TCR_Public/070205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, February 5, 2007, Vol. 11, No. 30

                             Headlines

ACXIOM CORP: Expands Retail Business with Equitec Acquisition
ADELPHIA COMMS: Inks Pact Resolving Wilmington Trust's Claims
ADELPHIA: Plan Proponents Serve Final Protocol for Agents' LIF
ADVANCED MARKETING: Hires O'Melveny & Myers as Bankruptcy Counsel
ADVANCED MARKETING: Hires Richards Layton as Local Counsel

ALLIED HOLDINGS: Court Okays Pact Extending DIP Loan Maturity Date
ALLIED HOLDINGS: Wants to Enter Into National Union Renewal Pact
ALLIED HOLDINGS: Wants Court to Tear Up Contract with Teamsters
AMERICAN HOME: Fitch Holds BB Rating on Class CB4 Certificates
ARVINMERITOR INC: Selling Emissions Technologies Biz for $310 Mil.

ASARCO LLC: Asarco Inc. Wants Governance Stipulation Amended
ASARCO LLC: Can Expand Keegan Linscott's Scope of Services
BANC OF AMERICA: Moody's Holds B1 Rating on $8 Mil. Class M Certs.
BUFFALO COAL: Committees Files Joint Chapter 11 Plan
BUILDING MATERIALS: Moody's Reviews Ratings and May Downgrade

CATHOLIC CHURCH: Davenport Panel Wants Pachulski Stang as Counsel
CATHOLIC CHURCH: Court Approves Sale of Spokane Chancery Building
CELESTICA INC: Poor Performance Cues Moody's Ratings' Review
CITIGROUP COMMERCIAL: Moody's Holds Low-B Ratings 7 Class Certs.
COMVERSE TECH: Common Stock Delisted from NASDAQ Effective Feb. 1

COMVERSE TECHNOLOGY: Delisting Prompts S&P to Hold Negative Watch
CREDIT SUISSE: Fitch Rates $10 Mil. Class B-3 Certificates at BB
DYNEGY INC: Sells Power Plant to Entergy Gulf States for $57 Mil.
FINAL ANALYSIS: Wants Until Feb. 12 to File Schedules & Statements
FRASER PAPERS: Moody's Puts Downgraded Ratings on Further Review

GAINEY CORP: Moody's Holds B2 Ratings & Says Outlook is Negative
GIBSON GUITAR: Moody's Rates $150 Million Senior Facilities at Ba3
GREENSTONE RESOURCES: Court Approves Amended Plan of Arrangement
HARBOURVIEW CDO: Fitch Holds Junk Rating on $22 Mil. Class B Notes
HARD ROCK: S&P Withdraws B+ Corporate Credit Rating

HERTZ CORP: Seeks to Amend Term Loan & ABL Revolving Facilities
HERTZ CORP: Unit Adds 24 Locations as Part of Rental Expansion
HESS CORP: Moody's Puts Ba1 Long-Term Debt Rating Under Review
HOME PRODUCTS: Court Approves Goldberg Kohn as Bankruptcy Counsel
HOME PRODUCTS: U.S. Trustee Appoints Three-Member Official Panel

HOME PRODUCTS: Richards Layton Okayed as Local & Conflicts Counsel
INDYMAC MBS: Fitch's Holds Junk Rating on 2000-A6 Class B3 Certs.
INVACARE CORPORATION: Intends to Sell Debt Securities
JAMES RIVER: Moody's Places Junk Ratings on Further Review
KONINKLIJKE AHOLD: SEC Accuses 13 More People of Fraud at US Arm

KYPHON INC: S&P Lifts Rating on $415 Mil. Senior Facility to BB-
MACH GEN: S&P Rates $740 Million Loans at B
MARSH & MCLENNAN: Moody's Holds Ratings and Retains Neg. Outlook
MILLS CORP: Secures Additional $500 Mil. Revolving Loan Facility
MORGAN STANLEY: S&P Puts Default Ratings on Three Class Certs.

NASDAQ STOCK: May Keep 29% LSE Stake if Bid Fails, CEO Says
NATIONAL WINE: Notes' Repayment Prompts Fitch's Ratings Withdrawal
NOMURA CRE: S&P Assigns Low-B Ratings on $58 Million Debentures
NOVA CHEMICALS: Weak Cash Flow Prompts Fitch to Downgrade Ratings
NOVA CHEMICALS: Moody's Puts Ba3 Corporate Family Rating on Review

NVF COMPANY: Court Approves Accu-Comp USA as Special Auditors
OWNIT MORTGAGE: Taps Pachulski Stang as Bankruptcy Counsel
OWNIT MORTGAGE: Meeting of Creditors Continued to February 20
PACIFIC LUMBER: Scotia Pacific's Cash Collateral Hearing Plea Set
PLATFORM LEARNING: Wants to Hire Fred Gunzel as its Interim CFO

PLATFORM LEARNING: Wants Plan Filing Period Extended to Feb. 16
RADIO ONE: Increasing Leverage Prompts S&P to Downgrade Ratings
RAPID PAYROLL: Plan Confirmation Hearing Set for February 7
REMY INT'L: Sells Diesel Remanufacturing Business for $150 Million
RIVERDEEP INTERACTIVE: Moody's Rates $250 Mil. Loan Add-on at B1

RIVERDEEP INTERACTIVE: Loan Add-On Cues S&P to Hold B Loan Rating
ROCK-TENN: Acquires Remaining Interest in GSD Packaging for $32MM
ROUGE INDUSTRIES: Wants Until February 20 to File Chapter 11 Plan
SCOTTS MIRACLE-GRO: Prices Tender Offer for $200 Mil. Senior Notes
SEA CONTAINERS: Appaloosa Acquires 1.5 Mil. Shares of Common Stock

SEA CONTAINERS: U.S. Trustee Amends Official Committee Composition
SIMMONS COMPANY: Moody's Junks Rating on $275 Million Super Loan
SOLUTIA INC: Wants Exclusive Plan Filing Period Moved to April 30
SOLUTIA INC: Court Increases Total OCP Payments to $15 Million
SOLUTIA INC: Inks Pact Moving Claims Amendment Deadline to June 1

SOUTHERN UNION: Gets $100 Million Settlement from Spectra Energy
SUNNY'S GREAT: Case Summary & 20 Largest Unsecured Creditors
SUPERCLICK INC: Bedinger & Company Raises Going Concern Doubt
SWISSAIR: UBS Denies Corti's Claim that Plan "Strangled" Company
TERPHANE HOLDING: Moody's Revises Outlook to Stable from Negative

TOWN SPORTS: Moody's Rates Proposed $260 Mil. Sr. Facility at Ba2
TRANSDIGM INC: Prices $300 Mil. of 7-3/4% Sr. Subordinated Notes
VALEANT PHARMA: Financial Restatement Cues S&P to Hold Ratings
WCI COMMUNITIES: Moody's Junks Rating on Senior Subordinated Notes
WEIGHT WATCHERS: 8.5 Mil. Common Stock Sold in Self-Tender Offer

WERNER LADDER: Agrees to Sell All Assets for $255.75 Million
WEST CORP: $165 Million Add-on Cues S&P to Affirm B+ Rating
WESTERN REFINING: Moody's Rates Proposed $1.4 Bil. Sr. Loan at B1
WOODWIND & BRASSWIND: Panel Hires Baker & Daniels as Counsel
WOODWIND & BRASSWIND: Panel Hires Milbank Tweed as Co-Counsel

WOODWIND & BRASSWIND: Can Access Cash Collateral & Borrow $25 Mil.
YANKEE CANDLE: Moody's Holds Junk Rating on $200 Mil. Senior Notes

* BOND PRICING: For the week of January 29 - February 2, 2007

                             *********

ACXIOM CORP: Expands Retail Business with Equitec Acquisition
-------------------------------------------------------------
Acxiom Corporation has expanded and enhanced its retail business
solution capabilities with the acquisition of Equitec, based in
Cleveland, Ohio.

The acquisition pairs Acxiom with Equitec, a business with strong
marketing and merchandizing optimization expertise in the retail
industry.  All Equitec principals are being retained and will
continue to lead this practice in support of the company's retail
market growth strategies.  Terms of the asset purchase were not
released.  Acxiom expects the transaction to be accretive to
earnings in fiscal 2008.

"This acquisition enables Acxiom to offer a unique combination of
custom consulting and analysis, deep customer insight and
standardized assessment that accelerates financial return for
retailers," said Acxiom Company Leader Charles D. Morgan.
"Retailers will be able to confidently adjust merchandise
assortments, to better predict market and store potential, to
accurately assess new product launch opportunities and to clearly
identify underserved markets and segments, all derived from the
unique needs of consumers in individual store trading areas."

The acquisition solidifies a successful business relationship that
dates to 1999 when the two companies initiated the Market
Advantage joint venture.  That experience generated numerous
client results including:

    * the generation of $14 million in new business on a
      $100 million base;

    * a reduction of $17 million in working capital in the first
      year of an allocation re-program; and

    * identification of $160 million in revenue in underserved
      markets for a leading specialty retailer.

"Retail is increasingly a difficult business in which to prosper,"
said Mike Henry, Chief Executive Officer and founder of Equitec.
"It's no longer good enough to know 'what's selling'; increasingly
'who's buying' matters more.  Progressive retailers will locate
stores, adjust their formats and allocate and assort merchandise
more frequently through the lens of deep consumer insight."

As Acxiom associates, Equitec's employees will continue to provide
industry-leading service to clients in retail, manufacturing and
travel sectors.  Notable Equitec clients include Black & Decker,
The Home Depot, EarthLink, General Electric, KB Home, Masco
Companies, Sabre Holdings, Saks and Travelocity.  Equitec's
headquarters are in Cleveland, Ohio, and it has a regional office
in Colorado.

                         About Acxiom

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq: ACXM)
-- http://www.acxiom.com/-- integrates data, services and
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006,
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Little Rock, Arkansas-based Acxiom Corp.'s proposed
$800 million secured first-lien financing.  The first-lien
facilities consist of a $200 million revolving credit facility and
a $600 million term loan.  They are rated 'BB' with a recovery
rating of '2'.


ADELPHIA COMMS: Inks Pact Resolving Wilmington Trust's Claims
-------------------------------------------------------------
The Bank of New York is the successor indenture trustee for the
10.625% Senior Notes due Nov. 15, 2006, issued by Olympus
Communications, L.P., and Olympus Capital Corporation, under an
indenture dated Nov. 12, 1996.

On Jan. 8, 2004, BNY filed two Claim Nos. 12548 against
Olympus Communications and 12549 against Olympus Capital for
principal and interest, indenture trustee fees and expenses and
indemnification owed under the Olympus Parent Notes.

Documents filed with the Court disclose that Wilmington Trust
Company is currently the indenture trustee with respect to the
Olympus Parent Notes.

Pursuant to Adelphia Communications, Inc. and its debtor-
affiliates' First Modified Fifth Amended Chapter 11 Plan of
Reorganization, the Olympus Notes Claims will be deemed allowed in
the aggregate amount of $212,986,111, comprising:

    -- $200,000,000 representing principal; and

    -- $12,986,111 representing interest accrued through the
       Petition Date.

The Plan provides for:

     * the payment of Case Contract Interest on account of the
       Olympus Notes Claims;

     * the allowance and payment of Olympus Fee Claims; and

     * the allowance of the Trustee Fee Claims and
       indemnification rights of Wilmington.

Pursuant to the Plan's provisions, the ACOM Debtors desire to
clean up the claims register maintained in their Chapter 11 cases
with respect to the Olympus Notes Claims without altering the
substantive rights or claims of the holders of those claims.

In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York

In the Court-approved stipulation, the ACOM Debtors and Wilmington
Trust agree that:

   (a) Claim No. 12548 will be allowed for $212,986,111, in
       aggregate, and will be deemed filed against Olympus
       Communications and Olympus Capital Corporation; and

   (b) Claim No. 12549 will be disallowed and expunged.

The Stipulation will not become effective until the Effective
Date of the Plan, and will be deemed null and void and without
force and effect 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 entered an order confirming the
first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.


ADELPHIA: Plan Proponents Serve Final Protocol for Agents' LIF
--------------------------------------------------------------
Adelphia Communications, Inc. and its debtor-affiliates; the
Official Committee of Unsecured Creditors; and Wachovia Bank,
N.A., and Bank of Montreal, as administrative agent banks -- the
Plan Proponents -- delivered to the U.S. Bankruptcy Court for the
Southern District of New York a final protocol that will govern
the administration of the Non-Administrative Agents' Litigation
Indemnification Fund pursuant to the ACOM Debtors' Fifth Amended
Plan of Reorganization.

The Non-Administrative Agents, including their successors or
affiliated assigns, are:

    1. ABN AMRO Bank N.V.,
    2. Bankers Trust Company, now known as Deutsche Bank AG,
    3. Barclays Bank PLC,
    4. Credit Lyonnais New York Branch,
    5. CIBC, Inc.,
    6. Citibank, N.A. / Citicorp USA, Inc.,
    7. Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
    8. Credit Suisse First Boston,
    9. DLJ Capital Funding, Inc.,
   10. Merrill Lynch Capital Corp.,
   11. Morgan Stanley Senior Funding, Inc.,
   12. PNC Bank, National Association,
   13. Societe Generale, S.A.,
   14. SunTrust Bank,
   15. The Bank of New York.
   16. The Bank of Nova Scotia,
   17. The Fuji Bank, Limited,
   18. The Royal Bank of Scotland, plc, and
   19. Toronto Dominion (Texas) LLC.

The salient terms of the Protocol are:

   (a) The Non-Administrative Agents LIF will be sub-allocated,
       evenly, among each Non-Administrative Agents in Accepting
       Bank Classes, in a way that the Non-Administrative Agent
       will have a separate fund reserved exclusively for payment
       of its own Bank Lender Post-Effective Date Fee Claims;

   (b) The funds in each Sub-LIF will be used to pay the Bank
       Lender Post-Effective Date Fee Claims of the respective
       Non-Administrative Agent to whom that Sub-LIF has been
       allocated.  The funds in each Sub-LIF may be used to pay
       any Bank Lender Post-Effective Date Fee Claims incurred by
       the respective Non-Administrative Agent in any capacity
       and under any prepetition credit agreement to which any of
       the ACOM Debtors are a party or otherwise obligated;

   (c) Once all Bank Actions and any other proceedings that could
       give rise to additional Bank Lender Post-Effective Date
       Fee Claims against a Non-Administrative Agent have been
       resolved by a final order, or a settlement and release,
       and all those Bank Lender Post-Effective Date Fee Claims
       have been paid in full, any remaining funds in that Non
       Administrative Agent's Bank Lender Post-Effective Date Fee
       Claims will be reallocated, equally, among all other Non
       Administrative Agents in Accepting Bank Classes against
       whom all Bank Actions and proceedings that could give rise
       to additional Bank Lender Post-Effective Date Fee Claims
       have not been resolved; and

   (d) If any additional funds become available for distribution
       to the Non-Administrative Agents LIF from one or more LIFs
       for the Accepting Administrative Agent Class or Classes,
       those funds will be sub-allocated evenly among each of the
       Non-Administrative Agents in Accepting Bank Classes and
       added to each agent's respective Sub-LIF escrow account.

The Non-Admin Agents LIF will be established upon the occurrence
of the effective date of the ACOM Debtors' First Modified Fifth
Amended Chapter 11 Plan.

A full-text final copy of the Non-Administrative Agents LIF
Protocol is available for free at:

             http://researcharchives.com/t/s?1956

                      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 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: Hires O'Melveny & Myers as Bankruptcy Counsel
-----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ O'Melveny & Myers LLP as their general
bankruptcy counsel, nunc pro tunc to Dec. 29, 2006.

Since April 2004, O'Melveny has represented the Debtors as
general corporate, securities and litigation counsel.  It has
provided:

   -- extensive representation and advice relating to the
      Debtors' prepetition Loan and Security Agreement with Wells
      Fargo Foothill, Inc., as agent, and a syndicate of lenders;

   -- efforts to refinance the Senior Facility and other
      strategic alternatives to recapitalize the Debtors; and

   -- disclosure advice regarding the Debtors' public
      announcements and regulatory obligations.

The Debtors wanted to hire O'Melveny because of the firm's
knowledge in their operations and finances, and its expertise and
experience in reorganizations, bankruptcy cases and other
relevant areas of expertise.

As the Debtors' general bankruptcy counsel, O'Melveny will:

   (a) advise the Debtors regarding matters of bankruptcy law;

   (b) advise the Debtors of the requirements of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure,
       applicable local bankruptcy rules pertaining to the
       administration of their cases and U.S. Trustee Guidelines
       related to the daily operation of their business and the
       administration of the estates;

   (c) prepare motions, applications, answers, proposed orders,
       reports and papers in connection with the administration
       of the estates;

   (d) negotiate with creditors, prepare and seek confirmation of
       a Chapter 11 plan and related documents and assist the
       Debtors with implementation of the plan;

   (e) assist the Debtors in the analysis, negotiation and
       disposition of certain estate assets for the benefit of
       the estates and their creditors;

   (f) advise the Debtors regarding general corporate and
       securities matters and bankruptcy related employment and
       litigation issues; and

   (g) render other necessary advice and services as the Debtors
       may require in connection with their cases.

O'Melveny will be paid on an hourly basis at its normal and
customary hourly rates, plus reimbursement of actual, necessary
expenses and other charges incurred:

       Professional                      Hourly Rate
       ------------                      -----------
       Suzzanne Uhland, Esq.                $725
       Austin Barron, Esq.                  $540
       Alexandra Feldman, Esq.              $445
       Ana Acevedo                          $300
       Lynn Talab                           $285

Suzzanne Uhland, Esq., a partner at O'Melveny, disclosed that
before Dec. 29, 2006, the Debtors paid O'Melveny $1,201,990 for
fees and expenses for advice and legal services rendered in
connection with restructuring advice and the preparation and
commencement of the Debtors' cases, as well as to serve as a
retainer.  During the 90-day period before Dec. 29, 2006, the
Debtors paid invoices totaling $942,682 to the firm.

According to Ms. Uhland, after deducting fees and expenses
previously billed and paid for the prepetition legal services
plus estimated unbilled prepetition amounts, approximately
$721,038 remains as retainer, which will be applied to
postpetition services.

Ms. Uhland attested that her firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code,
and does not hold or represent any interest adverse to the
estates.

                    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)


ADVANCED MARKETING: Hires Richards Layton as Local Counsel
----------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Richards, Layton & Finger, P.A. as their
local bankruptcy counsel, nunc pro tunc to Dec. 29, 2006.

Richards Layton will be performing extensive legal services that
will be necessary during the Chapter 11 proceedings.

Aside from the firm's extensive knowledge in the field of
debtors' and creditors' rights and business reorganizations, the
Debtors also desired to employ Richards Layton because of its
expertise, experience and knowledge in practicing before the
Delaware Bankruptcy Court, its proximity to the Court and its
ability to respond quickly to emergency Court matters.

Richards Layton began providing legal services and advice to the
Debtors since December 2006.  During the firm's representation
period, it has acquired knowledge of the Debtors' business,
financial affairs and capital structure.

The Debtors believe that Richards Layton is well qualified and
capable to efficiently represent them in the Chapter 11 cases.

As the Debtors' counsel, Richards Layton will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions,
       the defense of any actions against the Debtors, the
       negotiation of disputes involving the Debtors and the
       preparation of objections to claims;

   (c) prepare all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of the debtors' estates; and

   (d) perform all other necessary legal services in connection
       with the Chapter 11 cases.

Richards Layton will be paid on an hourly basis at its normal and
customary hourly rates, plus reimbursement of actual, necessary
expenses and other charges incurred:

       Professional                      Hourly Rate
       ------------                      -----------
       Mark D. Collins, Esq.                $520
       Paul N. Heath, Esq.                  $350
       Chun I. Pang                         $225
       Aja E. McDowell                      $165

Mark D. Collins, Esq., a director at Richards Layton, reports
that prior to the filing of the bankruptcy case, the Debtors paid
the firm a $125,000 retainer.

The Debtors proposed that the amount paid be treated as an
evergreen retainer to be held by the firm as security throughout
the Chapter 11 cases, until its fees and expenses are awarded.

Mr. Collins assured the Court that his firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code, and does not hold or represent any interest
adverse to the estates.

                    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)


ALLIED HOLDINGS: Court Okays Pact Extending DIP Loan Maturity Date
------------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia approves the sixth amendment to the
Debtor-in-Possession Credit Agreement, entered into by Allied
Holdings, Inc. and its debtor-affiliates with General Electric
Capital Corporation, Morgan Stanley Senior Funding, Inc., and
other lenders.

Pursuant to the Sixth Amendment, the DIP Facility Lenders have
agreed to extend the maturity date for the revolving loans from
February 7 to March 30, 2007.  The maturity date for each of the
Term Loan A, Term Loan B, and Term Loan C under the DIP Facility
remains June 30, 2007.

The Court authorizes the Debtors to pay the DIP Facility Lenders
a $162,500 fee, equal to 0.125% of the revolving loan
commitments.

                     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.  In their Schedules of Assets
and Liabilities filed with the Court, Allied Holdings disclosed
$161,248,122 in total assets and $292,306,949 in total
liabilities.  (Allied Holdings Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)

The Debtors filed a motion with the Court requesting that their
exclusive period to file a chapter 11 plan reorganization be
extended to Feb. 23, 2007.  The Debtors also asked that their
exclusive period to solicit acceptances of that plan be extended
to Apr. 24, 2007.  The hearing on the motion, initially set for
Feb. 1, 2007, has been rescheduled to Feb. 14, 2007.


ALLIED HOLDINGS: Wants to Enter Into National Union Renewal Pact
----------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates seek authority
from the Honorable Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia to enter into an insurance
renewal agreement with National Union Fire Insurance Co. of
Pittsburgh, Pennsylvania, and certain affiliates of American
International Group, Inc., for their insurance policies in the
United States.

The U.S. Insurance Programs are renewable annually and, in
connection with their insurance renewal process, the Debtors have
considered several options.  The Debtors received and accepted a
proposal from National Union for casualty insurance program,
dated Dec. 28, 2006.

Among other things, the Renewal Agreement provides:

    -- workers' compensation coverage with a guaranteed cost and
       no retained claims risk for the Debtors;

    -- an automobile liability policy that has a $1,000,000 per
       occurrence deductible with no annual aggregate cap;

    -- a commercial general liability policy with no deductible;
       and

    -- a total estimated cost of $28,000,000, including premiums.

Pursuant to the Renewal Agreement, the Debtors agree to make
certain payments and reimbursements to National Union, including,
payments on account of premiums, premium taxes, surcharges and
assessments, funding of claims payment funds for losses under the
policies and expenses allocated within their insurance
deductibles, other expenses within their insurance deductible but
not allocated to specific losses, certain related claim service
fees and certain paid losses and loss adjustment expenses.

As security for their payment and performance under the Renewal
Agreement, the Debtors caused collateral in the aggregate amount
of $9,400,000 in letters of credit and cash to be posted with
National Union in lieu of posting collateral with their non-
debtor subsidiary, Haul Insurance Limited.

National Union has conditioned maintenance of the U.S. Insurance
Programs upon entry of a Bankruptcy Court order that:

    a. authorizes the Debtors to enter into the Renewal Agreement
       with National Union to renew the U.S. Insurance Programs
       and execute all documentation necessary to enter that
       Agreement;

    b. in the event of default by the Debtors under the U.S.
       Insurance Programs, authorizes National Union to exercise
       all contractual rights in accordance with the terms of the
       Insurance Programs and applicable state law without
       further Court order;

    c. grants administrative priority pursuant to Section 503(b)
       of the Bankruptcy Code to National Union for reimbursement
       obligations and any other obligations under the U.S.
       Insurance Programs, subject to the Carve-Out provided
       under the Court's final order authorizing the Debtors to
       obtain DIP financing;

    d. authorizes National Union to carry out the terms and
       conditions of the U.S. Insurance Programs;

    e. declares that the U.S. Insurance Programs may not be
       altered by any plan of reorganization filed in the
       Debtors' Chapter 11 cases and will survive any Plan filed
       by the Debtors;

    f. declares that the terms and conditions of the U.S.
       Insurance Programs govern the Debtors' rights against any
       collateral held by National Union;

    g. declares that National Union will not be required, except
       as provided by the terms of the U.S. Insurance Programs,
       to return any part of the security it holds for the
       Insurance Programs without adequate protection for its
       interest in the security; and

    h. declares that no administrative claim bar date will apply
       to any claims of National Union that it may assert in
       the Debtors' bankruptcy cases.

The Proposal also provides that the failure to obtain Bankruptcy
Court approval for the execution of the Renewal Agreement by
March 17, 2007, constitutes grounds for cancellation of the
insurance policies.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Debtors, together with J Smith Lanier &
Co., the insurance broker, have researched the insurance markets
and available programs and have been unable to locate another
insurer willing and able to provide insurance coverage on the
same or better terms as provided by National Union.

Mr. Winsberg tells Judge Mullins that the continuation of the
U.S. Insurance Programs with National Union is critical to the
success of the Debtors' cases as without the insurance policies,
they will be unable to comply with contractual, state law and
other regulatory insurance requirements or satisfy the U.S.
Trustee debtor-in-possession guidelines with respect to the
maintenance of adequate insurance coverage.  These things,
according to Mr. Winsberg, would jeopardize the Debtors' business
operations and the value of their estates.

                     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.  In their Schedules of Assets
and Liabilities filed with the Court, Allied Holdings disclosed
$161,248,122 in total assets and $292,306,949 in total
liabilities.  (Allied Holdings Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)

The Debtors filed a motion with the Court requesting that their
exclusive period to file a chapter 11 plan reorganization be
extended to Feb. 23, 2007.  The Debtors also asked that their
exclusive period to solicit acceptances of that plan be extended
to Apr. 24, 2007.  The hearing on the motion, initially set for
Feb. 1, 2007, has been rescheduled to Feb. 14, 2007.


ALLIED HOLDINGS: Wants Court to Tear Up Contract with Teamsters
---------------------------------------------------------------
Allied Holdings Inc. filed a motion on Feb. 2, 2007, asking that
Atlanta Federal Bankruptcy Judge C. Ray Mullins rip up the
contract between the International Brotherhood of Teamsters and
Allied and allow Allied to implement the millions in wage,
benefits and work rule concessions that they have been demanding
for the past several months.

Teamsters National Carhaul Director Fred Zuckerman responded
angrily to the Allied move.  "For the past several weeks we have
been holding talks with Allied in an effort to develop a fair and
equitable plan that would allow the company to come out of
bankruptcy.  For Allied Chairman Hugh Sawyer to now file this
motion to set aside our contract shows they were never serious
about negotiating a solution but instead want to have their loyal
and hardworking employees pay dearly for his mismanagement of the
company."

Mr. Zuckerman taped a recorded message to all Teamster members
employed at Allied saying "we must be prepared to take appropriate
action should the judge rip up our contract."

Last June all 60 Teamster locals with Allied members voted
overwhelmingly to give the union authorization to strike Allied if
the contract was voided.  Mr. Zuckerman also said that Teamster
lawyers and financial experts would vigorously oppose the Allied
motion in front of Judge Mullins next week.

                     Allied's Proposed Cuts

Allied is asking for a total reduction of $65 million per year for
five years for a total of $325 million from Teamster employees.

The main highlights of the Allied proposal are:

   1. Eliminate all future wage increases and cost of living
      increases.  Eliminate all future health, welfare and pension
      increases.

   2. Impose a 2.8% wage reduction for all drivers (or 0.55% in
      the case of brokers, taken from the percentage of revenue).
      These wage cuts are frozen in place for four years.

   3. Eliminate all Teamster health plans.  Employees will be
      offered a company health plan.  Allied's cost for the health
      care plan is capped at 74%, so employees will have to pay
      26% of the monthly premium cost.  Allied will not pay
      contributions for dates when the employee is absent without
      pay or on workers' compensation.

   4. Eliminate all Teamster pension plans.  Establish a 401(k)
      with a 2% monthly contribution.

   5. Make these work rule changes:

      a. A minimum national productivity standard of 45 on the
         driver scoreboard.

      b. Unlimited ability to backhaul without restrictions on
         drivers or equipment.

      c. Unrestricted ability to bundle loads.

      d. Redomiciling drivers based on customer volume or service
         requirements.

      e. Make the modified work (light duty) program mandatory for
         all employees on workers' compensation.

   6. Combine all of these changes into a new, five-year contract
      that would not expire until March 31, 2012.

"This motion by Allied is an insult to our members," Mr. Zuckerman
declared.  "Hugh Sawyer and his so-called management team have
spent more time trying to figure out ways to collect retention
bonuses than developing a serious plan to come out of bankruptcy.
Now, at the last minute, they propose gutting our contract and
making our member's pay for their errors.  We will explore every
possible action to make sure their plan is defeated."

A full-text copy of Allied's filing is available for free at
http://ResearchArchives.com/t/s?1966

                     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.  In their Schedules of Assets
and Liabilities filed with the Court, Allied Holdings disclosed
$161,248,122 in total assets and $292,306,949 in total
liabilities.

The Debtors filed a motion with the Court requesting that their
exclusive period to file a chapter 11 plan reorganization be
extended to Feb. 23, 2007.  The Debtors also asked that their
exclusive period to solicit acceptances of that plan be extended
to Apr. 24, 2007.  The hearing on the motion, initially set for
Feb. 1, 2007, has been rescheduled to Feb. 14, 2007.


AMERICAN HOME: Fitch Holds BB Rating on Class CB4 Certificates
--------------------------------------------------------------
Fitch Ratings has affirmed 26 classes of American Home Mortgage
Assets Trust residential mortgage-backed certificates:

Series 2005-1 Groups 1 & 2

   --Classes 1A, 2A affirmed at 'AAA';
   --Class CB1 affirmed at 'AA';
   --Class CB2 affirmed at 'A';
   --Class CB3 affirmed at 'BBB';
   --Class CB4 affirmed at 'BB'.

Series 2005-1 Group 3

   --Class 3A affirmed at 'AAA';
   --Class 3M1 affirmed at 'AA';
   --Class 3M2 affirmed at 'A';
   --Class 3M3 affirmed at 'BBB';
   --Class 3M4 affirmed at 'BBB-'.

Series 2005-2 Group 1

   --Class 1A affirmed at 'AAA';
   --Class 1B1 affirmed at 'AA+';
   --Class 1B2 affirmed at 'A+';
   --Class 1B3 affirmed at 'BBB+';
   --Class 1B4 affirmed at 'BB';
   --Class 1B5 affirmed at 'B'.

These affirmations reflect credit enhancement consistent with
future loss expectations and affect $577.7 million of outstanding
certificates.  All the classes detailed above have experienced
small to moderate growth in CE since closing.

The pools are seasoned only 14 and 15 months.  The pool factors
range from 44% to 51%.

The mortgage loans consist of adjustable rate closed-end Prime and
Alt-A mortgage loans that are secured by first liens on one- to
four-family residential properties and are master serviced by
Wells Fargo Bank, N.A., which is rated 'RMS1' by Fitch.


ARVINMERITOR INC: Selling Emissions Technologies Biz for $310 Mil.
------------------------------------------------------------------
ArvinMeritor, Inc. has signed a definitive agreement to sell its
Emissions Technologies business group to One Equity Partners, an
equity investment firm based in New York.  Cash and other
consideration total approximately $310 million.  The transaction
is expected to be completed in the third quarter of fiscal year
2007.

"The decision to sell our Emissions Technologies business is part
of our long-term strategy to refocus our company and concentrate
on the strengths and core competencies that will generate future
earnings growth for ArvinMeritor," said Chairman, CEO and
President Charles G. "Chip" McClure.  "The proceeds from this sale
will support our continued efforts to strengthen our balance
sheet, and increase our ability to invest in technology, research
and development that more closely aligns with our strategic focus
on selected vehicle systems."

ArvinMeritor's Future

"By focusing on and investing in our light and commercial vehicle
businesses where we have superior products, strong market
positions and higher margins, we see greater potential for
sustained profitable growth in our core capabilities," Mr. McClure
said.  These include:

   * Chassis -- vehicle stability (ride and handling -- braking
     and suspension systems and wheels)

   * Drivetrain -- vehicle propulsion (steer axles, drivelines,
     suspensions, trailer axles and all-wheel drive systems and
     hybrids)

   * Apertures -- vehicle safety and security (body and control
     systems, such as doors and roofs).

"We continue to be committed to diversifying our customer base,
expanding our global presence and strengthening our product
portfolio in areas that provide the highest value to our customers
and return the greatest value to our shareowners," Mr. McClure
continued.

"In addition, we are implementing an aggressive strategy in Asia,
and committing resources to sustainable and profitable growth in
this region," said Mr. McClure.  "We also are planning to increase
our global aftermarket and specialty businesses, and we are
funding advanced engineering, research and development initiatives
that will better position us for the challenges ahead."

ArvinMeritor's overarching strategy is to become a global systems
leader in its target markets, to build product technology and
develop capabilities that are scalable across markets and
platforms, and to profitably commercialize solutions that meet
customers' growing needs.

"ArvinMeritor's new Performance Plus program also is helping to
transform the company by identifying revenue growth and cost
savings opportunities that will position us for future global
expansion and success.  Together with the transaction we are
announcing today, Performance Plus will help us build a more
focused, sustainable and profitable business model for
ArvinMeritor," Mr. McClure added.

                     Emissions Technologies

"While we are confident in the growth potential of the emissions
technologies portfolio, we believe that this business will be
better served by an organization that is specifically positioned
to invest capital and management resources in its development and
growth," Mr. McClure added.

"OEP is looking forward to working with the Emissions Technologies
management team to execute a focused and aggressive growth plan,"
OEP Senior Partner, Lee Gardner said.  "We believe that the
worldwide push to reduce pollutants and greenhouse gas emissions
will create long-term opportunities for companies focused on
advanced exhaust and emissions technology, and we are very pleased
to be acquiring a leading company in this industry.  We will seek
to build on the competitive strengths of the business and position
it for long-term success."

The Emissions Technologies business serves light and commercial
vehicle manufacturers.  The business has operations in 19
countries, 7,500 employees and several long-term joint venture
relationships.  H. H. "Buddy" Wacaser, President of Emissions
Technologies, and his management team will continue to lead it
following the close of the transaction.

Once the transaction closes, the new Emissions Technologies
company will have dual headquarters in Columbus, Indiana, as well
as in the metro Detroit area.

JPMorgan Securities is providing the debt financing in connection
with this transaction.

The transaction is subject to standard regulatory approvals,
including review under the Hart-Scott-Rodino Antitrust
Improvements Act.  Consultation with employee representatives will
also take place.

                          2007 Outlook

After the sale of its Emissions Technologies business,
ArvinMeritor will have about 20,000 employees, with 75 facilities
in 22 countries.  The company will maintain its diversified
customer mix and a strong global presence.

The company anticipates sales from continuing operations in fiscal
year 2007 in the range of $5.9 billion to $6.1 billion, and the
outlook for full-year diluted earnings per share from continuing
operations to be in the range of $1.00 to $1.10.  Cash flow
guidance for fiscal year 2007 is $50 million to $100 million.
This guidance assumes that the Emissions Technologies transaction
closes during the third quarter of fiscal 2007, and excludes gains
or losses on divestitures, restructuring costs, and other special
items, including potential extended customer shutdowns or
production interruptions.

The company reduced its fiscal year 2007 forecast for light
vehicle production to 15.3 million vehicles in North America, down
from 15.8 million forecast last quarter.  The company's forecast
for Western Europe is unchanged at 16.1 million vehicles.

ArvinMeritor's forecast for North American Class 8 truck
production is 235,000 units in fiscal year 2007 (200,000 for the
2007 calendar year), unchanged from our previous forecast.  The
company's fiscal year 2007 forecast for heavy and medium truck
volumes in Western Europe is 475,000 units, up from the previous
forecast of 419,000.

                    About One Equity Partners

One Equity Partners manages $5 billion of investments and
commitments for JPMorgan Chase & Co. in direct private equity
transactions.  Partnering with management, OEP invests in
transactions that initiate strategic and operational changes in
businesses to create long-term value.  OEP's investment
professionals are located across North America and Europe, with
offices in New York, Chicago and Frankfurt.

                       About ArvinMeritor

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- is a supplier of a broad range
of integrated systems, modules and components to the motor vehicle
industry.  The company serves light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs approximately 29,000 people at
more than 120 manufacturing facilities in 25 countries.  It
maintains 23 facilities in Venezuela, Brazil and Argentina.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Standard & Poor's Ratings Services lowered its ratings on
automotive components supplier ArvinMeritor Inc., including its
long-term corporate credit rating to 'BB-' from 'BB'.

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

The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Moody's Investors Service has downgraded ArvinMeritor's Corporate
Family Rating to Ba3 from Ba2.  Ratings on the company's secured
bank obligations and unsecured notes were lowered one notch as a
result.


ASARCO LLC: Asarco Inc. Wants Governance Stipulation Amended
------------------------------------------------------------
Asarco Inc. seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas to amend the Corporate Governance
Stipulation and, to the extent necessary, the LLC Agreement.

On Dec. 15, 2005, the Court approved a corporate governance
stipulation, which provided for, among other things, the
appointment of H. Malcolm Lovett Jr. and Edward R. Caine to serve
as members of ASARCO LLC's Board of Directors together with
Carlos Ruiz Sacristan.

The Corporate Governance Stipulation also called for the
modification of a Limited Liability Company Agreement of ASARCO
LLC, dated Feb. 4, 2005, to provide, among other things, that
the ASARCO Board will consist of three directors and the LLC
Agreement may not be changed absent further Court order.

Brooks Hamilton, Esq., at Haynes and Boone, LLP, in Houston,
Texas, points out that since December 2005 the Debtors' situation
has changed significantly, with high copper prices leading to
greater stability.

The allegation, asserted by the Official Committees of Unsecured
Creditors for ASARCO and the Asbestos Subsidiary Debtors, that
Mr. Sacristan, and Asarco Inc., and its affiliates would engage
in anti-competitive behavior, has proven to be completely
unwarranted, Mr. Hamilton asserts.  More than a year has passed
since Messrs. Lovett and Caine were installed on the Board, but
neither the directors nor parties-in-interest have complained of
any action taken by Asarco Inc. that has harmed ASARCO LLC's
operations.

Moreover, the purported investigation against Asarco Inc. and its
affiliates has not yet resulted in an adversary proceeding, Mr.
Hamilton says.

Therefore, Mr. Hamilton concludes, the justifications underlying
the approval of the Corporate Governance Stipulation have either
ceased to exist or have been revealed to be but spurious excuses
for marginalizing the role of the in-the-money equity in the
Debtors' Chapter 11 cases.

Asarco Inc. has never been consulted in any of the major
decisions that ASARCO LLC made during the course of its
bankruptcy case, Mr. Hamilton asserts.  In fact, even though
Asarco Inc. declared that it has no plans of selling its equity
interest in ASARCO LLC, the ASARCO LLC Board revealed that it is
planning to sell substantially all of its assets to third
parties.

Also, ASARCO LLC has negotiated a new collective bargaining
agreement with certain labor unions and is in the process of
negotiating a settlement with certain governmental agencies for
the resolution of its environmental claims, all of which will
substantially affect Asarco Inc.'s equity interest, Mr. Hamilton
says.

Thus, to ensure that its interests are properly represented by
ASARCO LLC Board, Asarco Inc. desires to appoint two additional
directors.

                        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: Can Expand Keegan Linscott's Scope of Services
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorizes ASARCO LLC to expand the responsibilities of
Keegan, Linscott & Kenon, P.C., to include certain bankruptcy
claims reconciliation services.

As reported in the Troubled Company Reporter on Jan. 16, 2007,
James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
related that the Debtors have an immediate need to employ an
outside firm to facilitate their claims reconciliation process
because of the volume of claims filed against them.  Under the
expanded employment, Keegan will provide reconciliation services
in connection with claims under administrative, priority, secured
and unsecured categories.  ASARCO expects the bulk of the claims
reconciliation work to relate primarily to unsecured claims.

Keegan is expected to:

   (a) review and analyze the proofs of claim filed in the
       various categories;

   (b) review its findings with ASARCO's management;

   (c) prepare a list of claims objections to be submitted to
       Baker Botts, L.L.P, ASARCO's bankruptcy counsel; and

   (d) identify any adjustments that may be needed to be
       done to the Debtors' books based on its claim
       investigation, analysis and reconciliation.

ASARCO will pay Keegan's professionals an hourly rate of $75 to
$250 for services rendered.  ASARCO will also reimburse Keegan for
any necessary out-of-pocket expenses.

Christopher Linscott, director at Keegan, Linscott & Kenon, P.C.,
assures the Court that his firm does not represent any interest
adverse to ASARCO or its estate, and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 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.


BANC OF AMERICA: Moody's Holds B1 Rating on $8 Mil. Class M Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 13 classes of Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-PB2:

   -- Class A-2, $51,590,538, Fixed,  affirmed at Aaa
   -- Class A-3, $90,950,559, Fixed,  affirmed at Aaa
   -- Class A-4, $545,000,000, Fixed, affirmed at Aaa
   -- Class XC, Notional, affirmed at Aaa
   -- Class XP, Notional, affirmed at Aaa
   -- Class B, $50,594,789, Fixed, upgraded to Aaa from Aa1
   -- Class C, $16,864,930, Fixed, upgraded to Aa1 from Aa2
   -- Class D, $14,054,108, Fixed, upgraded to Aa3 from A1
   -- Class E, $19,675,751, Fixed, affirmed at A2
   -- Class F, $11,243,286, Fixed, affirmed at A3
   -- Class G, $14,054,108, Fixed, affirmed at Baa1
   -- Class H, $16,864,930, Fixed, affirmed at Baa2
   -- Class J, $14,054,108, Fixed, affirmed at Baa3
   -- Class K, $16,864,930, WAC,   affirmed at Ba1
   -- Class L, $19,675,751, Fixed, affirmed at Ba3
   -- Class M, $8,432,465, Fixed,  affirmed at B1

As of the Jan 11, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 17.9%
to $923.6 million from $1.1 billion at securitization.  The
Certificates are collateralized by 105 loans.

The pool consists of one investment grade shadow rated loan,
representing 4.6% of the pool, and a conduit component,
representing 95.4% of the pool.  The conduit loans range in size
from less than 1% to 8.3% of the pool, with the top 10 conduit
loans representing 40.2% of the pool.  Thirteen loans,
representing 14% of the pool, have defeased and been replaced with
U.S. Government securities.  Seven loans have been liquidated from
the pool, resulting in aggregate realized losses of approximately
$16.9 million.  There are no loans currently in special servicing.
Twenty five loans, representing 22.5% of the pool, on the master
servicer's watchlist.

Moody's was provided with full year 2005 and partial year 2006
borrower financial statements for 94.3% and 74.3%, respectively,
of the performing loans.  Moody's weighted average loan to value
ratio for the conduit component is 83.6%, compared to 89.8% at
securitization.  Moody's is upgrading Classes B, C, and D due to
improved pool performance, loan amortization, defeasance and
increased credit support.  Classes B and C were upgraded on
Dec. 8, 2006 based on a Q tool based portfolio review.

The one investment grade shadow rated loan is the Town Center East
Loan, $42.8 million, 4.6%, which is secured by the fee interest in
six land parcels in Foster City, California.  Foster City is
approximately 20 miles south of San Francisco.  The parcels are
located in Metro Center, a 100 acre mixed use development
containing office, retail, residential and hotel.  All the land
parcels are under long-term ground leases.  The parcels are
improved with 676,000 square feet of Class A office space and
98,700 square feet of retail space.  Moody's shadow rating is A2,
the same as at securitization.

The top three conduit loans represent 16.3% of the outstanding
pool balance.  Regency Square Mall Loan at $77.7 million, 8.4%, is
secured by a 780,000 square foot regional mall located in
Richmond, Virginia.  This formerly investment grade shadow rated
loan is now treated as part of the conduit component due to a
decline in performance.  The center is anchored by Hecht's, which
operates two stores, Sears and J.C. Penney. Sears and J.C. Penney
own their respective stores and are not part of the collateral.

The property has been the dominant middle market mall serving the
Richmond MSA but its recent performance has been impacted by
competition from two high-end centers, which have opened since
securitization.  As of November 2006 in-line occupancy was 100%,
compared to 84.5% at last review and compared to 95.5% at
securitization.  Despite the increase in occupancy, in-line base
rent revenue has decreased by 23.1% since securitization.  The
loan sponsor is Taubman Centers, Inc.  Moody's LTV is in excess of
100%.

The second largest conduit loan is the MICC Adler Portfolio Loan
at $41.5 million, 4.5%, which is secured by a portfolio of
15 buildings located within the Miami International Commerce
Center in Miami, Florida.  The portfolio totals 627,000 square
feet and consists of eight Class B office buildings, five
office/flex/warehouse buildings and two single tenant retail
buildings.  The portfolio's performance has declined since
securitization due to decreased revenue and higher expenses.  The
overall occupancy of the portfolio has declined to 86.6% as of
November 2006, compared to 89.1% at last review and compared to
91.6% at securitization.  This lower occupancy is somewhat
mitigated by rent increases from recent leasing activity.  Moody's
LTV is in excess of 100%, compared to 92.9% at securitization.

The third largest conduit loan is the 84 William Street Loan at
$31.2 million, 3.4%, which is secured by a highrise multifamily
property located in the Financial District of New York City.  The
building contains 121 apartment units and 5,500 square feet of
ground floor retail space.  The property, which is used for
student housing, is master leased to the New School University
through August 2011.  Moody's LTV is 86.1%, compared to 98.6% at
securitization.

The pool's collateral is a mix of retail, multifamily and
manufactured housing, office, U.S. Government securities,
industrial and self storage and ground lease.  The collateral
properties are located in 29 states.  The highest state
concentrations are California, Florida, Virginia, Michigan  and
New York.  All of the loans are fixed rate.


BUFFALO COAL: Committees Files Joint Chapter 11 Plan
----------------------------------------------------
The respective Official Committee of Unsecured Creditors of
Buffalo Coal Inc. and United Energy Coal Inc., filed with the
U.S. Bankruptcy Court for the Northern District of West Virginia,
a Disclosure Statement explaining their Joint Chapter 11 Plan of
Reorganization.

                         Plan Funding

The Plan Proponents disclose that the Plan will be funded by:

    * cash on hand from the two estates;
    * proceeds from the sale of any assets of either estates; and
    * proceeds from any litigation commenced by the Debtors.

              Treatment of Buffalo Coal's Claims

Under the Plan, Administrative Claims will be paid in full and in
cash.

Secured claim holders will receive either:

    * the collateral securing their claim; or
    * the proceeds from the sale of their collateral.

Remaining claims of secured creditors will be treated as general
unsecured claims.

Holders of Allowed Unsecured Claims will receive their pro rata
share of any amount remaining in Buffalo Coal's estate after
administrative claims and secured creditors are paid.

General Unsecured Claim holders will receive their pro rata share
of the amount remaining after the three previous classes are paid.

As reported in the Troubled Company Reporter on Feb. 1, 2007,
International Coal Group, Inc.'s Vindex Energy subsidiary
completed the purchase of selected assets of Buffalo Coal.

Under the Plan, at the closing of the Vindex sale and once the CDS
Trust assigns its claims to the Buffalo Committee, general
unsecured claim holders will also receive a pro rata portion of
the liquidation of the CDS Trusts' collateral.

Holders of allowed claims against Buffalo Coal for any fine,
penalty, forfeiture or multiple, exemplary or punitive damages,
will receive classes with higher priority are paid.

Holders of equity interest in Buffalo Coal will receive a pro rata
distribution of the amount remaining after all other classes are
paid.

            Treatment of United Energy's Claims

Administrative Claims will be paid a pro-rata portion of the
proceeds from the sale of United Energy's assets, net of payment
of costs of sale and secured claims on the property sold, until
their claims are paid in full.

Secured claim holders of United Energy will receive either:

    * the collateral securing their claim; or
    * the proceeds from the sale of their collateral.

Remaining claims of secured creditors will be treated as general
unsecured claims.

Holders of Allowed Unsecured Claims will receive their pro rata
share of any amount remaining in United Energy's estate after
administrative claims and secured creditors are paid.

General Unsecured Claim holders will receive their pro rata share
of the amount remaining after the three previous classes are paid.

Holders of allowed claims against United Energy for any fine,
penalty, forfeiture or multiple, exemplary or punitive damages,
will receive classes with higher priority are paid.

Holders of equity interest in United Energy will receive a pro
rata distribution of the amount remaining after all other claims
against United Energy are paid.

A full-text copy of the Disclosure Statement is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=070204203820

                       About United Energy

Headquartered in Oakland, Maryland, United Energy Coal, Inc.,
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. W.Va.
Case No. 06-00453).  David A. Hoyer, Esq., at Hoyer, Hoyer &
Smith, PLLC, represents the Debtor.  Court documents do not show
who United Energy's Official Committee of Unsecured Creditors
retained as counsel.  When the Debtor filed for protection from
its creditors, it listed total assets of $103,575,293 and total
debts of total debts of $94,016,306.

                       About Buffalo Coal

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

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

             Buffalo Coal-United Energy Connection

Buffalo Coal was acquired by C&G Energy, Inc., in 2001.  Charles
Howdershelt and Gerald Ramsberg, stockholders of C&G Energy,
formed United Coal in 1999 for the purpose of acquiring the assets
of Winner Brothers Coal.


BUILDING MATERIALS: Moody's Reviews Ratings and May Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed Building Materials Corp. of
America on review for possible downgrade.

The review was prompted by BMCA's planned acquisition of ElkCorp
for approximately $43.50 per share, or over $1 billion including
assumed debt.  As noted through various filings with the SEC, BMCA
has received commitments for financing in the total amount of
$1.9 billion with Deutsche Bank, Bear Stearns, and JPMorgan.

In its review, Moody's will assess BMCA's ability to offset the
acquisitions premium purchase multiples through synergies,
maintain leverage below 5.5x, and generate free cash flow to total
debt of over 2% on an annualized basis.

These ratings have been placed on review:

   -- Corporate family rating, rated B2;

   -- Probability of default rating, rated B2;

   -- $100 million 8% Sr. Sec. Notes Series B due 2007, rated B3,
      LGD4, 69%;

   -- $155 million 8% Sr. Sec. Notes due 2008, rated B3, LGD4,
      69%; and,

   -- $250 million 7.75% Sr. Sec. Notes due 2014, rated B3, LGD4,
      69%.

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, is a national manufacturer of a broad line of asphalt
roofing products and accessories for the residential and
commercial markets.  The company's primary residential roofing
products consist of laminated and strip asphalt shingles.

Incorporated under the laws of Delaware in 1994, the company is an
indirect, wholly-owned subsidiary of G-I Holdings Inc., whose
principal beneficial owner is Samuel Heyman.  G-I is currently
working its way through Chapter 11 bankruptcy proceedings.
Uncertainties include the resolution of the ultimate ownership of
BMCA and whether asbestos litigants will be able to substantively
consolidate BMCA with G-I Holdings by imposing successor liability
on BMCA for asbestos claims against its parent.


CATHOLIC CHURCH: Davenport Panel Wants Pachulski Stang as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Diocese of Davenport's Chapter 11 case asks U.S. Bankruptcy Court
for the Southern District of Iowa for authority to retain
Hamid R. Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski
Stang Zhiel Young Jones & Weintraub LLP as its bankruptcy counsel,
effective as of Jan. 4, 2007.

Committee Co-Chairman Michl Uhde states that the legal services
required of the attorneys are:

    (a) to advise and represent the Committee in its consultations
        with Davenport regarding the administration of the case;

    (b) to advise and represent the Committee in analyzing
        Davenport's assets and liabilities, investigating the
        extent and validity of liens, and participating in and
        reviewing any proposed asset sales, any asset
        dispositions, financing arrangements and cash collateral
        stipulations or proceedings;

    (c) to advise and represent the Committee in any manner
        relevant to reviewing and determining Davenport's rights
        and obligations under leases and other executory
        contracts;

    (d) to advise and represent the Committee in investigating the
        acts, conduct, assets, liabilities and financial condition
        of Davenport, the operation of Davenport's business, and
        the desirability of the continuance of any portion of the
        business, and any other matters relevant to the case or
        to the formulation of a plan;

    (e) to assist, advise and represent the Committee in its
        participation in the negotiation, formulation and drafting
        of a plan of liquidation or reorganization;

    (f) to provide advice to the Committee on the issues
        concerning the appointment of a trustee or examiner under
        Section 1104 of the Bankruptcy Code;

    (g) to assist, advise and represent the Committee in the
        performance of all its duties and powers under the
        Bankruptcy Code and the Federal Rules of Bankruptcy
        Procedure and in the performance of other services as are
        in the interests of those represented by the Committee;

    (h) to assist, advise and represent the Committee in the
        evaluation of claims and on any litigation matters; and

    (i) to provide other services to the Committee as may be
        necessary in the case.

Furthermore, Mr. Uhde says, the primary purpose for retaining the
attorneys is to attempt to maximize the amount of money that will
be made available to be distributed to Davenport's personal
injury and tort claimants.

The terms of employment agreed to by the Committee, subject to
Court approval, are:

    (a) no retainer will be paid to Pahulski Stang;

    (b) neither the Committee nor any of its members will be
        liable for any fees or costs incurred by Pachulski Stang;

    (c) Pachulski Stang has agreed to charge a blended rate of
        $400 per hour for partners and of counsel attorneys, $275
        per hour for associates, and $150 per hour for paralegal
        services;

    (d) Pachulski Stang will not bill the estate for non-working
        travel time incurred for traveling to hearings or
        Committee meetings; and

    (e) Pachulski Stang will seek reimbursement of expenses at its
        cost or as otherwise allowed by the Court.

All fees and expenses are subject to Court approval.

To ease the financial burden on the Committee, Pachulski Stang
seeks authority to reimburse the members of the Committee for
their expenses incurred under Section 503(b)(3)(F) of the
Bankruptcy Code and to seek reimbursement as an expense in the
firm's fee applications.

In addition, the Committee, with the support of Davenport and the
U.S. Trustee, seeks waiver of the rules of Court requiring the
association of local counsel.  The Committee believes that
Pachulski Stang will be able to represent it without the
necessity of retaining local counsel, provided that the Committee
reserves the right to apply to the Court for authority to retain
local counsel if necessary.

Mr. Rafatjoo, Esq., assures the Court that neither he nor his
firm represent interests adverse to the Committee, Davenport, or
the estate, in the matters upon which it is to be engaged; and
his firm is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Court Approves Sale of Spokane Chancery Building
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
approves the sale of the Diocese of Spokane's Catholic Pastoral
Center or Chancery Building to Centennial Properties, Inc. for
$2,050,000.

The Chancery Building will be sold "where is, as is" without
warranty or representation except for those stated in the
Purchase Agreement, Judge Williams says.

At the closing date of the sale, Judge Williams continues,
Spokane is authorized to pay from the proceeds of the sale all
standard closing costs and fees, plus:

    * a $50,000 breakup fee to River Run Ventures, LLC; and
    * a $120,000 commission to Keen Realty LLC.

The Diocese will use the proceeds of the sale to pay sex abuse
claimants.

The Chancery Building, located at 1023 W. Riverside in Spokane,
is the main administration headquarters of the Roman Catholic
Church in Eastern Washington and houses the Bishop's office.  The
building is among the assets claimed by the Diocese when it filed
for bankruptcy.

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


CELESTICA INC: Poor Performance Cues Moody's Ratings' Review
------------------------------------------------------------
Moody's Investors Service has placed the ratings of Celestica Inc
under review for possible downgrade.

This is based on the poor performance and operational issues
reported as part of company's fourth quarter earnings release and
Moody's concerns regarding the company's ability to rectify its
operational issues in a timely manner to minimize customer
attrition and its impact on Celestica's revenue, profitability,
and cash flow.

Celestica reported that while revenue for the fourth quarter was
generally in line with expectations, it is faced with significant
operational issues at its Mexican facilities, a core piece of the
company's cost re-alignment strategy.  Execution challenges which
included sub par ERP systems capability resulted in a $30 million
inventory write off at the Mexico site, and became a reason for
"customer disengagement".

Celestica also reported that its revenue guidance for first
quarter 2007 will be negatively impacted mainly by seasonality and
partly by these customer disengagements as well.  The company will
also incur an additional $60 to $80 million in restructuring
charges.

As part of the review, Moody's will focus on management's plans to
turnaround its operations and improve execution -- a key
competitive differentiation in the EMS industry.  Moody's will
also examine prospects for improvements in Celestica's revenue,
profitability, free cash flow generation given the uncertainty
provided by the company's operational mishaps.

Furthermore, Moody's will also review management's business and
financial strategies given the recent changes in the company's key
management -- the latest being the resignation of Celestica CFO,
announced as part of the earnings call yesterday.

These ratings are placed under review for possible downgrade:

   -- Corporate family rating at Ba3;

   -- Probability of default rating at Ba3;

   -- $500 million 7.875% Senior Subordinated Notes due 2011 at B2
      LGD5, 87%;

   -- $250 million 7.5% Senior Subordinated Notes due 2013 at B2,
      LGD5, 87%;

   -- Speculative grade liquidity rating SGL -- 1.

Headquartered in Toronto, Canada, Celestica Inc. is a global
provider of electronics manufacturing services to original
equipment manufacturers in the information technology and
communications industry.  For the year ended December 2006, the
company generated adjusted EBITDA totaling $274 million from
$8.8 billion in net sales.


CITIGROUP COMMERCIAL: Moody's Holds Low-B Ratings 7 Class Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 15 classes of Citigroup Commercial
Mortgage Trust 2004-C1, Commercial Mortgage Pass-Through
Certificates, Series 2004-C1:


   -- Class A-2, $123,143,978, Fixed, affirmed at Aaa
   -- Class A-3, $217,418,000, WAC Cap, affirmed at Aaa
   -- Class A-4, $553,662,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $31,039,000, WAC, upgraded to Aaa from Aa2
   -- Class C, $13,302,000, WAC, upgraded to Aa1 from Aa3
   -- Class D, $26,605,000, WAC, upgraded to A1 from A2
   -- Class E, $13,302,000, WAC, affirmed at A3
   -- Class F, $14,780,000, WAC, affirmed at Baa1
   -- Class G, $11,824,000, WAC, affirmed at Baa2
   -- Class H, $19,214,000, WAC, affirmed at Baa3
   -- Class J, $5,913,000, WAC Cap, affirmed at Ba1
   -- Class K, $5,912,000, WAC Cap, affirmed at Ba2
   -- Class L, $5,912,000, WAC Cap, affirmed at Ba3
   -- Class M, $5,912,000, WAC Cap, affirmed at B1
   -- Class N, $2,956,000, WAC Cap, affirmed at B2
   -- Class P, $4,434,000, WAC Cap, affirmed at B3
   -- Class PM, $1,340,074, Fixed,  affirmed at Ba1

As of the Jan. 18, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 9.1%
to $1.074 billion from $1.182 billion at securitization.  The
Certificates are collateralized by 103 loans.  The pool consists
of two investment grade shadow rated loans, representing 14.1% of
the pool, and a conduit component, representing 85.9% of the pool.

The conduit loans range in size from less than 1% to 8.4% of the
pool, with the top 10 conduit loans representing 40.1% of the
pool.  Five loans, representing 6.1% of the pool, have defeased
and been replaced with U.S. Government securities.  There have
been no loans liquidated from the pool.  There are no loans
currently in special servicing.  There are 22 loans, representing
11.7% of the pool, on the master servicer's watchlist.

Moody's was provided with full year 2005 operating results for
93.2% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 92.5%, compared to 96.5%
at securitization.  Moody's is upgrading Classes B, C, and D due
to improved pool performance, loan amortization, defeasance and
increased credit support.

The largest shadow rated loan is the Yorktown Center Loan at
$90.6 million, 8.4%, which is secured by a two-level, enclosed
super-regional mall in Lombard, Illinois.  Lombard is
approximately 22 miles west of the Chicago CBD.  Built in 1968 and
renovated and expanded in 1985 and 1994, the total mall GLA is
1.5 million square feet.

The collateral for this loan includes 620,000 square feet of in-
line space, outparcel buildings and an 84,000 square foot strip
shopping center known as the Shops at Yorktown.  The mall is also
shadow anchored by a freestanding 145,000 square foot Target
Store.  The center's occupancy as of January 2007, excluding
anchors, is 83, the same as at securitization.  Moody's current
shadow rating is Baa3, the same as at securitization.

The second largest shadow rated loan is the Pecanland Mall Loan at
$60.3 million, 5.6%, which is secured by single-level, enclosed
regional mall in Monroe, Louisiana.  Monroe is located south of
I-20, between Shreveport, Louisiana and Jackson, Mississippi. Non-
collateral anchors include Dillard's, J.C. Penney, Sears and Belk.
Built in 1985, the total mall GLA is 947,000 square feet.

The collateral for this loan includes 349,000 square feet of in-
line space and junior anchor space.  The mall's collateral
occupancy as of December 2006 was 90%, compared to 97.2% at
securitization.  The sponsor is General Growth Properties, Inc.
The loan amortizes on a 25-year schedule.  Moody's current shadow
rating is Baa3, the same as at securitization.

The top three conduit loans represent 11.6% of the outstanding
pool balance.  The Lake Shore Place Loan at $56.4 million, 5.2%,
is secured by the leased fee interest in a nine story, Class B
office tower.  The collateral consists of 423,000 square feet of
office space, which is a portion of a 2.2 million square foot
mixed use complex, 66,000 square feet of ground floor and basement
retail space and a 331-space parking garage.  Built in 1923 and
renovated in 1992, the property is located in the North Michigan
Avenue office submarket of Chicago, Illinois.  Key tenants include
Playboy Enterprises, NW Medical Faculty Foundation, NW Medical
School, NW Memorial Physician's Group and Treasure Island Foods.
As of October 2006 occupancy was 97.6%, compared to 96.4% at
securitization.  Moody's LTV is 84.2%, compared to 97.2% at
securitization.

The second largest conduit loan is the Nashua Mall Loan at
$34.3 million, 3.2%, which is secured by a leased fee interest in
ten one-story retail buildings that collectively form a power
center located in Nashua, New Hampshire.  Nashua is situated
approximately 45 miles northwest of Boston, Massachusetts.  Built
in 1966 and renovated in 2003, the collateral GLA of 319,000
square feet includes 257,000 square feet of anchor/major tenant
space and 62,000 square feet of in-line space.  The center is also
shadow anchored by a freestanding 131,000 square foot Home Depot.
The center's occupancy as of October 2006 was 100%, the same as at
securitization.  Major tenants include Kohl's, Burlington Coat
Factory, Christmas Tree Shops, Toys"R"Us and L.L.Bean.  Moody's
LTV is 94.1%, compared to 98.5% at securitization.

The third largest conduit loan is the Crossroads Center Portfolio
Loan, which is secured by a portfolio of two retail centers
located in the Toledo, Ohio and Detroit, Michigan MSAs.
Crossroads Center is located in Rossford, Ohio, within the Toledo
MSA.  The collateral includes 238,000 square feet.  Shadow anchors
include Target and Home Depot.  Key tenants include Giant Eagle,
Linens-n-Things and Michaels Stores.  Occupancy as of November
2006 was 98.0%, the same as at securitization.  Auburn Mile
Shopping Center is located in Auburn Hills, Michigan, within the
Detroit MSA.  The collateral includes 325,000 square feet.  Shadow
anchors include Meijer, Costco, Target and Best Buy.  Key tenants
include JoAnn Stores, Staples and Olive Garden.  Occupancy as of
November 2006 was 100%, the same as securitization.  Moody's LTV
is in excess of 100%, compared to 99.9% at securitization.

The pool's collateral is a mix of retail, multifamily and
manufactured housing, office and mixed use, U.S. Government
securities, lodging and land.  The collateral properties are
located in 32 states.  The highest state concentrations are
Illinois, California, Florida, Texas and Ohio.  All of the loans
are fixed rate.


COMVERSE TECH: Common Stock Delisted from NASDAQ Effective Feb. 1
-----------------------------------------------------------------
Comverse Technology, Inc. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it received a
decision, dated Jan. 30, 2007, from the NASDAQ Listing and Hearing
Review Council, stating that the company's common stock will be
delisted from NASDAQ, effective at the open of business last
Thursday, Feb. 1, 2007.

As reported in the Troubled Company Reporter on Dec. 27, 2006, the
company disclosed that it received an additional Staff
Determination Letter from NASDAQ indicating that the reported
delay in the filing of the Form 10-Q for the fiscal quarter ended
Oct. 31, 2006 served as an additional basis for the delisting of
the company's securities from NASDAQ under NASDAQ Marketplace
Rule 4310(c)(14).

With the delisting of its common stock from NASDAQ, the company
expects that its common stock will be quoted in the "Pink Sheets"
beginning on Feb. 1, 2007.  The company expects that the trading
symbol of its common stock will remain the same (CMVT or CMVT.PK).

Mark Terrell, Comverse Technology's Chairman, said, "Comverse
Technology remains a financially strong, world class company with
more than 7,000 employees serving customers in more than 100
countries.  The NASDAQ decision will not affect our ability to
continue providing outstanding products, technology and service to
our customers worldwide. We are committed to regaining compliance
with all filing requirements and obtaining relisting of our common
stock in a timely manner."

As a result of the delisting of the company's common stock from
NASDAQ, holders of the company's Zero Yield Puttable Securities
due May 15, 2023 and New Zero Yield Puttable Securities due May
15, 2023 will have the right to require the company to repurchase
their ZYPS at a purchase price equal to 100% of the principal
amount of the ZYPS purchased.  The aggregate outstanding principal
amount of ZYPS under the applicable Indentures was approximately
$419,647,000.

As of Oct. 31, 2006, the company had cash and cash equivalents,
bank time deposits and short term investments of $1,867,761,000.

Comverse Technology, Inc. -- http://www.comverse.com/-- (NASDAQ:
CMVT) through its Comverse, Inc. subsidiary, provides software and
systems enabling network-based multimedia enhanced communication
and billing services.  The company's Total Communication
portfolio includes value-added messaging, personalized data and
content-based services, and real-time converged billing solutions.
Over 450 communication and content service providers in more than
120 countries use Comverse products to generate revenues,
strengthen customer loyalty and improve operational efficiency.

Other Comverse Technology subsidiaries include: Verint Systems
(NASDAQ: VRNT), which provides analytic software-based solutions
for communications interception, networked video security and
business intelligence; and Ulticom (NASDAQ: ULCM), which provides
of service enabling signaling software for wireline, wireless and
Internet communications.


COMVERSE TECHNOLOGY: Delisting Prompts S&P to Hold Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BB-' corporate credit
and senior unsecured debt ratings on New York, New York-based
Comverse Technology Inc. on CreditWatch with negative
implications, where they were placed on March 15, 2006.

"On Feb. 1, 2007, Comverse's common stock, along with that of its
wholly owned subsidiaries Verint Systems Inc. and Ulticom Inc.,
were delisted from NASDAQ because of the companies' failure to
file form 10-K annual financial statements for the year ended Jan.
31, 2006, or any subsequent form 10-Q quarterly financial
statement," said Standard & Poor's credit analyst Ben Bubeck.

As a result of this delisting, holders of Comverse's convertible
notes will have the right to require the company to repurchase the
notes at a purchase price equal to 100% of the principal amount.

It should be noted that the company reported cash balances of
nearly $1.9 billion as of Oct. 31, 2006, compared with
approximately $420 million of outstanding convertible notes.
Therefore, the company is expected to be able to meet a
potentially accelerated maturity with current balance sheet
liquidity, if necessary.

Standard & Poor's will continue to monitor developments with
Comverse, including financial restatements, changes to the
strategy and corporate governance practice that may stem from
management departures, potential litigation, and debt maturity
acceleration to determine what, if any, affect they have on debt
ratings.  If holders of the convertible notes exercise their
rights to require the company to repurchase the notes, and they
are retired, Standard & Poor's  ratings on Comverse will be
withdrawn.


CREDIT SUISSE: Fitch Rates $10 Mil. Class B-3 Certificates at BB
----------------------------------------------------------------
Fitch rates Credit Suisse First Boston Mortgage Securities Corp.
Home Equity Asset Trust 2007-1 as:

   -- $788,500,100 classes 1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, R
      and P certificates 'AAA';

   -- $73,000,000 class M-1 and M-2 certificates 'AA+';

   -- $20,000,000 class M-3 certificate 'AA';

   -- $17,500,000 class M-4 certificate 'AA-';

   -- $17,500,000 class M-5 certificate 'A+';

   -- $16,000,000 class M-6 certificate 'A-';

   -- $14,500,000 class M-7 certificate 'BBB+';

   -- $16,500,000 classes M-8 and B-1 certificates 'BBB';

   -- $6,500,000 class B-2 certificate 'BBB-'; and,

   -- $10,000,000 class B-3 certificate 'BB'.

The 'AAA' rating on the senior certificates reflects the 21.15%
total credit enhancement provided by the 3.8% class M-1, 3.5%
class M-2, 2% class M-3, 1.75% class M-4, 1.75% class M-5, 1.6%
class M-6, 1.45% class M-7, 1.05% class M-8, 0.6% class B-1, 0.65%
class B-2, 1% class B-3, the 2% initial over-collateralization,
and the 2.00% target OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Wells Fargo Bank
and Select Portfolio Servicing.

The mortgage pool consists of first and second lien, fixed- and
adjustable-rate, sub-prime mortgage loans with a cut-off date
aggregate principal outstanding balance of $951,386,571.  As of
the cut-off date, the weighted average loan rate is approximately
8.15%, and the weighted average original term to maturity is 355
months.  The average cut-off date principal balance of the
mortgage loans is approximately $200,401.  The weighted average
original loan-to-value ratio is 81.39%, and the weighted average
Fair, Isaac & Co. score is 636.  The properties are located in
California, Florida, and Arizona, and otherwise distributed over
many other states.

On the closing date, the depositor will deposit approximately
$48,613,529 into a pre-funding account.  The amount in this
account will be used to purchase subsequent mortgage loans after
the closing date and on or prior to April 24, 2007.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


DYNEGY INC: Sells Power Plant to Entergy Gulf States for $57 Mil.
-----------------------------------------------------------------
Entergy Gulf States, Inc., an Entergy Corporation subsidiary, has
signed a Purchase and Sales Agreement to acquire the Calcasieu
Generating Facility, a 322-megawatt power plant, from Dynegy Inc.,
for approximately $57 million.

"The acquisition of a modern, quick-start peaking generation
resource such as Calcasieu will help meet the demand of our
utilities' customers and provides long term savings for those
customers when compared to other alternatives," said J. Wayne
Leonard, Entergy's chairman and chief executive officer.  "This
transaction is well aligned with our disciplined, market point of
view for capital deployment.  In addition, the Facility's location
in southwestern Louisiana is clearly advantageous because of its
close proximity to large customer loads with large potential load
swings.  The quick-start nature of Calcasieu allows it to be
dispatched with short notice and will be beneficial due to
limitations on the ability to import power into the region."

EGS plans to invest approximately $6 million in facility upgrades
at the Calcasieu generating facility with transaction costs
estimated at $3 million, bringing the total capital cost of the
project to approximately $66 million or $205 per kilowatt.

The facility is a nominal 322-megawatt Siemens simple-cycle gas-
fired generating facility located near the city of Sulphur in
southwestern Louisiana.  Units 1 and 2 of the facility entered
commercial service in 2000 and 2001, respectively.

The plant will be 100% owned by EGS and closing is expected to be
completed in early 2008.  The purchase is contingent upon
obtaining necessary approvals, including full cost recovery, from
various federal agencies, state regulatory and permitting agencies
and the filing of notification under the Hart-Scott-Rodino
antitrust law.

                       About Entergy Corp.

Entergy Corporation -- http://www.entergy.com/-- is an integrated
energy company engaged primarily in electric power production and
retail distribution operations.  Entergy owns and operates power
plants with approximately 30,000 megawatts of electric generating
capacity, and it is the second-largest nuclear generator in the
United States.  The Entergy System delivers electricity to 2.6
million utility customers in Arkansas, Louisiana, Mississippi and
Texas.  Entergy has annual revenues of more than $10 billion and
approximately 14,000 employees.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE:DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                         *     *     *

Dynegy Inc.'s 7.2% Junior Subordinated Notes due 2066 carry
Moody's Investors Service's Ba1 rating and Standard & Poor's BB
rating.


FINAL ANALYSIS: Wants Until Feb. 12 to File Schedules & Statements
------------------------------------------------------------------
Final Analysis Communication Services Inc. asks the United States
Bankruptcy Court for the District of Maryland to further extend,
until Feb. 12, 2007, the deadline to file its schedules of assets
and liabilities and statements of financial affairs.

The Debtor's current management discloses that it has limited
access to its books and records and tells the Court that it is
impossible to complete its schedules and statement by Jan. 29,
2007.  The Court had initially extended the Debtor's deadline to
file its schedules and statements to Jan. 29.

The Debtor says that that it consulted the U.S. Trustee regarding
the extension request and the Trustee didn't oppose the additional
extension.

Lanham, Md.-based Final Analysis Communication Services Inc. --
http://www.finalanalysis.com/-- is principally engaged in the
construction of a mobile satellite system and the development of
global wireless data and messaging services.  The company filed
for chapter 11 protection on Dec. 29, 2006 (Bankr. D. Md.
Case No. 06-18520).  J. Daniel Vorsteg, Esq., Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, represent the Debtor.  No official committee of
unsecured creditors has been appointed in the case at this time.
When it filed for bankruptcy, the Debtor estimated its assets at
more than $100 million and debts at $1 million to $100 million.


FRASER PAPERS: Moody's Puts Downgraded Ratings on Further Review
----------------------------------------------------------------
Moody's Investors Service lowered Fraser Papers Inc.'s ratings and
initiated a review for possible further downgrade.

Ratings affected by the downgrade and review are Fraser Papers'
corporate family rating revised to Caa2 from Caa1 and senior
unsecured rating, to Caa3 from Caa2.

At the same time Moody's lowered Fraser Papers' speculative grade
liquidity rating to SGL-4 from SGL-3.  The downgrades and review
were prompted by the report that Fraser Papers' has entered into a
definitive agreement to acquire the operations of Katahdin Paper
Company LLC for $50 million plus working capital of approximately
of $30 million.  The total consideration will be paid for with
cash and debt.

The downgrade reflects Fraser Papers' poor operating performance
and negative free cash flow, coupled with the use of cash and
incurrence of debt to fund the acquisition of the Katahdin assets.
Moody's is concerned that the company will use up most of its
available cash and contractual liquidity in closing the Katahdin
transaction, leaving it exposed to a possible liquidity crisis.

The review will focus on:

   -- the amount of debt taken on to finance the acquisition and
      Fraser Papers' ability to service new and existing debt from
      the acquired and existing assets;

   -- the amount of cash used in acquiring the assets and Fraser
      Papers' remaining available liquidity including that
      available from existing and new credit facilities; and,

   -- Fraser Papers' ability to generate cash flow in the
      difficult paper and lumber markets in which the company
      operates.

The lowering of the speculative grade liquidity rating to SGL-4
from SGL-3 reflects the company's weak liquidity.

Moody's anticipates that the purchase of the Katahdin assets will
use up most of the company's current cash and utilize most of the
remaining capacity under its existing $90 million asset based
revolver.  The company has indicated its intention to increase the
revolver as necessary to fund the transaction.  The SGL-4 rating
reflects Moody's belief that Fraser Papers may not have adequate
cash on hand over the course of the next twelve months to cover
capex of approximately of approximately $15 million, interest
expense of approximately $13 million and ongoing working capital
needs.

Moody's believes that the company could consume additional cash
due to:

   -- the company may continue to generate negative operating cash
      flow as it has done historically;

   -- the company may continue to set aside significant amounts of
      cash to fund its large pension obligations; and,

   -- the company may make additional expansionary investments.

Additionally, in the event the company manages to generate
positive free cash flow from the Katahdin supercalendar business,
it will be required to make royalty payments to Brookfield Asset
Management under the purchase agreement that will start at 80% of
the supercalendar business cumulative free cash flow, and decline
over time.

Moody's believes that Fraser Papers' alternative sources of
liquidity are limited principally to the sale of its 22% interest
in the Acadian Income Fund and a refund of lumber duties.

Ratings downgraded and placed under review:

   -- Corporate family rating, to Caa2 from Caa1

   -- PDR: to Caa2 from Caa1

   -- $68 million 8.75% sr. unsecured notes due 2015, to Caa3,
      LGD4, 69% from Caa2

Moody's last rating action on Fraser Papers' was the lowering of
its corporate family and senior unsecured ratings to Caa1 and
Caa2, respectively, on Aug. 24, 2006.

Fraser Papers Inc., headquartered in Toronto, Ontario is engaged
in the fine papers, pulp and lumber segments of the forest
products industry and had sales of $918 million in 2005.


GAINEY CORP: Moody's Holds B2 Ratings & Says Outlook is Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed all ratings of Gainey
Corporation:

   -- corporate family of B2
   -- senior secured of B2

The company's rating outlook is revised to negative from stable.

The negative outlook reflects Moody's belief that the slowdown in
demand for truckload freight in North America encountered in the
second half of 2006 will cause Gainey's 2006 actual results to
meaningfully underachieve expectations for EBITDA set at the
beginning of 2006.

As well, the under-performance to plan in 2006 implies that 2007
results could also under-perform the company's original
projections, which would result in smaller improvements in credit
metrics than that contemplated at the time the credit facility was
arranged.  Maintaining compliance with the financial covenants of
the credit facility, which become significantly more restrictive
on each March 31 of 2007, 2008 and 2009, may become more difficult
for Gainey, particularly as demand for truckload freight is not
expected to recover until the second half of 2007 in line with
industry and economic forecasts or if demand does not recover as
expected.

The B2 rating reflects the company's low concentration of revenues
and the long-term relationships it holds with a number of large
industrial and retail customers.  Annual depreciation expense of
about $42 million provides a significant cushion to Funds From
Operations and to cash coverage of interest, notwithstanding the
low margin nature of Gainey's truckload operations.

The ratings also reflect the expectation that Gainey should
generate a meaningful level of positive free cash flow in 2007,
even if demand remains weak, as very low net capital expenditures
of about $5 million have been planned.  Expectations of positive
free cash flow, an estimated cash balance of $8 million heading
into 2007 and that the revolver remains un-drawn imply a good
liquidity position, although prospective compliance with financial
covenants is not assured.  Gainey's inherently low EBIT margins,
the cyclical pressure on free cash flow and leverage caused by the
need of truckload operators to continually reinvest in their
fleets, and the cyclical demand of truckload freight balance the
ratings.

The ratings may be downgraded if operating trends remain weak such
that EBIT to Interest is sustained below 1x or Debt to EBITDA is
sustained above 5x.  Moreover, the ratings could be adversely
affected if a protracted period of underperformance creates
further pressure on the company's ability to maintain its current
liquidity profile, either through significant usage of bank
facilities to fund cash needs or if availability of the revolver
were constrained due to covenant pressures.  There is little
upward pressure on the ratings over the intermediate term.
However, the outlook could be stabilized if EBIT to Interest is
sustained above 1x and Debt to EBITDA remains below 4.5x.
Stabilization of the ratings could also occur if Gainey were to
demonstrate the ability to fund ongoing fleet reinvestment from
operating cash flows rather than from the incurrence of additional
debt or if operating results improve to a level that assures
compliance with covenants with a reasonable cushion.

Outlook Actions:

   * Gainey Corporation

      -- Outlook, Changed To Negative From Stable

Gainey Corporation, headquartered in Grand Rapids, Michigan,
provides truckload transportation services, primarily through its
owned fleet, throughout the continental U.S. and certain provinces
of Canada.


GIBSON GUITAR: Moody's Rates $150 Million Senior Facilities at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Gibson Guitar Corp.

Moody's also assigned a Ba3 rating to the company's $150 million
of senior secured credit facilities, consisting of a revolving
credit facility and term loan facility.  The company will use
proceeds from the senior secured credit facilities to refinance
existing indebtedness and fund two acquisitions that are expected
to close in the short-term.

The ratings outlook is stable.  This is a first time rating for
the company.

These ratings were assigned:

   -- Gibson Guitar Corp.

   -- Corporate family rating at Ba3;

   -- Probability-of-default rating at B1;

   -- $50 million senior secured revolving credit facility due
      2012 at Ba3, LGD3, 31%; and,

   -- $100 million senior secured term loan B due 2014 at Ba3,
      LGD3, 31%.

The operations comprising the credit base of this borrower consist
of Gibson's largest and most profitable businesses but exclude
certain smaller and developmental stage operations.

The restricted subsidiary operations account for roughly 85% of
revenues and all consolidated operating income while non-core
operations account for the remainder of revenues and are currently
generate operating losses.  All financial numbers and credit
metrics refer to the core operations.

Gibson's Ba3 corporate family rating is driven by significant
qualitative risks, including modest scale, limited product
diversification, the highly discretionary nature of its products,
the mature nature of the music products category, and potential
acquisition risk as the company seeks to expand its portfolio of
branded instruments.

The rating also reflects aggressive financial policy given the
likelihood of Gibson making advances to its non-core operations
that will likely limit material debt reduction.  Notwithstanding
these risks, the rating is supported by Gibson's good quantitative
profile with pro forma metrics largely centered around the Ba
ratings category.

The ratings is also supported by the company's portfolio of well
recognized brand names, strong consumer loyalty, material share
within its target market, positive organic growth trends, a highly
variable cost structure that reduces its exposure to margin
compression if volumes weaken, and favorable operating margins in
the mid-teens.

The stable outlook reflects Moody's expectation that Gibson will
sustain positive volume trends and EBITA margins in the mid-teens,
such that debt to EBITDA remains below 3.5x for FY 2007.  The
stable outlook also reflects Moody's expectation that the company
will generate free cash flow to debt in excess of 3% during FY
2007, and exceeding 5% in FY 2008 and thereafter.  The current
ratings and outlook does not consider the impact of any future
acquisitions.

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names.  The company also sells
other stringed instruments and instrument-related accessories such
as amplifiers, speakers, and picks/straps.  The company estimates
that revenues were $227 million for the LTM ended Sept. 24, 2006.


GREENSTONE RESOURCES: Court Approves Amended Plan of Arrangement
----------------------------------------------------------------
Shimmerman Penn Title & Associates Inc., in its capacity as
trustee of the bankruptcy estate of Greenstone Resources Ltd. and
not in its personal capacity, disclosed that on Jan. 30, 2007, the
Ontario Superior Court of Justice made an order in connection with
the reorganization of the Company pursuant to the Companies'
Creditors Arrangement Act (Canada) and Canada Business
Corporations Act (Canada).

The Sanction Order, among other things:

   (a) sanctioned and approved the Amended Consolidated Plan of
       Arrangement of Greenstone Resources Ltd. dated Jan. 25,
       2007;

   (b) approved a number of technical amendments to the Amended
       Plan as specified in the Sanction Order;

   (c) authorized and directed the Trustee to take all actions
       necessary, desirable or appropriate to implement the
       Amended Plan in accordance with its terms and to satisfy
       the conditions to the implementation of the Amended Plan;

   (d) directed the Trustee to file, on the implementation of the
       Amended Plan, Articles of Arrangement in respect of the
       company substantially in the form attached to the Amended
       Plan;

   (e) annulled the company's bankruptcy effective as at the
       implementation of the Amended Plan; and

   (f) conditional upon the implementation of the Amended Plan:

       (i) approved the compromises and the arrangement
           contemplated under the Amended Plan and made them
           binding and effective upon all creditors and other
           persons affected by the Amended Plan;

      (ii) stayed proceedings against the directors and officers
           of New Greenstone and discharged claims against the
           directors and officers of the company;

     (iii) discharged Greenstone and all present directors and
           officers of Greenstone from any and all liability with
           respect to all claims;

      (iv) fixed the number of directors of New Greenstone at
           three and appointed the directors of New Greenstone;

       (v) approved the New Greenstone By-Laws; and

      (vi) deemed each Noteholder to have transferred its Notes
           and associated claims in accordance with the terms of
           the Amended Plan.

The Trustee will file a Certificate with the Court once all of the
conditions to the implementation of the Amended Plan have been
satisfied.

At a meeting of the company's creditors held on Jan. 25, 2007 to
consider the Amended Plan, the required majority of the company's
creditors present and voting at the Meeting accepted the Amended
Plan.

Headquartered in Toronto, Ontario, Greenstone Resources Ltd.
(Nasdaq:GRERF.PK) owns gold operations, located in Honduras and
Nicaragua.


HARBOURVIEW CDO: Fitch Holds Junk Rating on $22 Mil. Class B Notes
------------------------------------------------------------------
Fitch downgrades one class of notes and revises the Distressed
Recovery rating on another class of notes issued by HarbourView
CDO III Funding, Ltd.

These rating actions are effective immediately:

   -- $99,371,148 class A notes downgraded to 'B' from 'A-' and
      assigned a DR rating of 'DR2'; and,

   -- $22,500,000 class B notes remain 'C', DR rating revised
      downward to 'DR6' from 'DR5'.

HarbourView III is a collateralized debt obligation that closed
April 24, 2001 and is managed by HarbourView Asset Management
Corporation.

HarbourView III has exited its reinvestment period and currently
has a portfolio composed primarily of diversified structured
finance assets, along with some corporate and real-estate-
investment-trust debt.  Included in this review, Fitch discussed
the current state of the portfolio with the asset manager and
their portfolio management strategy going forward.

In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

HarbourView III entered an event of default in March 2005 due to
the aggregate principal balance of the collateral debt securities
falling below the combined outstanding balance of the class A & B
notes.  Prior to the June 2005 payment date, the class A
noteholders voted to accelerate the maturity of the notes.  As a
result, all available principal and interest proceeds less senior
transaction fees and expenses, including the hedge counterparty
payment, are used to pay first the class A interest, and then
class A principal, until the notes are paid in full.  Only after
the class A notes are paid in full will the class B notes receive
any further proceeds.

At the time of Fitch's last review there was over $127 million in
performing assets.  Since then approximately $42.8 million of
principal proceeds has been received, mostly from prepayments of
performing assets.  The majority of these proceeds have been used
to redeem the class A principal balance.  However, these
prepayments have also resulted in fewer assets being available to
potentially provide excess spread to the transaction.

Approximately 37.6% of the remaining portfolio par balance is
considered to be distressed by Fitch.  Currently, Fitch views the
class A notes as being undercollateralized when the par balance is
adjusted for expected recoveries on distressed assets.  Therefore,
the class A notes need to rely on excess spread to pay class A
principal to receive their full principal amount.  This reliance
on excess spread makes the future cash flows to the class A notes
dependent on the assets both performing and remaining outstanding
long enough to allow for continued excess interest collections to
amortize the notes.

The reduction in excess spread as a form of credit enhancement due
to the rapid prepayment of the performing assets has diminished
the likelihood of the class A notes receiving full par by
maturity.  This also decreases the likelihood of the class B notes
receiving future cash flows.  Fitch therefore revises the DR
rating on the class B notes to 'DR6' from 'DR5', which allows for
the possibility of the class B notes receiving minimal payments in
the future.  The ratings of the class A and class B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.


HARD ROCK: S&P Withdraws B+ Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating, on Hard Rock Hotel Inc.  The
ratings withdrawal follows the report that substantially all of
the tenders and consents from the holders of the company's
outstanding $140 million 8.875% second-lien notes due 2013 have
been received.

The cash tender offer relates to the agreed upon sale of the Hard
Rock Hotel & Casino in Las Vegas to Morgans Hotel Group Co. for
$421 million, which is subject to a number of adjustments.  The
acquisition must close at the earlier of seven business days after
Morgans' receipt of all necessary gaming approvals to consummate
the transaction, and Feb. 10, 2007, unless further extended by the
parties.


HERTZ CORP: Seeks to Amend Term Loan & ABL Revolving Facilities
---------------------------------------------------------------
The Hertz Corp. is seeking to amend its term loan facility and
asset based revolving credit facility.

The proposed amendments would have the effect of lowering the
pricing on the Term Loan Facility by 25 basis points from the
pricing currently in effect and the ABL Facility by 25 basis
points, which should result in corresponding decreases in The
Hertz Corp.'s interest expense.

In addition to lowering the pricing, among other things, the
company is seeking to increase availability under the ABL Facility
from $1.6 billion to $1.8 billion and currently intends to prepay
a portion of the borrowings under the Term Loan Facility,
resulting in a reduction of the outstanding borrowings under
the Term Loan Facility from approximately $1.98 billion to
approximately $1.4 billion.

The proposed amendments require the consent of the lenders under
each of the Term Loan Facility and the ABL Facility.  There can
be no assurance that Hertz Corp. will receive the required
consents or be able to amend the Term Loan Facility or the ABL
Facility.

Headquartered in Park Ridge, New Jersey, Hertz Corp. --
http://www.hertz.com/-- is a car rental company that operates
from approximately 7,600 locations in 145 countries worldwide.

Hertz also operates an equipment rental businesses, Hertz
Equipment Rental Corporation, offering a diverse line of
equipment, including tools and supplies, as well as new and used
equipment for sale, to customers ranging from major industrial
companies to local contractors and consumers through more than 360
branches in the United States, Canada, France and Spain.

Hertz has operations in Philippines, Hungary, and Peru, among
others.

                          *    *    *

Standard & Poor's Ratings Services affirmed on Nov. 16, 2006,
its ratings on Hertz Corp., including the 'BB-' corporate credit
rating, and removed them from CreditWatch, where they were
placed with negative implications June 26, 2006.  S&P said the
outlook is negative.


HERTZ CORP: Unit Adds 24 Locations as Part of Rental Expansion
--------------------------------------------------------------
Hertz Equipment Rental Corp., Hertz Corp.'s industrial equipment
rental unit, added 24 General Rental locations in 2006 as part of
its planned expansion in that line of equipment rental.

Grand opening celebrations were held for all 24 locations in a
year that saw some of HERC's most well-attended events,
including the April 21, 2006, opening in Oklahoma City, which
drew more than 1,400 people; and the Oct. 13, 2006 opening in
Bakersfield, California, which drew more than 1,200 people.
Cumulatively, the 2006 events, held between the months of March
and October, attracted more than 14,000 attendees.

"The success of our 2006 general rental events underscores the
importance of HERC's strategic growth as a full-service
equipment rental company," Gerry Plescia, President of Hertz
Equipment Rental Corporation, said.

HERC began its general rental program during 2003, in support of
its commitment to increase services and products available for
small to medium-sized contractors and homeowners.  The company
has since opened 55 general rental facilities, including 20 in
2005.  Currently, HERC has 115 locations in the U.S. and Canada
operating in the General Rental program.

Headquartered in Park Ridge, New Jersey, Hertz Corp. --
http://www.hertz.com/-- is a car rental company that operates
from approximately 7,600 locations in 145 countries worldwide.

Hertz also operates an equipment rental businesses, Hertz
Equipment Rental Corporation, offering a diverse line of
equipment, including tools and supplies, as well as new and used
equipment for sale, to customers ranging from major industrial
companies to local contractors and consumers through more than 360
branches in the United States, Canada, France and Spain.

Hertz has operations in Philippines, Hungary, and Peru, among
others.

                          *    *    *

Standard & Poor's Ratings Services affirmed on Nov. 16, 2006,
its ratings on Hertz Corp., including the 'BB-' corporate credit
rating, and removed them from CreditWatch, where they were
placed with negative implications June 26, 2006.  S&P said the
outlook is negative.


HESS CORP: Moody's Puts Ba1 Long-Term Debt Rating Under Review
--------------------------------------------------------------
Moody's Investors Service placed under review for upgrade Hess
Corporation's Ba1 rated senior unsecured debt rating.

The review is in response to the company's progress in advancing
its portfolio of upstream developments, which are intended to
diversify and strengthen the durability of its reserves and
production profile, improvements in its cost structure, and a
gradually improving financial leverage position.

Hess Corporation's year-end results for 2006 indicate that its
reserve replacement increased to about 230%, including organic
additions and reserves added from its re-entry into Libya, with a
somewhat longer reserve life in the area of 9.3 years proved and
5.6 year proved developed.

In addition, finding and development costs and full cycle costs,
at about $12 and $26 per BOE, respectively, while on an increasing
trend and subject to industry-wide inflationary pressures, show
that the company's cost structure has come more in line with those
of its peers.  Invested cash returns have also increased in 2006,
as indicated by a full cycle ratio exceeding 3x, reflecting a
stronger cash margin supported by higher oil and natural gas
prices and the roll-off of disadvantageous oil hedges.

At the same time, financial leverage has declined as measured by
debt in the area of the low $5.00 per proved developed BOE and by
stronger equity accretion through earnings.

Moody's review will focus on the company's year-end 2006 audited
results when reported, particularly with regard to key indicators
and metrics such as reserve additions from all-sources and organic
replacement, including the geography and categories of reserve
replacement, the proved undevelopedreserve profile, and the
company's future exploration and development spending profile.

Hess Corporation is headquartered in New York, New York.


HOME PRODUCTS: Court Approves Goldberg Kohn as Bankruptcy Counsel
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Home Products International
Inc. and Home Products International-North America Inc. to employ
the Law Firm of Goldberg Kohn, Bell, Black, Rosenbloom & Moritz,
Ltd., as their bankruptcy counsel, nunc pro tunc to Dec. 20, 2006.

Goldberg Kohn will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses and management of their
       properties;

   (b) pursue development and confirmation of a plan and approval
       of a disclosure statement;

   (c) prepare, on behalf of the Debtors, all necessary
       applications, motions, answers, orders, reports, and other
       legal papers as required by applicable bankruptcy or
       non-bankruptcy law, as dictated by the demands of the
       Debtors' cases, or as required by the Court, and
       representing the Debtors in any hearings or related
       proceedings;

   (d) appear in Court and protect the interests of the Debtors
       before the Court;

   (e) assist with any disposition of the Debtors' assets, by sale
       or otherwise; and

   (f) perform all other legal services for the Debtors, which may
       be necessary and proper in the Cases.

Ronald Barliant, Esq., a principal at Goldberg Kohn, disclosed
that the firm received a $300,000 prepetition retainer.  Mr.
Barliant also disclosed the professionals who will render services
at their normal hourly rates:

      Professional                     Hourly Rate
      ------------                     -----------
      Ronald Barliant, Esq.                $600
      Kathryn A. Pamenter, Esq.            $370
      Kristina A. Bunker                   $170

Mr. Barliant assured the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates and
is disinterested pursuant to Section 101(14) of the Bankruptcy
Code.

Mr. Barliant can be reached at:

      Ronald Barliant, Esq.
      Goldberg Kohn, Bell, Black, Rosenbloom & Moritz, Ltd.
      55 East Monroe Street, Suite 3700
      Chicago, IL 60603

                       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).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins, Esq.,
and Michael J. Merchant, Esq., at Richards, Layton & Finger P.A.
represent 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.  The
Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on April 18, 2007.


HOME PRODUCTS: U.S. Trustee Appoints Three-Member Official Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors in Home Products International Inc.'s chapter
11 case:

   1. HSBC Bank USA, as Trustee
      Attn: Sandra E. Horwitz
      452 Fifth Avenue
      New York, NY 10018
      Tel: (212) 525-1358
      Fax: (212) 525-1300

   2. Third Avenue Management LLC
      Attn: Michael Fineman
      622 Third Avenue, 32nd Floor
      New York, NY 10017
      Tel: (212) 906-1142
      Fax: (212) 735-0003

   3. Entec Distribution LLC
      Attn: Peter J. Alibrandi
      Riverside Center
      275 Grove Street, Suite 2-310
      Auburndale, MA 02466
      Tel: (617) 332-8474
      Fax: (617) 332-8479

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

                       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).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins, Esq.,
and Michael J. Merchant, Esq., at Richards, Layton & Finger P.A.
represent 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.  The
Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on April 18, 2007.


HOME PRODUCTS: Richards Layton Okayed as Local & Conflicts Counsel
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Home Products International
Inc. and Home Products International-North America Inc. to employ
Richards, Layton & Finger P.A. as their local bankruptcy and
conflicts counsel, nunc pro tunc to Jan. 5, 2006.

Judge Sontchi also authorized the Debtors to employ the Law Firm
of Goldberg Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., as their
bankruptcy counsel.

Richards Layton and Goldberg Kohn discussed a division of
responsibilities to minimize duplication of services.

Initially, the Debtors have selected Morris, Nichols, Arsht &
Tunnell as their local bankruptcy and conflicts counsel.  The
Debtors, however, withdrew their application on Jan. 8, 2007, and
substituted Richards Layton.  Papers filed with the Court did not
state the reason of the substitution.

Richards Layton will:

   a. advise the Debtors of their rights, powers, and duties as
      Debtors and debtors-in-possession;

   b. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against them, the negotiation of disputes in which the
      Debtors are involved, and the preparation of objections to
      claims filed against the Debtors' estates;

   c. prepare, on behalf of the Debtors, all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtors' estates;
      and

   d. perform all other necessary legal services in connection
      with the Debtors' chapter 11 cases.

Michael J. Merchant, Esq., a director at Richards, Layton &
Finger, disclosed the professionals and paraprofessional who will
work on the engagement and their normal hourly rates:

      Professional                     Hourly Rate
      ------------                     -----------
      Mark D. Collins, Esq.                $520
      Michael J. Merchant, Esq.            $390
      Mark A. Kurtz, Esq.                  $225
      Lee E. Kaufman, Esq.                 $210
      Ann J. Jerominski                    $165
      Heidi L. Parker                      $165

Mr. Merchant assured the Court that the Firm does not hold or
represent any interest adverse to the Debtors or their estates and
is disinterested pursuant to Section 101(14) of the Bankruptcy
Code.

                       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).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins, Esq.,
and Michael J. Merchant, Esq., at Richards, Layton & Finger P.A.
represent 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.  The
Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on April 18, 2007.


INDYMAC MBS: Fitch's Holds Junk Rating on 2000-A6 Class B3 Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed 30 classes of IndyMac MBS, Inc.,
Residential Asset Securitization Trust:

Series 1999-A3

   --Class A affirmed at 'AAA'.

Series 2000-A6

   --Class PO affirmed at 'AAA';
   --Class B1 affirmed at 'AAA';
   --Class B2 affirmed at 'A';
   --Class B3 remains at 'C/DR4'.

Series 2004-A1

   --Class A at 'AAA'.

Series 2004-A2 Group 1

   --Class 1A affirmed at 'AAA'.

Series 2004-A2 Group 2

   --Class 2A affirmed at 'AAA';
   --Class 2B1 affirmed at 'AA';
   --Class 2B2 affirmed at 'A';
   --Class 2B3 affirmed at 'BBB';
   --Class 2B4 affirmed at 'BB';
   --Class 2B5 affirmed at 'B'.

Series 2004-A3

   --Class A affirmed at 'AAA'.

Series 2004-A5

   --Class A affirmed at 'AAA'.

Series 2004-A6

   --Class A affirmed at 'AAA'.

Series 2004-A7

   --Class A affirmed at 'AAA'.

Series 2004-A8

   --Class A affirmed at 'AAA'.

Series 2004-A9

   --Class A affirmed at 'AAA'.

Series 2004-A10

   --Class A affirmed at 'AAA'.

Series 2005-A1

   --Class A affirmed at 'AAA'.

Series 2005-A2

   --Class A affirmed at 'AAA'.


Series 2005-A3

   --Class A affirmed at 'AAA'.

Series 2005-A4

   --Class A affirmed at 'AAA'.

Series 2005-A7

   --Class A affirmed at 'AAA'.

Series 2005-A8CB

   --Class A affirmed at 'AAA'.

Series 2005-A9

   --Class A affirmed at 'AAA'.

Series 2005-A10

   --Class A affirmed at 'AAA'.

Series 2005-A14

   --Class A affirmed at 'AAA'.

Series 2005-A16

   --Class A affirmed at 'AAA'.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$3.23 billion in outstanding certificates.

The collateral consists of conventional, fixed-rate, fully
amortizing, first lien, one- to four-family residential mortgage
loans with original terms to stated maturity of 360 months.  The
loans were originated or purchased by IndyMac Bank, F.S.B., which
it subsequently sold to IndyMac MBS, Inc. None of the mortgage
loans are 'high cost' loans as defined under any local, state or
federal laws.

At origination, the borrowers weighted average FICOs ranged from
700 to 728.  The above transactions are seasoned from a range of
12 to 94 months and the pool factors range from 6% to 92%.

The mortgage loans are being serviced by Indymac Bank F.S.B.,
rated 'RPS2+' for Alt-A products by Fitch.


INVACARE CORPORATION: Intends to Sell Debt Securities
-----------------------------------------------------
Invacare Corporation intends to offer its senior notes due 2015
and its convertible senior subordinated debentures due 2027 to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
pursuant to Regulation S under the Securities Act.

The company also is negotiating a new senior secured credit
facility and expects that, together with the debt securities, the
new financing program will result in total capacity of
approximately $700 million.

Invacare intends to use the proceeds of the offerings of the Debt
Securities and the proposed senior secured credit facility to
refinance substantially all of its existing indebtedness.

                           About Invacare

Headquartered in Elyria, Ohio, Invacare Corp. (NYSE: IVC) --
http://www.invacare.com/-- is the global leader in the
manufacture and distribution of innovative home and long-term care
medical products.  The company has 5,900 associates and markets
its products in 80 countries around the world.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Moody's Investors Service assigned a Ba2 rating on the company's
proposed $400 million Senior Secured Credit Facility, a B2 rating
on the company's proposed $175 million Senior Notes due 2015, and
a B3 rating on the company's proposed $125 million Senior
Subordinated Convertible Notes due 2027.

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Standard & Poor's Ratings Services assigned its B corporate credit
rating to Invacare Corp.  At the same time, S&P assigned a B+
rating on the company's proposed $400 million Senior Secured
Credit Facility, consisting of a $150 million Revolver maturing in
2012 and a $250 million Term Loan maturing in 2013.

Standard & Poor's also assigned its B- rating to the company's
proposed $175 million senior unsecured notes maturing in 2015 and
its CCC+ rating to the company's proposed $125 million senior
subordinated convertible notes maturing in 2027.


JAMES RIVER: Moody's Places Junk Ratings on Further Review
----------------------------------------------------------
Moody's Investors Service lowered James River Coal Company's
ratings and initiated a review for possible further downgrade.
Ratings affected by the downgrade and review are James River's
corporate family rating and its senior unsecured rating.

At the same time, Moody's affirmed the B1 senior secured rating
and the SGL-4 speculative grade liquidity rating, indicating weak
liquidity.

The downgrades and review were prompted by the company's report
of:

   -- further postponement of the sale of the Bell County
      reserves, which was to have provided the company with much
      needed liquidity;

   -- the release of negative selected fourth quarter data, and,

   -- guidance for 2007 and beyond that further lowers
      expectations for the company's performance.

Additionally, there is limited cushion under James River's
existing credit facility financial covenants such that the
company, at the end of this month, will be in default of these
covenants and unable to access the facility if it does not receive
another waiver or amendment, or close an announced committed
refinancing.

The downgrades reflect Moody's belief that the poor geologic and
operating conditions at the company's mines will result in an
ongoing challenge to meet production targets and, in combination
with high input and labor costs, a continuation of poor earnings
and negative free cash flow.

The revision in ratings also reflects the company's weak liquidity
in the face of debt service costs and continuing capital
expenditures and the need to execute a refinancing of the existing
revolver.

James Rivers' liquidity is very tight, with limited access to its
existing credit facility, which will be in default at the end of
this month if it does not achieve specified liquidity of at least
$20 million, which is only likely to be achieved if it completes
the sale of the Bell County reserves.  The sale of these reserves
has been further extended to February 28.

Additionally, there is limited cushion under this facility's other
financial covenants.  The company has received commitments for
replacement facilities totaling $135 million, comprised of a
$60 million synthetic letter of credit facility, a $40 million
term loan facility, and a $35 million revolver, which has a
$10 million L/C sub facility.  Closing of these facilities is of
paramount importance to shoring up the company's liquidity.

James River, in Moody's opinion, is not likely to generate
sufficient cash flow from operations over the next four quarters
to cover capital expenditures and working capital changes.

Moody's also expects negative pressure to continue with respect to
generally high operating costs, the costs associated with the
company's transition to two new mining areas and the curtailment
of operations at existing mines that are in the process of being
closed.  Additionally, the company's costs and production are
likely to be impacted by new safety measures and other high input
costs and operating delays.  The company's capital expenditures
are expected to be in the $50 million to $55 million in 2007.
Moody's believes the company will need to rely on external funding
to finance negative free cash flow in 2007.

Ratings downgraded and placed under review:

   -- Corporate family rating, to Caa2 from Caa1
   -- PDR: to Caa2 from Caa1
   -- Senior unsecured rating to Caa3, LGD5, 71% from Caa2

Rating affirmed and placed under review:

   -- Senior secured rating at B1, LGD2, 17%.

Moody's last rating action on James River was to lower its
corporate family and senior unsecured ratings to Caa1 and Caa2,
respectively, in August 2006, and, in September 2006, to raise its
senior secured rating to B1 in accordance with Moody's LGD
methodology.

James River Coal Company, based in Richmond Virginia, is engaged
in the mining and marketing of steam and industrial coal and had
revenues in the fiscal year ended Dec. 31, 2005 of $454 million.


KONINKLIJKE AHOLD: SEC Accuses 13 More People of Fraud at US Arm
----------------------------------------------------------------
The U.S. Securities and Exchange Commission implicated 13 more
people of abetting a massive accounting fraud at U.S. Foodservice
Inc., a unit of Koninklijke Ahold N.V., The Associated Press
reports.

Nine of the 13 individuals, who have neither admitted nor denied
the allegations, agreed to settle the case for $25,000 each.

The charges are brought against employees of or agents for vendor
companies that supplied U.S. Foodservice, AP relates.  Around 30
people are now facing charges of aiding the alleged fraud by
signing false audit statements that enabled a $1 billion
overstatement of Ahold's earnings in 2001 and 2002.

The SEC filed fraud and other charges in the U.S. District Court
for the District of Columbia against Koninklijke Ahold N.V. and
its employees.

The SEC's complaints alleged that, as a result of the fraudulent
inflation of promotional allowances at U.S. Foodservice, the
improper consolidation of joint ventures through fraudulent side
letters, and other accounting errors and irregularities, Ahold's
original SEC filings for at least fiscal years 2000, 2001, and the
first three quarters of 2002 materially overstated net sales,
operating income, and net income.

                            About Ahold

Headquartered in Amsterdam, Koninklijke Ahold N.V. --
http://www.ahold.com/-- retails food through supermarkets,
hypermarkets and discount stores in North and South America,
Europe.  The company's chain stores include Stop & Shop, Giant,
TOPS, Albert Heijn and Bompreco.  Ahold also supplies food to
restaurants, hotels, healthcare institutions, government
facilities, universities, stadiums, and caterers.

                           *     *     *

As reported in the TCR-Europe on Dec. 22, 2006, Standard & Poor's
Ratings Services revised its outlook on the Dutch food retailer
and food service distributor Koninklijke Ahold N.V. to positive
from stable.  At the same time, the 'BB+/B' long- and short-term
corporate credit ratings were affirmed.

Moody's Investors Service and Standard and Poor's has assigned
low-B ratings to the company's 5.625% senior notes due 2007. Also,
the company's 5.875% senior unsubordinated notes due 2008 and
6.375% senior unsubordinated notes due 2007 carry Moody's, S&P's
and Fitch's low-B ratings.


KYPHON INC: S&P Lifts Rating on $415 Mil. Senior Facility to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its loan and recovery
ratings on Kyphon Inc.'s $415 million senior secured credit
facility, consisting of a $300 million revolving credit facility
maturing in 2011 and a $115 million term loan maturing in 2014.

The credit facility is now rated 'BB-' with a recovery rating of
'1', indicating a high expectation for full recovery of principal
in the event of a payment default.  This upgrade follows Kyphon's
issuance of $350 million of senior unsecured unrated convertible
notes and the company's proposed senior secured debt repayments.
The proceeds will be used to retire approximately $310 million of
term debt, bringing the balance to approximately $115 million.

The 'B+' corporate credit rating was affirmed. The rating outlook
is positive.

The 'B+' corporate credit rating on Kyphon reflects the company's
heavy reliance on one product line and concentration in spine-
related technologies, as well as litigation risk, its indirect
exposure to Medicare reimbursement, and its significant debt
leverage.  These concerns are partially offset by the success of
the KyphX (R) products, the company's worldwide direct sales force
of nearly 420 representatives, and its growth potential and
substantial cash flow.


MACH GEN: S&P Rates $740 Million Loans at B
-------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
rating to MACH Gen LLC's $580 million senior secured first-lien
term loan B due 2014, $100 million first-lien working-capital
facility due 2012, and $60 million first-lien synthetic LOC
facility due 2013.

Standard & Poor's also assigned its '1' recovery rating to the
combined $740 million first-lien senior secured debt obligations,
reflecting Standard & Poor's expectation of full recovery of
principal in the event of a default.

The outlook is stable.

MACH Gen LLC is the entity that lenders established in the wake of
National Energy Group's 2002 bankruptcy to take ownership of a
3,600 MW portfolio of four gas-fired combined-cycle power plants
that NEG was developing.  After taking possession of the NEG
assets, MACH Gen focused on completing three of the four power
plants and maximizing their efficiency on a merchant basis.  MACH
Gen will use the rated debt to refinance existing debt.

The ratings on the bank loans reflect these weaknesses:

   * High consolidated leverage at closing related to
     $854 million of unrated second-lien debt that accretes
     interest until the entire outstanding balance of the first-
     lien debt is repaid.

Standard & Poor's deems that the second-lien debt will pressure
the project's ability to refinance any remaining first-lien debt
at maturity, as the PIK obligation can rise to over $2 billion by
2013.

The portfolio assets are exposed to power price volatility through
the term of the debt.  Standard & Poor's estimates that if spark
spreads declined on average by $7.50 per megawatt-hour across the
four power markets that MACH Gen serves, debt service coverage
would be about 1x.  Historically poor operating performance
increases the project's future operating risk.

On a weighted-average basis, the plants' historical forced outage
rate has been about 9.5% since they began commercial operations,
as compared with the 2.6% average forced outage rate assumed in
the sponsor's base case projections.  MACH Gen's inability to
achieve high availability could result in less cash flow
generation and more debt to refinance at maturity.

Persistent outages could also result in MACH Gen's owing large
liabilities to counterparties under financial hedges, if outages
occur during high spark spread periods.


Financial leverage covenants are relatively tight and could lead
to a technical default, particularly if market conditions
deteriorate after hedging agreements expire in 2010.

First-lien secured parties' security interest in the mortgage of
the Athens power plant, which contributes about 38% of MACH Gen's
net operating revenues, is capped at $447 million and is secured
on a pro rata basis with the second lien, which is separately
capped at $302 million.

Standard & Poor's deems that the partial security interest in a
key operating asset is likely to complicate the first-lien secured
parties' ability to enforce their rights to the collateral in a
default scenario, notwithstanding the provisions of the
intercreditor agreement that require that second-lien secured
parties turn over to the first-lien secured parties any proceeds
of collateral that they receive.

Ongoing disputes with engineering, procurement, and construction
contractors are likely to result in sizable cash settlements
during the first two years of the project's operations.  Although
MACH Gen will likely be able to finance these payments through its
working-capital facility or excess cash flow, these obligations
will reduce cash available for debt reduction in the early years
and potentially increase the project's debt burden.

The following strengths partially offset the project's weaknesses:
A 100% excess cash sweep designed to repay debt during periods of
strong cash flow.  Financial and physical hedge contracts with
investment-grade counterparties provide some cash flow stability
for the first three years of the debt.

Although additional hedges are possible, Standard & Poor's does
not assume that these hedges will be replaced after 2010.
Capacity revenue in the New York Independent System Operator and
New England Independent System Operator regions is relatively
predictable and provides about 22% of MACH Gen's forecast
operating margin over the term of the debt.  MACH Gen benefits
from an appropriately sized $100 million liquidity facility
and a six-month debt service reserve, which, combined with the low
1% required amortization of the term loan, reduces default risk
during the term of the debt.

No construction risk.

"The stable outlook reflects our view that hedged revenues and
current market conditions will be sufficient to partially
deleverage the project over the next three years," said Standard &
Poor's credit analyst Michael Messer.


MARSH & MCLENNAN: Moody's Holds Ratings and Retains Neg. Outlook
----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa2 senior unsecured
debt rating and the Prime-2 short-term debt rating of Marsh &
McLennan Companies, Inc. after the company's report that it will
sell Putnam Investments.

The rating outlook for MMC remains negative.

MMC has agreed to sell Putnam to Great-West Lifeco Inc., a
financial services holding company controlled by Canada-based
Power Financial Corporation, for $3.9 billion in cash, subject to
certain adjustments.  MMC expects to receive net after-tax
proceeds of $2.5 billion, to be allocated over time among
acquisitions, stock repurchases and debt reduction.

The rating affirmation is based on Moody's view that MMC will
protect its financial flexibility through the sale process and
through the subsequent allocation of proceeds.  The negative
rating outlook reflects the uneven pace of the MMC's business
recovery and its relatively weak, albeit improving, financial
metrics for the current rating level.  Moody's notes that MMC has
steadily improved its financial position over the past two years.

Moody's notes that Putnam has helped to diversify the earnings and
cash flows of MMC.  At times, however, Putnam has distracted the
MMC management team from the company's core businesses of
insurance brokerage, risk management and consulting.  Moody's
expects that any future acquisitions by MMC will be more closely
related to these core activities.

Moody's cited these factors that could lead to a stable outlook on
MMC's ratings:

   -- insurance brokerage margins in the high teens or low 20s;

   -- EBIT coverage of interest, adjusted for pension and lease
      obligations, in the mid-single-digits or higher;

   -- adjusted free-cash-flow-to-debt ratio improving to the low
      teens or higher; and,

   -- adjusted debt-to-EBITDA ratio in the low single digits.

Moody's cited these factors that could lead to a rating downgrade:

   -- insurance brokerage margins consistently below 12 percent;

   -- adjusted EBIT coverage of interest consistently below 3x;

   -- adjusted debt-to-EBITDA ratio consistently above 3.5x; or,

   -- material new adverse developments in connection with
      regulatory investigations or related litigation.

Moody's has affirmed these ratings with a negative outlook:

   -- senior unsecured long-term debt at Baa2;
   -- senior unsecured short-term debt at Prime-2;
   -- provisional senior unsecured debt at Baa2;
   -- provisional subordinated debt at Baa3; and,
   -- provisional preferred stock at Ba1.

Moody's last rating action on MMC took place on Sept. 26, 2006,
when the provisional ratings were assigned to the shelf
registration.

MMC is a New York-based global professional services firm with
subsidiaries offering risk management, insurance brokerage,
consulting and investment management services to clients in more
than 100 countries.  MMC owns the world's largest insurance
brokerage and consulting operation.  MMC reported total revenues
of $8.9 billion and net income of $764 million for the first nine
months of 2006.  Shareholders' equity was $6.2 billion as of
Sept. 30, 2006.


MILLS CORP: Secures Additional $500 Mil. Revolving Loan Facility
----------------------------------------------------------------
Brookfield Asset Management completed the purchase of an existing
senior credit facility of $1.053 billion from Goldman Sachs
Mortgage Company, as Administrative Agent, to The Mills
Corporation of Chevy Chase, Maryland.

The existing loan was concurrently amended to, among other things,
provide for an additional $500 million revolving loan facility to
The Mills Corporation, to remove the requirement for the company
to file its financial statements for 2005 and 2006 by specified
dates, establish a liquidation plan and extend the maturity.  The
proceeds from the revolving credit facility will be used to fund
operating requirements, working capital and advance other business
initiatives.

The loan, which was originally made by Goldman Sachs on May 19,
2006, was extended and amended numerous times and has a current
maturity of March 31, 2007.  Following the purchase by Brookfield
and related amendment, the credit facility now has a maturity of
Jan. 31, 2008 and may be extended to April 30, 2008 if the
termination date of the merger agreement between Brookfield and
The Mills Corporation is similarly extended.  The loan purchase
was part of the Jan. 17, 2007 announcement of the planned
acquisition of The Mills Corporation by Brookfield and will
provide needed financial flexibility between now and the closing
of the acquisition.

"The acquisition of the Goldman Sachs loan facility represents an
integral part of our plan to acquire The Mills Corporation,
solidify its financial position and establish a platform for
growth of its regional and concept shopping mall business," Steve
Douglas, Managing Partner at Brookfield, said.  "While there are
still key steps that The Mills Corporation must complete to allow
the transaction to proceed, including the finalization of its
financial statements, we believe that our commitment as a long-
term, patient investor capable of dealing with complex, multiparty
restructurings, together with our financial support will help to
provide stability to The Mills Corporation."

                    About The Mills Corporation

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

                          *     *     *

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


MORGAN STANLEY: S&P Puts Default Ratings on Three Class Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2002-IQ3 and removed
them from CreditWatch with negative implications, where they were
placed Dec. 12, 2006.  Concurrently, the rating on class J was
lowered to 'B-' from 'B'.

The class K, L, M, and N certificates had been placed on
CreditWatch negative due to an expected interest shortfall related
to the fourth-largest loan exposure, the Tulsa Distribution
Center.

The CreditWatch resolution reflects the appearance of cumulative
interest shortfalls to these classes on the Jan. 16, 2007,
remittance report.  The downgrades also reflect Standard & Poor's
expectation that the interest shortfalls will not abate until the
loan is resolved, at which time principal losses on classes L, M,
and N are likely.  The ratings on classes J and K were lowered
because the credit enhancement levels for each class will be
significantly reduced due to the expected principal losses.  In
addition, both classes will be susceptible to interest shortfalls
from other credit-impaired assets.

The interest shortfall resulted from the placement of an appraisal
reduction amount of $15.6 million in December 2006 on the fourth
largest exposure, Tulsa Distribution Center.

The master servicer, Capmark Finance Inc., based its $15.6 million
ARA calculation on an as-is appraisal from August 2005 that valued
the Tulsa Distribution Center at $15.5 million.  The property
became real estate owned in November 2005 and is currently 100%
vacant.  Currently, the special servicer, CWCapital Asset
Management LLC, is reviewing an offer for the property, which
includes a significant hard deposit.   If the offer is accepted,
the transaction is expected to close within 60 days.

                    Ratings Lowered And Removed
                     From Creditwatch Negative

        Morgan Stanley Dean Witter Capital I Trust 2002-IQ3

                  Commercial Mortgage Pass-Through
                    Certificates Series 2002-IQ3

                    Rating
                    ------
        Class      To     From           Credit enhancement
        -----      --     ----           ------------------
        K          CCC    B-/Watch Neg.       2.68%
        L          D      CCC+/Watch Neg.     1.79%
        M          D      CCC/Watch Neg.      1.49%
        N          D      CCC-/Watch Neg.     1.19%

                          Rating Lowered

        Morgan Stanley Dean Witter Capital I Trust 2002-IQ3

                  Commercial Mortgage Pass-Through
                    Certificates Series 2002-Iq3

                        Rating
                        ------
       Class      To              From    Credit enhancement
       -----      --              ----    ------------------
       J          B-              B             3.28%


NASDAQ STOCK: May Keep 29% LSE Stake if Bid Fails, CEO Says
-----------------------------------------------------------
Nasdaq Stock Market Inc. is likely to hold its 29% stake in the
London Stock Exchange PLC if its bid to buy the London exchange
fails, Alistair MacDonald and Aaron Lucchetti of The Wall Street
Journal reports, citing Nasdaq's Chief Executive Officer Bob
Greifeld.

Nasdaq may wait until mid-2008 before considering whether to bid
for the LSE again, Mr. Greifeld said in the report.

Mr. Greifeld also told WSJ in an interview that Nasdaq plans to
look at tie-ups with other exchanges while hedging its stake
against any risks of a fall in value.

If it undertook a large transaction, Mr. Greifeld said, Nasdaq
might sell some or all of its LSE stake.

In WSJ's previous report, Nasdaq said it won't raise its $24.42
offer for the LSE after LSE's board failed to agree to a new bid
on Jan. 28, 2007.

Nasdaq has been pursuing the LSE for a year, the Journal said, but
LSE has resisted Nasdaq's offer indicating it could do some kind
of a deal if the price is right.

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

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

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

                          *     *     *

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

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

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

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

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


NATIONAL WINE: Notes' Repayment Prompts Fitch's Ratings Withdrawal
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Indianapolis, Indina-based National Wine & Spirits Inc., including
the 'B-' corporate credit rating, following the repayment of its
10.125% public notes on Jan. 23, 2007.

                           Ratings List

                   National Wine & Spirits Inc.

                                     To      From
                                     --      -----
       Corporate Credit Rating       NR      B-/Positive/
       Senior Unsecured              NR      CCC+


NOMURA CRE: S&P Assigns Low-B Ratings on $58 Million Debentures
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Nomura CRE CDO 2007-1 Ltd./Nomura CRE CDO 2007-1 LLC's
$950.0 million CDO.

The preliminary ratings are based on information as of Feb. 1,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the
collateral, the geographic and property type diversity of the
collateral, and the backup advancing provided by the trustee.

                    Preliminary Ratings Assigned

                      Nomura CRE CDO 2007-1 Ltd.
                      Nomura CRE CDO 2007-1 LLC


                                              Preliminary
          Class                Rating            amount
          -----                ------         -----------
          A-1R                 AAA            $75,000,000
          A-1                  AAA           $471,131,250
          A-2                  AAA            $60,681,250
          B                    AA+            $35,625,000
          C                    AA             $34,912,500
          D                    AA-            $26,600,000
          E                    A+             $27,075,000
          F                    A              $20,425,000
          G                    A-             $21,612,500
          H                    BBB+           $24,937,500
          J                    BBB            $20,187,500
          K                    BBB-           $25,175,000
          L                    BB+            $22,800,000
          M                    BB              $8,787,500
          N                    BB-             $5,700,000
          O                    B+              $8,075,000
          P                    B-             $12,825,000
          Preferred shares     NR             $48,450,000

                          NR -- Not rated.


NOVA CHEMICALS: Weak Cash Flow Prompts Fitch to Downgrade Ratings
-----------------------------------------------------------------
Fitch has downgraded Nova Chemicals Corporation ratings as:

   -- Issuer Default Rating to 'BB-' from 'BB';

   -- Senior unsecured notes and debentures to 'BB-' from 'BB';

   -- Senior unsecured revolving credit facility to 'BB-' from
      'BB';

   -- Senior secured revolving credit facility to 'BB+' from
      'BBB-'; and,

   -- Retractable preferred shares to 'BB+' from 'BBB-'.

In addition, Fitch has assigned a 'BB-' rating to the $100 million
senior unsecured revolving credit facility due Dec. 2007.  The
ratings apply to approximately $1.9 billion of debt.

The Rating Outlook is Stable.

The downgrade reflects considerably weaker cash flow generation
from operations, higher interest expense, and modestly higher net
debt levels than expected in 2006.  Net cash flow from operating
activities and free cash flow were $324 million and $49 million,
respectively for the latest 12-months ending Dec. 31, 2006.  These
levels were significantly lower that Fitch's expectations for
2006. Gross interest expense increased by 34% to $176 million in
2006 compared to 2005.  The increase was partially due to the pre-
funding of 2006 maturities of long-term debt, which was paid in
May 2006, as well as higher borrowing costs.  At Dec. 31, 2006,
total balance sheet debt was $1.88 billion compared to $2.04
billion in the prior year.  Net debt, less cash and cash
collateral for the retractable preferred shares held and included
in other current assets, was $1.73 billion.

Fitch views the substantial asset write-down of $860 million
before tax of the company's Styrenix assets during the fourth
quarter of 2006 as a slightly negative to neutral credit event.
The majority of the charge was non-cash, although it required
additional bank credit amendments to allow for the exemption of
any write-down of the Styrenix assets up to $950 million in the
existing financial covenants under such agreements.  In 2006, NOVA
had total restructuring charges of $985 million of which only
$78 million were cash charges.

The ratings incorporate Nova's low cost position, size and
earnings leverage from its Olefins and Polyolefins business.
Additionally, Nova's debt maturities are manageable with its
available liquidity.  The next maturity of long-term debt comes
due with the expiration of the total return swap for the
retractable preferred shares in March 2007.  As result of the
$72 million cash collateral, the notional amount of the total
return swap for the retractable preferred shares is approximately
$126 million.  Market conditions remain favorable and even though
profitability for the industry may not be as high as 2006, Fitch
expects supply demand balances to remain firm allowing producers
to experience healthy margins in 2007.

The Stable Rating Outlook reflects Fitch's view of a favorable
operating environment in 2007 and into 2008 for ethylene and
ethylene derivatives.  Nova's cashflow should improve in the next
12 months-18 months allowing for some debt repayment.  Coverage
metrics are expected to improve year over year.  Fitch will
continue to monitor Nova's restructuring program and expects there
will be improvement to the Styrenix business due to supply
contract expirations and ability to lower production costs by
operating at higher operating rates.

The company's leverage ratios have improved somewhat for the
latest 12-months ending Dec. 31, 2006 compared to 2005 year-end
primarily due to an increase in operating EBITDA.  Nova had a
total debt-to-operating EBITDA of 3.1x and total adjusted debt-to-
operating EBITDAR, incorporating gross rent, of 3.9x for the LTM
ending Dec 31, 2006.  Funds from operations adjusted leverage was
4.9x for the same period.  Conversely, Nova's coverage ratios were
modestly weaker with operating EBITDA-to-gross interest expense
and funds from operations interest coverage was 3.4x and 2.7x,
respectively.  The Stable Outlook reflects Fitch's expectations
that credit metrics will strengthen in 2007 and 2008, due to
modestly higher EBITDA and some debt repayment.

Nova Chemicals Corporation is a multinational producer of
commodity chemicals, including ethylene, polyethylene, styrene,
and polystyrene.  The company generated EBITDA of $604 million on
$6.52 billion sales during the latest 12-months ending Dec. 31,
2006.  A majority of its assets are located in Canada and the U.S.
In North America, NOVA is the fifth largest producer of ethylene
and polyethylene.  The U.S. accounts for 71% of sales, Canada
accounts for 4%, Europe and rest of the world accounts for 25%.
Polyethylene and styrenic polymers are used in rigid and flexible
packaging, containers, plastic bags, plastic pipe, electronic
appliances, housing and automotive components, and consumer goods.


NOVA CHEMICALS: Moody's Puts Ba3 Corporate Family Rating on Review
------------------------------------------------------------------
Moody's Investors Service placed NOVA Chemicals Corporation Ba3
corporate family and senior unsecured debt ratings on review for
possible downgrade after the company's report of fourth quarter
earnings and a $772 million after-tax asset write-down in its
STYRENIX business unit.

While the asset write-down was not unexpected, its size, combined
with the lack of progress in monetizing this business, heightens
the company's credit risk.

Additionally, the company's new segment breakout shows that both
the Corunna and Polyethylene businesses were only marginally
profitable in 2006 on a fully allocated cost basis, which is a
concern at this point in the cycle.

The ratings review will seek to determine if NOVA can reasonably
be expected to reduce debt over the near term, perhaps through a
monetization of its STYRENIX business, and to determine if the
Corunna and Polyethylene businesses can become a significant
contributor to its cash flow going forward.

During 2006, NOVA expressed desire to examine strategic options
for its STYRENIX business segment through a divestiture, joint
venture, or spin off.  In the company's conference call the
management indicated that an asset sale was less likely.

Furthermore, the $772 million after-tax write down of the STYRENIX
assets will greatly reduce shareholders equity; management has
prudently revised the terms of its bank agreements to maintain
access to all of its facilities and liquidity.

NOVA's future financial performance relies solely on its olefins
operations.  The Ba3 ratings assumed that all of NOVA's olefin
assets were providing a meaningful contribution to its
profitability and cash flow at this point in the cycle.

The recent segment breakout indicates the potential for a
significantly higher concentration of profit at the Joffre assets
than was previously envisaged by the ratings.  NOVA's Joffre
olefins operations generated 87% of the company's positive
operating income in 2006; the results were more skewed toward
Joffre when looking at net income.

Additionally, the anticipated downturn in the ethylene and
polyethylene margins over the next several years and NOVA's
ability to generate financial metrics that solidly support the Ba3
ratings over the cycle were risk factors that Moody's had
previously identified as have a potential negative impact on the
ratings.

On Review for Possible Downgrade:

   * NOVA Chemicals Corporation

      -- Corporate Family Rating, Placed on Review for Possible
         Downgrade, currently Ba3

      -- Senior Unsecured Notes and Debentures, Placed on Review
         for Possible Downgrade, currently Ba3, LGD4

Outlook Actions:

   * NOVA Chemicals Corporation

      -- Outlook, Changed To Rating Under Review From Negative

Nova Chemicals Company is headquartered in Calgary, Alberta,
Canada and is a leading producer of ethylene, polyethylene,
styrene, polystyrene, and expanded polystyrene.  NOVA reported
revenues of $6.5 billion for year ending 2006.


NVF COMPANY: Court Approves Accu-Comp USA as Special Auditors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NVF Company and its debtor-affiliates to employ Accu-Comp USA,
LLC, as their special auditors, nunc pro tunc to Jan. 3, 2007.

Accu-Comp is expected to:

   a) audit the Debtors' current and former workers' compensation
      insurance policies showing payrolls, final audits, rates,
      premiums, taxes, surcharges and fees with the objective of
      determining whether errors were made which have adversely
      affected the insurance premiums paid by the Debtors;

   b) analyze the Debtors' records to ascertain and, to the extent
      discovered, assist in the recovery of premium overpayments
      by the Debtors' on account of errors in experience models
      used in connection with the Debtors' workers' compensation
      insurance;

   c) assist in the submission of any prospective claims to be
      filed by the Debtors on account of premium overpayments made
      by the Debtors in connection with workers' compensation
      insurance; and

   d) provide other services as may be requested by the Debtors
      and agreed to by Accu-Comp related to services contemplated
      in an Engagement Letter.

The Debtors propose to compensate Accu-Comp for its fees on a
contingency basis.  Specifically, Accu-Comp will be paid 50% of
any amount recovered by the Debtors from workers' compensation
insurance premium payments.

Philip D. Johnson, owner of Accu-Comp, assured the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not hold or represent any
interest adverse to the Debtors' estates.

A full-text copy of the Engagement Letter is available for free
at:

              http://researcharchives.com/t/s?195b


Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--  
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
listed estimated assets between $10 million to $50 million and
estimated debts of more than $100 million.


OWNIT MORTGAGE: Taps Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------
Ownit Mortgage Solutions Inc. asks the U.S. Bankruptcy Court for
the Central District of California for authority to employ
Pachulski Stang Ziehl Young Jones & Weintraub as its bankruptcy
counsel.

Pachulski Stang is expected to:

   a) advise the Debtor on the requirements of the Bankruptcy
      Code, the federal rules of Bankruptcy Procedure, the Local
      Bankruptcy Rules and the reqyuirements of the U.S. Trustee
      pertaining to the administration of the estate;

   b) prepare motions, applications, answers, orders, memoranda,
      reports and papers, etc. in connection with the
      administration of the estate;

   c) protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claims
      filed against the estate;

   d) investigate and prosecute preference, fraudulent transfer,
      and other actions arising under the Debtor's avoiding
      powers; and

   e) render other advice and services as the Debtor may require
      in connection with its chapter 11 case.

Ira D. Kharasch, Esq., and Linda F. Cantor, Esq., a Pachulski
Stang partner, will be the primary attorneys for the Debtor's
case.  Ms. Cantor discloses that she will bill the Debtor $475 per
hour for her services while Mr. Kharasch will bill $625 per hour.

The Debtor discloses that it has paid the firm a $250,000
prepetition retainer.

Ms. Cantor assures the Court that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions, Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Linda F. Cantor, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub represents the
Debtor in its restructuring efforts.  No Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for bankruptcy, it estimated assets between
$1 million to $50 million and debts with more than $100 million.
The Debtor's exclusive period to file a chapter 11 plan expires on
April 27, 2007.


OWNIT MORTGAGE: Meeting of Creditors Continued to February 20
-------------------------------------------------------------
The U.S. Trustee for Region 16 will continue the meeting of Ownit
Mortgage Solutions Inc.'s creditors on Feb. 20, 2007, 10:00 a.m.,
at 21051 Warner Center Lane, Room 105 in Woodland Hills,
California.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions, Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Linda F. Cantor, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub represents the
Debtor in its restructuring efforts.  No Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for bankruptcy, it estimated assets between
$1 million to $50 million and debts with more than $100 million.
The Debtor's exclusive period to file a chapter 11 plan expires on
April 27, 2007.


PACIFIC LUMBER: Scotia Pacific's Cash Collateral Hearing Plea Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the for the Southern District of
Texas, Corpus Christi division, will conduct a final hearing on
Feb. 15, 2007, to consider Scotia Pacific Lumber Company's request
for authority to use cash collateral.

As reported in the Troubled Company Reporter on Jan. 24, 2007, the
Court granted authority to Scotia Pacific Company LLC, on an
interim basis, to:

   (a) use cash collateral in which Bank of America National Trust
       and Savings Association and Bank of New York Trust each
       possess an interest, including funds in the SAR Account;
       and

   (b) provide adequate protection to both banks to the
       extent of any diminution in the value of their interests
       in the Prepetition Collateral.

Until the Court enters a final order, Scopac may use Cash
Collateral solely in accordance with a budget.

Scotia Pacific Company LLC filed with the Court a budget for the
use of its cash collateral through the week ending February 16,
2007.

                    Scotia Pacific Company LLC
                   Weekly Cash Flow Projection
                    Through February 16, 2007

                              For the Week Ending
                   --------------------------------------------
                      01/26      02/02       02/09      02/16
                   ---------- ----------  ---------- ----------
Operating Cash Receipts
   Log Sales                -          -           -          -
                   ---------- ----------  ---------- ----------
   Total                    -          -           -          -

Payroll and Benefits
   Payroll, net             -          -     $93,000          -
   Medical & Pharmacy
   -PALCO Reimbursement     -          -           -    $53,000
   Payroll Taxes/401K
   -PALCO Reimbursement     -          -           -     65,000
                   ---------- ----------  ---------- ----------
   Subtotal                 -          -      93,000    118,000

Operating Expenses
   Roads & Reforestation    -          -           -          -
   Insurance - MAXXAM
     Reimbursement          -          -           -     25,000
   Other                    -    140,000     165,000    175,000
                   ---------- ----------  ---------- ----------
   Subtotal                 -    140,000     165,000    200,000

Bank of America as Agent    -          -           -     72,000

Prepetition
   Payroll            130,000     30,000      22,000          -
   Other              140,000          -           -          -
                   ---------- ----------  ---------- ----------
   Subtotal           270,000     30,000      22,000          -
                   ---------- ----------  ---------- ----------
Total Outflows       $270,000   $170,000    $280,000   $390,000
                   ---------- ----------  ---------- ----------
Net Cash Flow       ($270,000) ($170,000)  ($280,000) ($390,000)
                   ---------- ----------  ---------- ----------

Beginning Cash on
January 19, 2007   $1,741,000 $1,741,000  $1,741,000 $1,741,000
                   ---------- ----------  ---------- ----------
Ending Cash        $1,472,000 $1,302,000  $1,022,000   $632,000
                   ---------- ----------  ---------- ----------

                        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).


PLATFORM LEARNING: Wants to Hire Fred Gunzel as its Interim CFO
---------------------------------------------------------------
Platform Learning Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Fred Gunzel
at Tatum LLC, as its interim chief financial officer, nunc pro
tunc to Dec. 11, 2006.

The Debtor tells the Court that Mr. Gunzel will remain as interim
CFO for an initial term of six months commencing on Dec. 11, 2006,
and thereafter automatically renewable for 30-day periods.

Fred Gunzel will work with the Debtor's senior management team,
board of directors and professionals; and oversee the Debtor's
financial activities.

Mr. Gunzel, managing partner of Tatum LLC, will bill the Debtor
$20,000 per month.  He is entitled to receive reimbursement for
his current monthly medical coverage and other expenses.  Tatum
LLC, Mr. Gunzel's employer, will be paid $5,000 per month as
resource fee.

Mr. Gunzel assures the Court that he is a "disinterested person"
as that term is defined is Section 101(14) of the Bankruptcy Code.

Mr. Gunzel can be reached at:

     Fred Gunzel
     Tatum LLC
     230 Park Avenue, 10th Floor
     New York, New York 10169
     Tel: (201) 891-5931
     http://www.tatumllc.com/

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PLATFORM LEARNING: Wants Plan Filing Period Extended to Feb. 16
---------------------------------------------------------------
Platform Learning Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to extend until Feb. 16, 2007, the
exclusive period within which it can file a chapter 11 Plan of
reorganization.

The Debtor also wants its exclusive right to solicit acceptances
of that Plan extended to April 18, 2007.

The Debtor say that the extension will give it additional time to
explore development of a Plan that will insure continuity of
services to the students it serves.

The Debtor reminds the Court that it had already:

   a. completed its significant downsizing,

   b. closed and jettisoned unnecessary office leaseholds to the
      direct benefit of the Debtor's estate,

   c. worked through a contemplated expedited sale process,

   d. converted the sale process to new DIP financing and renewed
      efforts towards a confirmable Plan, and

   e. maintained operations allowing it to continue providing
      tutorial services to schoolchildren in the new school year.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


RADIO ONE: Increasing Leverage Prompts S&P to Downgrade Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Maryland-based radio broadcaster Radio One Inc.
to 'B+' from 'BB-'.

The outlook is negative.

"The downgrade reflects our concerns about the company's
increasing leverage, thin margin of covenant compliance, and
weakened profitability in a number of key markets," said Standard
& Poor's credit analyst Michael Altberg.

At the same time, Standard & Poor's lowered the ratings on Radio
One's senior secured credit facility to 'BB-' from 'BB', and its
subordinated rating to 'B-' from 'B'.

Standard & Poor's  also affirmed the '1' recovery rating on the
secured bank facility, indicating high expectation of full
recovery of principal in the event of a payment default.  All
ratings on Radio One were removed from CreditWatch, where they
were placed with negative implications on Sept. 7, 2006.

Pro forma for the sale of WKAF-FM in Boston for $30 million and
subsequent repayment of debt, the company had approximately
$938 million of debt outstanding as of Dec. 31, 2006.

The rating on Radio One reflects financial risk from aggressive,
largely debt-financed station purchases; ongoing expansion,
particularly in large markets, where unprofitable stations can be
costly; increased competition from traditional and nontraditional
media; and advertising cyclicality.  These factors are only
partially offset by Radio One's good competitive position
targeting the African-American audience, radio broadcasting's high
margin potential and good discretionary cash flow-generating
capabilities, and resilient station asset values.


RAPID PAYROLL: Plan Confirmation Hearing Set for February 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on February 7, 2007, at 10 a.m. to consider
confirmation of Rapid Payroll, Inc.'s Amended Plan of
Reorganization, which is co-proposed by its corporate parent,
Paychex, Inc., and affiliate PayChex of New York, LLC.

The hearing will be held in Courtroom 5B at the Ronald Reagan
Federal Building, located at 411 West Fourth Street in Santa Ana,
California.

                      Overview of the Plan

Under the Plan, administrative claims estimated at $626,500 will
be paid in full on the Effective Date.  The lone priority tax
claim filed by the Internal Revenue Service for $12,135 will also
be paid in full.

As reported in the Troubled Company Reporter on January 5, 2007,
the Debtor proposes to pay, with the exception of Paychex of New
York, 100% of the allowed claim amounts of the holders of Class 1
General Unsecured Claims.  Paychex of New York holds a general
unsecured claim for $23,361,474.  The remaining general unsecured
claims total $4,287,285.

Pursuant to an agreement with the Debtor, upon confirmation of the
Plan, PoNY will defer receipt of any consideration on account of
its claim until all other Class 1 Claimants have been paid.

General Unsecured Claimants, excluding PoNY, will also receive the
source code for licensed software.

The Debtor has no secured creditors.  Paychex Inc., the 100% owner
of the Debtor, will retain its prepetition interest in the Debtor.

Distributions under the Plan will be funded by the Debtor's
$3,309,330 cash on hand as of Nov. 30, 2006.  The amount will be
supplemented by the liquidation of the Debtor's assets estimated
at $43,000.

Total disbursements required under the Plan on the effective date
are approximately $5,205,920.

The Debtor has obtained the commitment of its affiliates to fund
the difference between its cash on hand and the amounts necessary
to fund the Plan.

                       About Rapid Payroll

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC, serves as the Debtor's counsel.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.


REMY INT'L: Sells Diesel Remanufacturing Business for $150 Million
------------------------------------------------------------------
Remy International, Inc. signed an agreement for the sale of its
light and medium truck diesel engine and component remanufacturing
business conducted by Franklin Power Products, Inc. and
International Fuel Systems to Caterpillar Inc. for a cash purchase
price of $150 million.  The purchase price is subject to
adjustment for net investment in the business, including working
capital, at closing.  The transaction is subject to customary
closing conditions, and is expected to close before the end of the
first quarter of 2007.

"The sale to Caterpillar represents a strategic opportunity to
realize value for our stakeholders," John Weber, President and
Chief Executive Officer of Remy International, said.  "This
business has performed very well, which is a testament to the
total commitment of the employees to quality and lean
manufacturing.  I want to thank these employees for their
dedication and efforts."

"This acquisition represents an excellent strategic fit between
Cat Reman and these two companies," Steve Fisher, Caterpillar vice
president with responsibility for remanufacturing said.  "It
increases our overall product and service offering, and will
provide a platform for future growth opportunities for Cat Reman."

The first $50 million of proceeds from the transaction will be
held in a restricted account, pledged as collateral to the
company's senior lenders and available for withdrawal only with
consent of the lenders under the company's senior credit facility.

Next, the proceeds will be used to pay down outstanding revolver
borrowings at the time of the closing under the company's senior
secured revolving credit and term loan facility and the revolving
lender commitments under the facility, currently $160 million,
will be reduced by $40 million.

Any remaining proceeds also will be held in the restricted
account, and generally will be available for use by the company
for capital expenditures, to repay revolver borrowings (with a
corresponding reduction in the revolver commitment) and general
corporate purposes.

The divestiture was managed for Remy by Brookwood Associates,
L.L.C. under the direction of Thomas L. Temple.

"I am very pleased with the high degree of competent and
professional transaction management provided by both Tom and his
team at Brookwood," Mr. Weber commented.  "They were a great
resource to Remy over the past several months."

                    About Remy International

Headquartered in Anderson, Indiana, Remy International, Inc.,
manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators, diesel
engines, locomotive products and hybrid power technology.   The
Company also provides a worldwide components core-exchange service
for automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy was
formed in 1994 as a partial divestiture by General Motors
Corporation of the former Delco Remy Division, which traces its
roots to Remy Electric, founded in 1896.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Moody's Investors Service lowered Remy International, Inc.'s
Corporate Family Rating to Caa3 from Caa1; Probability of Default
Rating to Caa2 from B3; second priority secured notes to Caa3 from
B3; guaranteed senior unsecured notes to Caa3 from Caa1; and the
guaranteed senior subordinated notes to Ca from Caa2.


RIVERDEEP INTERACTIVE: Moody's Rates $250 Mil. Loan Add-on at B1
----------------------------------------------------------------
Moody's Investors Service has affirmed Riverdeep Interactive
Learning USA, Inc.'s B3 CFR and downgraded its first lien senior
secured ratings in connection with the proposed partial
refinancing of its $1,070 million bridge facility.

These are the rating actions:

Ratings assigned:

   -- $250 million add-on first lien senior secured term loan B,
      due 2013 at B1, LGD2, 26%

Ratings affirmed:

   -- Corporate Family rating at B3
   -- Probability of Default rating at B3

Ratings downgraded:

   -- $250 million first lien senior secured revolving credit
      facility, due 2012 -- to B1, LGD2, 26%, from Ba3, LGD 2, 21%

   -- $1,620 million first lien senior secured term loan B, due
      2013 -- to B1, LGD2, 26%, from Ba3, LGD 2, 21%

The rating outlook is stable.

Proceeds from the proposed add-on term loan will be used to
refinance $250 million of the company's unrated $1,070 million
subordinated bridge facility, which was issued at the time of the
Houghton Mifflin acquisition in December 2006.  The company plans
to refinance the remaining $820 million subordinated bridge
facility within the next three months.  The affirmation of the CFR
recognizes that the anticipated refinancing places no additional
debt upon Riverdeep.

The B3 Corporate Family rating continues to reflect the heavy debt
burden, high leverage, and integration risks which the company has
incurred in connection with its acquisition of Houghton Mifflin
Company.  In addition, the rating incorporates the high degree of
competition encountered from larger and higher-rated rivals in the
U.S. basal publishing market, and uncertainties concerning
Riverdeep's ability to increase publishing and software sales and
effect synergies.

Ratings are supported by the merged company's ability to
cross-sell a broader range of print and digital basal and
supplemental educational products, and to capitalize upon a
relatively strong 2007-2010 state adoption calendar.

The stable outlook incorporates the strength of Houghton Mifflin's
reputation in the U.S. publishing sector and the high barriers to
entry which characterize the U.S. basal educational publishing
market.

The proposed $250 million add-on first lien term loan benefits
from a guarantee of its parent, Riverdeep Interactive Learning
Ltd. and all direct and indirect subsidiaries, including Riverdeep
Inc. LLC and Houghton Mifflin Company, and is secured by a pledge
of the stock and substantially all assets of the guarantors.

The downgrade of the first lien senior secured facilities results
primarily from the substitution of $250 million of senior secured
debt for subordinated bridge facility debt, which increases the
amount of ratably secured first lien debt and decreases the amount
of subordinated debt cushion provided to senior lenders.

Riverdeep Interactive Learning USA, Inc. is one of the largest
U.S. educational publishers with revenues of approximately
$1.4 billion for the LTM period ended September 2006, pro forma
for the acquisition of Houghton Mifflin.  The company is
headquartered in Dublin, Ireland.


RIVERDEEP INTERACTIVE: Loan Add-On Cues S&P to Hold B Loan Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'1' recovery ratings on the senior secured first-lien term loan B
of Riverdeep Interactive Learning USA Inc., following a
$250 million add-on.

The bank loan rating and recovery rating indicate expectation for
full recovery of principal in the event of a payment default.  Pro
forma for the add-on, the facility will consist of a $1.87 billion
term loan B due in 2013 and a $250 million revolving
creditfacility due in 2012.

The company will use term loan proceeds to reduce the
$1.07 billion bridge loan that helped finance HM Rivergroup PLC's
December 2006 acquisition of Houghton Mifflin LLC.

Ratings List:

   * Riverdeep Interactive Learning USA Inc.

      -- Corporate Credit Rating, B-/Stable/

Ratings Affirmed:

   * Riverdeep Interactive Learning USA Inc.

      -- $2.12 Bil Sr Secd First-Lien Loans affirmed B
      -- Recovery Rating: 1


ROCK-TENN: Acquires Remaining Interest in GSD Packaging for $32MM
-----------------------------------------------------------------
Rock-Tenn Company has acquired the remaining 40% minority interest
in GSD Packaging LLC that it did not own for $32 million, giving
Rock-Tenn sole ownership of the company.

GSD Packaging manufactures the Fold-Pak(R) food pails and Bio-
Pak(R) and SMARTServ(TM) food containers in its three plants
located in California, Georgia and Pennsylvania.  Fold-Pak(R) food
pails are the preeminent takeout package used by Chinese
restaurants in the United States.  Bio-Pak(R) containers are the
premium paperboard package for the foodservice and grocery
industries.  SMARTServ(TM) containers are grease and leak
resistant and can package a wide variety of food products.  Rock-
Tenn acquired its original 60% interest in GSD as a result of its
acquisition of the Gulf States paperboard and packaging business
in June 2005.

Rock-Tenn Company Chairman and Chief Executive Officer James A.
Rubright stated, "We are very pleased with the acquisition of the
minority interest in GSD.  This business has continued to produce
very good results since we acquired it as part of the 2005
acquisition of Gulf States.  GSD is an important customer of our
Demopolis bleached paperboard mill and makes versatile paperboard
based food containers serving a very broad customer base.  We
expect this acquisition to be immediately accretive to earnings."

                          About Rock-Tenn

Rock-Tenn Company (NYSE: RKT) -- http://www.rocktenn.com/-- is
one of North America's leading manufacturers of packaging
products, merchandising displays and bleached and recycled
paperboard.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services revised its outlook on Rock-
Tenn Company to stable from negative.  At the same time, S&P
affirmed all its ratings including its BB corporate credit rating
on the company.


ROUGE INDUSTRIES: Wants Until February 20 to File Chapter 11 Plan
-----------------------------------------------------------------
Rouge Industries Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further
extend their exclusive period to file a plan of liquidation
through and including Feb. 20, 2007.

The Debtors also ask the Court to extend their exclusive period to
solicit acceptances of that Plan until April 20, 2007.

The Debtors tells the Court that they are making progress with the
Pension Benefit Aerospace and Agricultural Implement Workers of
America and its Local 600 in dealing with matters related to four
pension plans and claims of the PBGC and UAW.

For these reasons, the Debtors say, the extension will allow them
to continue their negotiations with their creditors.

In addition, the Debtors focused their efforts on selling
substantially all of their assets and the completion of the sale
process, evaluated and resolved a huge number of claims filed in
their cases and have avoided and recovered numerous avoidable
transfers.

The Debtors believe that the size and complexity of their cases
warrant the extension.

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


SCOTTS MIRACLE-GRO: Prices Tender Offer for $200 Mil. Senior Notes
------------------------------------------------------------------
The Scotts Miracle-Gro Company prices the terms of its cash tender
offer and consent solicitation for any and all of its outstanding
$200 million aggregate principal amount of 6.625% Senior
Subordinated Notes due 2013 (CUSIP No. 810186AG1).

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn on or prior to the Consent
Payment Deadline of 5:00 p.m., New York City time, on Jan. 24,
2007 is $1,048.12 which includes a consent payment of $30 per
$1,000 principal amount of Notes.  The total consideration was
determined by reference to a fixed spread of 50 basis points over
the yield of the 4-3/8% U.S. Treasury Note due Nov. 15, 2008,
which was calculated at 2:00 p.m., New York City time, on Jan. 26,
2007.  The reference yield and tender offer yield are 5.026% and
5.526%, respectively.  Holders whose Notes were validly tendered
and not withdrawn on or before the Consent Payment Deadline and
are accepted for purchase by the company will receive accrued and
unpaid interest on the Notes up to, but not including, the payment
date for the Offer, which is expected to be on or about Feb. 14,
2007.

Holders whose Notes are validly tendered after the Consent Payment
Deadline, but on or prior to 5:00 p.m., New York City time, on
Feb. 8, 2007 and accepted for purchase by the company will
receive the tender offer consideration of $1,018.12 per $1,000
principal amount of Notes tendered, but will not receive the
consent payment, and will receive accrued and unpaid interest on
the Notes up to, but not including, the payment date for the
Offer, which is expected to be on or about Feb. 14, 2007.

The tender offer remains open and is scheduled to expire on the
Expiration Date, unless extended or earlier terminated by the
company.  The Offer is subject to the satisfaction of certain
conditions, including the consummation of the refinancing
contemplated by the commitment letter, dated as of Dec. 11, 2006,
that the company received from JPMorgan Chase Bank, N.A., Bank of
America, N.A. and Citigroup Global Markets Inc. to provide the
company and certain of its subsidiaries loan facilities totaling
in the aggregate up to $2.1 billion.  The Offer is also
conditioned upon the satisfaction of customary conditions.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated Jan. 10, 2007, copies of which may be
obtained by contacting D.F. King and Co., Inc., the information
agent for the Offer, at (212) 269-5550 (collect) or (800) 714-3312
(U.S. toll-free).

The company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection
with the tender offer and consent solicitation.

Questions regarding the tender offer or consent solicitation may
be directed to Banc of America Securities LLC, High Yield Special
Products, at (888) 292-0070 (US toll-free) and (704) 388-9217
(collect).

                    About Scotts Miracle-Gro

Headquartered in Marysville, Ohio, The Scotts Miracle-Gro Company
(NYSE: SMG) -- http://www.scotts.com/-- through its wholly-owned
subsidiary, The Scotts Company LLC, is a marketer of branded
consumer products for lawn and garden care, with products for
professional horticulture as well.

The company's brands are Scotts(R), Miracle-Gro(R) and Ortho(R)
brands are market-leading in their categories, as is the consumer
Roundup(R) brand, which is marketed in North America and most of
Europe exclusively by Scotts and owned by Monsanto.  The company
also owns Smith & Hawken, a brand of garden-inspired products that
includes pottery, watering equipment, gardening tools, outdoor
furniture and live goods, and Morning Song, a brand in the wild
bird food market.  In Europe, the company's brands include
Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-
Gro(R), KB(R), Fertiligene(R) and Substral(R).

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on lawn and garden care products
supplier The Scotts Miracle-Gro Co.

The outlook is negative.


SEA CONTAINERS: Appaloosa Acquires 1.5 Mil. Shares of Common Stock
------------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated Jan. 26, 2007, David A. Tepper, sole
stockholder and president of Appaloosa Partners Inc., disclosed
that on January 24, he acquired 1,500,000 shares of Sea
Containers Ltd. Class A Common Stock at $1.6167 per share.

Appaloosa Partners is the general partner of, and Mr. Tepper owns
a majority of the limited partnership interests of, Appaloosa
Management L.P.

Appaloosa Management is the general partner of Appaloosa
Investment Limited Partnership I, and acts as an investment
advisor to Palomino Fund Ltd.

Immediately following the reported transactions, 862,180 Class A
Common Shares are held by Appaloosa Investment and 597,820 Class
A Common Shares are held by Palomino.  Each of the reporting
persons disclaims beneficial ownership of the Class A Common
Shares of Sea Containers except to the extent of their pecuniary
interest.

The reporting persons may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, that beneficially owns more than 10% of
the outstanding shares of the Common Stock.

As of Oct. 31, 2005, there were approximately 26,145,000
shares of Sea Containers Ltd. common stock outstanding.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides passenger
and freight transport and marine container leasing.  Registered in
Bermuda, the company has regional operating offices in London,
Genoa, New York, Rio de Janeiro, Sydney, and Singapore.  The
company is owned almost entirely by United States shareholders and
its primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On October 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE Arca
after the company's failure to file its 2005 annual report on Form
10-K and its quarterly reports on Form 10-Q during 2006 with the
U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan expires on
June 12, 2007.


SEA CONTAINERS: U.S. Trustee Amends Official Committee Composition
------------------------------------------------------------------
Sea Containers 1983 Pension Scheme Aspen Trustees, Ltd., and Sea
Containers 1990 Pension Scheme have resigned from the Official
Committee of Unsecured Creditors appointed in Sea Containers, Ltd.
and its debtor-affiliates' chapter 11 case.

Accordingly, Kelly Beaudin Stapleton, United States Trustee for
Region 3, amends her appointment of the creditors to reflect the
five creditors who will serve on the SCL Creditors Committee.

The Committee is now composed of:

   1. Bank of New York
      101 Barclay Street-8 West
      New York, NY 10286
      Attn: Martin Feig, Vice President
      Phone: (212) 815-5385
      Fax: (732) 667-4767

   2. HSH Nordbank AG
      Gerhart-Hauptmann-Platz 50
      Hamburg, Germany D20095
      Attn: Jorg-Rainer Kalz
      Phone: (9) 40-3333-13561
      Fax: (9) 40-3333-13561

   3. Trilogy Capital LLC
      2 Pickwick Plaza
      Greenwich, CT 06830
      Attn: Barry D. Kupferberg
      Phone: (203) 971-3420
      Fax: (203) 971-3499

   4. Dune Capital LLC
      c/o Dune Capital Management LP
      623 Fifth Avenue, 30th Floor
      New York, NY 10022
      Attn: Andrew B. Cohen
      Phone: (212) 301-8308
      Fax: (646) 885-2473

   5. Mariner Investment Group, Inc.
      500 Mamaroneck Avenue, Suite 101
      Harrison, NY 10528
      Attn: Adam S. Cohen
      Phone: (914) 798-4234
      Fax: (914) 777-3363

David L. Buchbinder, Esq., remains the trial attorney assigned to
Sea Containers' case.

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

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides passenger
and freight transport and marine container leasing.  Registered in
Bermuda, the company has regional operating offices in London,
Genoa, New York, Rio de Janeiro, Sydney, and Singapore.  The
company is owned almost entirely by United States shareholders and
its primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On October 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE Arca
after the company's failure to file its 2005 annual report on Form
10-K and its quarterly reports on Form 10-Q during 2006 with the
U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan expires on
June 12, 2007.


SIMMONS COMPANY: Moody's Junks Rating on $275 Million Super Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Simmons
Company's $275 million super holdco toggle loan and affirmed the
company's B2 corporate family rating.

At the same time, Moody's upgraded Simmons' senior secured credit
facility to Ba2, its $200 million subordinated notes to B2 and its
senior discount notes to B3.  The ratings outlook was revised to
stable from positive due to the higher leverage and aggressive
financial posture resulting from this transaction.

"[P]rior to this transaction, the corporate family rating was very
strongly positioned at B2 as the positive outlook had
indicated[,]" Kevin Cassidy, Vice President/Senior Analyst at
Moody's said.

He further stated that "while this transaction clearly signals a
more aggressive financial posture by the company and its financial
sponsor, Thomas H. Lee Partners, which will constrain any upwards
rating momentum for the foreseeable future, the company's improved
financial performance and continued strong market position support
maintaining a B2 corporate family rating, although it is weakly
positioned".

Cassidy said he believes that "the company is in a better position
to weather the current uncertainty in consumer spending because of
its improved free cash flow and operating margins following its
recent operational improvements in streamlining its manufacturing
facilities and its marketing and distribution functions"

The net proceeds from the loan are expected to be used to issue a
dividend to certain shareholders and transaction expenses.

"Through a combination of this transaction and the dividend it
received with the issuance of $165 million discount notes in
December 2004, TH Lee and other original investors have more than
recouped its $330 million initial investment in the company" said
Cassidy.

The ratings for the toggle loan reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss given default of LGD 5.  The toggle loan
will be issued by Simmons Holdco, Inc, a holding company created
for this transaction, without upstream support from any operating
subsidiaries or Simmons Company.

The new toggle loan will be due in February 2012 and the company
intends to pay cash interest for the first year.  The company may
elect to PIK the coupon after six months, although the rate
increases by 75bps.  The one notch upgrade of each of the
company's existing ratings reflect a lower expected loss driven
largely by the additional debt cushion provided by the new
$275 million toggle loan; on a relative basis, the existing debt
has a more senior position in the company's capital structure
because of the new toggle loan.

These ratings were affected by this action:

   -- Corporate family rating affirmed at B2;

   -- Probability-of-default rating affirmed at B2;

   -- $75 million senior secured term loan B due 2012 upgraded to
      Ba2, LGD2, 20% from Ba3, LGD2, 27%;

   -- $492 million senior term loan D due 2011 upgraded to Ba2,
      LGD2, 20% from Ba3, LGD2, 27%;

   -- $200 million senior subordinated notes due 2014 upgraded to
      B2, LGD4, 57% from B3, LGD5, 73%;

   -- $197 million secured discount notes due 2014 upgraded to B3,
      LGD5, 75% from Caa1, LGD6, 91%; and,

   -- $275 million Super Holdco Toggle loan assigned at Caa1,
      LGD6, 91%.

Simmons Bedding Company, a wholly-owned subsidiary of Simmons
Company, is headquartered in Atlanta, Georgia.  Net sales for the
LTM ended September 2006 approximated $950 million.


SOLUTIA INC: Wants Exclusive Plan Filing Period Moved to April 30
-----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend
their exclusive periods to file a plan of reorganization through
and including April 30, 2007, and to solicit acceptances of that
plan through and including June 29, 2007.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
tells the Honorable Prudence Carter Beatty that the Debtors have
used the previous extensions of their Exclusive Periods to make
significant progress on three potential paths to:

   (1) seek confirmation of a modified version of a Global
       Settlement, which would provide the 2027 and 2037
       noteholders a higher percentage recovery than the general
       unsecured creditors to resolve the JPM Adversary
       Proceeding;

   (2) work on another potential plan that would be funded by
       the proceeds from the sale of the equity of reorganized
       Solutia; and

   (3) analyze the viability of an alternative plan to sell
       certain businesses, use the cash proceeds from the sales
       to satisfy liabilities and pay creditors, and reorganize
       around the remaining businesses.

Mr. Henes discloses that in late November 2006, the Debtors
prepared and provided a proposal for the Equity Premium Plan to
its major stakeholders.  In addition, beginning in late November
2006, the Debtors began a month-long sales process, during which
it contacted 18 potential purchasers and obtained indications of
interest from six of them.  He states that the Debtors are
continuing to work with the parties that submitted the bids and
its stakeholders to develop the Sale Plan.

Moreover, Mr. Henes says that the stakeholders whose claims were
not satisfied in cash would receive the equity of the reorganized
company pursuant to the Modified Sale Plan.

Jeffry N. Quinn, Chairman, President and Chief Executive Officer
of Solutia, attests that the company has stabilized and improved
its businesses, maximized the value of the estate, and provided
for a fair distribution of value to its creditors by implementing
its four-part strategy, in which:

   (a) Solutia improved its financial operating performance by
       recruiting a new management team that instilled greater
       commercial discipline across all business lines, achieved
       greater operating performance in its plants, reduced
       overhead costs, and used the Chapter 11 process to reject
       unfavorable contracts;

   (b) Solutia has improved the quality of its asset portfolio;

   (c) Solutia addressed its legacy liabilities by negotiating
       an agreement in principle that reallocated the majority
       of them back to Monsanto Company; and

   (d) Solutia is working to ensure that it has a competitive
       capital structure upon emergence by pursuing a plan of
       reorganization that would leave the company with a much
       improved and reasonably competitive balance sheet.

Mr. Quinn relates that Solutia has reached an agreement in
principle with Monsanto and the Official Committee of Unsecured
Creditors in June 2005.  Solutia also negotiated a comprehensive
settlement with the Official Committee of Retirees, providing for
a $175,000,000 trust for the benefit of the company's 20,000
retirees in exchange for significant reductions in future retiree
medical and life insurance obligations.

Mr. Quinn states, however, that the Plan confirmation process was
stalled because:

   (i) two pending adversary proceedings were commenced by (x)
       the Official Committee of Equity Security Holders against
       Monsanto and Pharmacia Corp. in March 2005, and (y)
       JPMorgan Chase Bank, as indenture trustee, against
       Solutia in May 2005; and

  (ii) many of the stakeholders with whom Solutia negotiated the
       Global Settlement are no longer involved in the
       bankruptcy cases, and the successors want to negotiate a
       new deal.

Mr. Quinn states that Solutia is currently working to renegotiate
an amended plan with the new constituents.  However, the
renegotiation has proved challenging because the new constituents
have a different set of perspectives and expectations than their
predecessors, Mr. Quinn tells Judge Beatty.

Furthermore, Mr. Quinn avers that even if the Debtors were to
reach an agreement now with their stakeholders on the Proposal or
with a potential purchaser under the Sale Plan or Modified Sale
Plan, the Debtors would still not be able to confirm an amended
plan by February 13, 2007.

Mr. Henes asserts that extension of the Exclusive Periods is
necessary and appropriate for the Debtors to work out a deal
under any of the Emergence Paths.  Mr. Henes maintains that any
additional extension would not pressure creditors, but rather
would provide the Debtors with the time to continue their efforts
to good-faith negotiations between and among their stakeholders,
without any one stakeholder exerting unwarranted leverage over
negotiations.

Furthermore, Mr. Henes contends that an exclusivity extension is
necessary to allow for a Plan confirmation without a final, non-
appealable judgment in the JPMorgan Adversary Proceeding.
Similarly, the Equity Committee Adversary Proceeding must be
resolved before a plan can be approved because of its impact on
the Global Settlement, he maintains.

Mr. Henes assures the Court that no party will be prejudiced by
an extension of the Exclusive Periods because Solutia is paying
its debts as they become due, as supported by the Debtors' Court-
approved $1,225,000,000 of debtor-in-possession financing.

Mr. Henes maintains that if Solutia loses exclusive control of
the plan process, it could jeopardize the Global Settlement,
which is necessary to any plan of reorganization.  Any disruption
in Solutia's control over the plan process could be debilitating
and distract Solutia from moving forward with its reorganization
efforts, he points out.

The Court will convene a hearing on Feb. 8, 2007, at 11:00 a.m.,
Eastern Time, to consider the Debtors' request.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

The Debtors' exclusive period to file a plan and to solicit
acceptances to that plan expires on Feb. 13, 2007, and April 16,
2007, respectively.  (Solutia Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Court Increases Total OCP Payments to $15 Million
--------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York increased Solutia Inc. and
its debtor-affiliates' aggregate total amount payable to their
ordinary course professionals from $10,000,000 to $15,000,000,
without prejudice to requests for further increase.

In the Debtors' motion, as published in the Troubled Company
Reporter on Jan. 18, 2007, Jonathan S. Henes, Esq., at Kirkland &
Ellis LLP, in New York, New York, told the Court that due to the
duration of the Debtors' Chapter 11 cases, Solutia will soon
exceed the OCP Cap.

If the OCP Cap is not increased, Solutia will no longer have the
ability to employ and compensate its OCPs without their
preparation and filing of retention and fee applications,
Mr. Henes averred.

The preparation and filing of the applications is an unnecessary
financial burden to Solutia and its estates as the OCPs are being
retained in the ordinary course of business, Mr. Henes asserted.
Hence, Mr. Henes said, an increase in the OCP Cap by $5,000,000 is
in the best interests of the estates.

The Debtors' motion relates to the Court's January 2004 order
approving Solutia's request to employ and pay ordinary course
professionals.  Pursuant to that Order, the OCPs could be retained
and paid without having to file individual retention and fee
applications as long as the aggregate amount of fees do not exceed
$10,000,000.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

The Debtors' exclusive period to file a plan and to solicit
acceptances to that plan expires on Feb. 13, 2007, and April 16,
2007, respectively.  (Solutia Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Inks Pact Moving Claims Amendment Deadline to June 1
-----------------------------------------------------------------
Monsanto Co. filed Claim No. 6350 against Solutia Inc. and its
debtor-affiliates on Nov. 29, 2005, and Claim No. 14610 on
Dec. 28, 2004.  Pharmacia Corp. filed Claim No. 11317 on Nov. 30,
2004.

Monsanto and Pharmacia received copies of the Debtors' initial
claims register with more than 14,000 timely proofs of claim
filed against the Debtors.  Monsanto and Pharmacia are currently
in the process of reviewing the claims to determine if their
initial proofs of claim should be amended and what additional
proof of claim they believe they are entitled to file.

Accordingly, the Debtors, Monsanto and Pharmacia agree to further
extend the deadline for Monsanto and Pharmacia to amend their
initial proofs of claim or file additional claims through and
including June 1, 2007.

The Stipulation does not determine the merits of the Claims and
does not constitute an admission by the Debtors as to injury,
liability or any other aspect of the Claims.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

The Debtors' exclusive period to file a plan and to solicit
acceptances to that plan expires on Feb. 13, 2007, and April 16,
2007, respectively.  (Solutia Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SOUTHERN UNION: Gets $100 Million Settlement from Spectra Energy
----------------------------------------------------------------
Southern Union Company disclosed the settlement of litigation
brought by Citrus Trading Corp. against Spectra Energy LNG Sales,
Inc. (formerly known as Duke Energy LNG Sales, Inc.) for a cash
payment to Citrus Trading of $100 million.

Southern Union owns a 50% equity interest in Citrus Corp., which
owns both Citrus Trading and Florida Gas Transmission Company.
Through its subsidiary, CCE Holdings, LLC, Southern Union is
contractually obligated to share a portion of its proceeds with
the Enron bankruptcy estate.

The litigation, before the Honorable Lynn N. Hughes in the United
States District Court for the Southern District of Texas, related
to Spectra's 2003 termination of natural gas purchase and sale
arrangements with Citrus Trading.

"We are delighted to have reached an amicable resolution of this
matter," said Eric D. Herschmann, senior executive vice president
of Southern Union, who served as lead negotiator for Citrus
Trading.  "We have tremendous respect for Spectra and look forward
to strengthening our relationship."

Herschmann and Daniel W. Bishop, II of Bishop London Brophy &
Dodds, P.C. served as lead trial counsel for Citrus Trading.

                      About Southern Union

Headquartered in Houston, Texas, Southern Union Company --
http://www.sug.com/-- is a natural gas company, engaged primarily
in the transportation, storage, gathering, processing and
distribution of natural gas.  The company owns and operates a
natural gas pipeline system with more than 20,000 miles of
gathering and transportation pipelines and a liquefied natural gas
import terminal.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service assigned a Ba1 credit rating to Southern
Union Company's $600 Million Series A Junior Subordinated Notes
Due 2066 with negative outlook.  This rating is one notch below
the Baa3 senior unsecured debt rating of the company.  This issue
is subordinated to all senior indebtedness and capital lease
obligations of the company and receives a Basket "B" treatment for
purposes of Moody's on balance sheet debt treatment.


SUNNY'S GREAT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sunny's Great Outdoors, Inc.
        aka Sunny's Surplus
        7540 Washington Boulevard
        Elkridge, MD 21075

Bankruptcy Case No.: 07-10822

Type of Business: The Debtor provides camping equipment and
                  supplies.

Chapter 11 Petition Date: January 26, 2007

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Joel I. Sher, Esq.
                  Shapiro Sher Guinot & Sandler
                  36 S. Charles Street, Suite 2000
                  Baltimore, MD 21201
                  Tel: (410) 385-4278
                  Fax: (410) 539-7611

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
ADVO, Inc.                                 $119,109
Attn: Lockbox Dept.
74565 Collection Center Drive
Chicago, IL 60693

Williamson Dickie Mfg. Co.                 $118,695
509 West Vickery Blvd.
P.O. Box 1779
Ft. Worth, TX 76101

Hi-Tec Sports USA Inc.                     $102,179
4801 Stoddard Rd.
Modesto, CA 95356

Boy Scouts of America                       $82,988

Girl Scouts of the USA                      $75,632

Emotion Kayaks                              $72,041

Columbia Sportswear                         $62,071

Atlanta Army/Navy Supply                    $57,898

Confluence Holdings Corp.                   $57,580

Seirus Innovation                           $55,771

Rothco                                      $53,688

Smartwool/Duke Designs Inc.                 $39,590

Becker Glove                                $34,353

White Sierra                                $30,264

Tikal Distributing Corp.                    $23,224

Kelty Pack Inc.                             $21,870

Plastitech Products                         $17,805

Wenzel                                      $16,498

Palco Marketing                             $15,898

Identity/Eyeking Inc.                       $15,524


SUPERCLICK INC: Bedinger & Company Raises Going Concern Doubt
-------------------------------------------------------------
Bedinger & Company, in Concord, California, expressed substantial
doubt about the Superclick Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Oct. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations.

The company reported a $2.4 million net loss on $3.9 million of
revenues for the fiscal year ended Oct. 31, 2006, compared with a
$4.3 million net loss on $3.2 million for the fiscal year ended
Oct. 31, 2005.  The decrease in net loss was entirely due to the
2005 extraordinary loss of $2.4 million for the write down of the
company's investment and goodwill in Hotel Net LLC.

The increase in revenue was driven in large part by increases in
the company's customer support footprint.

Gross profit increased to $1.7 million, a gain of $853,703 or
105.4% over last year's $810,181 gross profit while gross margin
for the current year was 42.2% compared to 25.3% for the previous
year.

Selling, general and administrative expenses for fiscal 2006 were
$2.4 million compared to $2.6 million in fiscal 2005.  The
$146,073 or 5.7% favorable variance was mainly due to benefits
attained due to the restructuring efforts which commenced during
the first quarter of 2006.

There was a 43.2% or $846,175 improvement in the loss from
operations over the previous year.  Loss from operations for 2006
was $1.1 million and that of 2005 was $1.9 million.

Superclick's CFO Jean Perrotti commented, "This year we have made
significant improvements in terms of operational efficiency across
all aspects of the business which is reflected in our dramatically
improved gross margins.  We are committed to maintaining these
financial improvements across each part of our business through
fiscal 2007 while continuing to focus on top-line revenue growth
through new installations, increasing our recurring customer
support business and the roll-out of new products and services."

At Oct. 31, 2006, the company's balance sheet showed $1.8 million
in total assets and $4.4 million in total liabilities, resulting
in a $2.6 million total stockholders' deficit.

The company's balance sheet at Oct. 31, 2006, also showed strained
liquidity with $1.5 million in total current assets available to
pay $4.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?1951

                          About Superclick

Superclick, Inc. (OTC BB: SPCK.OB) -- http://www.superclick.com/
-- and its wholly owned Montreal-based subsidiary, Superclick
Networks Inc., develops, manufactures, markets and supports the
Superclick Internet Management System in worldwide hospitality,
multi-tenant unit and hospital markets.  Superclick provides
hotels, MTU residences and hospital patients and visitors with
cost-effective Internet access and IP-based services utilizing
high-speed DSL, CAT5 wiring, wireless and dial-up modem
technologies.  Over 100 InterContinental Hotels Group properties
have Superclick systems including Candlewood Suites, Crowne Plaza,
Holiday Inn, Holiday Inn Express, Holiday Inn SunSpree,
InterContinental and Staybridge Suites in Canada and the United
States.


SWISSAIR: UBS Denies Corti's Claim that Plan "Strangled" Company
----------------------------------------------------------------
Mario Corti, Swissair's last chief executive officer prior to its
collapse, testified in court that a UBS AG-led plan "strangled"
the company and led to its demise, Bloomberg News reports.

Mr. Corti said in a court in Buelach, near Zurich, that the
company could have resorted to asset sales and other measures to
ensure its survival.  However, according to Mr. Corti, a UBS-led
group implemented Project Phoenix without his knowledge, in the
weekend before the airline's fleet was grounded on Oct. 2, 2001,
Bloomberg News states.

"The Swissair group was strangled by [...] Phoenix," said Mr.
Corti.  "The worst solution prevailed."

He further alleged that the bank sought to eliminate Swissair and
let Crossair, its regional unit, absorb the company.  The
company's assets were eventually merged with Crossair, creating
Swiss International Air Lines Ltd. in March 2002, Bloomberg News
relates.

"It was a failure of the whole system," Mr. Corti informed
journalists during the hearing's recess.  "The company could have
been saved."  UBS "had barely any risk, because the substantial
majority was held by foreign banks," he added.

UBS Chairman Marcel Ospel called Mr. Corti's allegations
"embarrassing," Swiss weekly SonntagsZeitung reports.  "UBS
doesn't stand before the court," said Mr. Ospel.  A UBS
spokesperson further added: "The grounding of the fleet was
because of indebtedness caused by the expansion strategies and the
operative policies of the SAirGroup," Swissair's parent company.

                           UBS Statement

UBS published a 19-page document out of court on Feb. 1 slamming
the SairGroup, Swissair's parent group, for the delay in the
Swissair restructuring, Swiss Radio International reports.

"If there had been willingness and courage to go through with a
proper restructuring in good time, part of Swissair could probably
have been saved," the bank declared in the document.

UBS disclosed through its document that it only heard of Project
Phoenix on Sept. 29, 2001, at the board of directors' emergency
meeting.  The bank asked for the details on a second version of
the plan, which Mr. Corti discontinued in favor of Project
Phoenix, Swiss Radio International states.

Mr. Corti and former chief financial officer Jacqualyn Fouse, had
intended to sell the Swissport ground-handling unit and Nuance, a
duty-free retailer, among other plans, to revive the company.
These proposals were made in the wake of a failed expansion plan
in the late 1990s and the decline in air travel after the Sept.
11, 2001, terrorist attacks, Bloomberg News says.

Both of them claim that the company had sufficient funds on Sept.
17, 2001, when it requested the government for a CHF1 billion
(US$800 million) loan.  They also rejected charges that they
delayed the request for protection from its creditors, Swiss Radio
International reveals.

Mr. Corti and Ms. Fouse, as well as 17 other top Swissair
executives and board members, face charges that include damaging
creditors, mismanagement, making false statements about the
business, and forging documents.

                          About Swissair

Swissair collapsed in 2001 after accumulating CHF17 billion in
debt in relation to significant investments in a number of
European airlines including Sabena, Air Liberte of France, and
Turkish Airlines.  It defaulted on the debt during the slump that
followed the Sept. 11, 2001, terrorist attacks in the U.S.

Flightlease Holdings (Guernsey) Limited, an affiliate of Swissair
Group, filed for Section 304 proceeding on Oct. 22, 2004 (Bankr.
N.D. Calif. Case No. 04-32989).  This bankruptcy filing is related
to In re Flightlease A.G. (Bankr. S.D.N.Y. Case No. 01-42536).

Flightlease Holdings is involved in various aspects of commercial
and private aircraft operation and leasing throughout the world.

Kurt E. Ramlo, Esq., at Skadden, Arps, Slate, Meagher & Flom
represented Flightlease.  Stephen John Akers and Nick Stuart Wood
of Grant Thornton UK LLP are the joint liquidators in the
voluntary liquidation supervised by the Royal Court of Guernsey.


TERPHANE HOLDING: Moody's Revises Outlook to Stable from Negative
-----------------------------------------------------------------
Moody's changed the outlook for the ratings of Terphane Holding
Corporation to stable from negative.

The change in the outlook does not signal positive momentum, but
acknowledges that the company has not deteriorated and is not
expected to deteriorate below the assigned B3 CFR level.

Concurrently, Moody's affirmed these existing ratings:

   -- B3 Corporate Family Rating;

   -- B3 rating for the $76.5 million fixed rate senior secured
      notes due 2009;

   -- B3 rating for the $6.5 million floating rate senior secured
      notes due 2009; and,

   -- the B2 Probability of Default Rating.

The stable ratings outlook also acknowledges the conclusion of a
debt financed capital build out that the company started in March
2005.

Moreover, the outlook anticipates some improvement during the
intermediate term in profitability as contributions are realized
from the new line, potentially some enhancements received from the
company's new currency hedging strategy, and a lower run-rate
expected for capital expenditures.

The affirmation of Terphane's B3 CFR reflects the company's weak,
although stable credit statistics as evidenced by relatively tight
interest coverage and absence of free cash flow generation during
the last several quarters.  The company has faced diverse business
challenges, both externally and internally. These include a
significant increase in the cost of the company's main raw
materials, overcapacity in the worldwide PET film industry, an
appreciation of the Brazilian Real against the U.S. dollar,
operational problems in achieving targeted efficiencies on
Terphane's new production line, and the hiring of a new Chief
Financial Officer.

Although recent financial results have been below expectations,
the company has maintained metrics within the B3 category.
Business fundamentals may improve should the new manufacturing
line reach targeted efficiency, raw material prices trend down and
the company transition to higher value products with more pricing
power.

However, Moody's notes that there is an absence of visibility into
the company's projections.  This lack of detailed transparency
prompted Moody's to withdraw Terphane's short term liquidity
rating of SGL-4.  The withdrawal reflects the fact that Terphane
is a private company that does not file its financial information
publicly.  The bonds are not registered in the US.

Moody's affirmed these ratings:

   -- B3 rating for the $76.5 million senior secured notes, due
      2009, LGD-5, 74%

   -- B3 rating for the $6.5 million senior secured notes, due
      2009, LGD-5, 74%

   -- B3 Corporate Family Rating

   -- B2 Probability of Default Rating

This rating was withdrawn for business reasons:

   -- SGL-4

The ratings outlook changed to stable from negative.

Terphane Holding Corporation is a manufacturer of specialty
polyester films with technical support and manufacturing
operations in North America and South America.  Headquartered in
Cabo de Santo Agostinho, Pernambuco, Brazil, Terphane Holding
Corporation, Inc. had revenues of roughly $88 million for the
twelve months ended Sept. 30, 2006.


TOWN SPORTS: Moody's Rates Proposed $260 Mil. Sr. Facility at Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Town Sports International Holdings, Inc. to B1 from B2 and
assigned a Ba2 rating to the proposed $260 million senior secured
credit facility of its wholly-owned subsidiary, Town Sports
International, LLC.

Concurrently, Moody's upgraded the rating on the senior discount
notes of TSI Holdings to B3 from Caa1.

The ratings outlook is stable.

On Jan. 29, 2007, TSI commenced a tender offer to purchase for
cash its outstanding 9-5/8% senior notes due 2011 and a related
solicitation of consents to certain proposed amendments to the
indenture governing the notes.  This tender offer is scheduled to
expire on Feb. 26, 2007, unless extended or earlier terminated.
TSI expects to fund the tender offer and related fees and expenses
through borrowings under a new $185 million senior secured term
loan facility.

TSI also expects to enter into a new $75 million senior secured
revolver which will be undrawn at close.  The new revolver will
replace the existing $75 million senior secured revolver, which
will be terminated.  Moody's expects to withdraw the B2 rating on
the 9 5/8% senior notes due 2011 upon completion of the tender
offer, assuming no more than a de minimis amount of notes remain
outstanding.

"The upgrade of the Corporate Family Rating reflects improving
leverage and interest coverage metrics and strong same club
revenue growth during 2005 and the first nine months of 2006,"
stated Lenny Ajzenman, Vice President and Sr. Credit Officer.

The ratings continue to benefit from a leading market position and
large club base in key markets and good long term growth
fundamentals for the fitness industry.

The ratings are constrained by an aggressive growth strategy that
is expected to result in limited free cash flow over the next few
years, increasing fitness industry competition and TSI's
geographic concentration in the New York metropolitan area.

Moody's upgraded these ratings of Town Sports International
Holdings, Inc.:

   -- $138 million 11% senior discount notes due 2014, to B3,
      LGD5, 89% from Caa1, LGD5, 89%

   -- Corporate Family Rating, to B1 from B2

   -- Probability of Default Rating, to B1 from B2

Moody's took these rating actions with respect to Town Sports
International, LLC:

   -- Assigned $75 million senior secured first lien revolver due
      2012, Ba2, LGD2, 27%

   -- Assigned $185 million senior secured first lien term loan B
      due 2013, Ba2, LGD2, 27%

   -- Withdrew $75 million senior secured first lien revolver due
      2008, Ba2, LGD1, 3%

   -- Affirmed $170 million senior unsecured 9 5/8% notes due
      2011, B2, LGD3, 44% -- expected to be withdrawn upon
      completion of the tender offer, assuming no more than a
      de minimis amount of notes remain outstanding.

The stable rating outlook anticipates low double digit revenue
growth in 2007, consistent with recent performance, and modestly
improving EBITDA margins.

TSI Holdings, through its wholly-owned operating subsidiary Town
Sports International, LLC, is one of the two leading owners and
operators of fitness clubs in the Northeast and Mid-Atlantic
regions of the United States.  TSI operates under the brand names
New York Sports Clubs, Boston Sports Clubs, Washington Sports
Clubs and Philadelphia Sports Clubs, with 146 clubs and
approximately 444,000 members in the U.S. as of Dec. 31, 2006.
Revenues for the twelve months ended Sept. 30, 2006 were
$421 million.


TRANSDIGM INC: Prices $300 Mil. of 7-3/4% Sr. Subordinated Notes
----------------------------------------------------------------
TransDigm Inc., a wholly owned subsidiary of TransDigm Group
Incorporated, has priced a private offering of $300 million of
7-3/4% Senior Subordinated Notes due 2014.  In connection with the
pricing of the Notes, the size of the offering was increased from
$250 million to $300 million, with a corresponding $50 million
reduction in the amount that TransDigm Inc. intends to draw under
an additional term loan under its senior secured credit facility.

The Notes were priced at 101% of the principal amount plus accrued
interest from Jan. 15, 2007, representing an effective yield to
maturity of 7.571% to the purchasers of the Notes.  The Notes are
being offered as additional notes under the same indenture as the
7-3/4% Senior Subordinated Notes issued on June 23, 2006, and will
be treated under that indenture as a single class of notes with
the outstanding 7-3/4% Senior Subordinated Notes, including for
purposes of waivers, amendments, redemptions and offers to
purchase.

The sale of the Notes is expected to close on Feb. 7, 2007.  In
connection with the closing of the sale of the Notes, TransDigm
also intends to enter into an amendment to its existing senior
secured credit facility, which will provide for, among other
things, an additional term loan of $130 million and a $50 million
increase in the revolving credit line that is available under the
senior secured credit facility.

TransDigm intends to use the net proceeds from the offering of
the Notes, together with the borrowings under the additional
$130 million term loan and a portion of its existing cash
balances, to fund the pending acquisition of Aviation
Technologies, Inc. and to pay related transaction expenses.
TransDigm does not intend to draw on the revolving credit line
under its senior secured credit facility in connection with the
closing of the ATI acquisition.

                         About TransDigm

TransDigm Group Incorporated (NYSE: TDG), through its wholly owned
subsidiaries, including TransDigm Inc., designs, manufactures and
supplies highly engineered aircraft components for use on nearly
all commercial and military aircraft in service.  Major
product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry, include ignition
systems and components, gear pumps, mechanical/electro-mechanical
actuators and controls, NiCad batteries/chargers, power
conditioning devices, hold-open rods and locking devices,
engineered connectors, engineered latches and cockpit security
devices, lavatory hardware and components, specialized AC/DC
electric motors and specialized valving.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' rating on
TransDigm Inc.'s 7.75% subordinated notes due 2014, which are
being increased $250 million, to a total of $525 million.

The new notes will be issued via SEC rule 144A with registration
rights.  The proceeds from the new notes and bank borrowings will
be used to finance the pending $430 million acquisition of
Aviation Technologies Inc. by TransDigm's parent, TransDigm Group
Inc.

The corporate credit rating is 'B+' and the outlook is stable.


VALEANT PHARMA: Financial Restatement Cues S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's affirmed its ratings on Costa Mesa, California
based Valeant Pharmaceuticals International, including the 'B+'
corporate credit rating.

The ratings were removed from CreditWatch, where they were placed
with negative implications Oct. 24, 2006, to reflect the ongoing
uncertainty at that time regarding the company's inability to file
its Form 10-Q for the third quarter and the possibility that all
of its debt obligations would have been accelerated.

Valeant recently successfully restated its financial results to
properly account for past stock option grants; the financial
impact was minimal.

The rating outlook on the company is stable.

The speculative-grade rating on specialty pharmaceutical company
Valeant reflects the uncertainty relating to the company's ongoing
restructuring plan and challenges to drive earnings and cash flow
growth.  These factors are somewhat offset by Valeant's diverse
product portfolio and limited debt maturities over the
intermediate term.

Valeant is currently in the midst of restructuring its operations
to cut costs and increase focus on select products and prospects.
The company intends to incur a restructuring charge of
$80 million-$100 million, with 25%-35% of the charge representing
cash charges.  Funds from operations to debt is 16%, and debt to
EBITDA is 4.5x. While these measures are an improvement over those
of recent years, they are still weak.


WCI COMMUNITIES: Moody's Junks Rating on Senior Subordinated Notes
------------------------------------------------------------------
Moody's lowered the ratings of WCI Communities, Inc., including
its corporate family rating to B2 from B1 and the ratings on its
senior subordinated notes to Caa1 from B3.

The ratings outlook remains negative.

The downgrade and continued negative ratings outlook were
triggered by the company's persistently unfavorable performance
vs. expectations in 2006 and Moody's concern that this
underperformance may last for much of 2007.

Moody's believes that WCI's cash collections in the fourth quarter
of 2006 were adversely impacted by delays in construction, in
receipt of certificates of occupancy, and in getting buyers to
closings as well by higher cancellation rates.  Moody's remains
concerned that first quarter cash collections will similarly be
short of prior expectations, with more sliding into the second and
subsequent quarters.

While the company may yet be able to collect on the approximately
$1.3 billion of contract receivables that it had on its books at
year-end, each delay worsens its ability to get reluctant buyers
to closing.  Moody's expects full-year cash collections to fall
short of the $945 million implied by the $1.3 billion of
receivables.  Thus, the company's ability to reduce debt leverage
from its unacceptably high current rate of nearly 67% to its
target rate of 50% and its capacity to comply with financial
covenants in its bank credit facilities will be greatly
challenged.

WCI's earnings in 2007, even after excluding land impairment and
option abandonment charges, will decline significantly from 2006
levels, perhaps breaking into negative territory.  As a result,
Moody's anticipates that WCI will have difficulty in complying
with the existing interest coverage covenant of 2.0x, thus
necessitating covenant relief.  Finally, management's ability to
build liquidity and reduce debt leverage in the face of a downturn
of unknown breadth and duration is as yet unproven.

Going forward, the ratings could be reduced again if the company
were unwilling or unable to reduce and maintain debt leverage
below 60% after the tower closings occur, if earnings were to turn
sharply negative, if covenant violations were to occur, or if
interest coverage were to fall below 1.75x.  The ratings outlook
could stabilize if the company were to place greater emphasis on
building liquidity and reducing outstanding debt, were to stay
profitable in the coming quarters, were able to meet its debt
covenant tests with some headroom, and were to generate interest
coverage in excess of 2.25x.

These ratings were affected:

   -- Corporate family rating changed to B2 from B1

   -- Probability of default rating changed to B2 from B1

   -- Senior sub. debt ratings changed to Caa1 from B3

   -- LGD assessment and rate on the senior sub debt confirmed at
      LGD5, 83%

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. is
a fully integrated homebuilding and real estate services company
with 60 years of experience in the design, construction, and
operation of leisure-oriented, amenity-rich master planned
communities targeting affluent homebuyers.  Revenues and earnings
for the trailing twelve month period ended Sept. 30, 2006 were
$2.1 billion and $128million, respectively.


WEIGHT WATCHERS: 8.5 Mil. Common Stock Sold in Self-Tender Offer
----------------------------------------------------------------
Weight Watchers International, Inc. disclosed the final results of
its "modified Dutch Auction" tender offer, which expired at 12:00
midnight, New York City time, on Jan. 18, 2007.  The company has
accepted for purchase an aggregate of 8,548,027 shares of its
common stock at a purchase price of $54 per share.  The shares
represent approximately 8.8% of the company's outstanding shares
as of Nov. 30, 2006.

Based on the final count by the depositary for the tender offer,
an aggregate of 8,548,027 shares were properly tendered and not
withdrawn at or below a price of $54.  The 8,548,027 shares to be
purchased are comprised of the 8,300,000 shares the Company
offered to purchase and 248,027 shares to be purchased pursuant to
the Company's right to purchase up to an additional 2% of the
outstanding shares of common stock as of Nov. 30, 2006 without
extending the tender offer in accordance with applicable
securities laws.  Because the company has accepted all of the
shares tendered, there will not be any proration of the shares
accepted for purchase.  The depositary will promptly pay for the
shares accepted for purchase.

Additionally, on Feb. 2, 2007, the company expects to purchase
10,511,432 shares from Artal Holdings Sp. z o.o., its majority
shareholder, at a purchase price of $54 per share.  The company
previously announced an agreement with Artal to purchase a number
of shares of common stock at the price established by the tender
offer so that Artal's percentage ownership interest in the
Company's outstanding shares of common stock after the tender
offer and such purchase from Artal will be substantially equal to
its current level.  As a result of the tender offer and the
purchase from Artal, the Company will repurchase approximately
19.6% of its common stock outstanding as of Nov. 30, 2006.

                     Amended Credit Facility

The company amended its senior credit facility to increase its
borrowing capacity up to an additional $1.2 billion to finance the
purchases pursuant to the tender offer and the agreement with
Artal and to refinance certain indebtedness of its subsidiary
WeightWatchers.com, Inc.

The tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each dated Dec. 18, 2006, in which the
company offered to purchase up to 8.3 million shares at a price
not less than $47 per share and not greater than $54 per share,
that were filed as exhibits to the company's Schedule TO filed
with the Securities and Exchange Commission on Dec. 18, 2006, as
amended on Jan. 11, 2007 and Jan. 19, 2007.

Credit Suisse Securities (USA) LLC was the dealer manager,
Georgeson Inc. was the information agent and Computershare Trust
Company, N.A. was the depositary for the tender offer.  All
inquiries about the tender offer should be directed to Georgeson
Inc. at (866) 785-7396 in the United States and Canada and (212)
440-9800 for all other countries.

                      About Weight Watchers

Headquartered in New York, U.S.A., Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/
-- provides weight management services, with a presence in 30
countries around the world, including Brazil, the Netherlands,
and New Zealand.  The company serves its customers through
Weight Watchers branded products and services, including
meetings conducted by Weight Watchers International and its
franchisees.

At Sept. 30, 2006, the company's balance sheet showed $935,098,000
in total assets and $1,038,367,000 in total liabilities, resulting
in a stockholders' deficit of $103,269,000.  At Dec. 31, 2005, the
company's stockholders' deficit was $80,651,000.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2007
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating for New York, New York-based commercial weight-loss
service provider Weight Watchers International Inc.

At the same time, all WWI ratings were removed from CreditWatch,
where they were placed with negative implications on
Dec. 20, 2006, reflecting WWI's increasingly aggressive financial
policy after the company's disclosure that it plans to launch a
"modified Dutch auction" self-tender offer for up to 8.3 million
shares of its common stock at a price range between $47 and
$54 per share.

At the same time, Standard & Poor's assigned its 'BB' rating to
the company's proposed $700 million term loan A-1 and $500 million
term loan B, with a recovery rating of '2', indicating the
expectation for substantial recovery of principal in the event of
a payment default. Standard & Poor's also lowered the existing
bank loan ratings on WWI's $350 million term loan A and $500
million revolving credit facility to 'BB' from 'BB+' and the
recovery rating on these facilities to '2' from '1'.

The rating outlook is negative.

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Moody's Investors Service assigned a Ba1 rating to the proposed
$1.2 billion senior secured term loan facility of Weight Watchers
International, Inc. and affirmed existing credit ratings.

The rating outlook remains stable.


WERNER LADDER: Agrees to Sell All Assets for $255.75 Million
------------------------------------------------------------
Werner Holding Co. (DE), Inc., Black Diamond Capital Management
and Brencourt Advisors, LLC have entered into an agreement for
Werner to sell substantially all of its assets pursuant to section
363 of the Bankruptcy Code, subject to the negotiation of
definitive documentation.  The proposal provides for the purchase
of Werner's assets with a combination of cash and contributed
first lien debt at an indicated enterprise value of approximately
$255.75 million.

The joint proposal sets certain milestone dates, including
approval of bid procedures by March 7, 2007, an auction, if
necessary, by May 1, 2007 and a sale hearing on May 7, 2007.  The
proposal requires a closing by May 17, 2007, which can be extended
if certain regulatory approvals are required.

"We are very pleased to have entered into this agreement with
Black Diamond and Brencourt, which demonstrates that we are well
on our way to completing our restructuring and positioning our
business to be well capitalized and viable long into the future,"
James J. Loughlin, Jr., Werner's Interim Chief Executive Officer,
stated.  "This agreement substantiates the progress Werner has
made with its operational restructuring and the underlying value
of the Werner franchise.  With this agreement, we expect the
business to exit chapter 11 before the end of the second quarter."

"We are pleased to have entered into this agreement with Brencourt
and Werner and look forward to continuing our support of the
Werner business," Steven Deckoff, Managing Principal of Black
Diamond Capital Management, L.L.C. stated.

                   About Black Diamond Capital

Founded in 1995, Black Diamond Capital Management, L.L.C. is an
alternative asset management firm with approximately $10 billion
under management in a combination of distressed-debt/private
equity funds, hedge funds and structured vehicles. Black Diamond
has offices in Greenwich, Connecticut, and Lake Forest, Illinois
and London in the United Kingdom.

                    About Brencourt Advisors

Brencourt Advisors, LLC was formed in 2001 as a registered
investment advisor to various alternative investment funds.
Brencourt currently manages approximately $2 billion in assets and
has offices in New York City and London in the United Kingdom.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.  The
Debtors' requested the Court to extend its exclusive period to
file a chapter 11 plan of reorganization to March 9, 2007.


WEST CORP: $165 Million Add-on Cues S&P to Affirm B+ Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' loan and '2'
recovery ratings on the senior secured first-lien bank facility of
business process outsourcer West Corp., after the report that the
company will add $165 million to its first-lien term loan.  The
bank loan rating recovery of principal in the event of a payment
default.  Pro forma for the proposed add-on term loan, the
facility will consist of a $250 million revolving credit facility
due 2012 and a $2.215 billion term loan B due 2013.

Proceeds from the proposed add-on term loan will be used to
finance the acquisitions of TeleVox Software Inc. and CenterPost
Communications Inc.  TeleVox provides communication and automated
messaging services to the health care industry.  CenterPost
provides self-service automated notification services.

Ratings List:

   * West Corp.

      -- Corporate Credit Rating at B+/Stable/

Ratings Affirmed:

   * West Corp.

      -- Senior Secured $2.47 Bil. Sr. Second First-Lien
         Facilities affirmed at B+

      -- Recovery Rating affirmed 2


WESTERN REFINING: Moody's Rates Proposed $1.4 Bil. Sr. Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned to Western Refining Co., LP's a
B1 corporate family rating, a B1 probability of default rating,
and a B1, LGD3; 31% rating to its proposed senior secured
$1.4 billion 7-year Term Loan B.  TLB can be expanded by
$100 million at WNR's request.

Moody's does not rate WNR's $500 million monitored working
capital-secured borrowing base bank revolver.  TLB will fund WNR's
$1.5 billion acquisition of Giant Industries, Inc., including its
$280 million of senior subordinated notes and other substantial
transactions costs.

The rating outlook is stable.

Moody's affirmed Giant's B1 corporate family rating, B1
probability of default rating, and B2, LGD4, 60% senior
subordinated note ratings and changed Giant's rating outlook to
stable from developing.  At the acquisition closing, Moody's
would withdraw Giant's corporate family rating.  Its note ratings
would be withdrawn when WNR completes its planned tenders for all
of Giant's senior subordinated notes.  WNR expects to take down
roughly $1.1 billion of TLB at the closing to fund its purchase of
Giant's common shares at $77/share.  WNR will borrow a further
$275 million under TLB to retire Giant's 8% notes roughly 30 days
after closing and retire its 11% notes on or around May15, 2007.

TLB is first secured by WNR's fixed assets and initially by
Giant's common equity.  After WNR retires all of Giant's notes,
TLB will become first secured by Giant's fixed assets.  WNR's
unrated $500 million revolver is first secured by post-acquisition
inventory and receivables and is second secured by pro-forma fixed
assets.  TLB is second secured by pro-forma receivables and
inventory.

WNR's B1 ratings reflect:

   -- seasoned management;

   -- increased pro-forma scale;

   -- WNR's much greater diversification of unscheduled downtime
      risk, regional refined product margin risk, and logistical
      risks to sourcing crude oil feed; and,

   -- its four refineries' long histories of viable operations in
      their home markets.

While each of Giant's refineries has faced specific important
operating challenges and inordinate downtime, the pro-forma
portfolio reduces the risk that single downtime events could alone
terminally damage WNR's ability to service its high debt burden
and meet maintenance and committed capital spending burdens.  The
ratings also reflect Moody's expectation that, while refining
sector margins are likely in a moderating downward trend, they are
likely to remain above six year average margins during the
important initial phases of planned debt reduction.

The ratings also benefit from the addition of Giant's significant
refined product distribution capacity through its 153 unit retail
gasoline station network in Arizona, New Mexico, and Colorado, and
by Giant's wholesale distribution business.  The retail and
wholesale distribution capacity adds to WNR's ability to defend
its volume market share in the event of increased product
competition from new or expanded refined product pipeline flows
into the region.  The Southwest is in the path of industry efforts
to capitalize on high margin opportunities in the western
Southwest by eventually moving larger volumes of refined product
by pipeline from the Gulf Coast to New Mexico and Arizona.

The ratings are restrained by very high post-acquisition leverage,
registering very high in Moody's rated refining universe, as
measured on complexity barrels and distillation throughput
capacity.  High leverage in a sector such as refining considerably
amplifies other risk considerations.

The ratings are also restrained by:

   -- heavy capital spending and interest burdens that
      considerably restrict the amount of expected early debt
      reduction;

   -- WNR's need to demonstrate it can avoid the material
      unscheduled downtime events that Yorktown has had in the
      past;

   -- by high inherent sector margin cyclicality;

   -- the potentially near-term, but more likely medium-term, risk
      significant new regional refined product competition shipped
      to WNR's Southwest marketing region by expected new
      expansions of the Kinder Morgan East Line and Longhorn
      pipelines;

   -- by the potential moderating impact on margins from the
      expansions of at least 4 refineries supplying the
      Southwestern market; and,

   -- the thinner, more volatile Atlantic Basin margin environment
      in which Yorktown operates.

The East Coast endures ongoing and sometimes intensified phases of
gasoline, gasoline precursor, and gasoline blend stock imports
from Europe, reflecting the ongoing Transatlantic arbitrage
between the comparatively loose lower margin European gasoline
market and the comparatively tighter U.S. domestic market.

The Giant acquisition increases WNR's refinery portfolio from one
moderately large land-locked refinery to four refineries, taking
its crude oil throughput capacity from 124,000 barrels per day to
223,000 Bpd.  Giant's Yorktown, Virginia refinery also has a
19,000 barrels per day delayed coker unit, giving WNR its first
capacity to run and upgrade cheaper heavy and particularly sour
crude oils. Giant's Ciniza and Bloomfield refineries in the Four
Corners area of New Mexico have faced diminishing crude oil
production in the local area, causing throughput rates to decline.

Some of the cash flow impact has been offset by advantaged crude
oil pricing Giant gains by being the primary buyer of that
declining crude oil flow. Giant is also far into a plan to reverse
a pipeline to begin flowing crude oil to the Four Corners region,
though at higher cost.  An upgrade is highly unlikely any time
soon, short of a substantial equity offering to reduce debt.

WNR would also need to have demonstrated sound post-acquisition
operations at each of its four refineries and the sector margin
outlook would also need to be supportive.  The ratings would come
under pressure if there is unscheduled refining downtime, capital
spending, or sufficiently weak margins materially increase
leverage or appear to prevent commencement of material leverage
reduction within twelve to eighteen months.

Western is an independent refining and marketing company that owns
and operates a single light sweet crude oil cracking refinery in
El Paso, Texas with a total distillation capacity of 124,000
barrels per day and a Nelson Complexity Rating of 7.25.  Giant is
an independent refining and marketing company that owns and
operates a relatively complex coking refinery located in Yorktown,
Virginia and two light sweet crude oil cracking refineries in the
Four Corners region of New Mexico.  Giant's Yorktown refinery has
a distillation capacity of 62,000 bpd and Nelson Complexity Rating
of 11.01 and is able to process a combination of Canadian light
sweet crude and North Sea high acid crude oils.  The Ciniza and
Bloomfield refineries have distillation capacities of 21,000 bpd
and 16,000 bpd, and Nelson Complexity Ratings of 11.11 and 7.53,
respectively.  The Four Corners refineries are proximate to each
other and operate on a partially integrated basis, with certain
intermediate feedstock from Bloomfield upgraded further at Ciniza.

Western Refining is headquartered in El Paso, Texas. Giant
Industries is headquartered in Scottsdale, Arizona.


WOODWIND & BRASSWIND: Panel Hires Baker & Daniels as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave the Official Committee of Unsecured Creditors of Dennis
Bamber Inc. dba The Woodwind & The Brasswind permission to
retain Baker & Daniels LLP, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Baker & Daniels will:

     a) advice with respect to the Committee's duties,
        responsibilities and powers in these cases;

     b) assist in the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtor and its affiliates;

     c) advice with respect to actions proposed by the Debtor;
        including proposed sales of assets, obtaining debtor-in-
        possession financing, any chapter 11 plan that may be
        proposed in this case, disposition of claims and the
        assertion of alleged rights and liens against the Debtor
        or its assets, possible claims against third parties, and
        any other matters relevant to this case or to the
        formulation of a plan;

     d) advice and represent with respect to any other issue,
        matter, or proceeding affecting interest represented by
        this Committee; and

     e) perform other legal services as may be required by the
        Committee.

The firm's professionals billing rates are:

     Designation           Hourly Rate
     -----------           -----------
     Partners                  $475
     Associate Lawyers         $165

To the best of the Committee's knowledge the firm does not hold
any interest adverse to the Debtor or its estate.

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, they estimated assets and debts
between $1 million and $100 million.  The Debtor's exclusive
period to file a chapter 11 plan expires on March 24, 2007.


WOODWIND & BRASSWIND: Panel Hires Milbank Tweed as Co-Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave the Official Committee of Unsecured Creditors of The Woodwind
& The Brasswind dba Dennis Bamber Inc., permission to employ
Milbank Tweed Hadley McCloy LLP, as its co-counsel.

As reported in the Troubled Company Reporter in Jan. 19, 2007,
Milbank Tweed is expected to:

     a) advise the Committee with respect to its rights, powers
        and duties in this case, and to assist the Committee in
        exercising and fulfilling the rights, powers and duties;

     b) assist and advise the Committee in its consultations with
        the Debtor concerning the administration of this
        reorganization proceeding;

     c) assist the Committee in analyzing the claims of the
        Debtor's creditors and in negotiating with the creditors;

     d) assist with the Committee's investigation of the acts,
        conduct, assets, liabilities, financial affairs and
        condition of the Debtor and of the operation of the
        Debtor's business;

     e) assist the Committee in analyzing and negotiating any
        proposed transaction involving the sale of disposition of
        the Debtor's business assets and operations, including in
        connection with the expedited sale process already
        underway in this case;

     f) assist the Committee in its analysis of, and negotiations
        concerning the terms, formulation and structure of any
        plan of reorganization or liquidation for the Debtor;

     g) assist the Committee in connection with any litigation
        affecting the Debtor's assets and business operations,
        the Debtor's chapter 11 case, the confirmation and
        implementation of a Plan, and the outcome of the Debtor's
        chapter 11 case;

     h) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in this case;

     i) review and analyze all applications, orders, statements
        of operations and schedules filed with the Court and
        advise the Committee with respect thereto;

     j) assist the Committee in evaluating, and pursuing if
        necessary, where appropriate and authorized, claims and
        causes of action;

     k) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives;

     l) represent the Committee at all hearing and other
        proceedings; and

     m) perform other legal services as may be required and are
        deemed to be in the interest of the Committee on
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

The firm's professionals billing rates are:

     Designation             Hourly Rate
     -----------             -----------
     Junior Associates          $225
     Senior Partners            $850
     Legal Assistants        $155 - $295

Thomas R. Kreller, Esq., a partner of the firm, assured the Court
that the firm does not hold any interest adverse to the Debtor's
estate or creditors.

Mr. Kreller can be reached at:

    Thomas R. Kreller, Esq.
    Milbank, Tweed, Hadley & McCloy LLP
    601 South Figueroa Street, 30th Floor
    Los Angeles, CA 90017-5735
    Tel: (213) 892-4000
    Fax: (213) 629-5063
    http://www.milbank.com/en

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, they estimated assets and debts
between $1 million and $100 million.  The Debtor's exclusive
period to file a chapter 11 plan expires on March 24, 2007.


WOODWIND & BRASSWIND: Can Access Cash Collateral & Borrow $25 Mil.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave The Woodwind & The Brasswind permission to use cash
collateral securing repayment of its obligations to LaSalle Bank
National Association.

The Debtor granted LaSalle Bank first priority and continuing
pledges, liens, and security interests in and on substantially all
of its property and assets, including cash, proceeds, and cash
equivalents.  The Debtor does not dispute the validity of those
liens.

LaSalle Bank consented to the Debtor's use of its Cash Collateral,
according to the Debtor's counsel, Howard L. Adelman, Esq., at
Adelman & Gettleman, Ltd., in Chicago, Illinois.

As of Nov. 21, 2006, the Debtor owed LaSalle no less than
$21,453,000, plus approximately $475,000 in issued and outstanding
letters of credit under their prepetition credit agreement.

The Cash Collateral will be applied to the payment of the
outstanding indebtedness.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?1957

                      Postpetition Financing

The Honorable Harry C. Dees, Jr., also allowed the Debtor to
borrow up to $25,000,000 in the form of revolving loans from
LaSalle Bank, and obtain and maintain Letters of Credit.

The Debtor, Mr. Adelman explains, needs immediate access to cash
in order to pay its operating expenses, including for necessary
supplies, inventory, and payroll.

The Debtor has granted LaSalle Bank valid, binding, enforceable,
first priority, and perfected security interests and liens in and
on all of its property and assets.  The Lender is also granted
allowed super-priority administrative claims and replacement liens
as adequate protection.  The liens and claims granted to the
Lender are subject to the payment of fees and claims of retained
professionals, the United States Trustee, and Clerk of the
Bankruptcy Code.

Five creditors assert claims against the Debtor and its Estate,
which claims are allegedly secured by a lien or security interest
against the DIP Collateral, including, without limitation, alleged
purchase money security interests:

     Entity                       Maximum Claim Amount
     ------                       --------------------
     Dennis Bamber                        $1,000,000
     G. LeBlanc Corporation                3,034,620
     Yamaha Corporation of America         2,831,000
     Gibson Guitar Corp.                     668,000
     David Carpenter                         266,000

All liens and security interest held by the Subordinated Secured
Creditors are being primed by the DIP Liens and Adequate
Protection Senior Liens.

The Debtor has advised LaSalle Bank that, in addition to LaSalle
National Leasing Corporation and possible reclamation claims:

   (i) Taylor-Listug, Inc. -- $20,000
  (ii) Guitabec d/b/a Godin Guitars -- $5,438
(iii) Raymond Leasing Corporation -- $15,000
  (iv) Fender Musical Instrument Corp. -- $1,050,000

are the only other entities, which allegedly have secured claims
against the Debtor and its Estate.

LaSalle Bank is represented by R. William Jonas, Jr., Esq., at
Hammerschmidt, Amaral & Jonas, in South Bend, Indiana; and J.
Douglas Bacon, Esq., and Keith A. Simon, Esq., at Latham & Watkins
LLP, in Chicago, Illinois.

                About The Woodwind & the Brasswind

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, they estimated assets and debts
between $1 million and $100 million.  The Debtor's exclusive
period to file a chapter 11 plan expires on March 24, 2007.


YANKEE CANDLE: Moody's Holds Junk Rating on $200 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Yankee Candle
Company, Inc including the secured bank loan at Ba3, the senior
notes at B3, and the senior subordinated notes at Caa1.

Consideration of the ratings was prompted by modification of the
capital structure that was previously rated on Jan. 22, 2007.
Relative to the prior capital structure, the senior notes were
upsized to $325 million from $300 million and the senior
subordinated notes were downsized to $200 million from
$225 million.  Debt proceeds, together with common equity from the
new owner Madison Dearborn, will be used to finance the leveraged
buyout of Yankee Candle for total consideration of approximately
$1.6 billion.

Ratings affirmed:

   -- $775 million senior secured term loan at Ba3, LGD2, 28%;

   -- $325 million eight-year senior notes at B3, LGD5, 77%;

   -- $200 million ten-year senior subordinated notes at Caa1,
      LGD6, 93%;

   -- Corporate family rating at B2;

   -- Probability-of-default rating at B2;

   -- Speculative Grade Liquidity rating at SGL-2.

The rating outlook remains stable.

Yankee Candle Company, Inc, with headquarters in South Deerfield,
Massachusetts, operates 420 retail stores that sell scented
candles and other home fragrance products.  The company also
distributes candles to more than 17,000 wholesale customers.
Revenue for the twelve months ending Sept. 30, 2006 was
approximately $650 million.


* BOND PRICING: For the week of January 29 - February 2, 2007
-------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    70
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    72
Archibald Candy                      10.000%  11/01/07     0
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Autocam Corp.                        10.875%  06/15/14    28
Bank New England                      8.750%  04/01/99     4
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     6
Better Minerals                      13.000%  09/15/09    75
Burlington North                      3.200%  01/01/45    58
Budget Group Inc                      9.125%  04/01/06     0
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    74
Cell Therapeutic                      5.750%  06/15/08    69
Cell Genesys Inc                      3.125%  11/01/11    74
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    40
Dal-Dflt09/05                         9.000%  05/15/16    58
Dana Corp                             5.850%  01/15/15    70
Dana Corp                             6.500%  03/15/08    74
Dana Corp                             7.000%  03/15/28    73
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             9.000%  08/15/11    74
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    39
Delco Remy Intl                      11.000%  05/01/09    43
Delta Air Lines                       2.875%  02/18/24    58
Delta Air Lines                       7.700%  12/15/05    56
Delta Air Lines                       7.900%  12/15/09    62
Delta Air Lines                       8.000%  06/03/23    61
Delta Air Lines                       8.300%  12/15/29    62
Delta Air Lines                       9.250%  12/27/07    67
Delta Air Lines                       9.250%  03/15/22    63
Delta Air Lines                       9.750%  05/15/21    58
Delta Air Lines                      10.000%  08/15/08    62
Delta Air Lines                      10.125%  05/15/10    59
Delta Air Lines                      10.375%  02/01/11    63
Delta Air Lines                      10.375%  12/15/22    61
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    69
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    30
Dura Operating                        9.000%  05/01/09     6
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    68
Encysive Pharmacy                     2.500%  03/15/12    68
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Fedders North AM                      9.875%  03/01/14    72
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    75
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    74
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     4
Gulf Mobile Ohio                      5.000%  12/01/56    75
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Home Prod Intl                        9.625%  05/15/08    45
Insight Health                        9.875%  11/01/11    30
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    27
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    28
Iridium LLC/CAP                      14.000%  07/15/05    26
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            9.780%  01/15/20     0
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    68
MRS Fields                            9.000%  03/15/11    68
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    55
Northern Pacific RY                   3.000%  01/01/47    55
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    74
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     8
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     4
Outboard Marine                      10.750%  06/01/08     6
Pac-West-Tender                      13.500%  02/01/09    32
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     8
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc                        1.750%  05/15/24    74
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    59
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    13
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    70
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      8.700%  10/07/08    43
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    54
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    35
United Air Lines                      9.560%  10/19/18    58
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    52
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    52
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     7
Werner Holdings                      10.000%  11/15/07     8
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      5.000%  08/01/10    75
Winstar Comm Inc                     12.750%  04/15/10     0
Winstar Comm                         14.000%  10/15/05     0
Xerox Corp                            0.570%  04/21/18    42

                             *********

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, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

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

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

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

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