane to employ Catholic Finance Corporation as its financial
consultant.

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Spokane Bishop William S. Skylstad related that in connection with
the Diocese's Plan of Reorganization, Spokane will require the
services of a financial consultant to develop a financing plan and
obtain monetary support to partially fund the Plan.  He adds that
CFC specializes as a financial consultant for Catholic
organizations.

In exchange for its services, CFC will be paid based on its hourly
rate of:

           Designation                 Hourly Rate
           -----------                 -----------
           Professional members           $240
           Other staff members             $80

The accumulated fees will be paid from the proceeds of the
financing fund when it closes, but the Spokane Diocese will remain
responsible for fees in the event financing does not come to
fruition, Bishop Skylstad disclosed.  In either case, CFC will be
paid within nine months of initiating the engagement.  Necessary
expenses will be reimbursed monthly, Bishop Skylstad explained.

Bishop Skylstad assured the Court that CFC:

   a) does not hold or represent an interest adverse to the
      estate;

   b) is a "disinterested person"; and

   c) has not served as examiner to the Spokane Diocese's case.

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)


CCT COMMUNICATIONS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CCT Communications, Inc.
        60 Hudson Street, Suite 1802
        New York, NY 10013

Bankruptcy Case No.: 07-10210

Chapter 11 Petition Date: January 29, 2007

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Arnold Mitchell, Esq.
                  Greene Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164

Total Assets: $774,047

Total Debts:  $1,028,249

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Global Crossing Telecommunications, Inc.             $784,221
   1080 Pittsford-Victor Road
   Pittsford, NY 14534
   Attn: Glenn Swartz

   Zonje Telecom Inc.                                   $235,000
   3 Executive Campus, Suite 520
   Cherry Hill, NJ 08002
   Attn: Eamon Egan

   Metcom Network Services Inc.                           $5,250
   47 Fairchild Avenue
   P.O. Box 1035
   Plainview, NY 11803

   Tier Zero                                              $1,575
   700 Wilshire, 6th Floor
   Los Angeles, CA 90017

   Federal Express                                        $1,500
   Revenue Recovery Department
   P.O. Box 371461
   Pittsburgh, PA 15250-7461

   Time Warner Telecom                                      $540
   P.O. Box 172567
   Denver, CO 80217

   Connecticut Department of Labor                          $162
   152 West Street
   Danbury, CT 06810


CELESTICA INC: S&P Puts Ratings on Negative CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' long-term corporate credit rating, on Celestica Inc. on
CreditWatch with negative implications.

This action follows the company's weak fourth-quarter operating
results, which reflected larger-than-expected weakness in end-
market demand, particularly with respect to key elecommunications
clients and persistent problems at the company's Mexican
operations.

"Although revenues from the majority of Celestica's customer
segments grew in the fourth quarter, revenues from the
telecommunications segment declined 28% from the third quarter,"
said Standard & Poor's credit analyst Don Povilaitis.

"Likewise, revenues declined from the automotive and defense
segments, as well as the consumer business segment, demand of
which (despite an element of seasonality) has become inherently
unpredictable," added Mr. Povilaitis.

The company's Mexican operations remain challenged, affected by
the continued execution issues that resulted in lost customers and
an unadjusted EBIT loss.  Celestica has a three-step plan to
rectify its production problems, including reducing parts
complexity, reducing multiple platforms, and ensuring reliable
delivery by consolidating warehouses.  The company also has
transferred several customer orders to its Asian facilities.

Standard & Poor's remains concerned with Celestica's prospects for
fiscal 2007, with no improvement expected before the second half
of 2007, as the company is likely to remain challenged by
persistent weakness in the telecommunications segment and the
effect of more customer disengagements.

In addition, Standard & Poor's is concerned by the potential
disruption caused by recent management turnover, with the imminent
resignation of CFO Tony Puppi, which follows the departure in late
2006 of President Steve Delaney.

Standard & Poor's will meet with Celestica's management shortly in
order to resolve the CreditWatch placement.


CELL THERAPEUTICS: To Restate Financial Reports for Three Quarters
------------------------------------------------------------------
Cell Therapeutics Inc. said it will restate its financial
statements for the quarters ended March 31, June 30, and Sept. 30,
2006.

The company has determined that these quarterly statements
inadvertently overstated clinical trial and certain settlement
expenses.  The company expects that the correction of these non-
cash errors will result in reduced research and development and
settlement expenses attributable to its Bresso, Italy subsidiary
by approximately $2 million to $3 million.

The company has concluded that these financial statements and
all earnings press releases and similar communications issued by
the company relating to those periods should no longer be relied
upon.

The company intends to file restated financial statements as soon
as practicable after the completion of its review.

                       About Cell Therapeutic

Based in Seattle, Washington, Cell Therapeutics, Inc.,
(NASDAQ and MTAX: CTIC) -- http://www.cticseattle.com/--  
develops, acquires, and commercializes treatments for cancer.
The company was co-founded by James A. Bianco, Louis A. Bianco,
and Jack W. Singer in 1991.

                          *     *     *

At Sept. 30, 2006, Cell Therapeutics Inc.'s balance sheet showed
total assets of $120.9 million, total convertible debt of
$168.4 million and a shareholders' deficit of $85.1 million.
Shareholders' deficit at Dec. 31, 2005 stood at $107 million.


CHARMING CASTLE: Trustee Hires Clydette Hughes as Liquidator
------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Alabama gave Robert A. Morgan, the trustee overseeing the
liquidation of Charming Castle LLC dba Indies House Inc.,
permission to employ Clydette Hughes as his assets liquidator.

The Trustee tells the Court that he has taken possession of
numerous properties of the Debtor and needs to liquidate it.

Clydette Hughes is expected to:

   -- store, advertise and market the Debtor's property; and

   -- hold and conduct sale of property.

Ms. Hughes will be compensated through 10% of gross sale price
plus reimbursement of necessary out-of-pocket expenses including
extraordinary expenses.

Ms. Hughes assures the Court that she does not hold any interest
adverse to the Debtor's estate and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/-- manufactures mobile
homes.  The Company filed for chapter 11 protection on Oct. 5,
2006 (Bankr. N.D. Ala. Case No. 06-71420).  Robert L. Shields,
III, Esq., at the Shields Law Firm represented the Debtor.  Derek
F. Meek, Esq., and Jennifer Brooke Kimble, Esq., at Burr & Forman
LLP represented the Official Committee of Unsecured Creditors.

On Dec. 11, 2006, the Court converted the Debtor's case into
chapter 7.  Robert A. Morgan serves as trustee and is represented
by William Dennis Schilling in Birmingham, Alabama.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and debts between
$10 million and $50 million.  The Debtor's exclusive period to
file a chapter 11 plan expires today, Feb. 2, 2007.


CLADDAGH DEVELOPMENT: Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Claddagh Development Group, LLC
             5075 Deerfield Boulevard
             Mason, OH 45040

Bankruptcy Case No.: 06-33124

Debtor-affiliate filing separate voluntary chapter 11 petitions on
Jan. 18, 2006:

      Entity                                      Case No.
      ------                                      --------
      Claddagh Real Estate Company of Solon, LLC  07-30312
      Claddagh Precedent Real Estate Company, LLC 07-30313
      Claddagh Pubs at the Woodlands, LLC         07-30315

Debtor-affiliate filing separate voluntary chapter 11 petitions on
Jan. 11, 2006:

      Entity                                     Case No.
      ------                                     --------
      Claddagh Pubs of Deerfield, LLC            07-30124
      Claddagh Pubs of Madison, LLC              07-30125
      Claddagh Pubs of Lyndhurst, LLC            07-30126
      Claddagh Pubs of Geneva, LLC               07-30127
      Claddagh Pubs of Polaris, LLC              07-30128
      Claddagh Pubs of Arbor Lakes, LLC          07-30129
      Claddagh Pubs of Eastwood, LLC             07-30130
      Claddagh Pubs of Indianapolis, LLC         07-30131
      Claddagh Pubs of Newport, LLC              07-30133
      Claddagh Pubs, LLC                         07-30134

Debtor-affiliate filing separate voluntary chapter 11 petitions on
Jan. 10, 2006:

      Entity                                     Case No.
      ------                                     --------
      Claddagh Pubs at the Precedent, LLC        07-30113
      Claddagh Pubs of South Side Works, LLC     07-30114
      Claddagh Pubs of Franklin Park, LLC        07-30115
      Claddagh Pubs of Westlake, LLC             07-30117
      Claddagh Pubs of Plainfield, LLC           07-30118
      Claddagh Pubs of Algonquin, LLC            07-30119
      Claddagh Pubs of College Park, LLC         07-30120

Type of Business: The Debtor operates a number of Irish-themed
                  pubs and restaurants.  The Debtor's estate
                  consists of a chain of 17 restaurants, each
                  operated by an affiliate of the Debtor.  On
                  average the restaurants hold between 200 to 250
                  people and employ approximately 75 employees
                  apiece.  Claddagh Development is the 100%
                  managing member of the debtor-affiliate
                  entities.  See http://www.claddaghirishpubs.com/
                  and http://www.thecladdaghpub.com/

                  The John F. Gallagher Company, Queensgate Food
                  Group LLC, Economy Linen Inc.1, and Great Lakes
                  Concrete Restoration, Inc., filed an involuntary
                  chapter 11 petition against Claddagh
                  Development.  Economy Linen has since withdrawn
                  as a petitioning creditor.

                  On Dec. 28, 2006, the Court appointed Richard D.
                  Nelson as Claddagh Development's chapter 11
                  trustee.  The chapter 11 trustee filed the
                  voluntary petitions for the debtor-affiliates.

Involuntary Chapter 11 Petition Date: October 5, 2006

Court: Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtors' Counsel: Ronald S. Pretekin, Esq.
                  Steven M. Wachstein, Esq.
                  Sylvie J. Derrien, Esq.
                  Coolidge Wall Co. LPA
                  Suite 600 33 West First Street
                  Dayton, OH 45402-1235
                  Tel: (937) 223-8177
                  Fax: (937) 223-6705

Chapter 11
Trustee:          Richard D. Nelson, Esq.

Chapter 11
Trustee's
Counsel:          Richard D. Nelson, Esq.
                  Donald J. Rafferty, Esq.
                  Monica V. Kindt, Esq.
                  Cohen, Todd, Kite & Stanford, LLC
                  250 East Fifth Street, 12th Floor
                  Cincinnati, Ohio 45202

Official
Committee of
Unsecured
Creditors'
Counsel:          Douglas L. Lutz, Esq.
                  Frost Brown Todd, LLC
                  2200 PNC Center, 201 East Fifth Street
                  Cincinnati, OH 45202-4182
                  Tel: (513) 651-6800

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Claddagh Real Estate         Less than $10,000   Less than $10,000
   Company of Solon, LLC

Claddagh Precedent Real      Less than $10,000   Less than $10,000
   Estate Company, LLC

Claddagh Pubs at the         Less than $10,000   Less than $10,000
   Woodlands, LLC

Claddagh Pubs of             Less than $10,000   $1 Million to
   Deerfield, LLC                                $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Madison, LLC                                  $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Lyndhurst, LLC                                $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Geneva, LLC                                   $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Polaris, LLC                                  $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Arbor Lakes, LLC                              $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Eastwood, LLC                                 $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Indianapolis, LLC                             $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Newport, LLC                                  $100 Million

Claddagh Pubs, LLC           Less than $10,000   $1 Million to
                                                 $100 Million

Claddagh Pubs at the         Less than $10,000   $1 Million to
   Precedent, LLC                                $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   South Side Works, LLC                         $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Franklin Park, LLC                            $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Westlake, LLC                                 $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Plainfield, LLC                               $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   Algonquin, LLC                                $100 Million

Claddagh Pubs of             Less than $10,000   $1 Million to
   College Park, LLC                             $100 Million

A. Claddagh Real Estate Company of Solon, LLC's Seven Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bullseye Telecom              Business debt              Unknown
25900 Greenfield Road
Suite 330
Oak Park, MI 48237

Coverall Cleaning Concepts    Business debt              Unknown
Coverall North America, Inc.
P.O. Box 802825
Chicago, IL 606802825

Dominion East Ohio            Business debt              Unknown
P.O. Box 26785
Richmond, VA 232616785

Illuminating Company          Business debt              Unknown
P.O. Box 3638
Akron, OH 443093638

SBC Ameritech                 Business debt              Unknown
AT&T
P.O. Box 8100
Aurora, IL 605078100

Sprint                        Business debt              Unknown
P.O. Box 4191
Carol Stream, IL 601974191

Waste Management of Ohio      Business debt              Unknown
Chardon Hauling
P.O. Box 9001054
Louisville, KY 402901054

B. Claddagh Precedent Real Estate Company, LLC's Six Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Duke Energy                   Business debt              Unknown
P.O. Box 9001084
Louisville, KY 402901084

Indianapolis Water            Business debt              Unknown
Payment Processing
P.O. Box 1990
Indianapolis, IN 462061990

Insight                       Business debt              Unknown
P.O. Box 740273
Cincinnati, OH 452740273

SBC Dallas                    Business debt              Unknown
AT&T
P.O. Box 660011
Dallas, TX 752660011

Town of Fishers               Business debt              Unknown
1 Municipal Drive
Fishers, IN 46038

Vectren Energy Delivery       Business debt              Unknown
P.O. Box 6248

C. Claddagh Pubs at the Woodlands, LLC's Largest Unsecured
   Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
J.R. Moore, Jr.               Property tax               Unknown
Tax Assessor - Collector
Montgomery Co.
400 North San Jacinto
Conroe, TX 773012823

D. List of 20 Largest Unsecured Creditors of:

         -- Claddagh Pubs of Deerfield, LLC
         -- Claddagh Pubs of Madison, LLC
         -- Claddagh Pubs of Lyndhurst, LLC
         -- Claddagh Pubs of Geneva, LLC
         -- Claddagh Pubs of Polaris, LLC
         -- Claddagh Pubs of Arbor Lakes, LLC
         -- Claddagh Pubs of Eastwood, LLC
         -- Claddagh Pubs of Indianapolis, LLC
         -- Claddagh Pubs of Newport, LLC
         -- Claddagh Pubs, LLC
         -- Claddagh Pubs at the Precedent, LLC
         -- Claddagh Pubs of South Side Works, LLC
         -- Claddagh Pubs of Franklin Park, LLC
         -- Claddagh Pubs of Westlake, LLC
         -- Claddagh Pubs of Plainfield, LLC
         -- Claddagh Pubs of Algonquin, LLC
         -- Claddagh Pubs of College Park, LLC


   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gordon Food Service                Business Debt       $2,119,654
Payment Processing Center
Department CH 10490
Palatine, IL 60055-0490

Simmons & Simmons, LLC             Business Debt         $748,984
c/o Dave Simmons
2410 Gilbert Avenue
Cincinnati, OH 45206

Wasserstrom Company                Business Debt         $149,300
477 South Front Street
Columbus, OH 43215

Ulmer & Berne, LLP                 Business Debt         $119,469
600 Vine Street, Suite 2800
Cincinnati, OH 45202-2409

Metropolis, LLC                    Business Debt         $111,676
5252 East 82nd Street, Suite 300
Indianapolis, IN 46250

Queensgate                         Business Debt         $100,035

Penn Center Management Corp.       Business Debt          $88,393

Cuyahoga County Treasurer          Business Debt          $79,804

Capella Investments                Business Debt          $75,228

DesignPlan, Inc.                   Business Debt          $69,717

Algonquin Commons                  Business Debt          $67,773

Midwest POS Solutions              Business Debt          $58,749

Deerfield Towne Center             Business Debt          $58,159
Holding Co.

Westfield Franklin Park            Business Debt          $52,805

Rack Draft Services                Business Debt          $52,311

Greenway Center, LLC               Business Debt          $49,510

Hylant Group                       Business Debt          $46,957

Fire & Electrical Services, Inc.   Business Debt          $45,253

Integrated Sign                    Business Debt          $41,223

Kinzelmann, Kline, Gossman         Business Debt          $38,265


COLLINS & AIKMAN: President and CEO Frank Macher Resigns
--------------------------------------------------------
The board of directors of Collins & Aikman Corp. has accepted the
resignation of Frank E. Macher as President and CEO.  After
thorough deliberations, the board and Mr. Macher concluded that a
new structure for the leadership of the company would be
appropriate as it executes the balance of its ongoing sale
process.

On Nov. 14, 2006, the company expected to sell its operations, in
whole or in parts, to maximize the value of the enterprise for its
creditors and preserve the largest number of jobs for its
employees.  On Dec. 22, 2006, the company filed an amended joint
plan under which it will proceed with soliciting qualified bids
for the sale of the majority of its assets.

"The board appreciates the effort Frank put forth overseeing the
company's operations," Steve Cooper, Chairman of the Board, said.
"We accepted his decision knowing that the timing of his
resignation was appropriate given the shift in focus of the
restructuring efforts and that the existing senior management team
is fully capable of executing the remaining aspects of the plan."

The position of President and CEO will be replaced by the Office
of the Chairman that will consist of the chairman, Steve Cooper,
and these six members of the senior management team:

   1) John Boken, Chief Restructuring Officer;

   2) Stacy Fox, Executive Vice President, Chief Administrative
      Officer and General Counsel;

   3) Millard King, President Soft Trim Operations

   4) Tim Trenary, Executive Vice President, Chief Financial
      Officer & Treasurer;

   5) Mary Ann Wright, Executive Vice President -- Engineering,
      Design and Product Development, Commercial and Program
      Management; and

   6) James Wynalek, President Plastics Operations.

In addition to their previous responsibilities overseeing the
company's day-to-day operations, these individuals will work
closely with the company's creditors and customers to ensure an
orderly execution of the sale process.

                      Reorganization Update

The company has selected a lead bidder in its proposed sale of the
company's automotive flooring and acoustic components business.
Details of the bid, including the identification of the lead
bidder, will be made available when the company files its sale
motion with the bankruptcy court.

The company recently received final approval from the Bankruptcy
Court in Detroit, Michigan for an agreement between the company,
its senior secured lenders and principal customers that will
provide the financial support necessary to maintain normal
operations while it attempts to sell its injection molded plastic
and convertible roof system businesses and assets.  The company is
in the process of soliciting and reviewing qualified bids for
the purchase of all or portions of these businesses from a number
of interested parties.

On Jan. 25, 2007, the company received approval from the
Bankruptcy Court for its Disclosure Statement, which will be
distributed to creditors for voting on the Plan on or before
Feb. 20, 2007.

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: Has Until March 28 to File Chapter 11 Plan
------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan extends Collins & Aikman Corp.
and its debtor-affiliates' exclusive period to file a plan of
reorganization through and including March 28, 2007.

The Court extends the Debtors' exclusive period to solicit
acceptances of the plan through and including May 28, 2007.

As reported in the Troubled Company Reporter on Jan. 11, 2007, in
connection with the pursuit of a cooperative sale process, the
Debtors recently negotiated a customer agreement with their
principal customers and the senior, secured lenders' agent,
JPMorgan Chase Bank, N.A.

As a result of the Customer Agreement's interim approval, the
Debtors filed their first amended Chapter 11 Plan and Disclosure
Statement on Dec. 22, 2006.  JPMorgan and the Customers agreed to
support the Plan.

Upon information and belief, JPMorgan and the Official Committee
of Unsecured Creditors will soon re-engage in negotiations
regarding the Plan.  Accordingly, more time is needed to negotiate
the terms of a consensual plan with the Creditors Committee and to
incorporate the terms into the Amended Plan for the Court's
approval.

The Debtors are also continuing their efforts to market and sell
substantially all of their assets.  Pursuant to the Customer
Agreement, the Debtors intend to complete the process by the end
of June 2007.

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)


CREDIT SUISSE: S&P Lifts Rating on Class K Certs. to BB+ from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-CK6.

At the same time, ratings were affirmed on 11 other classes from
the same transaction.

The raised and affirmed ratings reflect the resolution of several
assets that were with the special servicer, including the Biltmore
Square Mall, along with credit enhancement levels that provide
adequate support through various stress scenarios.

As of the Jan. 18, 2006, remittance report, the collateral pool
consisted of 167 loans with an aggregate balance of
$847.6 million, down from 240 loans with a balance of
$986.4 million at issuance.  The master servicer, Midland Loan
Services Inc., provided year-end 2005 and interim 2006 financial
statements for 97% of the pool, which excludes $128.4 million in
loans for which the collateral has been defeased.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.46x for the pool, up from 1.40x
at issuance.  All of the loans in the pool are current.  There is
one loan with the special servicer.  To date, the trust has
experienced 14 losses, totaling $7.7 million.

The top 10 loan exposures in the pool, excluding defeased
collateral, have an aggregate outstanding balance of
$275.6 million and a weighted average DSC of 1.44x for year-end
2005, compared with 1.38x at issuance.  The fourth- and eighth-
largest loans are on the servicer's watchlist and are discussed
below.

Standard & Poor's reviewed property inspections provided by
Midland for all of the assets underlying the top 10 exposures, and
all were characterized as "good" or "excellent."

Midland reported a watchlist of 29 loans with an aggregate
outstanding balance of $108.5 million.  The largest loan on the
watchlist and fourth-largest loan in the pool, Ashland Town
Center, was placed on the watchlist after its largest tenant, Wal-
Mart, vacated the property in August 2005.  Wal-Mart continues to
pay rent under its lease, which expires in August 2009.  The
borrower is in negotiations with Cinemark USA for
the construction and lease of a multiplex theater on the previous
Wal-Mart site, although no lease agreement or letter of intent has
been signed to date.

Year-end 2005 DSC was 2.03x and occupancy was 72%. Excluding the
lease payments from Wal-Mart, and using the year-end 2005
financial statements, Standard & Poor's calculated an adjusted DSC
of 1.39x.

The eighth-largest loan in the pool, Key Landing Apartments, is
secured by a 503-unit garden style complex built in 1962 and
renovated in 1999 in Baltimore, Maryland.  The loan was placed on
the watchlist due to a low DSC caused by rent concessions and
competition from newer properties and single homes in the area.
For the first half of 2006, occupancy was 98% and the DSC was
0.91x.

The largest loan in the pool, Avalon Pavilions, is not on the
servicer's watchlist but reported a low DSC of 1.09x for the first
half of 2006.  A 932-unit garden style apartment complex built
between 1990 and 1992 in Manchester, Connecticut, secures the
loan.  The low DSC reflects rent concessions and market
competition.  Occupancy was 99% as of June 30, 2006.

The remaining loans on the watchlist have low DSCs, low
occupancies, and/or upcoming lease expirations.

Roselle Apartments is the only loan with the special servicer,
also Midland.  The loan is secured by a 24-unit multifamily
property in Roselle, New Jersey that was built in 1940.  The loan,
which was previously with the special servicer, was transferred
back to Midland in September 2006 due to imminent default.  The
borrower remitted funds, including all related fees to fully
reinstate the loan, and is working with a local bank to refinance
and payoff the loan in full.  Midland will enter into a
forbearance agreement in order to provide the borrower with time
to refinance the loan.

Standard & Poor's stressed the loans on the watchlist, along with
the other loans with credit issues, as part of its pool analysis.
The resultant credit enhancement levels support the raised and
affirmed ratings.

                          Ratings Raised

               Credit Suisse First Boston Commercial
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                   Certificates Series 2001-Ck6

                       Rating
                       ------
          Class     To        From   Credit enhancement
          -----     --        ----   ------------------
          D         AAA       AA+       15.89%
          E         AA+       AA        13.94%
          F         AA        AA-       12.48%
          G         A         A-        10.73%
          H         A-        BBB+       8.99%
          J         BBB+      BBB        7.08%
          K         BB+       BB         4.88%

                         Ratings Affirmed

               Credit Suisse First Boston Commercial
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                   Certificates Series 2001-Ck6

               Class     Rating   Credit enhancement
               -----     ------   ------------------
               A-2       AAA           25.30%
               A-3       AAA           25.30%
               B         AAA           20.64%
               C         AAA           18.89%
               L         BB-            4.03%
               M         B+             3.19%
               N         B              2.36%
               O         B-             1.81%
               P         CCC            1.25%
               A-X       AAA            N/A
               A-CP      AAA            N/A

                      N/A -- Not applicable.


CWMBS INC: Fitch Assigns Low-B Rating on 2 Certificate Classes
--------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2007-2 as:

   -- $481,246,723 million classes A-1 through A-22, X, PO, and
      A-R senior certificates 'AAA';

   -- $11,751,000 class M 'AA';

   -- $3,000,000 class B-1 'A';

   -- $1,500,000 class B-2 'BBB';

   -- $1,000,000 class B-3 'BB'; and,

   -- $750,000 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.35% 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 $499,997,611 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 Jan.
1, 2007, demonstrates an approximate weighted-average original
loan-to-value ratio of 72.41%.  The weighted average FICO credit
score is approximately 747. Cash-out refinance loans represent
27.0% of the mortgage pool and second homes 5.5%.  The average
loan balance is $628,138.  The state that represents the largest
portion of mortgage loans is California.  All other states
represent less than 5% of the pool as of the cut-off date.

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.


DANA CORP: Seeking Court's Approval on Amended Credit Agreement
---------------------------------------------------------------
Dana Corp. filed a motion with the U.S. Bankruptcy Court for the
Southern District of New York seeking authorization and approval
of its amended and restated credit agreement that would, among
other things:

   -- increase the term loan commitments by $200 million to
      enhance the Debtors' near-term liquidity and to mitigate
      timing and execution risks associated with asset sales and
      other financing activities in process;

   -- increase the annual rate at which interest accrues on
      amounts borrowed under the term facility by 0.25%;

   -- reduce certain minimum global EBITDAR covenant levels and
      increase the annual amount of cash restructuring charges
      excluded in the calculation of EBITDAR;

   -- implement a corporate restructuring of Dana's European non-
      Debtor subsidiaries to facilitate the establishment of a
      European credit facility and improve treasury and cash
      management operations; and

   -- allow Dana to receive and retain proceeds from the trailer
      axle asset sales that closed on Jan. 5, 2007, without
      potentially triggering a mandatory repayment to the lenders
      of the amount of proceeds received.

The Debtors permanently reduced the aggregate commitment under
the revolving credit facility of the Amended and Restated Credit
Agreement from $750 million to $650 million to correspond with
changes in its borrowing base.  The Debtors expects to reduce the
revolving credit facility by up to an additional $50 million as it
continues to divest its non-core businesses.

Following a hearing on the Debtors' motion, the Bankruptcy Court
entered an order authorizing and approving their entry into the
proposed amendment and certain ancillary agreements.

Subsequently, on Jan. 25, 2007, the Debtors as borrower, its U.S.
guarantor subsidiaries, and Citicorp North America, Inc., as
Administrative Agent for the Incremental Term Lenders, entered
into an amendment to the Amended and Restated Credit Agreement
containing the provisions described.

The Debtors expect that the increase in the term loan facility
will alleviate its short-term liquidity issues, but may need to
seek additional financing to complete its restructuring
initiatives.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at: http://ResearchArchives.com/t/s?1940

                        About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.


DAVITA INC: Announces Completion of Government Investigation
------------------------------------------------------------
DaVita Inc. reported that the Civil Division of the United
States Attorney's Office for the Eastern District of Pennsylvania
has informed the company that it has decided to close its
investigation of the company.

The company was first notified of the investigation in February
2001 and was issued a formal subpoena in May 2002.  The company
fully cooperated with the investigation.

"We are pleased that the government, after a lengthy and thorough
review, has decided to close this broad investigation into our
business practices" said Chairman and CEO Kent Thiry.  We are
proud of our culture of regulatory compliance at DaVita."

                         About DaVita Inc.

Headquartered in El Segundo, California, DaVita (NYSE: DVA)
is a leading provider of dialysis services for patients suffering
from chronic kidney failure.  The Company provides services at
kidney dialysis centers and home peritoneal dialysis programs
domestically in 41 states, as well as Washington, D.C.  As of
March 31, 2006, DaVita operated or managed over 1,200 outpatient
facilities serving approximately 98,000 patients

                           *     *     *

On Nov. 11, 2006, Moody's Investors Service affirmed the company's
senior secured revolving credit facility due 2011 at Ba2; senior
secured term loan A at Ba2; and senior secured term loan B at Ba2.
The ratings outlook changed to positive from stable


DELPHI CORP: Selects Platinum Equity as Lead Bidder in Unit Sale
----------------------------------------------------------------
Delphi Corporation is working to finalize a master sale and
purchase agreement with Platinum Equity LLC regarding the sale of
Delphi's global steering and halfshaft business.  Delphi disclosed
in March 2006 that, while it recognized the steering business as
strategic, it intended to explore a sale of the global steering
business as part of its comprehensive transformation plan.

"Delphi intends to finalize negotiations with Platinum Equity and,
upon successful completion of a Master Sale and Purchase
Agreement, to submit Platinum Equity as the lead bidder in a
Bankruptcy Court Section 363 sale process," according to John
Arle, Delphi vice president of treasury, mergers and acquisitions.

Details of the negotiations between Platinum Equity and Delphi
will remain confidential until a Master Sale and Purchase
Agreement is filed with the U.S. Bankruptcy Court.

"Platinum Equity is a global acquisition firm with a reputation
for solving problems and creating value in complex situations,"
Robert J. Remenar, Delphi vice president and Delphi Steering
president, said.  "Platinum's team has an impressive record of
acquiring portions of larger corporations and turning them into
stand-alone businesses that are positioned for long-term success.
They have indicated that they intend to focus on business
continuity and growth as critical measures of a successful
transition."

Phil Norment, a partner and president of portfolio operations at
Platinum Equity who is responsible for evaluating target
acquisitions, said the firm is enthusiastic about the steering
unit and anxious to work with its management team.

"We believe that Platinum's solutions-based approach to transition
and operations is well-suited to establishing Delphi Steering as a
successful stand-alone company," Mr. Norment said.  "We think the
business has a solid foundation built on strong customer
relationships, substantial intellectual capital, a skilled
workforce and a strong management team led by Bob Remenar, whom we
intend to continue to have lead the business as CEO," Norment
said.  "All of those things will help secure the future for this
business in a globally competitive automotive environment."

Both Mr. Norment and Mr. Remenar noted the need for the steering
business to address certain fundamental issues.  They jointly
recognize the key challenges, which include: ensuring that the
steering and halfshaft business has global capacity in line with
customers' demands; accelerating overall cost reduction to improve
the long-term health and stability of the business; and continuing
to fund product and technology development.

In the United States, Platinum and Steering management have
already engaged in preliminary discussions with UAW leadership.
By working with Delphi's key stakeholders, Remenar and Norment
said they would seek joint solutions to the competitive challenges
that will support a continued business presence in the United
States.

"Both Platinum Equity and Delphi are committed to completing our
discussions with key stakeholders as soon as possible," Mr.
Remenar said.  "Delphi Steering is gaining tremendous momentum in
the marketplace.  We are securing new global business at record
levels and attracting new customers.  For the benefit of the
business -- and all who are associated with it -- we are focused
on moving through the sale process as quickly and efficiently as
possible."

In 2006, the Steering division achieved global business bookings
of more than $3.4 billion, which is the second highest bookings
year in the division's 100-year history.  In 2005, the division
had global sales revenues of more than $2.6 billion.

                      About Platinum Equity

Headquartered in Beverly Hills, California, Platinum Equity LLC --
http://www.platinumequity.com/-- is a global merger and
acquisitions firm specializing in the merger, acquisition and
operation of companies that provide services and solutions to
customers in a broad range of business markets, including
information technology, telecommunications, logistics,
manufacturing and entertainment distribution. Since its founding
in 1995 by Chairman and CEO Tom Gores, Platinum Equity has
acquired more than 65 businesses with more than $15 billion in
aggregate annual revenue at the time of acquisition.

                        About Delphi Corp.

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


DELPHI CORP: InPlay Technologies Wants $7.5 Million Claim Approved
------------------------------------------------------------------
InPlay Technologies, a developer and marketer of innovative,
emerging technologies, has negotiated and is awaiting final
bankruptcy court approval of a proposed settlement agreement with
Delphi Corp. in which Delphi will allow a prepetition general
unsecured claim against Delphi Automotive Systems LLC in the
amount of $7.5 million.

Notification of the proposed settlement has been given to
interested parties pursuant to Delphi's bankruptcy settlement
procedures order, who have ten business days to object or request
additional information.  If there are no objections, the
stipulation would then be presented to the court for approval.

InPlay's claim stems from an agreement signed between Duraswitch
and Delphi in 2000.  Delphi paid a non-refundable payment of
$4 million and committed $12 million minimum royalties to
Duraswitch through 2007 for exclusive rights to use Duraswitch
technologies in the automotive industry.  Delphi had paid
$3 million of that $12 million commitment to InPlay, with an
additional $3 million due in July 2006 and $6 million in July
2007.  As part of its bankruptcy filing in October 2005, Delphi
filed a motion requesting that this agreement be cancelled under
bankruptcy law.  InPlay agreed to the cancellation, but retained
the right to claim damages.  InPlay subsequently filed a claim for
the remaining $9 million in minimum royalties.

                     About InPlay Technologies

Headquartered in Mesa, Arizona, InPlay Technologies (NASDAQ: NPLA)
-- http://www.inplaytechnologies.com/-- develops, markets and
licenses proprietary emerging technologies.  Working with its
licensees and OEM customers, InPlay offers technology solutions
that enable innovative designs and improved functionality for
electronic products.  The company's MagicPoint(R) technology is
the only digital-based pen-input solution for the rapidly growing
tablet PC and mobile computing markets.  Its Duraswitch(R) brand
of electronic switch technologies couples the friendly tactile
feedback of mechanical pushbuttons and rotary dials with the
highly reliable, thin profile of membrane switches, making it
ideal in a wide range of commercial and industrial applications.
InPlay is focused on further commercializing these technologies
and seeking additional innovative technologies to enhance its
portfolio.

                        About Delphi Corp.

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


DELTA AIR: Claimholders Express Disappointment at Official Panel
----------------------------------------------------------------
The Unofficial Committee of Unsecured Claimholders of Delta Air
Lines, Inc., expressed its disappointment that the Official
Creditors' Committee declined to take the actions requested by US
Airways Group Inc. in connection with its merger proposal, thereby
denying creditors the option to choose whether to accept Delta's
standalone reorganization plan or pursue strategic alternatives.

As reported in the Troubled Company Reporter on Jan. 30, 2007, the
Unofficial Committee sent a letter to the Official Creditors'
Committee signed by holders of approximately $2.75 billion in
unsecured claims urging them to take the actions requested by US
Airways.  Their failure to do so may very well result in
substantially diminished creditor recoveries in this case.

On Feb. 1, 2007, US Airways withdrew its offer to merge with Delta
Air Lines.  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.

                            Team Work

The Unofficial Committee recognizes that current Delta
management's hostility to the US Airways offer complicated the
decision of the Official Creditors' Committee.  As the largest
organized group of unsecured claimholders of Delta, the Unofficial
Committee believes that it is important that both committees now
work together to decide on important remaining issues facing all
creditors.

The Unofficial Committee will continue to work towards maximizing
creditor recoveries and creditor rights in Delta's chapter 11
case.  As future shareholders of Delta, the members of the
Unofficial Committee consider it essential that all value-
enhancing opportunities continue to be explored.  In the immediate
term, it is an important priority that reorganized Delta be
positioned to have the right management, Board of Directors and
compensation arrangements in place and that its corporate
governance not pose any obstacles to value-enhancing mergers or
other strategic alternatives.  The Unofficial Committee said it
looks forward to working with the Official Creditors' Committee to
institute the foregoing.

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

                      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.


EASTMAN KODAK: Earns $17 Million in Fourth Quarter of 2006
----------------------------------------------------------
Eastman Kodak Company reported fourth-quarter net earnings from
continuing operations of $17 million, on lower year-over-year
revenues, reflecting cost reduction efforts that boosted earnings
and an emphasis on pursuing profitable sales.  The company
achieved $271 million in digital earnings for the fourth quarter,
driven by wider gross profit margins and the company's global
cost-reduction initiatives, resulting in strong earnings
improvement in the company's Consumer Digital and Graphic
Communications businesses.

The company also delivered a $271 million increase in digital
earnings for the full year.  Significantly, digital earnings
growth for the year exceeded the traditional earnings decline for
the first time in the company's history.

    For the fourth quarter of 2006:

    --  Sales totaled $3.821 billion, a decrease of 9% from
        $4.197 billion in the fourth quarter of 2005.  Digital
        revenue totaled $2.449 billion, a 5% decrease from
        $2.587 billion in the prior-year quarter, consistent with
        the company's focus on improving digital profit margins.
        Traditional revenue totaled $1.357 billion, a 15% decline
        from $1.592 billion in the fourth quarter of 2005.

    --  The GAAP earnings from continuing operations were
        $17 million, compared with a GAAP loss from continuing
        operations of $137 million in the year-ago period.

    --  The company's fourth-quarter earnings from continuing
        operations, before interest, other income (charges), net,
        and income taxes were $222 million, compared with a loss
        of $171 million in the year-ago quarter.

    --  Digital earnings for the fourth quarter were $271 million,
        an increase of $130 million compared with the year-ago
        quarter, and benefited from a number of items.  The
        company generated significant earnings growth in its
        Graphic Communications business and achieved operational
        improvements in its Consumer Digital Group, including a
        year-over-year increase in income from licensing
        arrangements, which reflects the company's continuing
        progress in generating returns from its intellectual
        property.

Commenting on the results, Antonio M. Perez, Chairman and Chief
Executive Officer, Eastman Kodak Company, said, "I am extremely
pleased with our performance in 2006 and our progress in
implementing our digital business model.  Our digital earnings
greatly exceeded traditional earnings in the fourth quarter.
Profit margins expanded in the sizeable digital businesses that we
have assembled, debt declined by more than $800 million in 2006,
and the year ended with a strong cash position.  We intend to
conclude our restructuring this year, as part of the creation of a
digital company with sustainable revenue and profit growth."

    Other fourth-quarter 2006 details:

    --  Net cash provided by operating activities from continuing
        operations for the fourth quarter totaled $1.028 billion,
        compared with $1.240 billion in the year-ago quarter.  Net
        cash generation (formerly investable cash) was
        $916 million, bringing full-year net cash generation to
        $592 million, which is at the upper end of the range
        provided by the company.  Full-year net cash provided by
        operating activities from continuing operations totaled
        $956 million.

    --  Kodak held $1.469 billion in cash as of December 31, 2006,
        compared with $1.665 billion on December 31, 2005.

    --  Debt decreased $561 million from the third-quarter level,
        to $2.778 billion as of December 31, 2006.  For the full-
        year 2006, debt decreased $805 million.

    --  Selling, General and Administrative expenses decreased
        $172 million from the year-ago quarter, primarily
        reflecting the company's cost reduction activities.  SG&A
        as a percentage of revenue was 15.6%, down from 18.3% in
        the year-ago quarter, amplified by seasonally strong
        fourth-quarter revenue.

    --  Gross profit margins were 26.4% in the current quarter, up
        from 23.0% in the prior year quarter.  This was driven by
        operational improvements across the company's business
        units, most notably KODAK PICTURE kiosks, the KODAK
        GALLERY, and the favorable impact of the previously noted
        Licensing arrangements.  The company also benefited from
        reduced restructuring costs.

Fourth-quarter segment sales and results from continuing
operations, before interest, other income (charges), net, and
income taxes (earnings from operations), are as follows:

    --  Consumer Digital Group earnings from operations were
        $150 million, compared with $40 million a year ago, on
        sales of $1.154 billion, which were down 13% from the
        prior-year quarter, consistent with the company's focus on
        improving digital profit margins. On a full year-over-year
        basis, earnings from operations improved by $132 million.
        Highlights for the quarter included a 27% increase in
        sales of KODAK PICTURE kiosks, of which 52% was a volume
        increase in related thermal media sales, a significant
        earnings improvement in the KODAK GALLERY, and an increase
        in income from licensing arrangements.  According to the
        NPD Group's consumer tracking service, KODAK EASYSHARE
        digital cameras were number one in unit market share in
        the U.S. for the fourth quarter and full year of 2006.

    --  Graphic Communications Group earnings from operations were
        $57 million, compared with $28 million in the year-ago
        quarter, on sales of $974 million, which were up 3% from
        the prior-year quarter.  On a full year-over-year basis
        earnings from operations improved by $182 million.  The
        sales growth largely reflects increased demand for
        NEXPRESS Color Presses and digital plates, partially
        offset by a decline in NEXPRESS Black & White Printers and
        the traditional product portfolio.

    --  Film and Photofinishing Group earnings from operations
        were $77 million, compared with $51 million a year ago, on
        sales of $1.013 billion, which were down 16% from the
        prior-year quarter.  During the fourth quarter of 2006,
        the group achieved an 8% operating margin, double the rate
        of the year-ago quarter and in line with company
        expectations.

    --  Health Group segment earnings from operations were
        $86 million, compared with $87 million a year ago, despite
        substantial costs associated with the divestiture effort
        and increased costs for silver.  Sales for this segment
        were $660 million, down 6%. Highlights for the quarter
        included sales increases in Healthcare Information System,
        digital dental products, and digital capture, offset by
        declines in traditional radiography and digital output.
        The company announced on January 10th that it has reached
        an agreement to sell the Health Group to Onex for as much
        as $2.55 billion.  The transaction is expected to close in
        the first half of 2007.

    Other 2006 Highlights:

    --  The company's net loss narrowed by $754 million from a
        negative $1.354 billion in 2005 to a negative $600 million
        in 2006.  The favorable year-over-year change reflects
        greatly improved operational performance in the company's
        Consumer Digital, Graphic Communications, and Film and
        Photofinishing businesses.  It also reflects a year-over-
        year decrease in restructuring charges, reduced SG&A
        expenses and lower tax valuation allowances versus the
        prior year.

    --  On a full-year basis, the company posted $343 million in
        digital earnings, a nearly five-fold improvement
        year-over-year, and close to the company's aggressive
        target for the year.

    --  Net cash provided by operating activities from continuing
        operations totaled $956 million for the year, compared
        with $1.180 billion in 2005, at the upper end of the
        company's forecasted range.

"I'm proud of my team and their accomplishments in 2006, and our
results reflect our progress in becoming a more profitable
company," said Mr. Perez.  "We delivered on every important goal
that we set, with the exception of digital revenue growth, where
we made a specific decision to focus on overall digital profit
margins over revenue growth.  Kodak is now a company with a strong
market position in a significant number of digital categories. We
enter 2007 with solid momentum, a strong emphasis on sustaining
profitable growth, and the talent and resources necessary to
generate value for our shareholders."

                      About Eastman Kodak Co.

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE: EK)
-- http://www.kodak.com/-- develops, manufactures, and markets
digital and traditional imaging products, services, and solutions
to consumers, businesses, the graphic communications market, the
entertainment industry, professionals, healthcare providers, and
other customers.


EASTMAN KODAK: Moody's Continues Review on Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service commented that its continuing review for
possible downgrade for the Eastman Kodak Company is focused on not
only the company's reported sale of the Kodak Health Group, but
also on the fundamental operating performance of the company.

The review for possible downgrade continues to focus on the
potential KHG sale consummation, the application of KHG sale
proceeds toward debt reduction as well as other uses, Kodak's
prospects to grow earnings and cash flow, including the effects of
non-recurring licensing arrangements, and the company's management
of restructuring and KHG separation costs.

Based on Kodak's results reported [Wednes]day, Moody's believes
that the company's revenue, earnings, and cash flow remain
challenged relative to cross industry peers rated B1.

"Based on Moody's estimates, the company achieved its 2006
guidance for digital revenue growth and cash flow only through
non-recurring licensing arrangements and the company did not meet
its guidance for digital earnings" commented John Moore, VP/Senior
Analyst.

"However, as evidenced in its [reported 2006 earnings], the
company has delivered on its goal set in early 2006 to reduce debt
by $800 million" Moore added.

The company reported about 4% 2006 digital revenue growth compared
to its twice revised 2006 digital revenue growth target guidance.

Kodak generated $343 million 2006 digital earnings.  This
$343 million is slightly below its 2006 digital earnings guidance
of between $350 million and $450 million and is a $271 million
improvement over fiscal 2005 results.

The company reported $592 million 2006 Investible Cash Flow and
achieved its 2006 $400 million to $600 million Investible Cash
Flow guidance.  Moody's notes that this $592 million includes
about $315 million cash flow from non-recurring licensing
arrangements.

Ratings on Review for Possible Downgrade:

   -- Corporate Family Rating B1
   -- Senior Unsecured Rating B2
   -- Senior Secured Credit Facilities Ba3

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services.


EDDIE BAUER: Tax Review Determines Fin'l. Restatement Not Required
------------------------------------------------------------------
Eddie Bauer Holdings Inc. has completed a review of its tax
accounting for property and equipment and determined that a
financial restatement will not be required.  In the course of
preparing its 2006 financial statements, the company identified
errors related to its tax accounting for 2005 and prior years.
The company undertook a comprehensive review of the matter and has
determined that the errors are not material and do not require
restatement of any previously filed financial statements.  The
effects of the error will be corrected in the company's 2006
financial statements.  The company's independent auditor, BDO
Seidman, concurs with the company's conclusions.

The company determined that in accounting for income taxes it did
not properly reconcile the book and tax depreciation on its
property and equipment related primarily to the treatment of
tenant improvement allowances granted in connection with the
opening of new retail stores.  As a result, the company recorded
an incorrect amount of deferred tax assets.  The correction to be
reported in the 2006 financial statements will result in a
decrease to net deferred tax assets of approximately $12 million,
and an increase to goodwill of approximately $12 million.

As reported in the Troubled Company Reporter on Jan. 29, 2006, the
company is moving forward with its special meeting of stockholders
scheduled for 8:30 a.m., Pacific Time, on Thursday, Feb. 8, 2007
at the Hyatt Regency Bellevue, 900 Bellevue Way, NE, Bellevue,
Washington.  At the special meeting, stockholders will consider
and vote upon the company's proposed sale to Eddie B Holding
Corp., a company owned by affiliates of Sun Capital Partners, Inc.
and Golden Gate Capital.

"Our Board of Directors concluded it was the prudent course of
action to postpone the special stockholders meeting while the
company investigated the tax accounting errors and reviewed its
findings with BDO Seidman," William End, Chairman of the Board of
Directors of Eddie Bauer, commented.  "Now that it has been
determined that a restatement is not necessary, we look forward to
moving ahead with the special meeting on February 8th."

Stockholders who need assistance in voting their shares may
contact Eddie Bauer's proxy solicitor, Innisfree M&A Incorporated,
toll-free at (888) 750-5834.

                         About Eddie Bauer

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

                           *     *     *

On Nov. 13, 2006, Standard & Poor's assigned the company's long-
term foreign and local issuer credit rating at B.


ENTERGY NEW ORLEANS: Court Sets May 2 & 3 Confirmation Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York will commence a hearing on May 2 and 3, 2007, to consider
confirmation of either of the Chapter 11 Plans of Reorganization
filed by Entergy New Orleans Inc. and its Official Committee of
Unsecured Creditors.

As reported yesterday in the Troubled Company Reporter, the Court
approved the disclosure statements explaining both the Debtor's
and the Committee's rival plans of reorganization.

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
said.

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.

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," Bloomberg
News relates, citing the statement of Elizabeth J. Futrell, Esq.,
at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP at
the disclosure statement hearing.

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/or 215/945-7000).


ENTERGY NEW ORLEANS: Solicit Votes for Amended Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Entergy New Orleans Inc. to start soliciting votes
from its creditors for its Fourth Amended Plan of Reorganization,
Bloomberg News reports.

Judge Brown directed ENOI to include in the Plan Solicitation
Package a letter from the Official Committee of Unsecured
Creditors informing claimholders about the Committee's competing
Plan of Reorganization that would pay them, in full, by June 30,
2007.

As reported yesterday in the Troubled Company Reporter, the Court
approved the disclosure statements explaining both the Debtor's
and the Committee's rival plans of reorganization.

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
said.

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.

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," Bloomberg
News relates, citing the statement of Elizabeth J. Futrell, Esq.,
at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP at
the disclosure statement hearing.

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/or 215/945-7000)


EPIC DATA: December 31 Balance Sheet Upside-Down by $1.9 Million
----------------------------------------------------------------
Epic Data International Inc.'s balance sheet at Dec. 31, 2006,
showed a stockholders' deficit of $1,929,000, compared to a
deficit of $5,344,000 at Sept. 30, 2006.

The company reported fiscal 2007 first quarter revenue of CDN$2.90
million compared to revenue in the previous year's first quarter
totaling CDN$4.14 million.  Gross Margins for the current quarter
improved to 50% from 45% in 2006 and operating expense was reduced
by CDN$0.52 million or 24% versus the prior year's first quarter.
Epic Data's net loss for the quarter was CDN$0.19 million,
compared to a net loss of CDN$0.39 million in the first quarter of
fiscal 2006.

The company's contracted sales backlog at quarter end improved to
CDN$6.07 million from an opening position of CDN$5.49, on
approximately CDN$3.5 million in new bookings, the majority of
which were won in the later stages of the first quarter; and the
closing unencumbered cash position at Dec. 31, 2006, was CDN$0.12
million.

James Dodds, Epic Data's President and Chief Executive Officer,
commented: "These results, although considerably short of where we
need to be, are none-the-less showing positive progress.  Our
operating expense levels have been reduced significantly and we
are entering our second quarter with a solid contracted sales
backlog.  It's now in the hands of our new management team to
successfully execute on the fulfillment of this backlog, while we
continue to build on the sales momentum initiated in the first
quarter."

                About Epic Data International Inc.

Headquartered in British Columbia, Canada, Epic Data International
Inc. (TSX: EKD) -- http://www.epicdata.com/-- has been a leader
in automatic identification and data capture solutions for the
world's most progressive aerospace, automotive, high technology
and heavy machinery manufacturers for over 30 years.  The company
increases plant productivity and velocity while identifying the
continuous improvement initiatives vital to winning in today's
competitive manufacturing environments.  Epic Data's enterprise
mobility solutions for parking enforcement and route management
increase productivity while improving customer service and worker
safety by connecting mobile personnel to central offices in real
time.


FAMILY LIFE: A.M. Best Lifts Rating and Says Outlook is Stable
--------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) for Family Life Insurance Company (Austin,
TX).  The FSR has been removed from under review with developing
implications and assigned a stable outlook.

Additionally, A.M. Best has affirmed the FSR of B+ (Good) of
Central United Life Insurance Company (Arkansas), Investors
Consolidated Insurance Company (New Hampshire) and Manhattan Life
Insurance Company (New York).  These four companies comprise the
Manhattan Insurance Group (Manhattan Insurance) (Houston, TX).
The outlook for this rating is stable.

In December 2006, Family Life was acquired by Manhattan Insurance.
The rating upgrade reflects A.M. Best's opinion that Family Life
is now part of a stronger organization, it maintains an
appropriate level of risk-adjusted capitalization and considerable
expense savings are expected going forward.  Previously, Family
Life maintained a high expense structure, which historically
repressed its operating results.

The affirmation of the rating for the other members of Manhattan
Insurance reflects the overall success the organization has had
historically in acquiring and managing problematic books of
business, its growing capitalization position and low expense
structure.  However, A.M. Best notes that Manhattan Insurance has
not experienced as much success in its efforts to grow its
business organically.  As the organization continues to grow
through acquisitions, it will need to continue to effectively
manage its capital position in order to maintain appropriate risk-
based capitalization levels.

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


FOAMEX INT'L: Delaware Court Confirms Plan of Reorganization
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has confirmed Foamex International Inc.'s Second Amended Joint
Plan of Reorganization, setting the stage for the company's
emergence from chapter 11, which is expected to occur on Feb. 12,
2007.

In confirming the Plan, the Court determined that Foamex had
provided fair and equitable treatment of its creditors and
equityholders and otherwise satisfied the confirmation
requirements under the Bankruptcy Code.

Foamex's Plan provides for the satisfaction in full in cash to all
holders of allowed claims against the company.  In addition, under
the Plan, the Company's equityholders will retain their interests
in Foamex, subject to dilution as a result of the issuance of
additional common stock pursuant to the rights offering and, if
exercised, the call option and any common stock to be issued under
the proposed Management Incentive Plan and the existing Key
Employee Retention Program or upon exercise of any stock options.
The Company's Senior Secured Noteholders and equityholders voted
unanimously in favor of the Plan.

"We are extremely pleased that the Court has confirmed Foamex's
Plan, paving the way for our emergence from bankruptcy and
providing our stakeholders with full recovery," Raymond E. Mabus,
Chairman and Chief Executive Officer of Foamex, said.  "The
announcement represents a significant, and almost final, milestone
in Foamex's chapter 11 case.  The confirmation of the Plan
validates the painstaking efforts of our talented team to
negotiate the best possible outcome for all of our stakeholders
and emerge as a stronger, more competitive company that is better
able to compete in the marketplace, invest in our operations and
R&D efforts, and provide our customers with the innovative
solutions they need.

"This has been an arduous, but valuable, journey.  Over the past
year and a half we have worked tirelessly with our stakeholders to
devise a plan that would maximize the value of Foamex.  I am
pleased with the results we have achieved to date, and look
forward to working with our many employees, customers, and other
stakeholders as we look to the future."

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Foamex has secured a commitment from a group of lenders led by
Bank of America, N.A. and Banc of America Securities LLC for up to
$790 million of exit financing from which the company will draw
approximately $615 million upon its emergence from chapter 11.  In
connection with the rights offering and related equity commitment,
which expired on Jan. 31, 2007, and related agreements, the exit
financing will be used by Foamex to repay the Debtor-In-Possession
facility, to make other payments required upon exit from
bankruptcy, and to ensure strong cash balances to conduct post-
reorganization operations.

The company said that creditor distributions would likely begin on
the scheduled February 12th Effective Date for the Plan.

The company is advised by its counsel, Paul, Weiss, Rifkind,
Wharton & Garrison LLP, and its financial advisor Miller Buckfire
& Co., LLC.

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


GREAT LAKES: A.M. Best Lowers Financial Strength Rating to B-
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) for Great Lakes Casualty Insurance Company
(Grand Rapids, MI).

The outlook for the rating has been revised to negative from
positive.

The rating reflects GLCIC's recent accelerated premium growth,
which strained its capitalization and further exacerbated its
continued below industry average earnings from its geographically
concentrated book of business.  Earnings results worsened in 2005
and 2006 due to increased loss frequency in its auto liability
line, reserve strengthening (when the claims function was
relocated in-house for the first time) and adverse selection from
GLCIC's newly tiered product offering in 2006.  Recent adverse
reserve development only compounded the situation.  GLCIC's
limited product offering and risk concentration in Michigan
exposes it to competitive pricing and weather-related loss
frequency.

Partially offsetting these factors are the company's favorable
current liquidity position and generally conservative investment
portfolio.  GLCIC will remain challenged to achieve continued
favorable operating returns as a personal auto writer in Michigan.

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


GREEN HOLDING: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Green Holding LLC
        aka Chester House Holding LLC
        5004 Thomas Avenue South
        Minneapolis, MN 55410

Bankruptcy Case No.: 07-40375

Type of Business:

Chapter 11 Petition Date: February 1, 2007

Court: District of Minnesota (Minneapolis)

Judge: Dennis D O'Brien

Debtor's Counsel: Ralph Mitchell, Esq.
                  Lapp Libra Thomson Stoebner & Pusch
                  One Financial Plaza Suite 2500
                  120 South 6th Street
                  Minneapolis, MN 55402
                  Tel: (612) 338-5815

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Building Assets Inc.          Trade Debt                $106,784
4941 Morgan Avenue South
Minneapolis, MN 55409

Fusion Tile                   Trade Debt                 $18,646
5140 Ewing Avenue South
Minneapolis, MN 55410


GSAMP TRUST: Moody's Puts Ratings on Review for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade, certain certificates from one GSAMP Trust deal, issued
in 2006.  The transaction consists of subprime second-lien
fixed-rate loans.  The primary originators on the transaction are
Fremont Investment & Loans and Long Beach Mortgage Company.

The five most subordinate certificates from the 2006-S3
transaction have been placed on review for possible downgrade
because existing credit enhancement levels are low given the
current projected losses on the underlying pool.  The pool of
mortgages has seen a spike in losses in recent months with high
loss severity.

Future losses could cause a more significant erosion of the
overcollateralization and a loss for the Class B-2.  The
underlying pool has only $4,985,653 of OC which is below the
target of $32,370,265 as of the Jan. 25, 2007 reporting date.

These are the rating actions:

   * GSAMP Trust 2006-S3

   * Review for Possible Downgrade

      -- Series 2006-S3; Class M-5, current rating Baa1, under
         review for possible downgrade;

      -- Series 2006-S3; Class M-6, current rating Baa2, under
         review for possible downgrade;

      -- Series 2006-S3; Class M-7, current rating Baa3, under
         review for possible downgrade;

      -- Series 2006-S3; Class B-1, current rating Ba1, under
         review for possible downgrade; and,

      -- Series 2006-S3; Class B-2, current rating Ba2, under
         review for possible downgrade.


GSR MORTGAGE: Fitch Rates $4.3 Million Class B5 Certificates at B
-----------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust series 2007-AR1 residential
mortgage pass-through certificates as:

   -- $1,670,627,200 classes 1A1, 1A2, 2A1, 2A2, 3A1, 3A2, 4A1,
      4A2, 5A1, 5A2, 6A1, 6A2, R and RC, ,'AAA';

   -- $39,259,000 class B1, 'AA';

   -- $13,085,000 class B2, 'A';

   -- $7,851,000 class B3, 'BBB';

   -- $5,234,000 class B4, 'BB'; and

   -- $4,361,000 class B5, 'B';

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 2.25% class B1, the 0.75% class B2,
the 0.45% class B3, the 0.30% privately offered class B4, the
0.25% privately offered class B5 and the 0.25% privately offered
B6 certificate.

Class B6 is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the strength of the legal and financial structures, and the master
servicing capabilities of Wells Fargo Bank, N.A., which is rated
'RMS1' by Fitch Ratings.

As of the cut-off date, Jan. 1, 2007, the pool of loans consists
of 3,304 recently originated, one- to four-family residential,
hybrid adjustable-rate mortgage loans.  After an initial fixed
interest rate period, the interest rate will adjust annually based
on the sum of either the One-Year CMT index, the One-Year LIBOR
Loan Index or the Six-Month LIBOR Loan Index as its relevant index
and a gross margin specified in the applicable mortgage note.

The mortgage pool has an average unpaid principal balance of
$528,082 and a weighted average FICO score of 734.  The weighted
average amortized current loan-to-value ratio is 71.26%.
Rate/Term and Cashout refinances represent 27.11% and 21.78%,
respectively.  Second homes and investor-occupied properties
comprise 5.90% and 0.54% of the collateral, respectively.   The
states that represent the largest geographic concentration of
mortgaged properties are California, New Jersey, Virginia and
Florida.  All other states comprise fewer than 5% of properties in
the pool.

Countrywide Home Loans, Inc., National City Mortgage Co., PHH
Mortgage Corporation, Residential Funding Company, LLC, Wells
Fargo Bank, N.A., each originated over 10% of the mortgage loans.

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

GS Mortgage Securities Corp. purchased the mortgage loans from
each seller and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple real estate mortgage investment
conduit elections to be made for the trust.  Wells Fargo Bank,
N.A. will act as securities administrator and U.S. Bank, N.A. will
serve as the trustee.


HILCORP ENERGY: S&P Affirms Corporate Credit Rating at B+
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on oil and gas exploration and production company
Hilcorp Energy I L.P.

The outlook is stable.

At the same time, Standard & Poor's affirmed its 'B' rating on
Hilcorp's senior unsecured notes due 2015, which are being
increased by $125 million, to a total of $300 million.

Houston, Texas.-based Hilcorp had $554 million of balance sheet
debt as of Sept. 30, 2006.

Proceeds are expected to be used to repay borrowings under the
company's credit facility and for general corporate purposes,
including acquisitions.

"The affirmation reflects our expectation that acquisitions will
focus on oil and gas producing properties in Hilcorp's core
regions and match its operating strengths, and that the company
will manage its financial leverage prudently," said Standard &
Poor's credit analyst Ben Tsocanos.

The stable outlook on Hilcorp reflects S&P's expectation that the
company will manage its high financial leverage incurred to make
acquisitions and will limit cost increases.


HILTON HOTELS: Asset Sale Prompts S&P's Positive CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Hilton
Hotels Corp., including the 'BB' corporate credit rating, on
CreditWatch with positive implications.

The CreditWatch listing follows Hilton's update that it continues
to make good progress in selling assets and that a meaningful
level of asset sales could occur over the near term, which could
lead to a faster-than-expected pace of debt reduction.

Hilton has reported these potential transactions:

   -- The sale of part or all of the company's Scandic-branded
      portfolio, which Standard & Poor's would view favorably
      because it would lead to sale proceeds in excess of
      expectations and the transfer of a meaningful portion of
      Hilton's fixed lease obligations, as well as improve
      margins in Hilton's global lodging portfolio;

   -- The sale of a portfolio of 10 hotels in Continental Europe;

   -- The sale of the Hilton Caledonian in Scotland; and

   -- The sale of six hotels in the U.S.


HILTON HOTELS: Fitch Lifts Ratings and Assigns Positive Outlook
---------------------------------------------------------------
Fitch Ratings has upgraded the debt ratings for Hilton Hotels
Corporation as:

   -- Issuer Default Rating to 'BB+' from 'BB';
   -- Senior credit facility to 'BB+' from 'BB';
   -- Senior notes to 'BB+' from 'BB';

The ratings apply to its $5.75 billion credit facility and roughly
$2.6 billion of its senior notes.

Fitch has also revised Hilton's Rating Outlook to Positive from
Stable.

The ratings upgrade reflects Hilton's indicated and demonstrated
commitment to delever following the acquisition of the Hilton
International assets in February 2006.  Fueled by roughly
$1.5 billion of asset sales since the closing of the transaction
through the end of 2006, Hilton improved its adjusted leverage
ratio from 5x at March 31, 2006 to an estimated 4.2x as of
Dec. 31, 2006.

At the same time, adjusted coverage increased from 3.0x as of
March 31, 2006 to an estimated 3.3x as of Dec. 31, 2006.  The pace
of asset sales since the acquisition has been faster than Fitch
anticipated following the transaction and Hilton retained long-
term management/franchise agreements on most of the properties.
While the current credit metrics remain somewhat weak for the
rating category, Fitch expects further deleveraging in 2007 driven
by additional asset sales in a vibrant lodging asset demand
environment and a continued strong operating environment.  These
factors are incorporated into Hilton's Positive Rating Outlook.

Asset Sales Could Accelerate Deleveraging:

Adjusted leverage could decline to less than 4.0x by the end of
2007 with no asset sales, but Fitch expects that improvement could
be accelerated given the current demand environment for lodging
assets primarily by real estate investment trusts and private
equity firms.  In the latest example of numerous transactions over
the past 12-24 months, CNL Hotels & Resorts Inc. reported on Jan.
19 that it had agreed to be acquired by Morgan Stanley's Real
Estate Group for $6.6 billion with Ashford Hospitality Trust Inc.
acquiring some of the assets as part of the transaction.
Furthermore, European hotel asset demand could be bolstered by the
introduction of REITs this year in the UK and possibly Germany.

Hilton currently has the Scandic brand for sale, which includes
roughly 130 hotels and 23,000 rooms and accounted for roughly 45%
of proforma 2006 leased profit.  Also currently for sale are 17
owned hotels or 6,500 rooms, which accounted for roughly 15% of
proforma 2006 owned profits.  An additional 30 owned hotels 10,000
rooms accounting for roughly 25% of proforma 2006 owned profits
could be put on the market down the road, roughly half of which
could be sold in the next one-to-three years.

Fitch believes the negotiations for the sale of Scandic are
progressing very well and believes a transaction could be
completed possibly by first quarter-2007, but more likely by the
end of 2Q'07.  First or second round bids have been received for
14 of the 17 properties for sale and Scandic.  Furthermore, Hilton
is required to pay down some of its credit facility when certain
assets are sold.

Strong Industry Operating Environment Continues to Provide
Tailwinds:

The lodging industry is poised to benefit from continued positive
fundamentals with strong demand and limited supply growth of less
than 2% in 2007.  While Fitch expects the overall economy to
continue to slow in 2007, the outlook for the business sector
remains healthier than that of the consumer sector, which bodes
well for the lodging companies since their operating environment
is more sensitive to the business economy.

Industrywide RevPAR gains are expected to continue in the mid-to-
high single-digit range over the next two-to-three years, below
the low double-digit gains in 2006 but very solid nonetheless.
The RevPAR gains are likely to be driven by rate rather than
occupancy in 2007, which should drive stronger margins since rate-
driven RevPAR gains don't carry the additional operating costs of
occupancy-driven RevPAR gains.

On its 4Q'06 earnings release, Hilton raised its 2007 RevPAR
growth assumptions indicating the operating environment remains
robust.  In 2007, Hilton projects the strong supply/demand
environment to drive 14-16% growth in its management/franchise
fees and RevPAR growth of 9-11% with margins increasing 125-175
basis points.  Its leased portfolio is expected to show slightly
slower RevPAR growth of 8-10% with margins increasing 30-70 basis
points in 2007.

Off-Balance Sheet Debt Exposure:

Following the HI acquisition, Hilton increased its exposure to the
leased hotel segment and as a result gained a significant amount
of off-balance sheet debt and non-recourse, on-balance sheet debt
primarily in the form of leases.  Fitch believes that many of the
leases will be sold with the Scandic brand in the next few months.
Furthermore, Hilton reports nearly $300 million in operating
leases in its financial statements, which equates to roughly $2.4
billion of adjusted debt.  However, the actual exposure is likely
much lower than that, as Hilton and its banks have agreed to a
lower lease adjustment in its adjusted leverage calculations.

Management Track Record:

Also incorporated into the rating upgrade and Positive Outlook is
management's track record of executing on a plan to get back to
investment grade.  Following the travel disruptions brought on by
the events of Sept. 11, 2001, Fitch downgraded Hilton's credit
ratings in 2002 to below investment grade.  Hilton subsequently
suspended its share repurchase program and focused on reducing
debt and improving the credit profile, which resulted in an
upgrade to investment grade in 2004 as the travel environment
recovered.  Following the HI transaction last year, management
again suspended share repurchase activity and dividend increases
and has indicated a target adjusted leverage ratio of 3.5x.

Fitch believes that Hilton will restart its share repurchase
program at some point within the next 12-24 months if asset sales
and the operating environment proceed as expected.  Hilton has
44.7 million shares authorized for repurchase and management was
continually challenged by equity shareholders at its recent
analyst day in December to adopt a more shareholder-friendly
capital allocation policy.  Furthermore, Marriott and Starwood are
both actively buying back shares.

Rating Outlook Considerations:

Fitch's rating upgrade incorporates management's track record that
is again being demonstrated through the asset sale and
deleveraging execution since the HI transaction.  The Positive
Outlook incorporates an expectation that balance sheet improvement
remains a priority in the near term, that management continues to
execute on its asset sale/deleveraging plan, and that the strong
demand environment remains intact.  A further upgrade to an
investment grade rating will be considered as the company makes
substantial progress toward its stated goal of achieving its
target adjusted leverage ratio of 3.5x.

Fitch may lower Hilton's Positive Outlook if there is change in
management's current asset sale/deleveraging plan, if there is a
resumption of share repurchase activity in the near term, or if
Fitch's outlook on industry demand changes.  Longer-term, Fitch
believes Hilton's credit profile can support a sizable share
repurchase program.


HOME PRODUCTS: Court Approves Second Amended Disclosure Statement
-----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware approved the Second Amended
Disclosure Statement explaining the Second Amended Plan of
Reorganization filed by Home Products International Inc. and Home
Products International - North America Inc.

                        Treatment of Claims

Under the Plan, these classes are unimpaired:

   -- Administrative Claims,
   -- Priority Tax Claims,
   -- Class 1 Priority Non-Tax Claims,
   -- Class 2 Prepetition Lender Secured Claims,
   -- Class 3 Miscellaneous Secured Claims,
   -- Class 4 General Unsecured Claims, and
   -- Class 7 Interests in HPI-NA.

Class 5 Noteholder Claims and Class 6 Interests in HPI are
impaired classes.

At the Debtors' option, holders of Allowed Administrative Claims
will be paid:

   -- in full in cash on the later of the plan effective date or
      the date the claim is allowed, or

   -- on terms agreed upon by the holder and the debtors.

Holders of Allowed Priority Tax Claims will receive cash payments
in equal annual installments starting on the anniversary of the
plan effective date, together with interest on the unpaid balance
on the later of the plan effective date, the date the claim is
allowed, or the date the holder and the Debtors made an agreement.

Holders of Allowed Class 1 Priority Non-Tax Claims will received
cash on the later of the plan effective date, the date the claim
is allowed, or the date the holder and the Debtors made an
agreement.

Holders of Allowed Prepetition Lender Secured Claims will be
allowed in an amount equal to the principal amount outstanding on
the plan effective date plus accrued and unpaid interest, costs,
attorneys' fees, and expeses through the effective date.
Reorganized HPI-NA will pay the allowed claim in cash on the later
of the plan effective date or the date the claim became allowed.

At the sole option of the Reorganized Debtors, on the plan
effective date:

   -- the legal, equitable, and contractual rights of each holder
      of Class 3 Allowed Miscellaneous Secured Claims and Class 4
      Allowed General Unsecured Claims will remain the same and
      will not be discharged upon confirmation of the plan, or

   -- the Reorganized Debtors will provide other treatment as they
      and the holders agree.

Holders of Class 5 Allowed Noteholder Claims will receive:

   -- their pro rata share on 95% of the New HIP stock on the plan
      effective date, subject to dilution by the Management
      Incentive Plan Shares and Option.  The holders, however, may
      elect on the ballot to receive, in lieu of the new stock,
      cash equal to $22.97 for each $1,000 of Notes held, and

   -- the right to purchase New Convertible Notes.

Holders of Class 6 Allowed Interests in HPI will be cancelled.
Holders of Class 7 Allowed Interests in HPI-NA, however, will
retain their interests since Old HPI-NA stock will not be
cancelled.

A full-text copy of Home Product's Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?1952

A full-text copy of Home Product's Second Amended Plan of
Reorganization is available for free at:

               http://ResearchArchives.com/t/s?1953

                        About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and markets
ironing boards, covers, and other high-quality, non-electric
consumer houseware products.  The Debtor's product lines include
laundry management products, bath and shower organizers, hooks,
hangers, home and closet organizers, and food storage containers.
Their products are sold under the HOMZ brand name, and are
distributed to hotels, discounters, and other retailers such as
Wal-Mart, Kmart, Sears, Home Depot, and Lowe's.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million and
$100 million and debts of more than $100 million.


HOME PRODUCTS: Confirmation Hearing Scheduled on March 8
--------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware will convene a hearing at 10:00 a.m.
on March 8, 2007, to consider confirming the Second Amended Plan
of Reorganization filed by Home Products International Inc. and
Home Products International - North America Inc.

Objections to the Plan, if any, must be filed by 4:00 p.m. on
March 2, 2007.

                        About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and markets
ironing boards, covers, and other high-quality, non-electric
consumer houseware products.  The Debtor's product lines include
laundry management products, bath and shower organizers, hooks,
hangers, home and closet organizers, and food storage containers.
Their products are sold under the HOMZ brand name, and are
distributed to hotels, discounters, and other retailers such as
Wal-Mart, Kmart, Sears, Home Depot, and Lowe's.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million and
$100 million and debts of more than $100 million.


HOME PRODUCTS: Appoints Joseph Gantz as Executive Board Chairman
----------------------------------------------------------------
Home Products International Inc.'s Board of Directors has
appointed:

   (a) Joseph Gantz, currently the non-executive chairman of the
       board, as executive chairman of the board to serve until
       his successor is duly elected and qualified, his removal,
       or his resignation, whichever is earlier, and

   (b) Philip G. Tinkler to the board (Class II) to fill the
       vacancy left by the resignation of William C. Pate, who
       resigned from the board effective Jan. 16, 2006.

Mr. Tinkler joined the Audit Committee of the Board of Directors
effective upon his appointment as board member.  Mr. Pate's
resignation was not due to any disagreement with the company.

Mr. Gantz has been a General Partner of The Walnut Group, a group
of affiliated venture capital funds, for more than five years.
The Walnut Group is an affiliate of Walnut Investment Partners,
L.P., a member of the company's major stockholder, Storage
Acquisition Company, L.L.C.

Mr. Gantz, 58, has also served as Managing Director of Gift
Holdings Management LLC, and Chairman of the Board of Directors of
Blue Ridge International Products Company, each for more than 5
years.

Mr. Gantz was not appointed as the Executive Chairman of the Board
pursuant to any arrangement or understanding between him and any
other persons.

Mr. Gantz has not, except as may have occurred in connection with
his affiliation with Storage Acquisition Company, L.L.C., entered
into any related party transactions with the company since the
beginning of its last fiscal year and is not a party to any
currently proposed transactions with the company.

Mr. Gantz is not an employee of the company, and as such, has no
employment agreement with Home Products.

Philip G. Tinkler, 40, has served as the chief financial officer
of Equity Group Investments, L.L.C., a private investment firm and
has served in various other capacities for EGI and its predecessor
since 1990.

An affiliate of EGI is the managing member of the company's major
stockholder, Storage Acquisition Company, L.L.C.  Mr. Tinkler has
been Vice President - Finance and Treasurer of First Capital
Financial, L.L.C., a sponsor of public limited real estate
partnerships, since April 2001.  Mr. Tinkler also served as the
chief financial officer of Covanta Holding Corporation from
January 2003 until October 2004.

Mr. Tinkler was not selected pursuant to any arrangement or
understanding between him and any other persons.

However, pursuant to a Voting Agreement dated Oct. 28, 2004,
between Mr. Gantz and certain parties, and a Board Composition
Agreement entered into on Oct. 28, 2004, between Mr. Gantz and
certain parties, Mr. Gantz exercised his right to appoint Mr.
Tinkler as a board member.

Mr. Tinkler has not, except as may have occurred in connection
with his affiliation with Storage Acquisition, entered into any
related party transactions with Home Products since the beginning
of its last fiscal year and is not a party to any currently
proposed transactions with the company.

                        About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and markets
ironing boards, covers, and other high-quality, non-electric
consumer houseware products.  The Debtor's product lines include
laundry management products, bath and shower organizers, hooks,
hangers, home and closet organizers, and food storage containers.
Their products are sold under the HOMZ brand name, and are
distributed to hotels, discounters, and other retailers such as
Wal-Mart, Kmart, Sears, Home Depot, and Lowe's.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million and
$100 million and debts of more than $100 million.


HUNTINGTON BANCSHARES: Earns $87.7 Million in 2006 Fourth Quarter
-----------------------------------------------------------------
Huntington Bancshares Inc. reported 2006 fourth quarter earnings
of $87.7 million.  Results in the year-ago fourth quarter were
$100.6 million.

Earnings for full-year 2006 were $461.2 million compared with
$412.1 million in 2005.

Commenting on the results, Thomas E. Hoaglin, the Huntington
Bancshares' chairman, president, and chief executive officer,
said, "[u]nderlying fourth quarter performance was generally in
line with our expectations.  By utilizing a portion of the excess
capital remaining from the third quarter's reduction of federal
income taxes, we completed our balance sheet restructuring and
made a sizable contribution to the Huntington Foundation.  While
completing the balance sheet restructuring negatively impacted
reported fourth quarter results, it had the desired result of
contributing to the 6 basis point increase in our net interest
margin, and positions our margin for better performance as we head
into 2007."

                    Balance Sheet Restructuring

Subsequent to the end of the 2006 third quarter, the company
initiated a review of its investment securities portfolio.  The
objective of the review was to reposition the portfolio to
optimize performance in light of changing economic conditions and
other factors.  Such repositioning resulted in the sale of
securities and the reinvestment into securities expected to
improve the predictability of cash flows and reduce credit risk.
A total of $2.1 billion of securities, primarily consisting of
U.S. Treasury and Agency securities as well as certain other
asset-backed securities, were identified for sale.  At Sept. 30,
2006, these securities had total unrealized losses of
$57.5 million, which was recognized in the 2006 third quarter
results.

During the 2006 fourth quarter, the investment securities
portfolio restructuring was completed.  In addition, a decision
was made to broaden the balance sheet restructuring and include
refinancing a portion of FHLB funding, and to a much lesser
degree, the sale of approximately $100 million of mortgage loans.
As a result, 2006 fourth quarter results included $15.8 million
pre-tax of investment securities losses, including $6.8 million
other than temporary impairment recognized on certain securities
backed by cash flows from pools of securitized sub-prime
mortgages, and $4.4 million pre-tax of other balance sheet
restructuring costs.  The restructuring is expected to improve the
net interest margin by 8-9 basis points, of which 7 were reflected
in the fourth quarter.

Headquartered in Columbus, Ohio, Huntington Bancshares Inc.
(Nasdaq: HBAN) -- http://www.huntington.com/-- is a $35 billion
regional bank holding company headquartered in Columbus, Ohio.
Through its affiliated companies, Huntington has more than 140
years of serving the financial needs of its customers. Huntington
provides innovative retail and commercial financial products and
services through over 380 regional banking offices in Indiana,
Kentucky, Michigan, Ohio, and West Virginia.

Huntington also offers retail and commercial financial services
online at huntington.com; through its technologically advanced,
24-hour telephone bank; and through its network of nearly 1,000
ATMs. Selected financial service activities are also conducted in
other states including: Dealer Sales offices in Arizona, Florida,
Georgia, North Carolina, New Jersey, Pennsylvania, South Carolina,
and Tennessee; Private Financial and Capital Markets Group offices
in Florida; and Mortgage Banking offices in Florida, Maryland, and
New Jersey.  International banking services are made available
through the headquarters office in Columbus and an office located
in the Cayman Islands and an office located in Hong Kong.

                           *     *     *

Huntington Bancshares Inc. has a "B" individual rating from Fitch.
The rating was placed on March 1, 1999, with a stable outlook.


IMMUNE RESPONSE: Noteholder Converts $20,000 to Common Stock
------------------------------------------------------------
The Immune Response Corp. reported that a noteholder converted
$20,000 of outstanding principal balance plus accrued interest of
$1,435 into 10,718 shares of common stock pursuant to the terms of
the notes at $2 per share.

The 10,718 note conversion shares were issued to the accredited
investor noteholder pursuant to the Securities Act Section 3(a)(9)
registration exemption.

After the Jan. 24, 2007 note conversion, the aggregate outstanding
principal balance of the company's notes is $5,457,500.

Headquartered in Carlsbad, California, The Immune Response
Corporation (OTCBB:IMNR) -- http://www.imnr.com/-- is an immuno-
pharmaceutical company focused on developing products to treat
autoimmune and infectious diseases.  The Company's lead immune-
based therapeutic product candidates are NeuroVax(TM) for the
treatment of multiple sclerosis and IR103 for the treatment of
Human Immunodeficiency Virus infection.  Both of these therapies
are in Phase II clinical development and are designed to stimulate
pathogen-specific immune responses aimed at slowing or halting
the rate of disease progression.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Levitz, Zacks & Ciceric expressed substantial doubt about
The Immune Response's ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to
the Company's stockholders' deficit and comprehensive loss for
each of the years in the two-year period ended Dec. 31, 2005.


INTEGRATED HEALTH: Court Moves Claims Objection Deadline to May 2
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court
District of Delaware approved IHS Liquidating LLC's request to
further extend to May 2, 2007, its deadline to object to proofs
of claim without prejudice to IHS Liquidating's right to seek
additional extensions.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, told the Court that since the Effective
Date, IHS Liquidating LLC and its professionals have worked
diligently to:

   (i) review pending objections to certain proofs of claim
       filed in the Debtor's Chapter 11 cases;

  (ii) perform required diligence to determine which of the
       pending objections should be prosecuted;

(iii) prosecute or consensually resolve the pending claims
       objections; and

  (iv) ensure that all disputed claims are made the subject of a
       proper objection before the expiration of the deadline
       for filing claim objections.

IHS Liquidating believes it is appropriate to extend the current
deadline to avoid a circumstance where objectionable claims are
inadvertently allowed.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 112; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERNAL INTELLIGENCE: Court Okays Weiser LLP as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Internal Intelligence Service Inc. authority to employ Weiser LLP
as accountant and financial advisor, nunc pro tunc to Dec. 28,
2006.

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Weiser LLP's services will include:

     a) the preparation of complied, reviewed or audited financial
        statement reports;

     b) the preparation of federal, state and local income tax,
        sales tax, payroll tax and other tax returns;

     c) the review of all financial information prepared by the
        Debtor, including a review of the Debtor's financial
        statements as of the filing of the petition date, showing
        in detail all assets and liabilities as well as priority
        and secured creditors;

     d) monitoring of the Debtor's activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;

     e) attendance at meetings including the Debtor, creditors,
        their attorneys and consultants, if required;

     f) the review of the Debtor's periodic operating and cash
        flow statements;

     g) the review of the Debtor's books and records for
        intercompany transactions, related party transactions,
        potential preferences, fraudulent conveyances and other
        potential prepetition investigations;

     h) conducting investigations with respect to the prepetition
        acts, conduct, property, liabilities and financial
        condition of the Debtor, its management and creditors
        including the operation of its business and as
        appropriate, avoidance actions;

     i) the review and analysis of proposed transactions for
        which the Debtor seeks Court approval;

     j) assisting in a sale process of the Debtor collectively or
        in segments, if any;

     k) assisting the Debtor in developing, evaluating,
        structuring and negotiating the terms and conditions of
        all potential plans of reorganization including
        the preparation of a liquidation analysis;

     l) the analysis of claims filed;

     m) providing expert testimony on the results of its findings;

     n) assisting the Debtor in developing alternative plans,
        including contacting plan sponsors, if appropriate; and

     o) providing the Debtor with other and further accounting and
        financial advisory services, including valuation,
        accounting system and process consulting and general
        restructuring and advice with respect to financial
        business and economic issues as may arise during the
        course of the Debtor's case;

The standard hourly rates for Weiser LLP's professionals are:

       Designation                          Hourly Rate
       -----------                          -----------
       Partners/Directors                   $312 to $400
       Senior Managers                      $264 to  $312
       Managers                             $204 to  $264
       Seniors                              $168 to  $204
       Assistants                           $108 to  $132
       Paraprofessionals                     $72 to  $132

James Horgan, Esq., a partner at Weiser LLP, assured the Court
that his firm does not hold or represent any interest adverse to
the Debtor or its estate.

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.


IRON AGE: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: Iron Age Corporation
             aka Knapp
             aka Grabber
             200 Friberg Parkway Suite 2000
             Westborough, MA 01581


Bankruptcy Case No.: 07-40217

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Iron Age Canada Ltd.                       07-40219

Type of Business: The Debtor sells shoes.
                  See http://www.ironageshoes.com/

Chapter 11 Petition Date: January 22, 2007

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Christopher J. Panos, Esq.
                  Kathleen Rahbany, Esq.
                  Craig and Macauley, P.C.
                  600 Atlantic Avenue
                  Federal Reserve Plaza
                  Boston, MA 02210
                  Tel: (617) 367-9500

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
Iron Age Corporation      $1 Million to        $1 Million to
                          $100 Million         $100 Million

Iron Age Canada Ltd.      $1 Million to        $1 Million to
                          $100 Million         $100 Million

A. Iron Age Corporation's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Timberland Company        Shoes                   $2,431,269
P.O. Box 92550
Chicago, IL 60675

Soleill Inc                   Shoes                   $1,214,104
#366-1, Hasachang-Dong,
Hanam-Si
Gyeonggi-Do
Korea

Footwear Specialties          Shoes                     $529,374
International LLC
6872 North Fathom Street
Portland, OR 97217

The Falcon Footwear Company   Shoes                     $353,959
2 Cedar Street
Lewiston, ME 04240

Yung Chuang Enterprises/      Shoes                     $290,453
Ever Rite
6th Floor, No.8
Lane 609, Sec 5
Taipei

APPS Associates LLC           Suppliers                 $268,740
#12 Butterfield Lane
Westford, MA 01886

CDW Direct, LLC               Trade payable             $244,303

Forsan Ltd                    Suppliers                 $235,966

Warson Group, Inc.            Shoes                     $234,602

Kodiak Group Inc.             Trade payable             $227,036

Cofra USA                     Trade payable             $225,471

Accountemps                   Suppliers                 $200,260

UPS                           Suppliers                 $197,877

DHL Global Forwarding         Suppliers                 $195,011

Weinbrenner Shoe Company,     Shoes                     $194,106
Inc.

Skechers USA                  Shoes                     $182,841

Donnelly, Conroy &            Suppliers                 $181,559
Gelhaar, LLP

Oracle USA, Inc.              Suppliers                 $179,148

New Tradewell                 Suppliers                 $154,402

Integrated Logistics, Corp.   Suppliers                 $125,704

B. Iron Age Canada Ltd.'s 20 Largest Unsecured Creditors:

   Iron Age Canada discloses that the amounts are stated in US
   dollars given an exchange rate of $1 = CDN$1.17415

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Brooks R.M.P. Athletic LO     Shoes                     $170,613
6085 Belgrave Road
Mississauga Ontario L5R 4E6
Canada

Les Chaussures STC Inc.       Shoes                     $134,307
STC Footwear Inc 10100
Rue Colbert
Ville D'Anjou Quebec H1J-2J8
Canada

Kodiak Group Inc.             Shoes                      $97,802
6700 Century Avenue
Suite 101
Mississauga Ontario L5N-2V8
Canada

The Indeka Group              Shoes                      $94,651
2120 Bristol Circle
Oakville Ontario L6H 5R3
Canada

Terra Footwear Ltd.           Shoes                      $94,292
Terra Drive
Markdale Ontario N0C-1H0
Canada

Penske Truck Leasing Canada,  Maintenance                $37,561
Inc.                          Agreement

The Timberland Company        Shoes                      $33,302

L.P. Royer Inc.               Suppliers                  $25,852

Mister Safety Shoes           Suppliers                  $23,897

UPS                           Suppliers                  $16,667

Brian's Footwear Ltd.         Suppliers                  $14,465

Mason, John F.                Gross wages/               $12,172
                              Commissions earned

Bell Mobility                 Suppliers                  $10,745

Brockville Tractor Traile     Suppliers                   $9,084

Citi Commerce Solutions O     Miscellaneous Amount        $5,485

Doyle, Joe                    Gross wages/                $4,518
                              Commissions earned

RGIS Inventory Specialist     Suppliers                   $4,518

Raftis, Kevin                 Gross wages/                $4,499
                              Commissions earned

Work Authority                Suppliers                   $4,471

Kreis, Daniel R.              Gross wages/                $4,408
                              Commissions earned


JACUZZI CORP: S&P Junks Rating on Proposed $185 Mil. 2nd-Lien Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to West Palm Beach, Florida-based Jacuzzi Corp.

The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating to Jacuzzi's proposed $135 million
first-lien term loan and $15 million synthetic letter of credit
facility.

In addition, Standard & Poor's assigned its 'CCC+' bank loan
rating and '5' recovery rating to Jacuzzi Corp.'s proposed
$185 million second-lien term loan.  The '3' rating indicates the
expectation of meaningful recovery of principal and the '5'
indicates the likelihood of negligible recovery of principal in
the event of a payment default.

The bank loan ratings are all based on preliminary terms and
conditions.  The proceeds will be used, along with $115 million of
equity to fund Apollo Management L.P.'s $440 million acquisition
of the bath and spa division of Jacuzzi Brands Inc.

Jacuzzi Corp. will be formed upon completion of the acquisition of
Jacuzzi Brands Inc. by Apollo Management L.P. and will acquire the
bath products business of Jacuzzi Brands Inc.  In addition,
Jacuzzi Corp. will be highly leveraged, with pro forma debt of
about
$335 million and debt to EBITDA of about 4.7x at closing.

"The stable outlook reflects our expectations that Jacuzzi Corp.
will perform at a level appropriate for the rating, despite the
declining U.S. housing market," said Standard & Poor's credit
analyst John Kennedy.

"We could revise the outlook to negative if the company has
further meaningful sales or margin deterioration or if debt levels
remain aggressive.  It is unlikely that we would revise the
outlook to positive, given the expected credit metrics, which
would be weak for the rating."


JARDEN CORP: S&P Holds B+ Corp. Credit Rating and Shifts Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Rye, New York-based diversified consumer products manufacturer
Jarden Corp. to stable from negative.

Ratings on the company, including the 'B+' corporate credit
rating, were affirmed.

In addition, Standard & Poor's assigned its 'B-' rating to
Jarden's planned $400 million senior subordinated notes offering.
The transaction is expected to close on or around Feb. 13, 2007.
Proceeds from the offering will be used to refinance $180 million
of 9.75% senior subordinated notes due 2012, with the remainder
to be used to pay down a portion of the term loan debt under the
company's existing senior secured credit facility.

Total funded debt outstanding at Jarden was about $1.4 billion as
of Dec. 31, 2006.  Following the company's proposed refinancing,
Standard & Poor's expects total debt to remain close to the
current level.

"The outlook revision follows Jarden's improved operating
performance for its fiscal year ended Dec. 31, 2006, as well as
the corresponding improvement in key credit protection measures,"
noted Standard & Poor's credit analyst Rick Joy.

"Pro forma for the 12-month period ending Dec. 31, 2006 and the
expected refinancing, we estimate total debt to EBITDA to be in
the 3.5x-4.0x range, compared with 4.6x for the 12 months ended
Sept. 30, 2006."

The rating on Jarden reflects the highly competitive and
challenging operating environment in the company's Consumer
Solutions segment, its aggressive acquisition orientation, and its
still high debt leverage.  These risk factors are somewhat offset
by the company's diversified business portfolio, increased scale
following a series of acquisitions, organic growth, and good
market positions within numerous product categories.

As a result of acquisition activity, adjusted debt leverage grew
to about 4.6x for the 12 months ended Sept. 30, 2006, from about
3.5x at the end of 2004.

However, following several quarters of improved operating
performance, Standard & Poor's estimates year-end leverage to be
about 3.6x.  Expected adjusted EBITDA margins of close to 12% in
2006 have also improved, from less than 11% in 2005.

While Standard & Poor's expects the company will continue to
pursue acquisitions as a significant part of its growth strategy,
the continued successful integration of acquisitions will be a key
factor in Jarden's ability to further improve profitability and
sustain its improved credit metrics.  No significant debt-financed
share repurchases are factored into the current rating.


KINDER MORGAN: Reports 26% Increase in Net income for FY 2006
-------------------------------------------------------------
Kinder Morgan, Inc. reported a net income for FY 2006 from
continuing operations before certain items of $674.4 million
compared to $532.3 million for FY 2005.

Income from continuing operations including the certain items was
$699.2 million, or $5.18 per diluted common share, compared to
$529.9 million, or $4.25 per share in 2005.

KMI's continuing operations before certain items exclude the U.S.
Retail business, which, as reported during the third quarter, is
expected to be sold to GE Energy Financial Services in a
transaction that is anticipated to close in the first quarter of
this year.

Including Retail, which is now in discontinued operations, KMI's
2006 earnings before certain items would have been $5.17 per
diluted common share.  KMI's published budget, which included
Retail, called for $5.00 earnings per share.

For the fourth quarter, income from continuing operations before
certain items was $198 million, or $1.46 per diluted common share,
compared to $154.3 million, or $1.21 per share, for the same
period last year.

Income from continuing operations including the certain items was
$212.1 million, or $1.57 per diluted common share, compared to
$166.9 million, or $1.31 per share, for the same period last year.

Certain items had a positive impact on 2006 earnings of $0.18 per
diluted common share and included gains from a decrease in
deferred tax liability and a non-cash, non-recurring charge
related to the financing of the Terasen Inc. acquisition.  In the
fourth quarter, certain items included a $0.10 per diluted common
share gain for a decrease in deferred tax liability.

The board of directors declared a quarterly dividend of $0.875,
which will be payable on Feb. 14, 2007, to shareholders of record
as of Jan. 31, 2007.

                     About Kinder Morgan, Inc

Based in Houston, Texas, Kinder Morgan, Inc. (NYSE:KMI US)
-- http://www.kindermorgan.com/-- owns and operates approximately
43,000 miles of pipelines that transport primarily natural gas,
crude oil, petroleum products and CO2; more than 150 terminals
that store, transfer and handle products like gasoline and coal;
and provides natural gas distribution service to over 1.1 million
customers.  KMI owns the general partner interest of Kinder Morgan
Energy Partners (KMP), one of the largest publicly traded pipeline
limited partnerships in the United States.  Combined, the
companies have an enterprise value of more than $35 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Standard & Poor's Ratings Services lowered Kinder Morgan Inc.'s
$10 million Debenture-Backed Series 2002-6 Trust to 'BB-' from
'BBB', and removed it from CreditWatch, where it was placed with
negative implications June 1, 2006.

The lowered rating reflects the Jan. 5, 2007 downgrade of the
underlying securities, consisting of $11 million 7.45% senior
debentures issued by Kinder Morgan Inc. due March 1, 2098, and the
removal of the rating from CreditWatch negative.


KINETIC CONCEPTS: Earns $371.5 Million in 2006 Fourth Quarter
-------------------------------------------------------------
Kinetic Concepts Inc. reported fourth quarter 2006 total revenue
of $371.5 million, an increase of 15% from the fourth quarter of
2005.  Total revenue for the full year of 2006 was $1.37 billion,
a 13% increase from the prior year.

Foreign currency exchange movements favorably impacted total
revenue for the fourth quarter and full year of 2006 by 2% and 1%,
respectively, compared to the corresponding periods of the prior
year.

                     Fourth Quarter Highlights

   -- V.A.C. revenue increased 18% to $293.2 million from
      $248.6 million in the prior-year period.

   -- Total revenue increased 15% to $371.5 million from
      $322 million in the prior-year period.

   -- Share-based compensation expense under FAS 123R reduced net
      earnings by $4 million.

   -- Net earnings were $51.3 million, an increase of 11% from
      $46.4 million in the prior-year period.

   -- Net earnings per diluted share were $0.73, an increase of
      14% from $0.64 in the prior-year period

Net earnings for the fourth quarter of 2006 were $51.3 million,
an 11% increase from $46.4 million for the same period last year.
Net earnings per diluted share for the fourth quarter of 2006
increased 14% to $0.73 per diluted share compared to $0.64 per
diluted share for the same period in the prior year.  For the
full year of 2006, net earnings were $195.5 million, up 60% from
$122.2 million for the prior year.  Net earnings per diluted share
for the full year of 2006 were $2.69, an increase of 61% from last
year.

"I am pleased with our fourth quarter performance.  The Company
achieved a significant milestone of over one billion dollars in
V.A.C. revenue during 2006," said Catherine Burzik, President and
Chief Executive Officer of the company.  "During my first few
months here, we have begun to lay the foundation for what we
expect will be a year of continued revenue growth, improved
global processes and fiscal discipline."

During the third quarter of 2005, the company reached an agreement
to settle a 13-year old litigation case.  The settlement payment
resulted in a charge of $72.0 million.

A full-text copy of the company's regulatory filling is available
for free at: http://ResearchArchives.com/t/s?1941

                      About Kinetic Concepts

Kinetic Concepts Inc. (NYSE: KCI) -- http://www.kci1.com/--  
designs, manufactures, markets and provides a wide range of
proprietary products that can improve clinical outcomes while
helping to reduce the overall cost of patient care.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2006,
Moody's Investors Service's confirmed the company's Ba2 Corporate
Family Rating.  Additionally, Moody's assigned its Senior Secured
Revolving Credit Facility due 2009 at Ba1, Senior Secured Term
Loan B due 2010 at Ba1, and Unsecured Subordinated Notes due 2013
at B1.


LA PETITE: S&P Withdraws B- Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Servicestoday withdrew its ratings on
Chicago, Illinois-based La Petite Academy Inc., including the
'B-' corporate credit rating.

The sale of La Petite to ABC Learning Corp., an Australian
company, closed on Jan. 26, 2006, and all existing debt was
repaid.


LEON GOLUMB: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Leon Golumb
        335-343 Throop Avenue
        Brooklyn, NY 11221

Bankruptcy Case No.:

Type of Business:

Chapter 11 Petition Date: January 31, 2007

Court: Eastern District of New York (Brooklyn)

Judge: 07-40525

Debtor's Counsel: Arnold Mitchell, Esq.
                  Greene Robinson Brog Leinwand Greene, et al.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164

Total Assets: $2,013,080

Total Debts:  $2,795,362

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


LIGHTPOINT PAN: Moody's Rates EUR9.5 Mil. Class E Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by LightPoint Pan-European CLO 2006 p.l.c.:

   -- Aaa to EUR220,000,000 Class A Floating Rate Notes Due 2022;

   -- Aa2 to EUR23,500,000 Class B Floating Rate Notes Due 2022;

   -- A3 to EUR20,500,000 Class C Deferrable Floating Rate Notes
      Due 2022;

   -- Baa3 to EUR20,000,000 Class D Floating Rate Notes Due 2022;
      and,

   -- Ba3 to EUR9,500,000 Class E Floating Rate Notes Due 2022.

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.

LightPoint Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


MACH ONE: S&P Lifts Rating on Class N Certificates to B+ from B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes of Mach One 2004-1 LLC's commercial mortgage-backed
securities pass-through certificates.

Concurrently, the ratings were affirmed on five other classes from
the same series.

The upgrades primarily reflect the positive credit migration of
the underlying CMBS collateral.  The affirmations reflect credit
support levels that adequately support the existing ratings.

As of the Dec. 29, 2006, remittance report, the collateral pool
consisted of 59 classes of subordinated fixed-rate CMBS
pass-through certificates with an aggregate principal balance of
$629.3 million, down from 60 certificates totaling $643.3 million
at issuance.  The collateral pool represents 40 distinct CMBS
transactions issued between 1996 and 2003.

Twenty-nine percent of the collateral balance is concentrated in
five underlying transactions:

   -- Asset Securitization Corp., series 1996-D2, 8%;

   -- NationsLink Funding Corp., series 1998-1, 6%;

   -- Credit Suisse First Boston Mortgage Securities Corp.,
      series 1998-C2, 5%;

   -- Chase Commercial Mortgage Securities Corp., series
      1997-C2, 5%; and,

   -- GMAC Commercial Mortgage Securities Inc., series 1997-C1,
      5%.

The 40 CMBS transactions are collateralized by 5,830 loans with an
outstanding principal balance of $28.4 billion, down from 9,746
loans with an aggregate principal balance of $50.5 billion at
issuance.  Currently, 55% of the certificates are either
investment-grade or were assigned credit estimates commensurate
with investment-grade obligations, compared with 14% at issuance.

Since the collateral for the mortgage certificates consists of
CMBS pass-through certificates rather than mortgage loans, there
is not a direct relationship between real estate losses in the
loan pools and losses realized by the series 2004-1 transaction.
Losses associated with the mortgage loans are first realized by
the CMBS trusts that issued the pass-through certificates secured
by the mortgage loans.  The losses on the pass-through certificate
balances are then allocated to the balances of the series 2004-1
mortgage certificates.  The resultant credit enhancement levels
adequately support the raised and affirmed ratings.

                         Ratings Raised

                        Mach One 2004-1 LLC

               Commercial Mortgage-Backed Securities
                     Pass-Through Certificates

                       Rating
                       ------
           Class     To      From   Credit enhancement
           -----     --      ----   ------------------
           B         AAA     AA          30.67%
           C         AA+     AA-         29.00%
           D         AA      A           24.53%
           E         AA-     A-          23.38%
           F         A+      BBB+        20.57%
           G         A       BBB         18.14%
           H         BBB+    BBB-        15.84%
           J         BBB     BB+         13.03%
           K         BBB-    BB          11.63%
           L         BB+     BB-         10.35%
           M         BB-     B+           8.95%
           N         B+      B            7.92%

                         Ratings Affirmed

                        Mach One 2004-1 LLC

               Commercial Mortgage-Backed Securities
                      Pass-Through Certificates

                Class   Rating   Credit enhancement
                -----   ------   ------------------
                A-1     AAA            38.84%
                A-2     AAA            38.84%
                A-3     AAA            38.84%
                O       B-              6.90%
                X       AAA             N/A

                       N/A -- Not applicable.


MASTR TRUST: Moody's Puts Ratings on Review for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service reviews three classes issued by MASTR
Second Lien Trust 2005-1 and 2006-1 for possible downgrade.

The underlying collateral for these deals consists of
second-lien, fixed-rate residential mortgage loans.

These subordinate classes are under review for possible downgrade
based on the low credit enhancement levels compared to the
projected losses.  The credit protection is deteriorating due to
the high loss severities and realized losses.

These are the rating actions:

   * MASTR Second Lien Trust

      -- Series 2005-1, Class M-8, Currently: Ba2; under review
         for possible downgrade.

      -- Series 2006-1, Class M-7, Currently: Ba1; under review
         for possible downgrade.

      -- Series 2006-1, Class M-8, Currently: Ba2; under review
         for possible downgrade.


MERITAGE MORTGAGE: Moody's Places Ba1 Certificate Rating on Review
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade two classes of certificates from one of the Meritage
Mortgage Loan Trust deals in 2004.  The notes are backed by
average subprime collateral, consisting primarily of adjustable
rate mortgages.

Moody's will assess whether rate resets and resulting prepayments
may have contributed to the deterioration in credit quality of the
pool in the past year, resulting in higher than expected projected
tail-end losses.

These are the rating actions:

   * Meritage Mortgage Loan Trust 2004-1

   * Review for Possible Downgrade

      -- Class M-8, current rating Baa3
      -- Class B-1, current rating Ba1


MESABA AVIATION: Sells Northwest Claim to Goldman Sachs
-------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Mesaba Aviation Inc., dba
Mesaba Airlines, to sell its $145,000,000 bankruptcy claim against
Northwest Airlines Corp., to Goldman Sachs Credit Partners, L.P.,
according to published reports.

Goldman Sachs won the bidding at the auction held on Jan. 29,
2007.  Goldman Sachs will buy half of the claim for 86% of its
value; and the other half for 86.25% of its value.

Mesaba is expected to receive $124,881,250 in the aggregate from
the sale.

Mesaba, in consultation with MAIR Holdings, Inc., and Mesaba's
Official Committee of Unsecured Creditors, determined that
Goldman Sach's offer was the best bid received.

The auction was conducted by telephone.  Several bidders
participated.  Mesaba, though, did not identify the competing
bidders.

"It's an integral part of our restructuring plan and keeps us
moving forward," Mesaba spokeswoman Elizabeth Costello told
Bloomberg News in an interview.

The closing of the sale to Goldman Sach is subject to (a) the
allowance of the Northwest Claim for $145,000,000 in Northwest's
Chapter 11 case pending in the U.S. Bankruptcy Court for the
Southern District of New York, and (b) confirmation of Mesaba's
Plan of Reorganization.

Mesaba last week signed a definitive agreement with Northwest.
Mesaba, which operates as a Northwest Jet Airlink and Airlink
partner under prepetition service agreements with Northwest, will
receive a $145,000,000 unsecured claim in Northwest's Chapter 11
case in exchange for 100% of Mesaba's new common stock to be
issued on the effective date of Mesaba's Plan.

Mesaba will use the sale proceeds to pay off creditors.  Mesaba
has estimated bankruptcy claims against the estate to total about
$90,000,000.

Assuming Mesaba's claims are between $90,000,000 and
$100,000,000, and assuming that Mesaba is able to monetize its
Northwest Claim at the current market price of 85% to 95% of the
total allowed claim, MAIR Holdings, Inc., Mesaba's parent, said
it could receive around $30,000,000 to $60,000,000 after all
distributions are made in accordance with Mesaba's Plan.

As part of the sale, Mesaba will grant Marathon Structured
Finance Fund LP, its DIP lender, a replacement lien in the sale
proceeds.

                        About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MICHELEX CORP: Hires NY Investment Firm to Complete AGPro Purchase
------------------------------------------------------------------
Michelex Corp. has signed an Exclusive Investment Banking
agreement with JH Darbie, located at 99 Wall Street New York, to
arrange financing for up to $5 million, in order to consummate the
purchase of the AGPro soybean crushing and soybean oil refining
assets located at Massena, New York, in St. Lawrence County.  JH
Darbie has stated several factors that lend insight toward their
confidence in carrying out this raise, geared to enable Michelex
to enter the rapidly growing soybean oil refining and processing
business.

The soybean market has been bolstered primarily due to recent
trans-fat replacement regulations, as well as momentum towards
alternative fuel and increased demand for Bio-diesel.  St.
Lawrence County is an ideal location for operating a Soybean
Processing Plant as it provides among the lowest electrical power
cost in the country; St Lawrence County has readily available
farmland, and enjoys proximity to the country's largest East Coast
population.

"Sales in our plastics business continue to ramp up nicely now
that we have eliminated our debt to Wells Fargo Business Credit,"
Thomas Gramuglia, Chief Executive Officer of Michelex also
commented from its headquarters in Utah.  "We are also excited
about our Plastics' Business Outlook for 2007, and share JH
Darbie's enthusiasm for value driven opportunities."

                      About JH Darbie & Co.

JH Darbie & Co. is a financial services firm specializing in
private client services, investment banking, financial advisory,
institutional investing, and corporate finance.  Their network of
over 5000 retail clients and numerous institutional investors in
both the U.S. and overseas has placed JH Darbie under management
of nearly $500M in assets.  JH Darbie has over 30 professionals on
staff as well as a network of professional and legal advisors with
vast experience in all facets of corporate proceedings.
Additionally, JH Darbie has a high tier Internet presence with an
online trading platform for retail and institutional clientele.

                        About Michelex Corp.

Michelex Corp. provides precision products manufactured with
state-of-the-art equipment.  Michelex Division manufactures,
imports and distributes Optical Media Packaging products.  It also
produces, imports, and distributes a complete line of plastic
injection molded multimedia packaging products.  Michele Audio
Division replicates services for the spoken words industry.  It
also owns a large catalogue of music which the company intends to
market.

As reported in the Troubled Company Reporter on Dec. 7, 2006, the
company's balance sheet, at Sept. 30, 2006, showed $4.6 million in
total assets and $9.3 million in total liabilities, resulting in a
$4.7 million total stockholders' deficit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Seligson & Giannattasio LLP expressed substantial doubt about
Michelex 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 pointed to the company's
significant recurring losses and dependence on its ability to meet
its future needs and the success of its future operations on the
realization of a major portion of its assets.


MICHNER PLATING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michner Plating Company
        530 North Mechanic Street
        Jackson, MI 49201

Bankruptcy Case No.: 07-41668

Type of Business: The Debtor offers metal plating and coating
                  services.

Chapter 11 Petition Date: January 29, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Michael J. Panek, Esq.
                  Dudley & Panek, P.C.
                  2846 East Grand River
                  East Lansing, MI 48823
                  Tel: (517) 332-7100

Total Assets: $6,933,884

Total Debts:  $2,758,635

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Haviland Chemicals            Accounts receivable       $200,174
421 Ann Street Northwest      Value of security:
Grand Rapids, MI 49504-2075   $171,347

MIM W.C. Fund                 Arrears and WC            $172,375
30600 Northwestern Highway    installs
Farmington, MI 48333

Consumers Energy              Energy services           $114,633
4000 Clay Avenue Southwest
Grand Rapids, MI 49548

Jackson Water Collection                                 $43,585

Michigan Conference of        Premiums                   $30,366
Teamsters

Corporate Security Solutions  Guard services             $27,113

Jackson City Treasurer        Wastewater, general        $24,400
                              general fund

Chemprotect, Inc.             Materials                  $21,888

PhP of South Michigan         Insurance premiums         $21,235

Vericore                      Wagerson settlement        $20,945

Benchmark Products, Inc.      Materials                  $20,190

Fasco Industrial Service                                 $17,364

Walton Agency, Inc.           Crime policy               $15,294

Univar USA Inc.               Caustic soda               $12,995

Kimya Products                Materials                  $12,436

Acardia Staffing Resources    Temporary staffing         $11,823

W/A Foote Hospital            Medical care               $11,579

Phoenix Sales, LLC            Salesman's                 $11,404
                              commission

A & M Electric, L.L.C.        Repairs                    $10,773

Mid Michigan Environmental    Misc. Supplies              $9,216


MISTY HARBOR: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Misty Harbor, LLC
        9927 Stephen Decatur Highway, Suite 17
        Ocean City, MD 21842

Bankruptcy Case No.: 07-10865

Chapter 11 Petition Date: January 29, 2007

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Robert Keith McIntosh, Esq.
                  McIntosh and Schanno
                  212 North Main Street
                  Berlin, MD 21811
                  Tel: (410) 641-0527

Total Assets: $59,111,000

Total Debts:  $24,008,441

Debtor's Four Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   County Taxes                                          $49,224
   Office of the Treasurer, Room 1105
   One West Market Street
   Snow Hill, MD 21863

   Town of Ocean City                                    $27,802
   P.O. Box 5000
   Ocean City, MD 21842

   Town of Ocean City                                     $7,678
   P.O. Box 5000
   Ocean City, MD 21842

   Delmarva Power                                         $3,320
   P.O. Box 17000
   Wilmington, DE 19886


MORGAN STANLEY: Moody's Cuts Ratings on 2 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service downgrades two certificates issued by
Morgan Stanley ABS Capital I Inc.  The underlying collateral
consists of fixed-rate and adjustable-rate, first-lien residential
mortgage loans.

These subordinate classes have been downgraded based on the low
credit enhancement levels compared to the current loss
projections.  The overcollateralization amount is declining far
below its required level due to the rising loss severities and
realized losses.

These are the rating actions:

   * Morgan Stanley ABS Capital I Inc., Series 2002-HE3

      -- Class B-1, Downgraded from Baa2 to B1
      -- Class B-2, Downgraded from Baa3 to B3


NEXTSTEP ACCOMMODATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: NEXTSTEP Accommodation, L.L.C.
        dba Super 8 Motel
        5445 South I-35
        Alvarado, TX 76009

Bankruptcy Case No.: 07-40331

Type of Business: The Debtor operates a motel.

Chapter 11 Petition Date: January 31, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Matthew G. Maben, Esq.
                  Forshey & Prostok, L.L.P.
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855
                  Fax: (817) 877-4151

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


NYACK HOSPITAL: Moody's Withdraws B3 Rating on Series 1996 Bonds
----------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 rating assigned to
approximately $12 million of Nyack Hospital's Series 1996 bonds
following the defeasance and subsequent redemption of all of the
bonds on Jan. 25, 2007.

The bonds were issued through the Dormitory Authority of the State
of New York.  Nyack Hospital has no other rated debt outstanding.


OMNITECH CONSULTANT: Proposes to Exchange 100% of Debt to Equity
----------------------------------------------------------------
Omnitech Consultant Group Inc., aka Groupe Conseil Omnitech Inc.,
and its wholly owned subsidiaries, Toptech Groupe Conseil Inc.,
Groupe de Gestion GCO Inc., Groupe Isac Inc. and Groupe Cadec Inc.
filed proposals to their creditors at the court's registry on
Jan. 31, 2007.  The proposals present to the creditors an offer
for the payment of 100% of the value of their claims in common
shares of GCO at a price per share of $0.05.

The creditors meeting will be held on or around Feb. 21, 2007,
and, in order to be accepted, the propositions will have to obtain
the approval of at least 66% of the value of the claims and 50%
plus one of the number of creditors allowed to vote at the
meeting.

The issuance of the shares is however subject to the approval of
GCO's shareholders at a special assembly that will take place
on March 12, 2007, as well as the approval of the TSX Venture
Exchange and the competent regulatory authorities.

GCO's directors and officers are presently the object of a
Management CTO prohibiting them to trade GCO securities.  A
request to this effect has been filed to the regulatory
authorities when it became apparent that GCO would not be able to
file its year-end audited financial statements and management
report within the prescribed delays.  Furthermore, GCO will not be
able to file its financial statement and management report for the
quarter ended Nov. 30, 2006.

As reported in the Troubled Company Reporter on Jan. 5, 2007, the
reason of the delay, namely the procedures related to the filing
of the notice of intent to make a proposal to creditors in
accordance with the provisions of the Bankruptcy and Insolvency
Act.

On Jan. 12, GCO asked and obtained from the courts a 45-day
extension to the delay expiring on Jan. 15, 2007 for the filing of
the proposal to its creditors.

                About Omnitech Consultant Group Inc.

Based in Qubec City, Quebec, Omnitech Consultant Group Inc. aka
Groupe Conseil Omnitech Inc. (TSX VENTURE: GCO) offers solutions
as a one-stop-shop in engineering, information technology and
systems maintenance.  GCO integrates new technologies or optimizes
existing systems by applying cutting-edge expertise currently used
in the best practices.  GCO and its subsidiaries filed for
creditor protection in accordance with the provisions of the
Bankruptcy and Insolvency Act on Oct. 31, 2006.
PricewaterhouseCoopers Inc. has been retained as trustee.


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

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

As the Debtors' bankruptcy counsel, Howard Rice will:

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

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

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

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

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

The Debtors will pay for Howard Rice's services according to the
firms' standard hourly rates:

        Category                       Hourly Rate
        --------                       -----------
        Attorneys                      $215 to $750
        Legal Assistants                $80 to $230

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

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

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

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

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

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

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

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

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

                      About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 3, http://bankrupt.com/newsstand/or
215/945-7000).


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

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

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

As the Debtors' counsel, Jordan Hyden will:

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

   (b) prepare all schedules and statements;

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

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

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

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

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

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

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

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

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

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

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

                        About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on April 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 3, http://bankrupt.com/newsstand/or
215/945-7000).


PERFORMANCE TRANSPORTATION: March 14 is Admin. Claims Bar Date
--------------------------------------------------------------
The Honorable Michael J. Kaplan of the U.S. Bankruptcy Court for
the Western District of New York set March 14, 2007, as the
deadline for filing requests for administrative expenses, pursuant
to Section 503 of the Bankruptcy Code.

All requests must be submitted in a form in accordance with the
Bankruptcy Code, the Bankruptcy Rules and the local rules of the
Bankruptcy Court.  If parties-in-interest fail to file a timely
request for allowance of an administrative expense claim, the
claim will not be allowed by the Court or paid.

Furthermore, the court notes that all proofs of claim arising
from the rejection of executory contracts or unexpired leases
must be filed with BMC Group, Inc., the Debtors' voting agent, no
later than March 14, 2007.

Any Claims arising from the rejection of an executory contract or
unexpired lease for which claims were not timely filed within
that time period will be forever barred from assertion against
the Debtors or the Reorganized Debtors, their estates and
property, and the Liquidating Trustee and Liquidating Trust
unless otherwise ordered by the Bankruptcy Court.

Professionals seeking an allowance for compensation or
reimbursement of expenses have until Feb. 26, 2007, to file a
final application for professional fees and expenses.

                About Performance Transportation

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)

As reported in the Troubled Company Reporter, on Jan. 30, 2007,
Performance Transportation Services Inc.'s Plan of Reorganization
became effective on Jan. 29, 2007, marking the company's emergence
from its voluntary Chapter 11 proceeding.

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


PERFORMANCE TRANSPORTATION: Union Has Prepetition Unsecured Claim
-----------------------------------------------------------------
The Honorable Michael J. Kaplan of the U.S. Bankruptcy Court for
the Western District of New York has determined that the Local
Union No. 557 Pension Fund's Withdrawal Liability Claim is a
prepetition unsecured claim, and is not entitled to any
administrative expense or priority status under the U.S.
Bankruptcy Code.

For purposes of both allowance and distribution, Judge Kaplan
estimates the amount of the Withdrawal Liability Claim that
constitutes an administrative claim and a priority claim to $0.

                         Prior Objections

Freight Drivers and the Local Union 557 had objected to the
Debtors' request to set their claim as a prepetition unsecured
claim.  The parties pointed out that a portion of the Withdrawal
Liability Claim is eligible for administrative priority since it
is attributable to employment services provided to the Debtors
postpetition.   The Local Union 557 argued that the Court should
determine that the amount for the portion of the Withdrawal
Liability Claim entitled to administrative priority is $2,184,303.

                About Performance Transportation

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)

As reported in the Troubled Company Reporter, on Jan. 30, 2007,
Performance Transportation Services Inc.'s Plan of Reorganization
became effective on Jan. 29, 2007, marking the company's emergence
from its voluntary Chapter 11 proceeding.

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


PILLOWTEX CORP: Plan Confirmation Hearing Set for February 13
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware set a hearing at 10:00 a.m., on Feb. 13,
2007, to consider the confirmation of Pillowtex Corporation and
its debtor-affiliates' Joint Plan of Reorganization.

The hearing will be held at 824 Market Street, Courtroom #2 in
Wilmington, Delaware.

Judge Walsh had approved the Debtor's Disclosure Statement on
Dec. 18, 2006.

Objections to the confirmation, if any, must filed no later than
4:00 p.m., E.S.T., on Feb. 2, 2007, to:

         The Clerk of the Bankruptcy Court
         District of Delaware
         824 Market Street, 3rd Avenue
         Wilmington, DE 19801

         Office of the US Trustee
         Attn: David M. Klauder, Esq.
         844 King Street, Suite 2207
         Wilmington, DE 19801

      Counsel to Debtors:

         Debevoise & Plimpton, LLP
         Attn: Richard F. Hahn, Esq.
         919 Third Avenue
         New York, NY 1002

         Morris, Nichols, Arsht, & Tunnell LLP
         Attn: William H. Sudell, Jr., Esq.
         1201 North Market Street, P.O. Box 1347
         Wilmington, DE 19899

      Counsel to the Official Committee of Unsecured Creditors:

         Hahn & Hessen LLP
         Attn: Mark Indeticato, Esq.
         488 Madison Avenue
         New York, NY 10022

         Blank Rome LLP
         Attn: Jason W. Staib, Esq.
         1201 Market Street
         Wilmington, DE 19801

                         Plan Overview

The Plan provides for the substantive consolidation of the estates
of the Debtors.  On the effective date, each Debtor other than
Pillowtex will be deemed merged into Pillowtex and:

     -- all guarantees of any Debtor for the payment, performance
        or collection of obligation of any other Debtor will be
        eliminated and cancelled;

     -- any obligation of any Debtor and all guarantees by one or
        more of the other Debtors will be deemed to be a single
        claim against the Consolidated Debtors;

     -- all joint obligations of two or more of the Debtors and
        all multiple claims against any Debtor on account of these
        joint obligations will be treated and allowed only as a
        single claim against the Consolidated Debtors; and

     -- each proof of claim filed against any Debtor will be
        deemed filed only against the Consolidated Debtors and
        will be deemed a single obligation of the consolidated
        Debtors.

                       Treatment of Claims

Holders of Priority Claims, estimated at $150,000, will be paid
the full amount of their allowed claims on the effective date.

Holders of other secured claims, totaling $5.5 million, will
receive the collateral securing their claim.   Any excess amount
of the allowed claim over the value of the collateral will be
treated as a general unsecured claim.

Convenience Claims are estimated to amount to $12.5 million.  Each
person holding a convenience claim will recover 10% of the allowed
claim on the effective date.

Holders of General Unsecured Claims, totaling $172.5 million, will
receive a pro rata share of the beneficial interests, the initial
distribution amount and interim distribution amounts.

On the effective date, the Pillowtex Equity and Securities Trading
Claims will be cancelled and holders will not be entitled to
receive or retain any property or interest.  Likewise, all
subsidiary equity will be cancelled and holders will get nothing
under the plan.

A copy of the Disclosure statement is available for free
at http://ResearchArchives.com/t/s?14b6

                     About Pillowtex Corp.

Based in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
Chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  Jason W.
Staib, Esq., and Mark J. Packel, Esq., at Blank Rome LLP represent
the Official Committee of Unsecured Creditors.  On July 30,
2003, the company listed $548,003,000 in assets and $475,859,000
in debts.


PINE RIVER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pine River Plastics, Inc.
        1111 Fred Moore Highway
        Saint Clair, MI 48079

Bankruptcy Case No.: 07-42051

Type of Business: The Debtor manufactures plastic injection
                  molding.  See http://www.prplastics.com/

Chapter 11 Petition Date: February 1, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Brendan G. Best, Esq.
                  Ronald L. Rose, Esq.
                  Dykema Gossett PLLC
                  400 Renaissance Center 36th Floor
                  Detroit, MI 48243
                  Tel: (313) 568-5464

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Display Pack                  Trade                   $2,433,235
1340 Monroe Northwest
Grand Rapids, MI 49505

Polyone Distribution          Trade                     $859,896
4075 Millennium Boulevard
Massillon, OH 44646

Lakeland Finishing            Trade                     $652,941
3520 Kraft Avenue
Grand Rapids, MI 49512

Brillcast, Inc.               Trade                     $551,093
3400 Wentworth Drive, S.W.
Grand Rapids, MI 49509

Ashland Distribution Co.      Trade                     $437,504
5200 Blazer Parkway
Dublin, OH 43017

GE Polymerland                Trade                     $436,205
9930 Kincey Avenue
Huntsville, NC 28078

NYX, Inc.                     Trade                     $262,154

Orbis                         Trade                     $218,228

Tierline, Inc.                Trade                     $215,195

Crest Mold Technology, Inc.   Trade                     $213,583

Donato Enterprises, Inc.      Trade                     $192,859

Cybershield of Texas          Trade                     $183,818

BASF                          Trade                     $170,335

St. Clair Packaging           Trade                     $158,946

Portland Products             Trade                     $148,893

Dott Industries               Trade                     $148,428

JM Packaging                  Trade                     $142,616

Adept Plastic Finishing Inc.  Trade                     $142,532

King Properties               Trade                     $138,000

Collins & Aikman Canada CO.   Trade                     $124,221


PNA GROUP: Moody's Junks Rating on Proposed $150 Mil. Senior Note
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to PNA
Intermediate Holding Corporation's proposed $150 million of senior
unsecured floating rate PIK toggle notes and assigned B2 corporate
family and probability of default ratings to Holdco, which owns
PNA Group, Inc.

The net proceeds of the Holdco note offering will be used to pay a
$142 million shareholder dividend and fees and expenses.  In a
related action, Moody's affirmed the B3 rating for PNA Group's
senior unsecured notes.  If the proposed financing concludes as
planned, Moody's will withdraw the existing B1 corporate family
and probability of default ratings for PNA Group.

Moody's convention is to assign these "issuer" ratings to the
highest level in a family's corporate structure that has rated
debt.  The rating outlook for the group is stable.

These ratings were assigned:

   * PNA Intermediate Holding Corporation

      -- $150 million of senior unsecured floating rate PIK
         toggle notes due 2013, Caa1, LGD6, 92%

      -- corporate family rating, B2

      -- probability of default rating, B2

This rating was affirmed:

   * PNA Group, Inc.

      -- B3 to the $250 million of 10.75% guaranteed senior
         secured notes due 2016, LGD4, 67%

The downgrade of the group's corporate family rating results from
the additional debt added to the consolidated group.  Based on pro
forma consolidated adjusted debt of $617 million, debt to LTM
EBITDA for Holdco is 4.2x.  The Holdco debt also imposes a heavy
burden on PNA Group to service, via upstream dividends, the
interest on the Holdco notes.

After the initial interest period, interest on the Holdco notes
can either be paid in cash or, alternatively, paid in kind at a
higher interest rate.  If the Holdco note interest is assumed to
be paid in cash, then Moody's anticipates that the group's free
cash flow will be a relatively modest 1.5-3% of total debt, which
is due, in part, to the company's slim profit margins, but also
assumes a less favorable steel market than in recent years.

The ratings also reflect its susceptibility to earnings
compression due to cyclical downturns in the steel, construction,
energy, or machinery and equipment manufacturing industries, the
potential for the company to make acquisitions, and the potential
for Platinum Equity to take additional equity distributions.

Holdco's and PNA Group's ratings positively reflect the company's
moderate size, favorable market position, geographic, product and
end-market diversification, and adequate liquidity.

The ratings also recognize the generally stable cash flow of steel
distributors due to the correlation between selling prices and
metal purchases, the countercyclical nature of working capital,
and modest capital expenditure requirements.

The Caa1 rating for the Holdco notes reflects their 92%
loss-given-default, which is a function of the notes' structural
subordination to all other obligations at Holdco and PNA Group.
While the B3 rating for PNA Group's senior unsecured notes did not
change as a result of the proposed Holdco notes, the LGD for the
senior unsecured notes fell to 67% from 79% under the old
structure.  The improvement reflects the loss absorbing capacity
of the new Holdco notes, although this is offset by the higher
probability of default, hence the B3 rating affirmation.

Moody's previous rating action for PNA Group, Inc. was on
July 25, 2006, when the B3 rating for its senior unsecured notes
was assigned.

PNA Group, Inc., headquartered in Atlanta, operates 22 steel
service centers throughout the US and manages five joint ventures.
For the 12 months ended Sept. 30, 2006, it had sales of
$1.56 billion.


PNA GROUP: S&P Places Corporate Credit Rating at 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on steel processor and distributor PNA Group Inc.

At the same time, Standard & Poor's assigned its 'B+' corporate
credit rating to PNA Intermediate Holding Corp., PNA's parent
holding company, and its 'B-' senior unsecured debt rating to PNA
Intermediate's proposed $150 million floating rate senior toggle
notes due 2013, based on preliminary terms and conditions.  The
notes are not guaranteed by PNA or its subsidiaries.

The outlook is stable.

Proceeds from the new notes will be used to pay a $143 million
dividend to the holding company Travel Holding Corp., affiliate of
the private equity group Platinum Equity.  The floating rate notes
are rated two notches below the corporate credit rating,
recognizing the existence of meaningful priority claims, including
the company's $375 million senior secured revolving credit
facility and existing $250 million senior unsecured
notes, which could result in a material disadvantage to note
holders in the event of a default.

Although the $250 million notes benefit from guarantees from PNA
and its subsidiaries that are not afforded to the holders of the
new notes, they are also rated 'B-', as Standard & Poor's believes
the advantage is not sufficient to warrant a distinction in the
ratings.

"Meaningful acquisitions and additional dividends are not factored
into the rating.  We expect PNA's free cash flows to improve in
the near term because of expected reductions in its receivables
and inventories." said Standard & Poor's credit analyst Thomas
Watters.

"We could lower ratings if a downturn in markets results in a
significant decline in margins, cash flow generation, or an
increase in debt levels.  Additional actions to reward
shareholders that result in a weaker financial risk profile could
also result in a negative rating action.  The business profile
caps the rating."

Atlanta, Georgia-based PNA Group is a moderate-size distributor
and processor of mainly flat and structural carbon steel products.


PNA INTERMEDIATE: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on steel processor and distributor PNA Group Inc.

At the same time, Standard & Poor's assigned its 'B+' corporate
credit rating to PNA Intermediate Holding Corp., PNA's parent
holding company, and its 'B-' senior unsecured debt rating to PNA
Intermediate's proposed $150 million floating rate senior toggle
notes due 2013, based on preliminary terms and conditions.  The
notes are not guaranteed by PNA or its subsidiaries.

The outlook is stable.

Proceeds from the new notes will be used to pay a $143 million
dividend to the holding company Travel Holding Corp., affiliate of
the private equity group Platinum Equity.  The floating rate notes
are rated two notches below the corporate credit rating,
recognizing the existence of meaningful priority claims, including
the company's $375 million senior secured revolving credit
facility and existing $250 million senior unsecured
notes, which could result in a material disadvantage to note
holders in the event of a default.

Although the $250 million notes benefit from guarantees from PNA
and its subsidiaries that are not afforded to the holders of the
new notes, they are also rated 'B-', as Standard & Poor's believes
the advantage is not sufficient to warrant a distinction in the
ratings.

"Meaningful acquisitions and additional dividends are not factored
into the rating.  We expect PNA's free cash flows to improve in
the near term because of expected reductions in its receivables
and inventories." said Standard & Poor's credit analyst Thomas
Watters.

"We could lower ratings if a downturn in markets results in a
significant decline in margins, cash flow generation, or an
increase in debt levels.  Additional actions to reward
shareholders that result in a weaker financial risk profile could
also result in a negative rating action.  The business profile
caps the rating."

Atlanta, Georgia-based PNA Group is a moderate-size distributor
and processor of mainly flat and structural carbon steel products.


PORT TOWNSEND: Bankruptcy Filing Prompts Moody's to Junk Ratings
----------------------------------------------------------------
Moody's Investors Service lowered Port Townsend Paper
Corporation's corporate family rating to C from Caa1, and its
senior secured notes rating to C from Caa1.

Additionally, Moody's lowered the company's probability-of-default
rating to D.  The rating action was prompted by Port Townsend's
recent that it has filed for protection under Chapter 11 of the US
Bankruptcy Code.  The reorganization plan covers only the
company's US operations, where the rated debt resides, and
excludes its Canadian subsidiaries.

Following these rating actions, Moody's will withdraw all of the
ratings reflecting the bankruptcy proceedings.

Ratings downgraded:

      -- Corporate family rating, to C from Caa1;

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

      -- $125 million 11% secured notes, to C from Caa1, LGD5,
         82%.

Port Townsend Paper Corporation, headquartered in Port Townsend,
Washington, is a vertically integrated producer of fiber based
packaging products in Western Canada and the United States.


PRIMUS TELECOMMS: Senior Notes Holders Seek Injunctive Relief
-------------------------------------------------------------
Primus Telecommunications Group Inc. and Primus Telecommunications
Holding Inc. were served with a complaint by certain of the
purported holders of Primus Telecommunications Holding's 8% Senior
Notes due 2014 seeking the relief before the U.S. District Court
for the Southern District of New York.

The complaint effectively seeks declaratory and injunctive
relief to prevent, declare illegal certain transfers of funds from
Holding to Group and injunctive relief to prevent certain payments
of funds by Group in respect of outstanding obligations of Group
that are payable, including the $22.7 million payable by Group in
respect of Group's outstanding 5-3/4% Convertible Subordinated
Debentures due Feb. 15, 2007.

The companies believe that this litigation is without merit and
intend to defend the matter vigorously.

As disclosed by the company for several years in its SEC filings,
Group and certain of its subsidiaries has, among other things,
considered and will consider, on an ongoing basis, a wide range of
alternatives concerning the feasibility and timing of transactions
that could raise capital for additional liquidity, debt reduction,
the refinancing of existing indebtedness and for working capital
and growth opportunities.

Further to these past disclosures, the company and certain of its
subsidiaries are currently pursuing, and may conclude one or more
of, a number of initiatives including negotiations involving the
amendment of indentures and agreements governing outstanding debt
obligations, including seeking an amendment of the $100 million
dollar secured Term Loan agreement to allow for issuance of second
lien debt, asset sales, refinancing existing debt and issuing new
debt, and issuing equity.

                         About PRIMUS

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Moody's Investors Service downgraded Primus Telecommunications
Group Inc.'s corporate family rating to Caa3 from Caa1.  Moody's
downgraded the company's Senior Secured Term Loan dues 2011 to
Caa2 and Senior Notes dues 2014 to Caa3.


PUBLIC STEERS: S&P Junks Rating on $231.9 Mil. Class A & B Certs
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
$231.9 million class A and B trust certificates issued by Public
STEERS Series 1998 F-Z4 Trust to 'CCC+' from 'A'.

Public STEERS Series 1998 F-Z4 Trust is a swap-independent
synthetic transaction that is weak-linked to the underlying
securities, the 7.7% debentures due May 15, 2097, issued by Ford
Motor Co.


RBSGC MORTGAGE: Fitch Rates $1.9 Million Class B-6 Certs. at B
--------------------------------------------------------------
Fitch rates RBSGC Mortgage Loan Trust $479 million mortgage loan
pass-through certificates, series 2007-A, as:

   -- $447 million classes 1-A-1, 2-A-1 through 2-A-5, 3-A-1, 3-
      A-2, X, PO, and R 'AAA';

   -- $13.7 million class B-1 'AA+';

   -- $5.5 million class B-2 'AA';

   -- $4.8 million class B-3 'A';

   -- $3.6 million class B-4 'BBB';

   -- $2.4 million class B-5 'BB'; and

   -- $1.9 million class B-6 'B'.

The 'AAA' rating on the senior certificates reflects the 7% total
credit enhancement provided by the 2.6% class B-1, 1.4%
class B-2, 1% class B-3, 0.75% class B-4, privately offered 0.5%
class B-5, and privately offered 0.4% class B-6, as well as the
non-rated, privately offered 0.35% class B-7.

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, and the servicing capabilities
of Wells Fargo Bank, N.A.

The aggregate mortgage pool trust consists of 1,921 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, the mortgages have an aggregate principal
balance of approximately $480,662,574.  The mortgage pool has a
weighted average original loan-to-value ratio of 73.38%, a
weighted average coupon of 6.904%, and a weighted average
remaining term of 352.

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 Wells Fargo
Bank, N.A., First Magnus Financial Corporation, and MortgageIT,
Inc.

Greenwich Capital Acceptance, Inc., 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.


RESIDENTIAL ACCREDIT: Fitch Rates $2 Mil. Class B-2 Certs. at B
---------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s mortgage
pass-through certificates, series 2007-QS2, as:

   -- $503,196,906 classes A-1 through A-7, A-P, A-V, R-I and R-
      II senior certificates 'AAA';

   -- $16,639,200 class M-1 'AA';

   -- $5,635,800 class M-2 'A';

   -- $4,293,900 class M-3 'BBB';

   -- $2,683,700 privately offered subordinate class B-1 'BB';
      and,

   -- $2,147,000 privately offered subordinate class B-2 'B';

Fitch does not rate the $2,147,038 class B-3 certificates.

The 'AAA' rating on the senior certificates reflects the 6.25%
subordination provided by the 3.1% class M-1, 1.05% class M-2,
0.8% class M-3, privately offered 0.5% class B-1, 0.4% privately
offered class B-2 and 0.4% 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 servicing capabilities as master servicer.

As of the cut-off date, Jan. 1, 2006, the mortgage pool consists
of 1,983 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
$536,743,546.  The mortgage pool has a weighted average original
loan-to-value ratio of 72.4%.  The pool has a weighted average
FICO score of 708, and approximately 37.5% and 13.4% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 36%, and second homes account for 3.4%.  The average loan
balance of the loans in the pool is $270,672.  The three states
that represent the largest portion of the loans in the pool are
Florida California, California and New Jersey.

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 prospectus,
except in the case of approximately 41.5% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly-
owned subsidiary of Residential Funding, and approximately 9.5% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.

Except as described in the preceding sentence, no unaffiliated
seller sold more than 7.6% of the mortgage loans to Residential
Funding.  Approximately 58.4% of the mortgage loans are being
subserviced by Homecomings, a wholly owned subsidiary of
Residential Funding and approximately 13.7% of the mortgage loans
are being subserviced by GMAC Mortgage, LLC, an affiliate of
Residential Funding.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans or any other similar designation if
the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points
and/or fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program.  Alt-A program loans are often marked
by one or more of the following attributes: a non-owner-occupied
property; the absence of income verification; or a loan-to-value
ratio or debt service/income ratio that is higher than other
guidelines permit.  In analyzing the collateral pool, Fitch
adjusted its frequency of foreclosure and loss assumptions to
account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.


RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on 4 Cert. Classes
-----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s mortgage pass-
through certificates, series 2007-QS1, as:

   -- $1,216,281,151 classes I-A-1 through I-A-6, II-A-I through
      II-A-13, I-A-P, I-A-V, II-A-P, II-A-V, R-I, R-II and R-III
      senior certificates 'AAA';

   -- $13,331,700 class I-M-1 'AA';

   -- $26,887,200 class II-M-1 'AA';

   -- $4,515,500 class I-M-2 'A';

   -- $9,106,900 class II-M-2 'A';

   -- $3,440,400 class I-M-3 'BBB';

   -- $6,938,600 class II-M-3 'BBB'.

   -- $2,150,200 privately offered subordinate class I-B-1 'BB';

   -- $4,336,600 privately offered subordinate class II-B-1 'BB';

   -- $1,720,200 privately offered subordinate class I-B-2 'B';
      and,

   -- $3,469,300 privately offered subordinate class II-B-2 'B'.

Fitch does not rate the $1,720,228 privately offered class I-B-3,
nor the $3,469,296 privately offered class II-B-3.

The 'AAA' rating on the Group I senior certificates reflects the
6.25% subordination provided by the 3.1% class I-M-1, 1.05% class
I-M-2, 0.8% class I-M-3, privately offered 0.50% class I-B-1,
0.40% privately offered class I-B-2 and 0.40% privately offered
class I-B-3.  The 'AAA' rating on the Group II senior certificates
reflects the 6.25% subordination provided by the 3.1% class II-M-
1, 1.05% class II-M-2, 0.8% class II-M-3, privately offered 0.5%
class II-B-1, 0.4% privately offered class II-B-2 and 0.4%
privately offered class II-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 servicing capabilities as master servicer.

As of the cut-off date, the Group I mortgage pool consists of
1,820 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 $430,044,970.
The mortgage pool has a weighted average original loan-to-value
ratio of 74.9%.  The pool has a weighted average FICO score of
709, and approximately 39.4% and 15.1% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively.  Equity refinance loans account for 29.3%, and
second homes account for 6.0%.  The average loan balance of the
loans in the pool is $236,288.  The three states that represent
the largest portion of the loans in the pool are California,
Florida, and Virginia.

The Group II mortgage pool consists of 3,473 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 $867,322,306. The mortgage pool has
a weighted average OLTV of 74.2%.  The pool has a weighted average
FICO score of 708, and approximately 38.5% and 15.1% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 31.3%, and second homes account for 3.8%.  The average loan
balance of the loans in the pool is $ 249,733.  The three states
that represent the largest portion of the loans in the pool are
California, Florida, and Texas.

All of the group I loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 37.8% and 8.3% of the group I loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from Homecomings and GMAC Mortgage, LLC, respectively.

Approximately 16.5% of the group I loans were purchased from
National City Mortgage Company, an unaffiliated seller. Except as
described in the preceding sentence, no unaffiliated seller sold
more than 6.3% of the group I loans to Residential Funding.

Approximately 56.6% of the group I loans are being subserviced by
Homecomings, a wholly owned subsidiary of Residential Funding
Company, LLC, 12.2% of the group I loans are being subserviced by
GMAC Mortgage, LLC, an affiliate of Residential Funding Company,
LLC and 16.5% of the group I loans are being subserviced by
National City Mortgage Company, an unaffiliated subservicer.

All of the group II loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 36.7% and 5.9% of the group II loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from Homecomings and GMAC Mortgage, LLC, respectively.
Approximately 17.2% and 10.0% of the group II loans were purchased
from National City Mortgage Company and SunTrust Mortgage, Inc.,
respectively, unaffiliated sellers. Except as described in the
preceding sentence, no unaffiliated seller sold more than 4.7% of
the group II loans to Residential Funding.

Approximately 53.1% of the group II loans are being subserviced by
Homecomings, a wholly-owned subsidiary of Residential Funding
Company, LLC, 9.7% of the group II loans are being subserviced by
GMAC Mortgage, LLC, an affiliate of Residential Funding Company,
LLC and 17.2% and 10% of the group II loans are being subserviced
by National City Mortgage Company and SunTrust Mortgage, Inc.,
respectively, unaffiliated subservicers.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans or any other similar designation if
the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points or
fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.


RURAL CELLULAR: High Leverage Cues Fitch to Hold Junk Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Rural Cellular
Corporation as:

   -- Issuer default rating 'CCC';
   -- $60 million first lien credit facility 'B/RR1';
   -- $510 million second lien secured notes 'B-/RR2';
   -- $325 million senior unsecured notes 'CCC-/RR5';
   -- $475 million senior subordinated notes 'CC/RR6';
   -- 11.375% senior exchangeable preferred stock 'C/RR6';
   -- 12.25% junior exchangeable preferred stock 'C/RR6'.

RCCC's Rating Outlook is Stable.

The affirmation of RCCC's ratings incorporates the very high
leverage, the limited financial flexibility, the competitive
operating environment and its reliance on non-retail revenue
sources.

Fitch also believes longer-term event risk is present from
potential Universal Service Fund reform and future roaming rate
pressure from the 700 MHz spectrum auction.  The lack of past cash
flow growth has not adequately supported RCCC's capital structure,
currently evidenced by leverage of 9x and the nonpayment of cash
dividends related to its exchangeable preferred securities.

Adjusting for the senior preferred stock redemptions subsequent to
the third quarter ending, RCCC's preferred stock obligation
totaled $645 million, including $164 million in accrued dividends.

Positively, RCCC appears to be gaining traction on actions taken
to address its operational challenges as third quarter results
showed marked improvement in gross additions, churn and net
additions due to the company's improved network quality and
progress in migrating subscribers.

In addition, ARPU continues to show growth driven primarily by
gains in data revenue.  Fitch believes this positive momentum
coupled with continued stability in roaming revenue should lead to
moderate growth for RCCC's cash flows in 2007.  However, any
excess cash flow generated will likely go to reducing the
preferred stock obligation, which Fitch views as a formidable
challenge given RCCC's high leverage.

With the USF program under review, the combination of a slow-
growing high-cost support fund and an ever-increasing number of
wireless operators making claims on the fund have created
significant pressure on the program.  For the last 12 months, RCCC
received approximately $44 million in USF.  As a percent of cash
flow from operations, this is approximately 72%, which is
significantly higher than Alltel or Dobson Communications.

Until the FCC determines the extent of reform associated with the
program, Fitch remains cautious with wireless issuers where
disbursements are a material percentage of total cash flow.

RCCC's liquidity is limited given its cash position, the minimal
availability on its credit facility and the inability to pay its
preferred dividend obligation.  The nonpayment of dividends on the
senior preferred stock for six or more quarters has caused a
voting rights trigger event, which restricts the company's from
refinancing debt or incurring additional indebtedness.  Cash and
short-term investments at the end of the third quarter of 2006 was
approximately $157 million.

Subsequent to third quarter ending, RCCC repurchased $13 million
in preferred stock and acquired rural properties adjacent to its
Minnesota operations that should close in the first quarter of
2007.  The company has drawn down $58 million of the $60 million
available on its revolving credit facility that matures on March
25, 2010.

Over the longer term, Fitch believes RCCC must address the
preferred stock issue although options are limited when
considering the company's relatively low market capitalization
compared with its total debt obligation.  Fitch expects RCCC to
continue a similar strategy on repurchasing senior preferred stock
through small cash transactions or equity exchanges when
available.

Fitch believes that if the company is successful in further
reducing the preferred stock obligation and materially increasing
cash flow in 2007, then it's feasible for RCCC to potentially
exchange the senior preferred stock for senior subordinated
exchange debentures.  If RCCC issues the subordinated debentures,
the 8.25% indentures specify that the company must have leverage
less than 6.5x at the time of the exchange.

Otherwise, RCCC's credit facility has financial covenants of total
debt to adjusted EBITDA of 6.75x, which would not provide a
considerable amount of cushion under its covenants in the event
unfavorable business or economic conditions develop or significant
USF reform occurs.

By exchanging the senior preferred stock, RCCC would be in a
position to begin addressing the growing junior preferred
obligation that was $311 million including accrued dividends, an
increase of $35 million from a year ago.  Over the rating horizon,
since over $800 million in preferred and debt securities mature in
2010, Fitch also expects RCCC will examine opportunities to
refinance and extend debt securities.


SECURITIZED ASSET: Fitch Puts BB+ Ratings on Three Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed Securitized Asset Backed Receivables'
mortgage pass-through certificates:

Series 2005-FR1

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

Series 2005-FR2

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

Series 2005-FR3

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

Series 2005-FR4

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

Series 2005-FR5

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

The collateral on the transactions consist of 30 year fixed-rate
and adjustable-rate mortgage loans secured by first- and
second-lien deeds of trust on residential properties, all extended
to sub-prime borrowers.

At issuance, the original loan-to-values ranged from 81.09% to
82.51% and the FICO scores ranged from 610 to 630.  All of the
mortgage loans were originated or acquired by Fremont Investment
and Loan, a California state-chartered industrial bank
headquartered in Brea, California.  Fremont currently operates
nine wholesale residential real estate loan production offices and
conducts business in 45 states.  Series 2005-FR2 and 2005-FR3 are
serviced by Saxon Mortgage Services, Inc.  All other transactions
are serviced by Countrywide Home Loans, Inc.

The affirmations reflect a stable relationship of credit
enhancement to future expected losses, and affect approximately
$2.14 billion in outstanding certificates.

The transactions are between 14 and 21 months seasoned and have
pool factors ranging from 27% to 67%.  Losses to date have been
generally low, ranging from 0.21% to 0.59%.


SEITEL INC: Moody's Rates Proposed $400 Mil. Senior Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3, LGD4, 56% rating to
Seitel, Inc.'s proposed $400 million of senior notes due 2014.

Moody's also assigned B3 corporate family and probability of
default ratings to Seitel as a new entity due to the pending
change in control resulting from the buyout of Seitel by ValueAct
Capital Master Fund, L.P. and its affiliates.

The outlook is stable.

These ratings effectively represent a downgrade from the B2
corporate family and probability of default ratings that were
previously assigned to the predecessor entity.

Proceeds from the proposed senior notes, along with a cash equity
investment from ValueAct Capital and cash on Seitel's balance
sheet, will be used to fund a tender offer for Seitel's existing
$189 million of 11.75% senior notes due 2011 and the purchase of
Seitel's outstanding common stock that ValueAct Capital does not
currently own for $3.70 per share.  The B3 rating on Seitel's
existing notes will be withdrawn provided that substantially all
of the notes are tendered, as expected, pursuant to the offer made
by the company.

The ratings reflects the additional leverage that is expected to
result from the transaction.  Previously, Seitel's only debt
included the $189 million of senior notes, so the transaction more
than doubles Seitel's debt with no corresponding increase in its
ability to generate cash flow.  In addition, the transaction
reduces Seitel's cash balances by an estimated $100 million.

While leverage is much higher than before, Moody's recognizes that
Seitel's business has stabilized and improved significantly since
its emergence from bankruptcy in early 2004.  The main factor that
contributed to the bankruptcy, failed investments in E&P and
internet ventures, had little to do with Seitel's core business of
providing multi-client seismic data.  New management and a higher
degree of capital spending discipline, particularly with respect
to customer pre-funding of new data acquisition, have improved
Seitel's financial performance.  Seitel also has benefited from a
strong increase in demand from customers in recent years due to
favorable industry conditions.

Seitel's cash EBITDA has grown from approximately $54.7 million in
2004 to $72.3 million in 2005 and $93.4 million for the LTM period
ended Sept. 30, 2006.  The growth in Seitel's cash EBITDA during
these time periods was driven by a combination of favorable
industry conditions and additions to its multi-client seismic
library which have generated strong returns.  Recent additions
have contributed significantly to the growth in cash EBITDA as
Seitel reports that it has achieved an average annual return on
investment in excess of 40% during the first two years of recent
new data surveys.

Relative to pro forma debt of $403.4 million, Seitel's
debt-to-cash EBITDA was approximately 4.3x for the LTM period
ended Sept. 30, 2006, which is relatively high compared to most B2
and B3-rated oilfield services companies currently.

However, Moody's believes that Seitel's data library provides a
reasonably consistent stream of cash flows, unlike the majority of
its oilfield service peers, particularly seismic data acquisition
companies, whose business is more cyclical.  This allows Seitel to
handle somewhat more leverage, in Moody's view.

Adding a measure of stability to its revenue base, Seitel
continues to license data for long periods of time after their
creation. For example, in 2005, investments made prior to 2001
comprised over 40% of Seitel's cash resale revenue from U.S.
onshore 3D data and Canadian 2D and 3D data.  That being said,
Seitel's cash resale revenue declines in the years following
initial investment, creating the need to continue to add to its
data library in order to maintain a stable level of cash flow.
While there is no way to reliably estimate Seitel's cash outlays
for sustaining capital expenditures, Moody's believes that they
are relatively modest given the high levels of customer
pre-funding and the ability of Seitel to build its data library
through trades.

The proposed senior notes are not notched from the corporate
family rating because they constitute the preponderance of
Seitel's liability structure.  Seitel is expected to enter into a
new $25 million senior secured revolving credit facility at
closing and will continue to maintain an existing CDN$5 million
senior secured revolving credit facility at its wholly-owned
Canadian subsidiary, Olympic Seismic Ltd.

Moody's also assigned an SGL-3 rating to Seitel which reflects our
view that it possesses adequate liquidity.

Seitel, Inc. is headquartered in Houston, Texas.


SEITEL INC: S&P Cuts Corporate Credit Rating to B- from B
---------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on seismic
data library company Seitel Inc. from CreditWatch with developing
implications, lowered its corporate credit rating on the company
to 'B-' from 'B', and assigned a 'B-' rating to Seitel's
$400 million in proposed senior unsecured notes due 2014.

The downgrade follows Standard & Poor's review of the pending
acquisition of Seitel by private investment firm ValueAct Capital.
The transaction is expected to close in February 2007.

"The rating action incorporates our concerns regarding increased
leverage and weaker fixed-charge coverage for Seitel after the
close of the transaction," said Standard & Poor's credit analyst
Jeffrey Morrison.

Pro forma the proposed unsecured note offering and close of the
ValueAct acquisition, Houston, Texas-based Seitel will have
$403 million in debt outstanding.

The outlook is stable.

The ratings on Seitel incorporate a highly leveraged financial
profile, concerns regarding financial policy, and exposure to
historically cyclical North American oil-and-gas-related
end-markets.  Weaknesses are not sufficiently mitigated by a solid
data library presence in various North American hydrocarbon-
producing basins and markets, recent strengthening in sales of the
company's seismic data, a lean outsourcing strategy with regard to
new data acquisition, and an experienced management team.

The stable outlook incorporates Standard & Poor's expectation that
internally generated cash flows will be sufficient to fund
increased fixed charges and provide Seitel with additional capital
to continue to expand its North American data library business.


SOLO CUP: S&P Holds Junk Corp. Credit Rating with Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Solo Cup Co.'s second-lien term loan to '5' from '4'.

This, together with the 'CCC-' rating on the second-lien loan,
indicates Standard & Poor's expectation that lenders under this
facility would experience negligible recovery of principal in a
payment default.

The revision was prompted by a recent $50 million increase in the
second-lien loan to $130 million.

At the same time, Standard & Poor's affirmed all its other ratings
on Solo, including the 'CCC+' corporate credit rating.  The
outlook remains negative.

"The ratings on Solo reflect its vulnerable business risk profile,
very high debt leverage, and thin, albeit improved, liquidity,"
said Standard & Poor's credit analyst Cynthia Werneth.

With annual revenues of about $2.5 billion, Highland Park,
Illinois-based Solo is one of the largest providers of disposable
paper and plastic cups, plates, and cutlery to foodservice
distributors, quick-service restaurants, and retailers in the U.S.
Solo doubled in size in 2004 after acquiring SQ. FT. Holdings
Group Inc., the parent of Sweetheart Cup Co. Inc.

Financing for the acquisition, mostly debt, included a minority
equity stake from Vestar Capital Partners.  Recently, Vestar
gained control of the company's board of directors because Solo
did not meet targets set forth in the stockholders' agreement.

The $50 million increase in Solo's second-lien term loan reduced
immediate liquidity concerns and provided some time for the
company to execute its various initiatives to improve earnings and
cash flow and sell assets to reduce debt.  However, until progress
has been made, Standard & Poor's remains concerned about Solo's
ability to weather stiff competition or any slowdown in demand,
and absorb any raw material cost increases or other adverse
developments.  As a result, ratings could still be lowered if
progress is not made fast enough to stave off another liquidity
crisis.

However, Standard & Poor's could revise the outlook to stable or
positive if the company successfully executes its profit
improvement and asset sale plan, significantly reduces debt
leverage, and maintains a comfortable level of liquidity.


SOUTH STREET CBO: S&P Holds Junk Ratings on 3 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1LB and A-1 notes issued by South Street CBO 1999-1 Ltd.,
a high-yield arbitrage CBO transaction managed by Colonial Asset
Management.

The rating withdrawals follow the complete paydown of the class A-
1LB and A-1 notes on the Jan. 1, 2007, payment date.

                         Ratings Withdrawn

                    South Street CBO 1999-1 Ltd.

                       Rating                 Balance
                       ------                 -------
    Class          To          From     Current      Previous
    -----          --          ----     -------      --------
    A-1LB          NR          AAA      $0.00        $0.581 Mil.
    A-1            NR          AAA      $0.00        $3.194

                        Outstanding Ratings

                    South Street CBO 1999-1 Ltd.

                    Class    Rating    Balance
                    -----    ------    -----------
                    A-2L     CC        $22.510 Mil.
                    A-2      CC        $33.766 Mil.
                    A-3      CC        $45.500 Mil.


STEEL PARTS: Files Plan of Liquidation and Disclosure Statement
---------------------------------------------------------------
Steel Parts Corporation delivered to the U.S. Bankruptcy Court for
the Eastern District of Michigan its Combined Plan of
Liquidation and Disclosure Statement on Jan. 16, 2007.

                       Overview of the Plan

Hannah Mufson McCollum, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, notes that the Debtor sold substantially all of its
assets to Resilience Capital Partners for $7,000,000.  The sale
closed on Nov. 30, 2006.  Thus, Ms. McCollum says, there is no
alternative but to liquidate the company.

The Debtor's Liquidation Plan provides for, among other things:

   (i) rejection of executory contracts and unexpired leases to
       which the Debtor is a party;

  (ii) compromise and settlement of claims; and

(iii) investigation and prosecution of the Debtor's causes of
       action.

As of the Effective Date, a Liquidation Trust will be created and
established for the benefit of all creditors of the Estate holding
Allowed Claims.  The Debtor has designated Richard Fagan, the
company's chief operating officer, as the Liquidation Trustee.
After the Effective Date, the Liquidation Trustee will be
represented by Pepper Hamilton LLP.  The Liquidation Trustee will
be assisted in its obligations and duties by the Post-Effective
Date Committee, which will be represented by Honigman, Miller,
Schwartz and Cohn LLP.

The Plan will be funded by proceeds from litigation claims
estimated to range between $1,390,000 and $11,850,000, and cash
available, if any, after the payment of Administrative Claims and
Priority Claims.

As of Jan. 16, 2007, the Debtor held $950,000 cash.

                       Treatment of Claims

Under the Liquidation Plan, the Debtor estimates that Allowed
Administrative Claims will approximate $0 to $500,000 and Allowed
Priority Claims will approximate $0 to $250,000.  Holders of
Allowed Administrative Claims and Allowed Priority Claims will be
paid in full, in cash.

The Debtor believes that an estimated range of $10,000,000 to
$30,000,000 represents the reasonable range of the value of
General Unsecured Claims after taking into account
reclassification of certain Priority Claims as General
Unsecured Claims and assuming that the Post-Confirmation Debtor or
the Unsecured Committee is successful in objecting to claims that
appear to be inflated, duplicative, or otherwise improper.  The
estimated percentage recovery of holders of General Unsecured
Claims is 6% to 53%.

Ms. McCollum relates that the estimate of a 6% recovery assumes
that the Liquidation Trustee or the Post-Effective Date Committee
will be able to recover and collect approximately 10% of the
current estimated Causes of Action and that General Unsecured
Claims against the Debtor total approximately $22,500,000.

Holders of equity interests will not receive any distribution.

                       Confirmation Hearing

The Honorable Steven W. Rhodes will hold a hearing at 10:00 a.m.
(Eastern Time), on March 5, 2007, to determine whether the
requirements of Section 1129(a) of the Bankruptcy Code have been
satisfied with respect to the Plan.

The Debtor believes the Plan embodies the best and most cost-
effective method of completing the orderly liquidation and
distribution of its assets to creditors.

If the Plan is not confirmed, then the Chapter 11 Case may be
converted to a case under Chapter 7 of the Bankruptcy Code.  In
that event, the Debtor would cease its liquidation and
distribution efforts and a trustee would be appointed to liquidate
and distribute the remaining assets of the Estate.  The Debtor
believes that a liquidation under Chapter 7 would likely result in
a lower return to creditors.

                         Litigation Claims

According to Ms. McCollum, the Debtor has not yet completed its
analysis of all potential avoidance actions that it could pursue.

The Debtor has determined that it has claims and causes of action
against the Debtor's current and former officers and directors,
including specifically Howard Sinclair, including but not limited
to, claims relating to the Sale.

The Debtor has determined that it has claims and causes of action
against Trelleborg YSH, Inc. and its affiliated company, Dawson
Manufacturing, Inc.; The Freudenberg Group; and ASI Corporation,
arising from their improper termination of manufacturing programs
with the Debtor.

The Debtor estimates it could recover as high as $400,000 from
Trelleborg, $500,000 from Freudenberg, and $60,000 from ASI.  The
Debtor complain that ASI also failed to deliver a machine for
which the Debtor had paid.

The Debtor has further determined that it has claims and causes of
action against Resilience because Resilience failed to adjust the
purchase price at closing upward to account for its acquisition of
two presses previously leased to the Debtor by Trelleborg.  The
Debtor estimates it could recover as high as $400,000 from
Resilience.

The Debtor believes that it has claims and causes of action
against AIG, its Workman's Compensation insurance carrier, for
estimation of future claims and termination of an irrevocable
standby letter of credit.  The Debtor estimates it could recover
as high as $400,000.

Additionally, the Unsecured Committee is authorized to prosecute,
on behalf of the Debtor, any and all causes of action of the
Debtor against:

   * Wells Fargo Bank, N.A., acting through its Wells Fargo
     Business Credit, Inc., operating division, relating to 2004
     transfers;

   * JPMorgan Chase Bank, N.A., and its predecessors and
     affiliates, relating to the recovery of a $5,000,000
     transfer; and

   * The Ashton Family Trust and The Ashton Limited Liability
     Partnership, to recharacterize as equity advances
     approximately $6,000,000 of transfers.

The Debtor believes there may also be preference claims against
trade creditors that received payments from the Debtor within 90
days before the Petition Date.  During the Preference Period, the
Debtor paid approximately $4.3 million to trade creditors.

                      About Steel Parts Corp.

Headquartered in Livonia, Michigan, Steel Parts Corporation
-- http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.  The Company filed for chapter 11 protection on Sept. 15,
2006 (Bankr. E.D. Mich. Case No. 06-52972).  Scott A. Wolfson,
Esq., E. Todd Sable, Esq., Judy B. Calton, Esq., Michelle E.
Taigman, Esq., and Seth A. Drucker, Esq., at Honigman Miller
Schwartz and Cohn LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


STRUCTURED ADJUSTABLE: Fitch Puts Low-B Ratings on $1.3 Mil. Debt
-----------------------------------------------------------------
Fitch rates Structured Adjustable Rate Mortgage Loan Trust's
$145.5 million mortgage pass-through certificates, series 2007-1,
which closed January 31, 2007, as:

   -- $137.6 million classes 2-A1 through 2-A4, 2-AX, and R-II
      'AAA';

   -- $4 million class B1-II 'AA';

   -- $1.5 million class B2-II 'A';

   -- $1.1 million class B3-II 'BBB';

   -- $730,000 class B4-II 'BB'; and,

   -- $584,000 class B5-II 'B'.

The Group II 'AAA' rating on the senior certificates reflects the
5.75% total credit enhancement provided by the 2.75% class B1-II,
the 1% class B2-II, the 0.75% class B3-II, the privately offered
0.5% class B4-II, and the privately offered 0.4% class B5-II, as
well as the non-rated, privately offered 0.35% class B6-II.

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, Inc., and the primary servicing capabilities
of Aurora Loan Services LLC and Countrywide Home Loans Servicing
LP.

Group II consists of 242 adjustable-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 $146,022,709.  The Group II mortgage pool
has a weighted average original loan-to-value ratio of 72.94%, a
weighted average coupon of 6.538%, and a weighted average
remaining term of 360.

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

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
are Countrywide Home Loans Servicing LP and Lehman Brothers Bank,
FSB.

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.


STRUCTURED ASSET: Fitch Rates $13.9 Mil. Class B2 Certs. at BB
--------------------------------------------------------------
Fitch rates Structured Asset Securities Corp. $1.191 billion
mortgage pass-through certificates, series 2007-BC1 as:

   -- $908.4 million classes A1 through A6 'AAA';
   -- $101.7 million class M1 'AA+';
   -- $48.4 million class M2 'AA';
   -- $19.4 million class M3 'AA-';
   -- $21.2 million class M4 'A+';
   -- $14.5 million class M5 'A';
   -- $13.9 million class M6 'A-';
   -- $23.0 million classes M7 and M8 'BBB+';
   -- $11.5 million class M9 'BBB';
   -- $14.5 million class B1 'BB+'; and,
   -- $13.9 million class B2 'BB'.

The 'AAA' rating on the senior certificates reflects the 25% total
credit enhancement provided by the 8.4% class M1, 4% class M2,
1.6% class M3, 1.75% class M4, 1.20% class M5, 1.15% class M6,
1.1% class M7, 0.80% class M8, 0.95% class M9, the privately
offered 1.20% class B1, the privately offered 1.15% class B2, as
well as the initial 1.70% overcollateralization.

Fitch believes that the amount of CE 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, and the master servicing capabilities of Aurora Loans
Services LLC, which is rated 'RMS1-' by Fitch.

The aggregate trust consists of 5,069 fixed- and adjustable-rate,
conventional, first and second lien residential mortgage loans,
all of which have original terms to maturity of not more than
30 years.  As of the cut-off date, Jan. 1, 2007, the mortgages
have an aggregate principal balance of approximately
$1,211,151,983.

Approximately 27.34% of the mortgage pool is fixed-rate and 72.66%
is adjustable.  The mortgage pool has a weighted average original
loan-to-value ratio of 82.44%, a weighted average coupon  of
7.939%, and a weighted average remaining term to maturity of 356.

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

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
were those made by BNC Mortgage, Inc., Option One Mortgage
Corporation, and Lehman Brothers Bank, FSB.

SASCO, 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.


TECHNICAL OLYMPIC: In Talks with Joint Venture Lenders
------------------------------------------------------
Technical Olympic USA, Inc., has commenced settlement discussions
with representatives of the lenders in the senior and mezzanine
credit facilities of its Transeastern Joint Venture.  As part of
the discussions TOUSA has proposed a structure in which, among
other things, TOUSA will make a significant asset and cash
investment in the joint venture or in a separate entity which will
purchase some or all of the joint venture's assets.  The proposal
contemplates that either the joint venture or the successor to
some or all of its assets will become a wholly or majority owned
subsidiary of TOUSA.

Under the proposal, the joint venture or successor entity would
dedicate a portion of its cash flow to service the mezzanine debt.
The proposal also contemplates paying amounts due under the joint
venture's current senior credit facilities in full via a
refinancing at the joint venture or the entity that would continue
the joint venture's business.

While TOUSA remain committed to working with the lenders to
achieve a consensual global resolution, settlement discussions are
only in preliminary stages and TOUSA may be unable to agree to a
settlement with the lenders or other parties including obtaining
necessary consents and financings.  Even if a settlement is
reached, TOUSA cannot predict the outcome of any such settlement,
including the cash or other contributions it may have to make in
order to effectuate a settlement if there is one at all.
Additionally, TOUSA may choose to pursue other strategies and
alternatives with respect to the joint venture.

                 The Transeastern Joint Venture

TOUSA acquired 50% interest in the Transeastern JV on Aug. 1,
2005, when the Transeastern JV acquired substantially all of
the homebuilding assets and operations of Transeastern
Properties, Inc., including work in process, finished lots and
certain land option rights, for approximately $826.2 million,
which included the assumption of $112 million of liabilities,
net of $30.8 million of cash.  The other member of the joint
venture is an entity controlled by the former majority owners
of Transeastern Properties.

In connection with our investment in the Transeastern JV, TOUSA
entered into completion guarantees for the benefit of the senior
and mezzanine lenders to the Transeastern JV relating to
completion of certain work on property in process at the time in
the event the Transeastern JV failed to do so and carve-out
guarantees to indemnify the lenders for losses resulting from
fraud, misrepresentation, misappropriation and similar acts by the
Transeastern JV and full repayment of the loans in the event the
Transeastern JV or any of its entities voluntarily files for
bankruptcy protection.  The other member of the joint venture also
entered into carve-out guarantees.  As of Dec. 31, 2006,
approximately $625 million of Transeastern JV indebtedness to the
lenders was outstanding.

On Oct. 31, 2006 and Nov. 1, 2006, TOUSA received demand letters
from Deutsche Bank as administrative agent for the senior and
mezzanine lenders demanding payment under the guarantees.  The
demand letters allege that the Transeastern JV has failed to
comply with certain of its obligations to the lenders.  The demand
letters also allege potential defaults and that events of default
have occurred under the guarantees that have triggered TOUSA's
obligations to pay all of the outstanding obligations under each
of the credit facilities.

On Dec. 8, 2006, TOUSA disclosed that Deutsche Bank, in its
capacity as administrative agent for senior and mezzanine lenders,
filed suit against TOUSA in the Supreme Court of New York seeking
repayment from us for the JV's debt obligations.  This suit came
days after our Nov. 29, 2006 court filing in the Circuit Court of
Broward County, Florida seeking declaratory judgment that TOUSA
has no current obligation to pay any amounts to the lenders
pursuant to the guarantees issued to the mezzanine lenders.

As a result of these circumstances, TOUSA evaluated the
recoverability of our investment in the Transeastern JV, under
APB 18, The Equity Method of Accounting for Investments in
Common Stock, and as of Sept. 30, 2006, determined its investment
to be fully impaired.  At Sept. 30, 2006, TOUSA's investment in
the Transeastern JV amounted to $143.6 million, which includes
$35 million of member loans receivable and $16.2 million of
receivables for management fees, advances and interest due to
TOUSA from the Transeastern JV.  During the three months ended
Sept. 30, 2006, we wrote-off our $143.6 million investment.

There are significant disagreements between the lenders and TOUSA
as to the extent of TOUSA's liability under the completion
guarantees.  These disagreements include the number of properties
that are encompassed within the guarantees and the extent of the
construction, which must be completed.  TOUSA disclosed that
should the interpretations of the lenders ultimately prevail,
TOUSA's liability would be material.

In addition, TOUSA could be held liable for the carve-out
guarantees, which liabilities could also be material.  If TOUSA
becomes liable under some or all of the guarantees, it may have a
material adverse affect on its business and liquidity and defaults
under documents governing our existing indebtedness could occur
which may require the company to consider all of alternatives in
restructuring its business and its capital structure.

                           About TOUSA

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
(NYSE:TOA) -- http://www.tousa.com/-- is a homebuilder in the
United States, operating in various metropolitan markets in 10
states located in four major geographic regions: Florida, the Mid-
Atlantic, Texas, and the West.  TOUSA designs, builds, and markets
high-quality detached single-family residences, town homes, and
condominiums to a diverse group of homebuyers, such as "first-
time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title, Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Moody's Investors Service downgraded all of the ratings of
Technical Olympic USA, Inc., including its corporate family rating
to B1 from Ba3, senior unsecured notes to B2 from Ba3 and its
senior subordinated notes to B3 from B2.

At the same time, Moody's lowered the Loss-Given Default
assessment and rate on the senior unsecured notes to LGD4, 58%
from LGD4, 53%, and on the subordinated notes to LGD5, 88% from
LGD5, 87%.  The ratings remain on review for downgrade, an action
that was commenced on Sept. 27, 2006.


TERWIN MORTGAGE: Moody's Cuts Rating on Class M-2 Certs. to Ba1
---------------------------------------------------------------
Moody's Investors Service downgrades one certificate issued by
Terwin Mortgage Trust 2004-EQR1.  The underlying collateral
consist of non-performing, fixed-rate and adjustable-rate, first-
lien residential mortgage loans.

This subordinate class has been downgraded based on the low credit
enhancement levels compared to the current loss projections.  This
transaction is not performing as anticipated due to the rising
loss severities, delinquency rates, and realized losses.  As a
result, the subordinate tranches do not have the credit protection
to support its initial rating.

These are the rating actions:

   * Terwin Mortgage Trust, Series 2004-EQR1

      -- Class M-2, Downgraded from A2 to Ba1


TEXAS STUDENT: Moody's Junks Rating on Junior Series Bonds
----------------------------------------------------------
Moody's Investors Service has affirmed the underlying B3 rating on
Texas Student Housing Authority Student Housing Revenue Bonds
Senior Series 2001A and has downgraded the Junior Series 2001B
bonds to Ca from Caa2.

The outlook on bonds is negative.

The Senior 2001A bonds are insured by MBIA and carry the rating of
Aaa.

Recent developments:

The occupancy at the project has improved to 98.7% as of
January 2007.  However, because revenues are still well below the
levels at underwriting, the project is still  facing severe
financial stress.  In order to make the Jan. 1, 2007 payment on
the 2001A bonds, the trustee tapped the debt service reserve fund
in an amount of $241,596.19.  The remaining balance in the 2001A
debt service reserve fund is $1,747,336.  The Series 2001B debt
service reserve fund has been completely depleted.  The B3 rating
on the senior debt reflects a tapped but not completely depleted
debt service reserve fund.

The Ca rating on the 2001B bonds reflects a depleted debt service
reserve fund and the expectation that 2001B bondholders will not
receive payment in the foreseeable future.  The negative outlook
is because the revenue generated by the project is insufficient to
support the debt and is not expected to be sufficient the near
term.

Outlook:

The outlook on the bonds is negative because the revenue generated
by the project is insufficient to support the debt and is not
expected to be sufficient the near term.


TIGER AIRCRAFT: Chapter 7 Case Summary
--------------------------------------
Debtor: Tiger Aircraft, LLC
        fdba TLM Aircraft, LLC
        226 Pilot Way
        Martinsburg, WV 25405

Bankruptcy Case No.: 07-00047

Type of Business: The Debtor manufactures aircraft.

Chapter 7 Petition Date: January 16, 2007

Court: Northern District of West Virginia (Martinsburg)

Judge: Patrick M. Flatley

Debtor's Counsel: Robert W. Trumble, Esq.
                  McNeer Highland McMunn & Varner, L.C.
                  275 Aikens Center
                  Post Office Box 2509
                  Martinsburg, WV 25402
                  Tel: (304) 264-4621

Total Assets: $3,265,576

Total Debts:  $929,443

A full-text copy of the Debtor's List of Creditors holding
Unsecured Nonpriority Claims is available for free at:

             http://ResearchArchives.com/t/s?1954


TIMKEN CO: Lower Automobile Demand Impacts Fourth-Quarter Results
-----------------------------------------------------------------
Timken Co. is reducing its earnings estimate for the fourth
quarter of 2006.  The reduction is primarily due to lower North
American automotive demand, an increase in the company's
Automotive warranty reserves, the effect of higher Industrial
manufacturing costs and the impact of the sale of Latrobe Steel.

The company now anticipates 2006 fourth-quarter earnings per
diluted share of approximately $0.37 and $2.36 for the full year.
Excluding the impact of special items, the company estimates
fourth-quarter earnings per diluted share of approximately $0.30
and $2.48 for the full year.  Special items include income from
Continued Dumping and Subsidy Offset Act payments, net losses on
divestitures and charges related to restructuring, rationalization
and goodwill impairment.

The company had previously provided estimated earnings per share
of $0.47 to $0.57 for the fourth quarter and $2.65 to $2.75 for
the full year, excluding the impact of special items.

"We are confident the actions we are taking are positioning the
company for stronger performance," said James W. Griffith,
Timken's president and chief executive officer.  "Specifically,
our efforts to ramp up Industrial capacity, restructure our
Automotive business, divest non-strategic assets and focus our
Steel business on more differentiated products have better
positioned the company to create higher levels of value and
customer service going forward.  As a result of these initiatives,
along with improvements in working capital management and
increased pension funding, we expect to see substantial
improvement in our 2007 financial performance, as reflected
in our earnings outlook."

The revised 2006 earnings estimates include Latrobe Steel through
November 30 in the amount of $0.20 for the quarter and $0.49 for
the full year or, excluding special items, $0.07 for the quarter
and $0.35 for the full year.  The difference reflects the gain on
the sale of Latrobe Steel.

                    About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The Company has
operations in 27 countries and employs 27,000 employees.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Timken Company's Ba1
Corporate Family Rating and the Ba1 rating on the company's
$300 Million Unsecured Medium Term Notes Series A due 2028 in
connection with the rating agency's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.


TOWN OF MOFFETT: Town Board Chairman Gives Notice of Bankruptcy
---------------------------------------------------------------
William Bentley, Chairman of the Board, Moffett, Oklahoma, gave
notice to all bondholders that the Town of Moffett has filed a
Chapter 9 petition with the U.S. Bankruptcy Court for the Eastern
District of Oklahoma.

The Town of Moffett, Oklahoma, filed for chapter 9 protection on
Dec. 20, 2006 (Bankr. E.D. Okla. Case No. 06-81060).  Chris W.
Blankenship, Esq., at Blankenship Law Office, represents the
Debtor in its restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million to $10 million.


TRI-NATIONAL DEVELOPMENT: Gets Court Nod to Sell Real Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
approved the request of Douglas P. Wilson, the Bankruptcy Trustee
appointed in Tri-National Development Corp's chapter 11 case, to
sell the Debtor's interests in certain real property.

The real property consisting of multiple legal parcels in Rosarito
Beach, Baja California, Mexico and commonly known as the Plaza
Rosarito Project, Plaza del Sol, or Plaza San Fernando, which are
adjacent to Quinta Del Mar, will be sold on an "as is, where is"
basis.

Interested parties must contact:

          Sean Doyle
          Mexico Retail Advisors, LLC
          Tel: 619-531-1265

             -- or --

          Christopher V. Hawkins
          Sullivan, Hill, Lewin, Rez & Engel
          Tel: 619-233-4100

Headquartered in San Diego, California, Tri-National Development
Corp is an international real estate development, sales and
management company.  The Debtor filed for chapter 11 protection
on Oct. 23, 2001. (Bankr. S.D. Cal. Case No. 01-10964).  Colin
W. Wied, Esq., at C. W. Wied Professional Corporation represents
the Debtor.  On Sept. 23, 2002, the Court appointed Douglas
Wilson as the chapter 11 trustee.  Mr. Wilson is represented by
Christopher V. Hawkins, Esq., and James P. Hill, Esq., at
Sullivan, Hill, Lewin, Rez & Engel, APLC.  When the Debtor filed
for protection from its creditors, it estimated US$50 million to
US$100 million in assets and US$10 million to US$50 million in
debts.


TYRINGHAM HOLDINGS: Wants Boston Store Lease Rejected
-----------------------------------------------------
Tyringham Holdings Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Virginia for permission to reject its lease of
non-residential real property located at 440 Boylston Street in
Boston, Massachusetts.

The leased premises cover 21,722 square feet, and it was used as
one of the Debtor's retail jewelry stores.

The Debtor has sold substantially all of its assets to a joint
venture comprised of The Gordon Company, Tiger Capital and SB
Capital Group, and two retail jewelers, David & Company and
Schiffman Investments.

According to Paula S. Beran, Esq., at Tavenner & Beran, PLC, in
Richmond, Virginia, the lease for the Boston Store is not being
assumed in connection with the sale.

"The Debtor believes that the Boston Store Lease is an unfavorable
agreement that is unattractive in the current Boston real estate
market.  More specifically, the Debtor believes that the amount of
space covered by the Boston Store Lease is more than is necessary
for the successful operation of a retail jeweler and the rental
terms are at or above current market rates for similar space.
Indeed, despite extensive . . . marketing efforts by the Debtor,
no bidders expressed an interest in acquiring the Debtor's rights
under the Boston Store Lease," Ms. Beran relates.

The Debtor informs the Court that Two Twenty Two Berkeley Venture,
the landlord of the Boston Store; and the Official Committee of
Unsecured Creditors support the rejection of the lease.

                     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.


UNIFI INC: Appoints William A. Priddy to Board of Directors
-----------------------------------------------------------
Unifi Inc.'s Board of Directors elected William A. Priddy, Jr., as
director of the company.

Mr. Priddy, the Chief Financial Officer and Vice President,
Finance and Administration of RF Micro Devices, Inc., was
elected to a term expiring at the company's 2007 Annual Meeting
of Shareholders, at which time it is expected that he will be
nominated to stand for election by the shareholders of the company
for a one year term.

Mr. Priddy will not immediately be appointed to any committee of
the Board of Directors, but it is expected that he will be named
to the audit committee in October 2007.

There are no transactions to which the company or any of its
subsidiaries is a party and in which Mr. Priddy or any member
of his immediate family had a material interest.

Unifi Inc. (NYSE: UFI) -- http://www.unifi.com/-- is a
diversified producer and processor of multi-filament polyester and
nylon textured yarns and related raw materials.  Key Unifi brands
include, but are not limited to: aio(R) - all-in-one performance
yarns, Sorbtek(R), A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R),
MicroVista(R), and Satura(R).  Unifi's yarns and brands are
readily found in home furnishings, apparel, legwear, and sewing
thread, as well as industrial, automotive, military, and medical
applications.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed Unifi Inc.'s B3 Corporate
Family Rating and its Caa1 rating on the company's $190 million
senior secured notes due 2014 in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


US AIRWAYS: Pilots Picket at Arizona Corporate Headquarters
-----------------------------------------------------------
Nearly two years after the new US Airways Group Inc. was created
by the merger of America West Airlines Inc. and US Airways Inc.,
the pilots of America West and US Airways have had enough of
management's lack of commitment to negotiating a fair, single
contract and are demonstrating their frustration by picketing in
front of their corporate headquarters on Feb. 1, 2007.

There are still major gaps between the corporate promises made to
employees and the reality of how management behaves at the
negotiating table.  US Airways is posting record quarterly and
full-year profits, yet management is determined to force
bankruptcy-era concessions onto the pilots.  Such an agreement is
not acceptable to either pilot group, both of which are
represented by the Air Line Pilots Association, International.

A single contract would be a significant step toward completing
the America West-US Airways merger and combining the two airlines,
making it easier for passengers traveling on US Airways.
Management at US Airways instead chose to focus its energy on
pursuing yet another merger (that has since been rescinded),
causing the pilots to seriously question their ability to
effectively run two operations, let alone three.

"There's no doubt that the quality of operations has deteriorated
due to management's lack of focus in combining the two airlines,"
said Captain John McIlvenna, chairman of the America West Master
Executive Council.  "The sacrifices of labor, specifically the
pilots of America West and US Airways, have enabled the new
airline to succeed and post a considerable profit for 2006.
Management has rewarded themselves with raises, bonuses and stock
options and pursued a billion-dollar deal at the expense of the
company, its employees, and our passengers."

"The US Airways and America West pilots have committed billions
through massive concessions that were used to fund the recovery
and renaissance of our airline," Captain Jack Stephan, chairman of
the US Airways Master Executive Council, said.  "Yet, we continue
to be paid wages that are at the bottom our industry while we
participate in fruitless negotiations.  It is unfortunate that our
passengers are also forced to deal with management's whitewashing
of the promise of a single carrier, and must endure the travel
frustrations created from operating two airlines under one
banner."

Joint negotiations with US Airways management for a single, fair
pilot contract have been ongoing for more than one year.  Both
pilot groups remain focused on the issue of achieving a fair
single contract, one that is commensurate with US Airways'
position in the marketplace.

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 60,000 pilots at 40 airlines in
the U.S. and Canada.

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s --
http://www.usairways.com/-- 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.


YUKOS OIL: ESN Consortium Makes First Bid for Bankrupt Assets
-------------------------------------------------------------
Energogaz, an ESN holding, asked the Federal Anti-Monopoly Service
to approve a bid for certain gas assets of bankrupt OAO Yukos Oil
Co., published reports say citing ESN spokeswoman Marianna
Belousova.  Ms. Belousova did not identify the specific assets ESN
plans to take over.

ESN's interest makes it the first candidate to bid for Yukos'
upcoming auction, Miriam Elder of The St. Petersburg Times
reports.

Ms. Elder reveals close links between Gazprom and ESN, which heads
a consortium comprising of Italy's Eni and Enel, through:

    * a cooperation agreement between Gazprom and Eni in 2006,
      which allows Gazprom to sell gas directly to Italy and
      extend supply contracts through 2035; and

    * the steady investment of Enel in Russia's electricity
      sector and its reported purchase of OGK-5's stake when it
      was spun off from Unified Energy Systems in 2006.

ESN holds 50.1 of the consortium, while ENI and Enel have 30 and
19 percent respectively, Reuters reports.

Analysts suggest that Gazprom could use the ESN bid to procure
Yukos' assets for its own interest while avoiding legal risks, Ms.
Elder relates.

Gazprom participated in a bidding war for Yukos' main production
unit, Yuganskneftegaz, in a December 2004 auction, but immediately
backed out at the last minute due to a legal injunction by the
U.S. Bankruptcy Court for the Southern District of Texas.  The
asset was sold to Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000- 2003.  It was
eventually bought by state-owned Rosneft, which is now claiming
more than US$12 billion from Yukos.  A planned merger between
Rosneft and Gazprom was called off in May 2005.

Although Gazprom and Rosneft have signed cooperation agreements
ahead of the Yukos auctions, analysts believe the two firms could
still battle over certain assets, The St. Petersburg Times
relates.

The remaining assets of what was once Russia's largest oil
producer include refineries and two oil production units.  These
assets, which are due to be liquidated this year, are initially
valued at more than US$22 billion as of January 2007.

An unidentified source told Russian daily Vedomosti last month
that the company's final market value could be slightly over US$20
billion, US$4 billion short of the total creditor claims against
Yukos.  The sale of Yukos's assets will begin following the
completion of the valuation process this month.

In a Troubled Company Reporter-Europe report on Oct. 26, 2006,
Yevgeny Neiman, general director of Roseco, one of the five
valuers in the consortium, said Yukos's assets may be sold at a
discount after appraisers complete the valuation of the
company's properties.

"The discount on the liquidation price will depend on which
asset we are valuing.  The discount could be 10 percent or it
could be 90 percent," he said.

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is
an open joint stock company existing under the laws of the
Russian Federation.  Yukos is involved in energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to
oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Mark B. Childress Joins Foley Hoag LLP as Partner
---------------------------------------------------
Foley Hoag LLP disclosed the addition of Mark B. Childress as a
partner working in the Boston and Washington, D.C. offices.  Mr.
Childress will practice in the Life Sciences and Energy Technology
& Renewables areas and is also part of the firm's Government
Strategies Group.

Mr. Childress has significant experience at senior level positions
in the executive and legislative branches, and has worked
extensively with federal agencies.  From 2000 to 2005, he served
as Chief Counsel and Policy Director for Senator Tom Daschle in
his capacity as Democratic Leader.  Previously he was Senior
Counsel to President Clinton, responsible for helping identify and
secure approval for all positions requiring U.S. Senate
confirmation, including federal judges and members of the Cabinet.

Mr. Childress was also General Counsel to the Senate Labor
Committee under Chairman Edward M. Kennedy, where he focused on
issues relating to Food and Drug Administration, particularly in
the field of life sciences, and was one of the principal staff
authors of the Safe Medical Devices Act of 1990 and the
Prescription Drug User Fee Act.  Mr. Childress also served as
General Counsel and Vice President for Policy at the Environmental
Working Group, a non-profit research organization, analyzing a
broad range of public health and environmental issues.

"Mark has worked at the highest levels of the Executive Branch and
Congress," Nick Littlefield, Co-Chair of Foley Hoag's Government
Strategies Group, said.  "His experience will prove invaluable,
especially in the life sciences and energy/environmental policy
area, given the significant issues before Congress over the next
years affecting these industries."

Prior to joining Foley Hoag, Mr. Childress served as the Principal
Legal Officer for the Balkanu Cape York Development Corporation of
Cairns, Australia.  In that role, he negotiated commercial
contracts with multinational corporations on behalf of Aboriginal
landowners and served as principal legal and commercial advisor to
an Aboriginal development corporation.

Mr. Childress received a B.A. in History, magna cum laude, Phi
Beta Kappa, from Yale University, and a J.D. from the University
of North Carolina Law School.

                        About Foley Hoag

Foley Hoag LLP -- http://www.foleyhoag.com/-- provides
comprehensive legal services to clients throughout the United
States and around the world.  The firm serves a wide range of
industries including biopharma, energy and utilities, financial
services, manufacturing, and technology.  With 250 lawyers located
in Boston, Washington, DC, and the Emerging Enterprise Center in
Waltham, Massachusetts, the firm provides creative solutions and
results-oriented advice in the areas of bankruptcy, restructuring
and workouts; corporate finance, mergers and acquisitions, and
IPOs; labor and employment; litigation; environmental issues and
land use; government strategies; intellectual property; tax,
trusts and estates; and white collar and business crimes.


* BOOK REVIEW: American Arbitration: Its History, Functions and
               Achievements
---------------------------------------------------------------
Author:     Frances Kellor
Publisher:  Beard Books
Paperback:  280 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122581/internetbankrupt


Frances Kellor's American Arbitration: It's History, Functions and
Achievements covers the rise of the American Arbitration
Association, and the beginnings of the important role that
arbitration has come to play in the commercial arena.

This book makes for interesting reading as it traces the two
pioneer organizations that consolidated in 1926 to form the
American Arbitration Association.

The role and influence of the Association in its first 20 years of
existence are noteworthy as the book covers the practice of
American arbitration and the American concept and organization of
international commercial arbitration.

The final chapter is devoted to the builders of American
arbitration.

                             *********

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, Frauline S. Abangan, 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 ***