TCR_Public/070207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 7, 2007, Vol. 11, No. 32

                             Headlines

ADVANCED MARKETING: Wells Fargo Won't Object to PGW Payment
ADVANCED MARKETING: Wants to Employ Capstone as Financial Advisor
ADVANCED VENDING: Gets Court Approval of $400,000 DIP Financing
AMERICAN COMMERCIAL: Notes Buy Cues Moody's to Withdraw Ratings
AMERIPATH: S&P Rates Proposed $125 Million Senior Notes at B-

ANDERSON MEDICAL: Case Summary & 13 Largest Unsecured Creditors
ARVINMERITOR INC: Offering $175 Million of Senior Unsecured Notes
BANC OF AMERICA: Fitch Holds Low-B Ratings on 38 Certificates
BLACK DIAMOND: Moody's Rates $45 Million Class E Notes at Ba2
CATHOLIC CHURCH: Davenport Wants Until August 15 to File Plan

CATHOLIC CHURCH: Portland Joint Disclosure Statement Not Approved
CEL-SCI CORP: September 30 Balance Sheet Upside-Down by $930,601
CEP HOLDINGS: Sells Lapeer Plant for $2,042,500
CLAYMONT STEEL: Parent to Refinance Existing Debt
CLAYMONT STEEL: Moody's Rates Proposed Sr. Unsecured Notes at B3

CLAYMONT STEEL: S&P Rates Proposed $20 Million Term Loan at B+
COLLINS & AIKMAN: Judge Rhodes Approves Solicitation Protocol
COLLINS & AIKMAN: Wants Separation Pact with Frank Macher Approved
CONCORD CAPITAL: Voluntary Chapter 11 Case Summary
CONSTELLATION BRANDS: Acquires SVEDKA Vodka Brand for $384 Million

CONVERSION SERVICES: To Appeal AMEX Plan to Delist Shares
CORRECTIONS CORP: Moody's Lifts Rating & revises Outlook to Stable
CORUS GROUP: Steel Union Threatens Strike Over Job Safety
COUDERT BROTHERS: Panel Wants FTI Consulting as Financial Advisor
CPG INTERNATIONAL: S&P Rates Proposed $33 Mil. Senior Notes at B-

CROWN HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $545 Million
DANA CORP: Wants to Reject CBAs and Modify Retiree Benefits
DANA CORP: Wants Divestiture Order to Include Restructuring Pacts
DAWSOME ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
DAYTON POWER: S&P Lifts Corporate Credit Rating to BBB from BB

EDDIE BAUER: European Union Gives Okay on Sun Capital Merger Deal
EMI GROUP: Restructuring Program Prompts S&P to Downgrade Ratings
FEDERAL-MOGUL: Supplemental Disclosure Statement Approved
FEDERAL-MOGUL: Plan Confirmation Hearing Scheduled on May 8
FLEXTRONICS INT'L: Revenue Growth Cues Moody's Stable Outlook

FR BRAND: Moody's Junks $300 Mil. Second Lien Term Loan's Rating
GAP INC.: Moody's Lowers Senior Unsecured Notes' Rating to Ba1
GMAC COMMERCIAL: Fitch Holds B Rating on $4.3 Mil. Class M Certs.
GRANITE BROADCASTING: Disclosure Statement Hearing Set for Feb. 13
GREYWOLF CLO: Moody's Rates $17.5 Million Class E Notes at Ba2

GSCP LP: Term Loan Upsizing Prompts Moody's to Hold Ratings
GS MORTGAGE: Fitch Puts Junk Rating on $55.8 Mil. Class H Certs.
HANOVER COMPRESSOR: Inks Merger Deal with Universal Compression
HANOVER COMPRESSOR: Merger Deal Cues Moody's to Review Ratings
HAYES LEMMERZ: Sells Indiana and Michigan Facilities

HAYES LEMMERZ: Moody's to Cuts Corporate Family Rating to Caa1
HERBALIFE LTD: Receives $39 Per Share Cash Offer from Whitney
HERBALIFE INT'L: $2.7 Bil. Offer Cues S&P's Negative CreditWatch
HILCORP ENERGY: Moody's Rates $300MM Senior Notes Offering at B3
HLI OPERATING: Low Production Prompts Moody's to Lower Ratings

HOME PRODUCTS: Court Approves Greystone and Branford as Auctioneer
HOME PRODUCTS: Court Approves Sale of Assets Through Auction
HORIZONS AT SHREWBURY: Case Summary & 11 Largest Unsec. Creditors
HSBC HOME: Fitch Holds Low-B Ratings on Four Certificate Classes
INNER HARBOR: S&P Holds Junk Rating on $5.5 Mil. Class B-2 Notes

INFOR GLOBAL: S&P Junks Rating on Proposed $1.275 Bil. Senior Loan
IXIS REAL ESTATE: Moody's Rates Class B-4 Certificates at Ba1
JARDEN CORP: Commences Tender Offer for 9-3/4% Sr. Notes Due 2012
KL INDUSTRIES: Disclosure Statement Hearing Continued to March 6
LEAR CORPORATION: Carl Icahn Makes $36 per Share Acquisition Offer

LEAR CORP: Icahn Acquisition Offer Prompts Fitch's Negative Watch
LEAR CORPORATION: Icahn Offer Cues Moody's to Review Ratings
MAGNOLIA VILLAGE: Asset Sale Hearing Scheduled for February 15
MAJESCO ENTERTAINMENT: Goldstein Golub Raises Going Concern Doubt
MASSACHUSETTS HEALTH: Fitch Holds BB Rating on $26.7 Million Bonds

MASTERCRAFT INTERIORS: Can Reject Nazario, Lexus & FSG Leases
MERIDIAN AUTOMOTIVE: Committee's Suit Against Lenders Dismissed
MERIDIAN AUTOMOTIVE: Wants Plastech Compelled to Repay $1.25 Mil.
MERRILL LYNCH: Improved Performance Cues DBRS to Upgrade Ratings
MERRILL LYNCH: DBRS Holds Class F Certificates' Rating at BB Neg.

MICROISLET INC: Has Until Feb. 26 to Comply with AMEX Standards
MILLS CORP: Receives Acquisition Proposal from Simon and Farallon
MORGAN STANLEY: Fitch Holds Low-B Ratings on $19.4 Million Debt
MORTGAGE LENDERS: Taps Pachulski Stang as Bankruptcy Counsel
MORTGAGE LENDERS: Taps Scouler Andrews for Restructuring Services

NEWCOMM WIRELESS: Panels Taps Falkenberg Capital as Fin'l Advisors
NORTEL NETWORKS: Peter Currie to Step Down as EVP & CFO
NOVA CHEMICALS: DBRS Cuts Rating on Unsecured Notes & Debentures
PLATFORM LEARING: Wants Court Approval on Joshuan Gotbaum as CRO
POWERCOLD CORP: Issues Seven Senior Subordinated Bridge Notes

PUBLIC STEERS: S&P Places BB Ratings on Positive CreidtWatch
R.H. BELAM: Case Summary & 20 Largest Unsecured Creditors
RAMBUS INC: Won't Complete Restatement by Feb. 9 Nasdaq Deadline
SEA CONTAINERS: Trustee Opposes Houlihan's Employment as Advisor
SEA CONTAINERS: Hire Richards Butler as Foreign Counsel

SEALY MATTRESS: Moody's Rates $440 Mil. Senior Term Loans at Ba1
SEQUOIA: Fitch Holds B Ratings on Three Certificate Classes
SHILOH CHURCH: Voluntary Chapter 11 Case Summary
SPATIALIGHT INC: Files Amended Report for Quarter Ended Sept. 30
STRATHMORE MINERALS: Intends to Spin Off Canadian Assets

TAPESTRY PHARMA: Posts $3.5 Mil. Net Loss in Third Quarter 2006
TELE NORTE: S&P Lifts Long-Term Corp. Credit Rating to BB+ from BB
TOBACCO WAREHOUSE: Case Summary & 13 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Enters Into 8th Amendment of DIP Financing
TRAVELCENTERS: Debt Repayment Prompts Moody's to Withdraw Ratings

TRIAD HOSPITALS: CCMP Capital Deal Cues Fitch's Negative Watch
TRIAD HOSPITALS: CCMP Capital Deal Cues Moody's to Review Ratings
UNIVERSAL COMPRESSION: Inks Merger Deal with Hanover Compressor
UNIVERSAL COMPRESSION: Merger Deal Cues Moody's to Review Ratings
US AIRWAYS: Pilots Picket in Support of a Single Fair Contract

VITRO S.A.: Fitch Rates Proposed $1 Billion Notes Offering at B+
VITRO SA: S&P Lifts Notes' Long-Term Credit Rating to B from CCC+
WCI COMMUNITIES: Board of Directors Declare Dividend
WCI COMMUNITIES: Adopts Limited Duration Shareholder Rights Plan
WAMU MORTGAGE: Moody's Puts Low-B Ratings on 2 Class Certificates

WHITEHORSE IV: Moody's Rates $15 Million Class D Notes at Ba2

* Upcoming Meetings, Conferences and Seminars

                             *********

ADVANCED MARKETING: Wells Fargo Won't Object to PGW Payment
-----------------------------------------------------------
Wells Fargo Foothill, Inc., as DIP loan agent, tells the United
States Bankruptcy Court for the District of Delaware that it
doesn't object to Advanced Marketing Services Inc. and its debtor-
affiliates' request to:

   * pay the prepetition claims of Bailor Publishers of
     Publishers Group West, Inc.; and

   * pay up to $12,000,000 in PGW claims, if and as approved by
     the lenders under the DIP Loan Agreement.

As reported in the Troubled Company Reporter on Jan. 10, 2007, the
Court authorized the Debtors, on an interim basis, to dip their
hands into the DIP financing facility arranged by Foothill.

As reported in the Troubled Company Reporter on Jan. 15, 2007, the
Debtors had asked the Court for authority to pay, in the ordinary
course of business, up to $12,000,000 in prepetition claims of
publishers who supply goods and credit critical to the continued
operation of PGW's business.

Kimberly E.C. Lawson, Esq., at Reed Smith, LLP, in Wilmington,
Delaware, representing Wells Fargo, says that, nevertheless,
Foothill reserves all of its rights to object to payment of the
PGW Publisher claims on all grounds in the event that the Debtors
seek to make payments contrary to the terms of the DIP Loan
Agreement and without Wells Fargo's express written consent.

The Debtors wanted to make the payments to minimize disruption and
possible "domino effect" of further insolvencies that could be
caused if PGW immediately ceased all payments with respect to the
PGW Publisher Claims.

                      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: Wants to Employ Capstone as Financial Advisor
-----------------------------------------------------------------
Advanced Marketing Services and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware Court for permission
to employ Capstone Advisory Group LLC as their financial advisors.

Specifically, the Debtors will look to Capstone to:

   (a) analyze and challenge the Debtors' short-term and long-
       term cash flow forecasts;

   (b) assist management, as appropriate, in developing
       corresponding liquidity analysis;

   (c) analyze the Debtors' business plan and any alternative
       business plans suggested by the Debtors;

   (d) assist the Debtors and their advisors in identifying and
       evaluating strategic financial and restructuring
       alternatives;

   (e) support or assist investment banks of the Debtors in their
       efforts to sell or restructure the business entity;

   (f) act as a liaison between the Debtors and their investment
       bankers;

   (g) assist in providing data and information requested by
       Houlihan, Lokey, Howard & Zukin Capital, Inc., in its
       efforts to market and refinance the Debtors;

   (h) assist Houlihan Lokey in its efforts to market or
       refinance the Debtors;

   (i) assist Houlihan, Lokey in identifying and executing an
       alternative transaction that best meets the objectives of
       the Debtors' and their estates; and

   (j) perform other tasks as may be requested by the Debtors
       from time to time.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that Capstone specializes in
providing creative value-added solutions for stakeholders,
lenders and investors dealing with distressed and fraud
situations; for parties in commercial disputes; and, for lenders
and investors evaluating capital transactions.

Capstone has provided services to the Debtors since May 2006.  At
that time, Capstone was hired, through the Debtors' counsel,
O'Melveny & Myers, LLP, to review the Debtors' short-term and
long-term financial forecasts, and assist the Debtors in
identifying and evaluating restructuring alternatives.

The Debtors are also seeking to employ Focus Management Group
U.S.A., Inc., as their financial advisors.  Mr. Collins says that
Focus was retained prior to Capstone and Focus' familiarity with
the Debtors' books, records and financial reporting has aided
Capstone's provision of financial analysis and advisory services.
Furthermore, the Debtors, Focus and Capstone have conferred and
will continue to do so to ensure there is no duplication of
effort or overlap of work between and among Focus and Capstone in
order to ensure that the Debtors estates receive their maximum
value.

"Focus will be working on a number of projects either in
conjunction with Capstone or under the supervision of Capstone,"
Mr. Collins says.

The Debtors will pay Capstone hourly rates on actual hours worked
at Capstone's standard hourly rates in effect when the services
are rendered.  Capstone's hourly rates are:

   Designation                    Hourly Rate
   -----------                    -----------
   Executive Directors            $505 - $595
   Staff                          $275 - $475
   Support                         $90 - $200

The Capstone employees that are expected to be directly
responsible for the engagement and their hourly rates are:

   * Mark Rohman, Capstone Executive Director -- $595
   * Monique Atkins                           -- $450

Mr. Collins notes that there will be a fee awarded to Capstone
upon the completion of a successful sale or refinancing of the
Debtors, equal to 30% of any transaction fee or financing fee
paid by the Debtors to Houlihan Lokey.

In addition, Mr. Collins states that Capstone will be reimbursed
for all reasonably incurred out-of-pocket expenses in connection
with the rendering of services.  These include travel, lodging,
costs of reproduction, reasonable out-of-pocket counsel fees and
other direct expenses.

The Debtors will also indemnify Capstone for its services.

Mr. Rohman assures the Court that Capstone and its partners and
associates do not have any connection with or any adverse
interest to the Debtors, their creditors, or any other parties-
in-interest.

                      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 VENDING: Gets Court Approval of $400,000 DIP Financing
---------------------------------------------------------------
The Honorable John C. Cook of the U.S. Bankruptcy Court for the
Eastern District of Tennessee approved the revolving credit loan
arrangement for up to $400,000 entered by Advanced Vending
Systems, Inc. with Northwest Georgia Bank.

The loan has a 12% fixed interest payable monthly and is secured
by a first lien on all of the Debtor's assets including route
trucks that secured the DIP loan made by Pioneer Financial
Services Inc. N.A.

The Debtor's counsel, Richard C. Kennedy, Esq., at Kennedy, Koontz
& Farinash, in Chattanooga, Tennessee, notes that when the Debtor
filed for bankruptcy, it initially forecasted it would need
$300,000 in postpetition financing to continue its operations.

As reported in the Troubled Company Reporter on Nov. 22, 2006, the
Debtor has only been able to obtain up to $142,500 in postpetition
financing from Pioneer Financial.

Mr. Kennedy relates that the Debtor struggled with cash flow
problems and inventory shortages, which certainly resulted in
reduced sales.  According to Mr. Kennedy, the loan from Northwest
Georgia is sufficient to correct these problems and should allow
the Debtor to reach expected sales levels.

The Loan Agreement with Northwest Georgia provides that:

   * the Debtor will pay off the Pioneer Financial DIP loan;

   * David Houseman of Aurora Partners must be retained and
     remain in place as consultant to the Debtor;

   * Mr. Houseman is to review and approve all draws on the line;
     and

   * the Debtor will identify and begin liquidation of unneeded
     assets, including trucks, with the Bank's approval.

At present, four entities claim a security interest in assets of
the estate:

   (1) Merrill Lynch claims a first security interest in
       inventory;

   (2) Crane Merchandizing Systems claims a first priority
       security interest in all the Debtor's equipment, and cash
       and inventory located inside vending machines.  The
       interest of Crane Vending is subject to dispute that is
       pending in an adversary proceeding.

   (3) Northwest Georgia claims a security interest in virtually
       all of the Debtor's tangible and intangible property
       interests securing an amount in excess of $4,000,000; and

   (4) AmSouth Bank claims to be perfected in virtually all the
       assets, subordinate to the interests of Northwest Georgia,
       Crane, and Merrill Lynch.

The Debtor believes that the interests of Merrill Lynch, Crane (if
any), and AmSouth Bank are adequately protected.

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending
machines.  The Company filed for chapter 11 protection on Aug. 7,
2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C. Kennedy,
Esq., at Kennedy, Koontz & Farinash, and Thomas L. N. Knight,
Esq., at Grisham, Knight and Hooper, represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.  The Court extended the Debtor's exclusive period to
file a chapter 11 plan to June 7, 2007.


AMERICAN COMMERCIAL: Notes Buy Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrawn the Corporate Family and the
Speculative Grade Liquidity Ratings of American Commercial Lines
LLC.

The withdrawal was due to ACL's purchase on Jan. 31, 2007 of
all of the then outstanding principal amount of its 9.5% Senior
Unsecured Notes due 2015 pursuant to the tender offer for the
Notes that ACL initiated on Jan. 17, 2006.  The rating on the
Notes was withdrawn upon completion of their purchase.  ACL has no
other rated debt outstanding.

Ratings Withdrawn:

   * American Commercial Lines LLC

      -- Corporate Family Rating, of B1
      -- Probability of Default Rating, of B1
      -- Speculative Grade Liquidity Rating, of SGL-2

Outlook Action:

   * American Commercial Lines LLC

      -- Changed To Ratings Withdrawn From Stable

Headquartered in Jeffersonville, IN., American Commercial
Lines, LLC is a leading Jones Act qualified provider of barge
transportation services on the United States inland waterways.


AMERIPATH: S&P Rates Proposed $125 Million Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt rating to Palm Beach Gardens, Florida-based
AmeriPath Intermediate Holdings Inc.'s proposed $125 million
senior unsecured floating-rate pay-in-kind toggle notes maturing
in 2014.

At the same time, Standard & Poor's affirmed all of its existing
ratings on AmeriPath Inc., including the 'B+' corporate credit
rating.

The rating outlook is negative.

"The rating on the proposed notes issue was notched down twice due
to this debt's structural subordination to AmeriPath's senior
secured credit facilities and senior subordinated notes,"
explained Standard & Poor's credit analyst Jesse Juliano.

"We do not notch down for the PIK feature, and the notes were
treated as standard holding company senior unsecured notes for
notching purposes."

AmeriPath intends to use the net proceeds of the offering to repay
amounts outstanding under its revolving credit facility and for
general corporate purposes, including consummating various
contemplated acquisitions.

The 'B+' corporate credit rating reflects concerns over
AmeriPath's aggressive acquisition-driven growth, and government
and commercial reimbursement risks.  The rating also reflects
management's challenge to improve its operating performance and
liquidity while saddled with acquisition-related debt.  These
concerns are only partially offset by the company's well-
entrenched businesses, recent investments in infrastructure,
and the continued growth in its outpatient services, esoteric
testing, and dermatopathology divisions.

Slower-than-expected operating improvement, as well as additional
acquisitions and other capital expenditures, have kept leverage
high, with total lease-adjusted debt to EBITDA at about 6x. EBITDA
interest coverage also remains weak at around 2x.  The company's
financial risk profile is expected to remain unimpressive in the
near term and slightly weak for category medians.

Relatively weak financial measures are a rating concern, but are
partially offset by AmeriPath's important niche position in the
mature and essential clinical laboratory sector.

However, Standard & Poor's believes that the company is unlikely
to improve its operating risk profile in the near term through
free operating cash flow, given its aggressive growth strategy.


ANDERSON MEDICAL: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Anderson Medical Centers, LLC
        609 Academy Drive
        Northbrook, IL 60062

Bankruptcy Case No.: 07-01892

Type of Business: The Debtor is a private network of health care
                  facilities that provides comprehensive health
                  care for the entire family, from birth to the
                  elderly.  The Debtor offers primary and
                  preventative care, subspecialty medicine,
                  alternative health care, and ancillary services.
                  See http://www.amrmc.com/

Chapter 11 Petition Date: February 5, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: John H. Redfield, Esq.
                  Kelleher & Buckley LLC
                  231 West Main Street
                  Barrington, IL 60010
                  Tel: (847) 382-9130
                  Fax: (847) 382-9135

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 13Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Dept. of Employment Security                         $600,000
   Northern Region
   260 East Indian Trail Road
   Aurora, IL 60505-1733

   Kovitz, Shifrin & Nesbit                              $79,000
   750 West Lake Cook Road, Suite 350
   Buffalo Grove, IL 60089

   Julia Kogan, M.D.                                     $35,217
   2424 Rebecca Lane
   Glenview, IL 60025

   Avaya Financial Services                              $24,000

   Labsco                                                $13,000

   Rebecca Bergman                                       $12,389

   Moore Medical                                          $5,513

   Callgor                                                $4,895

   Langer, Inc.                                           $1,475

   Michael Davis Weis                                     $1,400

   Medical Arts Press                                       $641

   VaxServe Credit Services                                 $559

   American Computer Supplies                               $387


ARVINMERITOR INC: Offering $175 Million of Senior Unsecured Notes
-----------------------------------------------------------------
ArvinMeritor, Inc., disclosed Monday that it intends, subject to
market and other conditions, to offer $175 million aggregate
principal amount of convertible senior unsecured notes due 2027 to
qualified institutional buyers in a private placement.

ArvinMeritor expects to grant the initial purchasers of the notes
an option to purchase up to an additional $25 million aggregate
principal amount of the notes, solely to cover over-allotments.

In certain circumstances, the notes may be convertible into cash
up to the principal amount.  With respect to any excess conversion
value, the notes may be convertible into cash, shares of
ArvinMeritor common stock or a combination of cash and common
stock, at ArvinMeritor's option.

The company currently expects to use the net proceeds from the
offering of the notes, estimated to be $169.2 million, or
$193.4 million assuming exercise of the initial purchasers' over-
allotment option in full, together with proceeds from other
sources if needed, to repay in full the $169.5 million aggregate
principal amount of its outstanding Term Loan B due 2012.

If the company determines not to use the net proceeds from the
offering to repay the Term Loan B due 2012, the company intends to
use the net proceeds for general corporate purposes, including
retiring other indebtedness or funding certain pension or other
long-term liabilities.

The securities to be offered have not been registered under the
Securities Act of 1933, as amended, or applicable state securities
laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

                        About ArvinMeritor

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies 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 27,500 people at
more than 110 manufacturing facilities in 26 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.


BANC OF AMERICA: Fitch Holds Low-B Ratings on 38 Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Banc of
America Alternative Loan Trust mortgage pass-through certificates:

Series ALT 2003-3:

   -- Classes A-1 to A-5, A-WIO and A-PO affirmed at 'AAA';
   -- Class B1 affirmed at 'AAA';
   -- Class B2 affirmed at 'AA';
   -- Class B3 affirmed at 'A';
   -- Class B4 affirmed at 'BB+';
   -- Class B5 affirmed at 'B+'.

Series ALT 2003-4 Pool 1:

   -- Classes 1-A-1 to 1-A-6, 1-A-WIO and 1-A-PO affirmed at
      'AAA';

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

Series ALT 2003-4 Pool 2:

   -- Classes 2-A-1, 2-A-WIO and 2-A-PO affirmed at 'AAA';
   -- Class 2-B1 affirmed at 'AA+';
   -- Class 2-B2 affirmed at 'A+';
   -- Class 2-B3 affirmed at 'BBB';
   -- Class 2-B4 affirmed at 'BB';
   -- Class 2-B5 affirmed at 'B'.

Series ALT 2003-5 Total Pools 1CB & 1NC:

   -- Classes CB-1, CB-WIO, CB-PO, NC-1, NC-2, NC3, NC-WIO and NC-
      PO affirmed at 'AAA';

   -- Class 1-B1 affirmed at 'AA+';

   -- Class 1-B2 affirmed at 'AA-';

   -- Class 1-B3 affirmed at 'A-';

   -- Class 1-B4 affirmed at 'BB+';

   -- Class 1-B5 affirmed at 'B+'.

Series ALT 2003-5 Pool 2:

   -- Classes 2-A-1, 2-A-WIO & 2-A-PO affirmed at 'AAA';
   -- Class 2-B1 affirmed at 'AA+';
   -- Class 2-B2 affirmed at 'AA-';
   -- Class 2-B3 affirmed at 'BBB+';
   -- Class 2-B4 affirmed at 'BB';
   -- Class 2-B5 affirmed at 'B'.

Series ALT 2003-6 Pool 1:

-- Classes 1-CB-1, 1-CB-WIO, 1-CB-PO, 1-NC-1 to 1-NC-5, 1- NC-
      WIO and 1-NC-PO affirmed at 'AAA';

   -- Class 1-B1 affirmed at 'AA+';

   -- Class 1-B2 affirmed at 'A+';

   -- Class 1-B3 affirmed at 'BBB+';

   -- Class 1-B4 affirmed at 'BB+';

   -- Class 1-B5 affirmed at 'B+'.

Series ALT 2003-6 Pool 2:

   -- Classes 2-A-1, 2-A-WIO & 2-A-PO affirmed at 'AAA';
   -- Class 2-B1 affirmed at 'AA+';
   -- Class 2-B2 affirmed at 'AA-';
   -- Class 2-B3 affirmed at 'BBB+';
   -- Class 2-B4 affirmed at 'BB';
   -- Class 2-B5 affirmed at 'B'.

Series ALT 2003-7 Total Pools 1& 2:

   -- Classes 1-A-1 to 1-A-9, 1-A-WIO, 1-A-PO, 1-CB-1, 1-CB-PO and
      1-CB-WIO affirmed at 'AAA';

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

Series ALT 2003-7 Pool 3:

   -- Classes 2-A-1 to 2-A-4, 2-A-WIO & 2-A-PO affirmed at 'AAA';
   -- Class 2-B1 affirmed at 'AA+';
   -- Class 2-B2 affirmed at 'A+';
   -- Class 2-B3 affirmed at 'BBB';
   -- Class 2-B4 affirmed at 'BB';
   -- Class 2-B5 affirmed at 'B'.

Series ALT 2004-9 Total Pools 1 - 3:

   -- Classes 1-CB1, 1-X-PO, 1-IO, 2-CB-1 to 2-CB-5, 2-IO, 2-X-PO,
      3-A-1 to 3-A-6, 3-IO, 3-X-PO and X-B-30 affirmed at 'AAA';

   -- Class 30-B1 affirmed at 'AA';

   -- Class 30-B2 affirmed at 'A';

   -- Class 30-B3 affirmed at 'BBB';

   -- Class 30-B4 affirmed at 'BB';

   -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-9 Pool 4:

   -- Classes 4-A-1, 4-X-PO, X-B-15, 15-IO and 15-PO affirmed at
      'AAA';

   -- Class 15-B1 affirmed at 'AA';

   -- Class 15-B2 affirmed at 'A';

   -- Class 15-B3 affirmed at 'BBB';

   -- Class 15-B4 affirmed at 'BB';

   -- Class 15-B5, rated 'B', placed on Rating Watch Negative.

Series ALT 2004-10 Total Pools 1 & 2:

   -- Classes 1-CB-1, 1-X-PO, 1-IO, 2-CB-1, 2-IO, 2-X-PO,and
      X-B-30 affirmed at 'AAA';

   -- Class 30-B1 affirmed at 'AA';

   -- Class 30-B2 affirmed at 'A';

   -- Class 30-B3 affirmed at 'BBB';

   -- Class 30-B4 affirmed at 'BB';

   -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-10 Pool 3:

   -- Classes 3-A-1, 3-X-PO, 15-IO, 15-PO and X-B-15 affirmed at
      'AAA';

   -- Class 15-B1 affirmed at 'AA';

   -- Class 15-B2 affirmed at 'A';

   -- Class 15-B3 affirmed at 'BBB';

   -- Class 15-B4 affirmed at 'BB';

   -- Class 15-B5, rated 'B', placed on Rating Watch Negative.

Series ALT 2004-11 Total Pools 1 & 2:

   -- Classes 1-CB-1, 1-X-PO, 1-CB-IO, 2-CB-1, 2-CB-2, 2-CB-IO and
      2-X-PO affirmed at 'AAA';

   -- Class 30-B1 affirmed at 'AA';

   -- Class 30-B2 affirmed at 'A';

   -- Class 30-B3 affirmed at 'BBB';

   -- Class 30-B4 affirmed at 'BB';

   -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-11 Total Pools 3 & 4:

   -- Classes 3-A-1 , 3-15-IO, 3-15-PO, 3-X-PO, 4-A-1, 4-15-IO, 4-
      15-PO and 4-X-PO affirmed at 'AAA';

   -- Class 15-B1 affirmed at 'AA';

   -- Class 15-B2 affirmed at 'A';

   -- Class 15-B3 affirmed at 'BBB';

   -- Class 15-B4 affirmed at 'BB';

   -- Class 15-B5 affirmed at 'B'.

Series ALT 2005-8 Total Pools 1 - 5:

   -- Classes 1-CB-1 to 1-CB-6, 2-CB-1, 3-CB-1, 4-A-1, 5-A-1,
      15-IO, CB-IO and A-PO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB';

   -- Class B5 affirmed at 'B'.

Series ALT 2005-9 Total Pools 1 - 5:

   -- Classes 1-CB-1 to 1-CB-7, 2-CB-1, 3-CB-1, 4-A-1 to 4-A-4, 5-
      A-1, CB-IO, CB-PO, X-IO and X-PO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB';

   -- Class B5 affirmed at 'B'.

Series ALT 2005-10:

   -- Classes 1-CB-1 to 1-CB-7, 2-CB-1, 3-CB-1, 4-A-1 to 4-A-4, 5-
      A-1, 6-A-1, CB-IO, CB-PO, 4-IO, 4-PO, 15-IO and 15-PO
      affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB';

   -- Class B5 affirmed at 'B'.

Series ALT 2005-11:

   -- Classes 1-CB-1 to 1-CB-8, 2-CB-1, 3-CB-1, 4-A-1 to 4-A-6,
      CB-IO, CB-PO, 4-IO and 4-PO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB';

   -- Class B5 affirmed at 'B'.

Series ALT 2005-12:

   -- Classes 1-CB-1 to 1-CB-5, 2-CB-1, 3-CB-1, 4-A-1 to 4-A-5, 4-
     IO, 5-A-1, 6-A-1, 15-IO, CB-IO and X-PO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB';

   -- Class B5 affirmed at 'B'.

Series ALT 2006-2:

   -- Classes 1-CB-1,15-IO, 15-PO, 2-CB-1, 3-CB-1, 4-CB-1, 5-A-1
      to 5-A-6, 5-IO, 5-PO, 6-A-1, 7-A-1, CB-IO and CB-PO affirmed
      at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB';

   -- Class B5 affirmed at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$4,342 million in outstanding certificates as of the Dec. 26, 2006
distribution date.

The negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affect
approximately $117,825 of outstanding certificates.

The underlying collateral in these transactions consists of fixed-
rate and adjustable-rate, conventional, fully-amortizing mortgage
loans secured by first lien on one- to four-family residential
properties.  Bank of America, N.A., is the servicer for these
loans.

Series ALT 2004-9 Pool 4 has one loan in Bankruptcy and the
outstanding balance on this loan is approximately $100,000.  The
15-B-6 bond took a write down of $31,934 in December 2006 and the
credit enhancement provided by this bond to the 15-B-5 bond went
down from 0.19% in November 2006 to 0.10% in December 2006.  The
original CE for this bond was 0.15%. Further losses to this pool
could deplete the CE for the 15-B-5 bond completely as the 15-B-6
bond has only $32,860 remaining, as of December 2006.  The 90+
delinquencies are 0.30% of current collateral balance and the
cumulative loss for this pool is 0.07% of original collateral
balance.  Loans in bankruptcy account for the entire balance of
90+ loans.

Series ALT 2004-10 Pool 3 has 2 loans in Foreclosure amounting to
approximately $433,483.  Currently, the 15-B-6 bond is providing
only 0.13% of CE to the 15-B-5 bond as against the original CE of
0.10%.  The 90+ delinquencies are 1.18% of current collateral
balance and this pool has incurred no losses so far.  The 90+
number includes foreclosures of 1.07%. Fitch will continue to
monitor these transactions closely.

The transactions listed above are seasoned from a range of 10
months to 44 months. The pool factors range from 44.72% to 90.82%.
The cumulative losses on these transactions range from 0% to 0.07%
of respective original collateral balances.  As a percentage of
their respective current collateral balances, the 90+
delinquencies range from 0.06% to 1.18%.


BLACK DIAMOND: Moody's Rates $45 Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Notes issued by Black Diamond CLO 2006-1 S.A.:

   -- Aaa to $500,000,000 Class A-D Floating Rate Notes, Due April
      2019;

   -- Aaa to EUR61,500,000 Class A-E Floating Rate Notes, Due
      April 2019;

   -- Aaa to $0.00, ?30,153,891 and GBP30,716,069 Class A-R
      Redenominatable Floating Rate Notes, Due April 2019;

   -- Aaa to $15,000,000 Class X Notes, Due April 2013;

   -- Aa2 to $90,000,000 Class B Floating Rate Notes, Due April
      2019;

   -- A2 to $48,000,000 Class C Floating Rate Notes, Due April
      2019;

   -- Baa2 to $55,000,000 Class D Floating Rate Notes, Due April
      2019;

   -- Ba2 to $45,000,000 Class E Floating Rate Notes, Due April
      2019; and,

   -- Baa3 to $10,000,000 Combination Notes, Due April 2019.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio secured primarily by Loans and Debt
Securities due to defaults, the transaction's legal structure and
the characteristics of the underlying assets.

Black Diamond CLO 2006-1 Adviser, L.L.C. will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


CATHOLIC CHURCH: Davenport Wants Until August 15 to File Plan
-------------------------------------------------------------
The Diocese of Davenport and the Official Committee of Creditors
Holding Unsecured Claims jointly ask the U.S. Bankruptcy Court
for the Southern District of Iowa to extend Davenport's exclusive
periods to file a plan of reorganization through and including
Aug. 15, 2007, and to solicit acceptances of that plan through
Oct. 14, 2007.

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, relates that Davenport's principal goal in seeking Chapter
11 protection is to have a successful rehabilitation of the
Diocese, which should result in an increase in the pool of assets
available for distribution to creditors.  Mr. Davidson says that
Davenport's counsel and the Creditors Committee have already met
and had conversations toward negotiation of a consensual Plan.
However, both parties are seeking an extension of the exclusive
periods as part of their continuing restructuring efforts, as
well as to:

    (a) avoid premature formulation of a Chapter 11 Plan;

    (b) allow sufficient time to determine the number and extent
        of claims to be filed by sexual abuse survivor;

    (c) allow sufficient time to negotiate settlements with
        insurance carriers;

    (d) allow sufficient time to negotiate a consensual Plan of
        Reorganization; and

    (e) ensure that the formulation of a Chapter 11 Plan
        appropriately takes into account the interests of the
        Diocese, its employees, creditors, and other parties-in-
        interest.

Section 1121(d) of the Bankruptcy Code permits the Bankruptcy
Court to extend the Exclusivity Periods "for cause" after notice
and hearing, Mr. Davidson reminds Judge Jackwig.

Allowing extension of the Exclusivity Periods will facilitate the
resolution of the Chapter 11 case by (i) allowing the Diocese and
the Committee to have knowledge of the number and extent of the
claims prior to formulation final negotiations on a consensual
Plan of Reorganization, and (ii) allowing them to negotiate with
insurance carriers as an additional source of funding for a
Reorganization Plan.  The Diocese and the Committee believe that
good progress is being made toward resolution of the disputes and
an extension of time for the Exclusivity Periods will facilitate,
rather than hinder, the resolution of the Chapter 11 case.

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: Portland Joint Disclosure Statement Not Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon did not
approve the Disclosure Statement explaining the Joint Plan of
Reorganization filed by the Archdiocese of Portland in Oregon;
the Tort Claimants Committee; David A. Foraker, the Future
Claimants Representative; and the Parish and Parishioners
Committee.

Documents filed in the court docket did not provide an
explanation for the Court's decision.

Judge Perris directs the Plan Proponents to circulate a revised
Disclosure Statement on February 12, 2007, and to file a copy of
the revised Disclosure Statement with the Court on February 15.

Objections to the revised Disclosure Statement must be filed by
February 20, 2007, Judge Perris says.

Portland and the other Plan Proponents filed their Joint
Disclosure Statement on December 18, 2006.  Two parties
challenged the adequacy of the information contained in the
Disclosure Statement.

Newman Foundation of OSU, Inc., holder of Claim No. 577,
complained that the Disclosure Statement does not address its
Claim.

Various tort claimants represented by Erin K. Olson, Esq.,
argued, among other things, that:

    -- the number of unresolved claims stated in the Disclosure
       Statement is inaccurate;

    -- the "background" section is misleading; and

    -- the disclosure of post-confirmation liquidation
       procedures is inadequate.

The Tort Claimants further argued that the Disclosure Statement
did not make a single reference to the fact that the Joint Plan
requires all tort lawsuits involving child abuse that occurred
prior to the effective date of the Joint Plan to be filed in
Federal District Court for the next 23 years.

In response, Mr. Foraker pointed out that since the Plan
Proponents were pressed for time during the mediation process,
the resulting Plan is undoubtedly not perfect.  However, Mr.
Foraker noted that the Plan Proponents are making ongoing
revisions to the Plan and Disclosure Statement that will clarify
provisions, address concerns, and resolve objections, including
the issues raised by the Tort Claimants.

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


CEL-SCI CORP: September 30 Balance Sheet Upside-Down by $930,601
----------------------------------------------------------------
CEL-SCI Corp. disclosed in its annual financial statements for the
fiscal year ended Sept. 30, 2006, that it posted a net loss of
$7,939,210 on $125,457 of grant revenues, compared to a net loss
of $3,039,607 on grant revenues of $269,925 for the fiscal year of
2005.

The company has had only limited revenues since it was formed in
1983.  Since the date of its formation and through Sept. 30, 2006
CEL-SCI incurred net losses of approximately $106,938,000.  The
company has relied principally upon the proceeds of public and
private sales of its securities to finance its activities to date.

All of CEL-SCI's potential products, with the exception of its
most advanced product, Multikine, are in the early stages of
development, and any commercial sale of these products will be
many years away.  Even potential product sales from Multikine
are many years away as cancer trials can be lengthy.  Accordingly,
the company expects to incur substantial losses for the
foreseeable future.

Since the company does not intend to pay dividends on its common
stock, any return to investors will come only from potential
increases in the price of its common stock.  At the present time,
the company intends to use available funds to finance its
operations.  Accordingly, while payment of dividends rests within
the discretion of the Board of Directors, no common stock
dividends have been declared or paid by the company and it has no
intention of paying any common stock dividends.  If the company
cannot obtain additional capital, it may have to postpone
development and research expenditures that will delay its ability
to produce a competitive product.

At Sept. 30, 2006, the company's balance sheet showed total assets
of $9,653,277, $10,583,878 in total liabilities, and a
stockholders' deficit of $930,601.  The company disclosed a
stockholders' deficit of $2,105,039 at Sept. 30, 2005.  The
company's balance sheet further showed an accumulated deficit of
$106,938,409.

The company reports a net operating loss for fiscal year 2006 of
$5,349,196 versus a net operating loss of $4,080,767 in fiscal
year 2005.

During the year ended Sept. 30, 2006, general and administrative
expenses increased by about $1,476,000. The increase was mostly
due to:

   1) costs related to the restatement of the financial
      statements;

   2) an increase in public relations and corporate presentation
      expenses;

   3) an increase in filing and registration fees; and

   4) the employee stock option expense required by SFAS 123R.

Many of the expenses listed above are non-cash charges.

CEL-SCI's future financial statements are expected to show
significant gains and losses on derivative instruments due to the
requirement to mark the value of the convertible debt to market,
as measured by the stock price of CEL-SCI's common stock.

                Effects of Debt Issuance in 2006

The issuance of the Series K convertible debt in the summer of
2006 resulted in an additional charge of approximately $4,791,500.
This charge included $568,710 paid as fees to the agent, legal
fees and $223,907 in placement warrants issued to the agent.  The
remaining $3,998,800 represent the immediate charge upon issuance
of the convertible debt for the fair value accounting for the debt
and the warrants.  This charge is a non-cash charge.  The interest
expense of $216,737 is a result of the amortization of the
discount on the convertible debt ($104,351) and actual interest
paid in stock and cash ($112,386) for the interest expense on the
Series K convertible debt.

The gain on derivative instruments of approximately $2,325,800 for
the year ended Sept. 30, 2006 was the result of several factors:

   1) a decrease in the value of the stock between the date of
      the issuance (August 2006) of the Series K convertible debt
      and September 30, 2006 resulted in the biggest part of the
      gain (approximately $2,311,000);

   2) reclassification to equity of all previous derivative
      instruments (approximately $13,300); and

   3) expiration of the Series E warrants (approximately $1,500).

                      About CEL-SCI Corp.

Based in Vienna, Virginia, CEL-SCI Corporation (AMEX: CVM) --
http://www.cel-sci.com/-- is a biotechnology company involved in
the research and development of drugs and vaccines for the
treatment of cancer and infectious diseases.  The company's core
capabilities include drug discovery, research, development and
manufacturing of complex biological substances.


CEP HOLDINGS: Sells Lapeer Plant for $2,042,500
-----------------------------------------------
CEP Holdings LLC and its debtor-affiliates obtained authority form
the U.S. Bankruptcy Court for the Northern District of Ohio to
sell their real property located at 290 McCormick Drive, in
Lapeer, Michigan, consisting of a parcel of real estate and a
manufacturing facility, for $2,042,500.

The Court, on Nov. 21, 2006, gave the Debtors authority to sell
their facilitates located at:

    * Vandalia, Ohio;
    * Bishopville, South Carolina;
    * Crestline, Ohio;
    * Canton, Ohio;
    * Lapeer, Michigan;
    * Bellville, Michigan; and
    * Middlefield, Ohio.

The Debtors have entered into a purchase agreement with Marvin
Engineering Co. and Daniel Schreiber.  The purchasers have paid
the Debtors a $100,000 deposit.  The Purchasers will pay a
$107,500 broker's commission at closing.  This amount is not
included in the Purchase Price.  The Purchase Agreement provides
that the closing must occur on or before March 7, 2007.

Wachovia Capital Finance Corporation (Central) and the Official
Committee of Unsecured Creditors consented to the Purchase
Agreement.

The Debtors say that liens, if any, against the Lapeer Plant will
be transferred from the Lapeer Plant to the sale proceeds to the
same extent and with the same priority and validity prior to the
closing.

                       About CEP Holdings

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


CLAYMONT STEEL: Parent to Refinance Existing Debt
-------------------------------------------------
Claymont Steel Holdings, Inc., intends to refinance its existing
debt.  The refinancing is designed to further reduce the company's
cost of debt following the redemption of its 15% PIK Notes on
February 1, 2007.

Claymont Steel Holdings' wholly-owned subsidiary, Claymont Steel,
Inc., expects to issue $105 million aggregate principal amount of
Senior Notes due 2015 and enter into a new $80 million senior
secured revolving credit facility.

The proceeds from the Notes and borrowings under the new Credit
Facility would be used to redeem Claymont Steel's outstanding
Senior Secured Floating Rate Notes due 2010, which are redeemable
at 103% of the outstanding principal amount thereof, plus payment
of accrued and unpaid interest.  The aggregate redemption price of
the notes on February 28, 2007 would be approximately
$186.2 million.

The credit facility is expected to consist of a five-year $60
million revolving credit facility with a $10 million letter of
credit subfacility and a three-year $20 million term loan.

Interest is expected to accrue on amounts outstanding under the
revolving credit facility at floating rates equal to either the
prime rate of interest in effect from time to time (plus .25% in
certain circumstances) or LIBOR plus 1.00% to 1.75% based on the
amount of availability under the revolving credit facility.

Interest is expected to accrue on amounts outstanding under the
term loan at floating rates equal to either the prime rate of
interest in effect from time to time or LIBOR plus 2.50%.

The Notes are being offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended.  None of the Notes have been registered under the
Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States or to
U.S. persons except pursuant to an exemption from, or in a
transaction not subject to the registration requirements of the
Securities Act and applicable state securities laws.

The exact terms and timing of the new financing will depend on
market conditions and other factors.

Based in Claymont, Delaware, Claymont Steel Inc. (Nasdaq: PLTE)  -
-- http://www.claymontsteel.com/-- produces small discrete plate.
The company sells primarily to end-users in the bridge making,
ship building, heavy equipment, railcars, and tool and die
industries.  Rolling capacity at the Claymont mill is
approximately 500,000 tons per year.


CLAYMONT STEEL: Moody's Rates Proposed Sr. Unsecured Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
senior unsecured notes of Claymont Steel, Inc., and raised the
company's corporate family rating to B2 from Caa1.

The rating outlook was changed to stable.

This concludes the review for possible upgrade that began on
Dec. 21, 2006, when Claymont Steel's parent company, Claymont
Steel Holdings Inc., did an initial public offering.  The IPO
raised approximately $90 million in net proceeds, the majority
of which was used to fully redeem Holdings' PIK notes.

Moody's upgrade of Claymont Steel is a result of:

   (1) the reduced leverage at the consolidated group;

   (2) the benefits of the proposed operating company refinancing
       in terms of decreased interest, extended debt maturity, and
       increased ability to prepay debt; and,

   (3) Moody's extended horizon for favorable plate market
       fundamentals, aided by the company's initiatives in
       expanding its markets and capacity.

These new ratings were assigned:

   -- $105 million of senior unsecured notes due 2015 assigned B3,
      LGD5, 75%; and,

   -- Claymont Steel's corporate family rating was raised to B2
      from Caa1.

Its speculative grade liquidity rating was affirmed at SGL-1.  The
rating for Claymont Steel's senior secured floating rate notes,
due 2010, will be withdrawn at the conclusion of the proposed note
offering.

The IPO enhanced Claymont Steel's credit quality in several ways,
predominantly by eliminating the debt and interest burden
associated with Holdings' PIK notes, but also by establishing
publicly traded equity and public market financial reporting.

It also lessened control of the company by H.I.G. Capital, which
now has a 43% ownership interest in Claymont Steel although it
retains majority control of the company.  Since acquiring Claymont
Steel for $74 million in June 2005, H.I.G.  Capital has pursued an
aggressive financial strategy as an owner, extracting dividends
and net equity proceeds totaling approximately $239 million.  The
upgrade assumes that there will be no additional outsized equity
distributions.

The proposed refinancing will not reduce Claymont Steel's debt,
which will remain at approximately $170 million.  However, the new
debt structure will reduce interest expense by an estimated
$6 million per year and facilitate prepayment of debt using the
company's currently strong cash flows.  In 2006, for the second
year in a row, Claymont Steel's EBITDA will be approximately
$90 million, which yields a 1.9 times ratio of debt to EBITDA.

For the third year in a row, the company will record cash from
operating activities greater than $30 million.  This has
adequately financed capex, even as capex has risen to fund plant
upgrades and expansions.  However, the company has not been able
to take advantage of favorable plate market fundamentals to de-
lever.

The debt refinancing includes $64 million of credit facility
borrowings and term loans that can be more readily repaid. Given
the volatility of the steel market and the end-markets that
Claymont Steel serves and its sole reliance on plate, reducing
debt needs to be an urgent priority of the company.

While Moody's believes that plate market conditions will remain
solid for several years, thereby supporting the higher ratings,
Claymont Steel's debt of $169 million is high for a small,
relatively high-cost niche producer of custom discrete plate
operating out of one plant.  As a ratio of steel shipments, debt
is around $400 per ton, which is much higher than for any other
steel company Moody's rates.  In addition, Claymont Steel's high
operating costs heighten market and financial risk as its margins
and cash flow could erode quickly if plate fundamentals were to
appreciably weaken.

Claymont Steel's stable rating outlook encompasses favorable
industry fundamentals and the expectation that leverage will be
reduced in a timely manner, thereby solidifying the B2 corporate
family rating.  Currently, all of Claymont Steel's end markets are
enjoying strong demand, led by strong commercial construction and
infrastructure spending, machinery and equipment manufacturing,
and all forms of energy usage.

Claymont Steel, Inc. is a small discrete plate producer located in
Claymont, Delaware.  The company sells primarily to end-users in
the bridge making, ship building, heavy equipment, railcar, and
tool and die industries. Rolling capacity at the Claymont mill is
approximately 500,000 tons per year.  Melt shop capacity is
currently about 400,000 tons of slabs per year but should increase
as the company directs capital expenditures and operational
improvements toward the melt shop in 2007 and 2008.


CLAYMONT STEEL: S&P Rates Proposed $20 Million Term Loan at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Claymont, Delaware-based custom steel plate producer
Claymont Steel Inc. to 'B' from 'B-'.

The outlook is stable.

At the same time Standard & Poor's assigned its 'B+' senior
secured and '1' recovery ratings to the company's proposed
$20 million secured Term Loan A.  The '1' recovery rating
indicates the expectation of full recovery of principal in the
event of a payment default.

Standard & Poor's also assigned its 'CCC+' ratings to $105 million
of senior unsecured notes due 2015.  The notes are rated two
notches below the corporate credit rating, recognizing the
existence of significant priority claims, including up to
$60 million of an asset-based revolving credit facility and the
$20 million Term Loan A, which could result in a material
disadvantage to the unsecured note holders in the event of a
payment default.

The upgrade reflects the company's currently improved operating
and financial performance, a deleveraged capital structure
subsequent to its recent initial public offering, which materially
reduced the ownership stake of its aggressive equity investor
H.I.G. Capital LLC, and management's commitment to further
reducing leverage.  The proposed refinancing of its remaining debt
will reduce interest expense and give the company the option to
prepay portions of its debt from free cash flow.

Claymont management has indicated a willingness to maintain a more
conservative financial leverage policy, with a target total debt
level of approximately $100 million.  Standard & Poor's expects
plate prices to remain robust for the near term, which would
allow the company to achieve this goal.

"In order to improve the rating, the company would have to
significantly diversify its operations and products," said
Standard & Poor's credit analyst Thomas Watters.

"We could lower the ratings or revise the outlook to negative
if the company experiences lower volumes as a result of
operational problems or weaker demand or if free cash flows turn
negative and liquidity declines meaningfully."

Claymont is a small producer of steel plate products.


COLLINS & AIKMAN: Judge Rhodes Approves Solicitation Protocol
-------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan previously approved the
disclosure statement to the Debtors' First Amended Joint Plan
filed on Jan. 24, 2007.

Judge Rhodes approved the procedures and the form of certain
documents to be distributed in connection with solicitation of
the Amended Plan.  The Debtors will distribute the solicitation
documents and related notices by Feb. 15, 2007.

The Court fixed Jan. 26, 2007, as the record date for
determining:

   (i) the creditors that are entitled to receive Solicitation
       Documents pursuant to the Solicitation Procedures;

  (ii) the creditors entitled to vote to accept or reject the
       Plan; and

(iii) whether Claims have been properly transferred to an
       assignee pursuant to Rule 3001(e) of the Federal Rules of
       Bankruptcy Procedure such that the assignee can vote as
       the Holder of the Claim.

The Court establishes April 9, 2007, at 5:00 p.m. Pacific Time,
as the deadline by which Holders of Claims must accept or reject
the Plan in accordance with the Solicitation Procedures.  The
Debtors may extend the deadline without further Court order to a
date no later than April 14, 2007.

The Court sets the deadline to file objections to confirmation of
the Plan to April 9, 2007, at 5:00 p.m. Pacific Time.  Replies to
any confirmation objections must be filed by April 16.

The hearing to consider confirmation of the Plan will commence on
April 19, at 10:00 a.m. Eastern Time.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Wants Separation Pact with Frank Macher Approved
------------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates ask the Honorable
Steven W. Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan to approve their Separation Agreement with
Frank E. Macher.

The Debtors and Frank E. Macher have reached a settlement
providing for the consensual resignation of Mr. Macher as
president and chief executive officer.

The Debtors, with the input of the Board of Directors, hired
Mr. Macher in July 2005 to address their operational leadership
needs in restructuring their business towards developing,
negotiating and confirming a Chapter 11 plan of reorganization.

The Debtors and Mr. Macher signed an employment agreement on
July 7, 2005.  The term of Mr. Macher's employment, as provided
in the employment agreement, runs through June 30, 2007.

The Debtors have recently embarked on a sale process to maximize
the value of their businesses and assets.  Since a reorganized
enterprise on a standalone basis is no longer contemplated, the
Debtors no longer require the services of Mr. Macher, relates Ray
C. Schrock, Esq., at Kirkland & Ellis LLP, in New York.

The Employment Agreement provides that, in the event of a "No
Cause Termination" or a "Constructive Termination," Mr. Macher
will be paid his unpaid base salary through the termination date;
any accrued but unused vacation; all vested and accrued benefits
earned; a severance payment in a lump sum of $1,750,000; and
continuation of insurance for one year.

The parties acknowledge that Mr. Macher is not entitled the
severance payment and continuance of insurance if the
circumstances and events were not deemed to constitute a
Constructive Termination.

As a result of negotiations, the parties agreed to a separation
agreement.  The terms of the agreement are:

     * Mr. Macher's employment will end effective January 31,
       2007, wherein Mr. Macher will waive any right to accrued
       but unused vacation;

     * Mr. Macher will relinquish his duties as president and
       chief executive officer as of December 22, 2006;

     * Mr. Macher will be paid a lump sum severance payment of
       $700,000;

     * Through Jan. 1, 2008, Mr. Macher will not induce
       employees to leave the Company or assist in hiring any of
       the Company's employees on behalf of a third party;

     * Mr. Macher fully and forever releases, acquits and
       discharges the Company from any and all claims arising out
       of, or in any way related to his employment, separation
       and the Employment Agreement; and

     * Mr. Macher agrees to assist and cooperate with the Debtors
       in litigation involving the company.

In addition, Collins & Aikman will pay the reasonable attorneys
fees incurred by Mr. Macher in the negotiation of the Separation
Agreement, to a maximum of $7,500.

The agent to the Debtors' prepetition senior, secured lenders,
and the Official Committee of Unsecured Creditors do not object
to the Debtors' request.

Mr. Macher had been chairman of the board and chief executive
officer of Federal-Mogul Corporation during its bankruptcy
proceedings.  Previously he served as president and chief
executive officer of ITT Automotive, a global automotive parts
supplier, and as the vice president and general manager of the
Automotive Components Division of Ford Motor Company.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CONCORD CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Concord Capital Group, LLC
        aka Concord Capital Group, LLC, Trustee
        P.O. Box 1123
        Addison, TX 75001-1123

Bankruptcy Case No.: 07-30687

Type of Business: The Debtor previously filed for chapter 11
                  protection on Dec. 4, 2006 (Bankr. N.D. Tex.
                  Case No. 06-35304)

Chapter 11 Petition Date: February 5, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Paul C. Allred, Esq.
                  Paul C. Allred, P.C.
                  5646 Milton Avenue, Suite 711
                  Dallas, TX 75206
                  Tel: (214) 448-9496
                  Fax: (214) 853-5395

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


CONSTELLATION BRANDS: Acquires SVEDKA Vodka Brand for $384 Million
------------------------------------------------------------------
Constellation Brands Inc. has reached an agreement with Guillaume
Cuvelier and Belgian-based Alcofinance S.A., the owners of SVEDKA
Vodka, to acquire the brand and related business for $384 million.
The transaction, which includes the acquisition of Spirits Marque
One LLC, the SVEDKA brand owner, is expected to close
approximately in March 1, 2007.

SVEDKA, an 80-proof premium vodka produced in Sweden, was launched
in 1998 and it is now the fastest growing major imported premium
vodka in the United States.  Approximately 1.1 million cases of
SVEDKA were sold during calendar 2006, predominantly in the U.S.,
a 60% increase over 2005 sales volume.

"SVEDKA's phenomenal success is largely due to the eye-catching
and effective marketing and advertising campaigns that reach a key
segment of the young adult market," Constellation Brands chairman
and chief executive officer Richard Sands commented.

"SVEDKA complements and enhances our premium spirits offerings by
providing a popular and rapidly growing vodka brand in the largest
U.S. spirits category.

"It has strong brand equity and positive momentum, which we can
build upon through increased U.S. distribution, as well as
international expansion.

"We believe SVEDKA is a perfect fit, providing us with a platform
for expansion of our premium spirits portfolio.  With continued
marketing investment we will look to maximize the brand's long-
term growth potential and value," Mr. Sands concluded.

Spirits Marque One founder, and SVEDKA creator, Guillaume Cuvelier
will lead the New York-based brand management team with the same
independent spirit that has successfully differentiated SVEDKA
from the competition.  The brand marketing and sales team will
retain their autonomy with the SVEDKA_Grl(TM) campaign continuing
to promote the brand.

"Constellation recognizes SVEDKA's unique culture and
capabilities," Mr. Cuvelier stated.  "Its management realizes
SVEDKA's future is extremely bright and they will fully support us
as we continue to build upon the brand's current phenomenal growth
rate and marketplace momentum.  Our entrepreneurial culture fits
perfectly with Constellation's, which differentiates our companies
from others in the business."

SVEDKA is the fastest growing major premium vodka imported to the
U.S., and fifth largest imported vodka with 8% market share in the
imported vodka category according to Information Resources Inc.
(IRI) data.  SVEDKA is 40% alcohol by volume (80 proof) and is
also available in four, 70 proof (35% alcohol by volume) flavor
variations: Citron, Clementine, Raspberry, and Vanilla.

Constellation estimates that this acquisition will be dilutive to
diluted earnings per share by approximately $0.05 - $0.06 for
fiscal 2008.  It is also expected to be dilutive the following two
fiscal years, before becoming accretive.  The transaction will be
financed with debt under Constellation's senior credit facility.
The transaction is also subject to customary regulatory approvals
and other closing conditions.

Michel Dyens & Co. acted as exclusive financial advisor to SVEDKA
and Spirits Marque One.

                         About Alcofinance

Belgium's Alcofinance S.A. produces and distributes ethanol
worldwide.

                    About Constellation Brands

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

                           *     *     *

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


CONVERSION SERVICES: To Appeal AMEX Plan to Delist Shares
---------------------------------------------------------
Conversion Services International Inc. received notice from the
Staff of the American Stock Exchange last Jan. 25, 2007, that
because of the company's non-compliance with the Exchange's
continued listing standards and its plan of compliance submitted
in July 2006, its securities are subject to be delisted from the
Exchange.

The company previously received notice on June 29, 2006, from the
Staff about the company's non-compliance with the Exchange's
continued listing standards.  On Sept. 26, 2006, the Exchange
notified the company that it accepted the company's plan of
compliance and granted the company an extension until Dec. 28,
2007, to regain compliance with the continued listing standards.

The company plans to file an appeal of this determination and to
request a hearing before a committee of the Exchange.  Once filed,
the appeal automatically stays the delisting of the company's
common stock pending a hearing date and the Exchange's decision.

                 About Conversion Services

Conversion Services International Inc. (AMEX: CVN) --
http://www.csiwhq.com/-- provides professional services focusing
on strategic consulting, data warehousing, business intelligence,
business process reengineering, as well as integration and
information technology management solutions.

                           *     *     *

At Sept. 30, 2006, the company's balance sheet showed
$15.270 million in total assets, $13.307 million in total
liabilities, $922,710 in series A convertible preferred stock, and
$1.428 million in series B convertible preferred stock, resulting
in a $387,662 total stockholders' deficit.


CORRECTIONS CORP: Moody's Lifts Rating & revises Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service raised the senior unsecured and senior
secured ratings of Corrections Corporation of America to Ba2 and
Ba1, respectively, and revised the outlook to stable.

According to Moody's, the ratings reflect CCA's strong market
position in the private corrections business, sound financial
flexibility and a capable management team which has increased the
portion of cash flow coming from higher-margin owned and managed
beds to over 85% of EBITDA.  These positive factors are alleviated
by a growing development pipeline,and an industry which has not
achieved universal acceptance and is entirely reliant upon public
funding.

CCA maintains a balance sheet characterized by low leverage-
currently net debt is 3.3x EBITDA--and very low secured debt, as
well as a relatively unencumbered asset base.

Moody's believes CCA's management team has coupled prudent growth
with a conservative financial approach which has yielded the top
position in the US private corrections business while preserving
substantial flexibility.  This approach bodes well for the firm as
inmate populations have demonstrated steady growth while most
government entities are disinclined to fund new correctional
facility construction at the expense of other spending priorities,
such as health care and education.

Alternative uses for correctional facilities is lacking, however,
particularly in rural locales, which Moody's believes limits
liquidity characteristics relative to traditional commercial real
estate.  In addition, the business is reliant on government
appropriations and requires careful management of public
relations; furthermore, organizational issues slow or impede
growth in many states.  Finally, CCA's track record is burdened by
historical volatility caused by the prior management, which is a
factor Moody's sees improving with time and stability.

The stable ratings outlook reflects Moody's belief that CCA will
continue to prudently grow the number of beds it owns and operates
while sustaining fixed charge coverage above 4x and net debt less
than 4x EBITDA.

Moody's also expects that margins-supported by more profitable
wholly-owned beds-will remain above 20% and that secured debt will
remain mostly absent from the balance sheet while the company
maintains its leadership.  Until the private corrections segment
represents a more meaningful share of US corrections industry,
meaning at least 10% of total beds, CCA will be challenged in
achieving further increases in its ratings.

Moody's indicated that an upgrade would result from CCA
demonstrating a 50% market share of all private corrections beds
and all private corrections beds representing 10% of all US
corrections beds.  Upward rating action would also result from CCA
increasing assets approaching $3.5 billion coupled with growth in
revenues approaching $2 billion as it maintains the current
capital structure, with little or no secured debt, leverage less
than 4x EBITDA and interest coverage above 4x.

Conversely, should CCA sustain total debt of 4x or greater than
EBITDA or fixed charge coverage less than 4x, a ratings downgrade
would be warranted.

Moreover, Moody's believes that downward pressure on the rating
would form should CCA maintain managed-only beds in excess of 25%
of EBITDA or incur a sudden and material loss of contracts which
results in total occupancy less than 90%.

These ratings were upgraded with a stable outlook:

   * Corrections Corporation of America

      -- Senior secured credit facility to Ba1 from Ba2
      -- Senior unsecured debt to Ba2 from Ba3
      -- Senior secured debt shelf to Ba1 from Ba2
      -- Senior unsecured debt shelf to Ba2 from Ba3
      -- Senior subordinate shelf to Ba3 from B1
      -- Preferred shelf to B1 from B2

In its last rating action with respect to CCA, Moody's revised the
ratings outlook to positive from stable in January 2006.

Corrections Corporation of America is headquartered in Nashville,
Tennessee, USA and is the nation's largest owner and operator of
privatized correctional facilities in the United States.  CCA
currently operates 64 facilities, including 40 company-owned
facilities, with a total design capacity of approximately 72,000
beds in 19 states and the District of Columbia.


CORUS GROUP: Steel Union Threatens Strike Over Job Safety
---------------------------------------------------------
Britain's leading steel union Community threatened to carry out a
widespread industrial action after Tata Steel Chairman Ratan Tata
warned that there were no guarantees over job safety following a
successful bid for Corus Group Plc, AFX News reports citing The
Observer as its source.

Mr. Tata told the Financial Times that his company has yet to
examine Corus' plants in detail.

"I wouldn't even attempt to do so because it would be wrong of me
to give those assurances or to deny that that was so," Mr. Tata
was quoted by FT as saying.  "But I would say that we're not a
company that would first look at jobs."

"Our plan would be to try to make the U.K. operations more
profitable," he added.

According to a senior Community official, the union wants Tata
Steel to invest GBP200 million in steel finishing capacity for
Port Talbot works in South Wales, where Corus employs 3,100
people.

The union is also seeking talks with the new owners to discuss an
investment strategy that will secure the future of Corus's British
plants, Robin Turner writes for Western Mail.

As previously reported in the TCR-Europe on Jan. 31, Tata Steel
won an auction for Corus over Companhia Siderurgica Nacional after
offering investors 608 pence per share in cash, or
GBP5.7 billion ($11.3 billion).

                         About Tata Steel

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

                         About Corus Group

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

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

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

                           *     *     *

As reported in the TCR-Europe on Feb. 2, Fitch Ratings said that
Corus Group Plc's Issuer Default 'BB-' and Short-term 'B' ratings
remain on Rating Watch Negative following a recommended bid,
valued at GBP6.2 billion, from India-based Tata Steel Ltd. in the
wake of an auction process conducted by the U.K. Takeover Panel on
Jan. 30-31.

The RWN also applies to the 'B+' ratings on CS's EUR800 million
7.5% senior notes and Corus Finance Plc's GBP200m 6.75% guaranteed
bonds.

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


COUDERT BROTHERS: Panel Wants FTI Consulting as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Coudert Brothers
LLP, asks the U.S. Bankruptcy Court for the Southern District of
New York for permission to employ FTI Consulting Inc. as its
financial advisor, nunc pro tunc to Nov. 10, 2006.

FTI Consulting will provide financial advisory services to the
Committee and its legal advisors, including, but not limited to:

     a) assist the Committee in the review of financial related
        disclosure required by the Court, including the schedules
        of assets and liabilities, statement of financial affairs
        and monthly operating reports;

     b) assist with review of the Debtor's current procedures for
        collecting accounts receivables and contingent fees;

     c) assist with a review of the Debtor's overhead structure
        and potential cost reductions;

     d) assist in the review of financial information distributed
        by the Debtor to the creditors and others, including, but
        not limited to, cash flow projections and budget, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transaction for which court approval is sought;

     e) attend at meetings and assist in discussions with the
        Debtor, banks, other secured lenders, the Committee and
        any other official committees organized in these chapter
        11 proceedings, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

     f) assist in the review and preparation of information and
        analysis necessary for the confirmation of a plan in these
        chapter 11 proceedings;

     g) assist in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and preferential
        transfers;

     h) perform litigation advisory services, along with expect
        witness testimony on case related issues as required by
        the Committee; and

     i) render general business consulting or other assistance as
        the Committee may deem necessary that are consistent with
        the role of a financial advisor and not duplicative of
        services provided by other professionals in this
        proceeding.

The firm's professionals billing rates are:

     Designation                        Hourly Rate
     -----------                        -----------
     Senior Managing Directors          $595 - $655
     Directors/Managing Directors       $435 - $590
     Associates/Consultants             $215 - $405
     Administration/Paraprofessionals    $95 - $175

To the best of the Committee's knowledge the firm does not
hold any interest adverse to the Debtor's estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     FTI Consulting Inc.
     3 Times Square, 11th Floor
     New York 10036
     Tel: (212) 247-1010
     Fax: (212) 841-9350
     http://www.fticonsulting.com/

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets
and debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.


CPG INTERNATIONAL: S&P Rates Proposed $33 Mil. Senior Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt rating to the proposed $33 million senior unsecured
floating-rate notes of CPG International Inc. to be issued by its
wholly owned subsidiary, CPG International I Inc.

The notes were issued with substantially the same terms as CPG I's
existing $95 million senior unsecured floating rate notes due July
2012, also rated 'B-'.

The notes are being issued under Rule 144A with registration
rights.  Proceeds from this notes offering along with $33 million
of equity, will be used to fund the $54 million purchase of
Procell Decking Systems, a privately held manufacturer of
synthetic decking systems.

Standard & Poor's also affirmed its 'B' corporate credit rating on
CPG and 'B-' rating on the company's $150 million senior unsecured
fixed-rate notes due 2013.

The outlook is stable.

Moosic, Pennsylvania-based CPG, a manufacturer of engineered
building products, had debt of $304 million pro forma for the
Procell acquisition at Dec. 31, 2006.

"The affirmation reflects the acquisition's negligible impact on
debt leverage and its modest synergies in PVC product
manufacturing and distribution," said Standard & Poor's credit
analyst Lisa Tilis.   Near-term sales prospects are favorable.

However, Standard & Poor's expects credit measures to remain weak
as a result of high debt leverage and interest expense under the
company's current capital structure.

Standard & Poor's are unlikely to revise the outlook to positive
unless the company establishes a larger presence in its key end
markets, which would improve its ability to withstand cyclical
downturns and volatile raw-material costs while undertaking growth
initiatives.

Standard & Poor's could revise the outlook to negative if end-
market conditions weaken, if competition increases, or if there
are unexpected integration issues related to the Procell
acquisition.


CROWN HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $545 Million
-----------------------------------------------------------------
Crown Holdings Inc. reported its financial results for the fourth
quarter and year ended Dec. 31, 2006.

Net sales in the fourth quarter rose to $1.676 billion, a 6.4%
increase over $1.575 billion in the fourth quarter of 2005.  The
increase in sales was primarily attributable to stronger sales
unit volumes and the pass-through of higher raw material costs.

Fourth quarter gross profit increased 5.7% to $204 million over
$193 million in the 2005 fourth quarter.  As a percentage of net
sales, gross profit was 12.2% in the fourth quarter compared to
12.3% in the same quarter last year.  The decline in percentage
margin was attributable to the impact of higher raw material costs
partially offset by stronger sales unit volumes, increased
operating efficiencies and productivity gains.

Segment income grew 11.1% to $120 million in the fourth quarter,
up $12 million over $108 million in the 2005 fourth quarter.
Segment income as a percentage of net sales was 7.2% in the fourth
quarter of 2006 compared to 6.9% in the fourth quarter of 2005.  A
reconciliation of segment income from gross profit is provided as
a note to the attached unaudited Consolidated Statements of
Operations.

"I am extremely pleased to report that we generated greater
segment income and cash flow from operating activities in the
fourth quarter and the year than in the same periods for 2005"
commenting on the results, John W. Conway, Chairman and Chief
Executive Officer, stated".  It is important to note that this was
accomplished by a combination of organic growth in sales from our
geographically diverse business portfolio, improved productivity
and effective cost containment.  In doing so, we overcame volume
fluctuations in our Americas Beverage segment and significantly
higher input costs.  Looking ahead, we expect to build on this
positive momentum and further our goals of growing sales and
income, improving operations, maximizing cash flow, paying down
debt and repurchasing shares."

For the quarter ended Dec. 31, 2006, the company reported a
$167 million net income as compared to a $458 million net loss for
the quarter ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed
$6.358 billion in total assets and $6.903 billion in total
liabilities, resulting in a $545 million stockholders' deficit.

During the year 2006, the company discloses that it sold its
remaining North American and European plastics businesses and all
related statement of operations data have been reclassified to
discontinued operations.

                      About Crown Holdings

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated companies,
supplies packaging products to consumer marketing companies around
the world.


DANA CORP: Wants to Reject CBAs and Modify Retiree Benefits
-----------------------------------------------------------
Dana Corp. and its debtor-affiliates seek authority from the
Honorable Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York to reject their collective
bargaining agreements and modify certain of their retiree
benefits.

The Debtors' existing labor costs, especially in the United
States, impair their financial position and are a significant
impediment to their successful reorganization, Kenneth A. Hiltz,
the Debtors' chief financial officer and officer, disclosed in a
Form 10-Q filing with the Securities and Exchange Commission for
the period ended Sept. 30, 2006.

In light of this, the Debtors stated that, subject to applicable
collective bargaining and bankruptcy procedures, they intend to:

   -- freeze merit wage increases;

   -- realign gain-share programs;

   -- modify short-term disability program;

   -- eliminate company-paid long-term disability benefits;

   -- establish inflation limits on the company-paid portion of
      health care programs;

   -- eliminate post-retirement health care benefits for active
      employees; and

   -- reduce company-provided life insurance.

The Debtors expect to earn $60,000,000 to $90,000,000 every year
as a result of the wages and labor contracts modifications.  An
additional annual savings of $70,000,000 to $90,000,000 is
expected for ending the Debtors' retiree health care and pension
plan changes.

Since November 2006, the Debtors engaged in discussions and
negotiations with the Official Committee of Non-Union Retirees;
the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America; the United Steel,
Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union; and
International Association of Machinists, in relation to the
Section 1113/1114 Process.

The Court has established schedules to govern the briefing,
discovery, hearing and adjudication towards a consensual and
expedited Section 1113/1114 Process.  The Court has set Jan. 29,
2007, as the deadline for the Debtors to file a Section 1113/1114
Motion.

Pursuant to the Section 1113/1114 Order, the Debtors filed their
CBA Rejection Motion under seal to protect confidential and
sensitive information that might adversely affect parties to the
Section 1113/1114 Process.

                          About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.  (Dana Corporation Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Wants Divestiture Order to Include Restructuring Pacts
-----------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the Honorable Burton R.
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York to:

   (a) extend the Divestiture Order to include the Restructuring
       Agreements; and

   (b) allow them to make payments to individuals who may be
       "managers" or "consultants" as defined in Section
       503(c)(3).

The Debtors also seek authority from the Court to pay reasonable
fees and out-of-pocket expenses of the Unions' Advisors, subject
to:

   (a) a cap of $1,000,000 for fees and $100,000 for expenses;
   (b) the terms under the Union Letter Agreement; and
   (c) certain advisor payment procedures.

In late 2006, the Debtors said they aim to implement Postpetition
Restructuring Initiatives to, among others, increase product
profitability; reduce labor and benefit costs, pension and other
retiree costs and overhead costs; and adjust their manufacturing
footprint.

In light of this goal, the Debtors intended to eliminate their
obligation to provide retiree benefits and to modify certain
collective bargaining agreements.  Subsequently, the Debtors have
been working with the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America and the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union, AFL-
CIO, CLC to further the Section 1113/1114 Process.

Corinne Ball, Esq., at Jones Day, in New York, contends that the
implementation of the Debtors' Postpetition Restructuring
Initiatives may from time to time require retention or separation
arrangements with employees who may be considered "managers" or
"consultants" under Section 503(c)(3) of the Bankruptcy Code --
the Restructuring Agreements.

The Section 1113/1114 Process also makes it advisable for the
Unions to enter into retention agreements with advisors who will,
among other things, assist them in evaluating the Debtors'
proposals in connection with the Section 1113/1114 Process, Mr.
Ball asserts.

The Debtors have agreed to pay the reasonable fees and expenses
of the Union Advisors, Ms. Ball informs the Court.

The Debtors anticipate that the aggregate payments to individuals
under the Restructuring Agreements will not exceed $3,500,000.

                        Payment Procedures

The Debtors propose to make payments under the Restructuring
Agreements, without further application to the Court, subject to
the Restructuring Payment Limit, in accordance with these
procedures:

   1. The Debtors will submit a copy of the relevant
      Restructuring Agreement, which details the nature of the
      services rendered and disbursements actually incurred to
      counsel to the Official Committee of Unsecured Creditors,
      the Official Committee of Equity Security Holders and the
      U.S. Trustee.

   2. The Interested Parties can review and object to the
      proposed payments.  If no objection is timely filed, the
      Debtors will be deemed authorized, but not required, to
      make the proposed payments without further Court action.

   3. Objections must be in writing and served to the Debtors,
      Jones Day and other interested parties.  If no resolution
      between the Debtors and the Objecting Party is reached, the
      Debtors may proceed with the Court for adjudication.

The Debtors also propose to pay the Union Advisors pursuant to
the Union Retention Agreements, without further application to
the Court, subject to the Caps and in accordance with the Union
Letter Agreement and these procedures:

   1. The Debtors will pay the Union Advisors' fees and expenses,
      subject to the Caps, for all work performed between the
      Petition Date and the earlier of:

         (i) the date the Advisors' work is concluded;

        (ii) the entry of a final order confirming a plan of
             reorganization; or

       (iii) the date on which either the fees or expenses
             requested in all Fee Statements submitted to the
             Debtors for approval, in the aggregate, exceed
             either of their Caps.

   2. Each Advisor will submit his statement of fees and expenses
      to the designated Union representative.  Once the Union
      representative has determined that the requested fees and
      expenses are reasonable and, when added together with the
      amounts already paid by the Debtors to the Advisors on
      account of all prior Fee Statements are within the Caps,
      the Unions will submit the Fee Statement to the Debtors and
      Jones Day.

   3. The Debtors will be authorized to pay the reasonable fees
      and expenses requested by the Advisors in each Fee
      Statement, subject, in the aggregate, to the Caps, without
      further Court action.

                          About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.  (Dana Corporation Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DAWSOME ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dawsome Enterprises, LLC
        dba Village Townhomes
        2458 - A Westgate Drive
        Commerce, TX 75428

Bankruptcy Case No.: 07-30711

Chapter 11 Petition Date: February 6, 2007

Court: Northern District of Texas (Dallas)

Debtor's Counsel: William Lyle, Esq.
                  Perlman Perlman & Robison
                  3626 North Hall Street, Suite 610
                  Dallas, TX 75219
                  Tel: (214) 520-2200

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Perlman & Robison             Attorney fees              $15,000
3626 North Hall Street
Suite 610
Dallas, TX 75219

Airimba Wireless, Inc.        Phone bill                 $11,100
101 Renner Road, Suite 200
Richardson, TX 75082

TXU Energy                    Utilities                  $10,000
P.O. Box 100001
Dallas, TX 75310-0001

Atmos Energy                  Utilities                   $8,985
P.O. Box 78018
Phoenix, AZ 85062-8108

Time Warner Cable             Utility                     $5,550
P.O. Box 650210
Dallas, TX 75265-0210

Embarq Yellow Pages           Advertising                   $500
R H Donnelley
8400 Innovation Way
Chicago, IL 60682-0084


DAYTON POWER: S&P Lifts Corporate Credit Rating to BBB from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on DPL Inc. and its regulated subsidiary, Dayton Power &
Light Co., to 'BBB' from 'BB+'.

The outlook is stable.

Dayton, Ohio-based DPL has about $1.7 billion of debt outstanding.

"The upgrade incorporates the prospect for continued improvement
in the consolidated financial profile with further debt reduction
and greater utility cash flow," said Standard & Poor's credit
analyst Todd Shipman.

"Falling business risk, centered on DPL's core electric utility
operations, and receding concerns about the company's corporate
governance also led to the higher ratings," said Mr. Shipman.

Ratings stability for DPL is premised on full implementation of
its strategy to focus on its utility operations and the retention
of the essentially regulated character of the remaining generating
assets.


EDDIE BAUER: European Union Gives Okay on Sun Capital Merger Deal
-----------------------------------------------------------------
Eddie Bauer Holdings, Inc. reported Monday that the European
Commission has cleared the proposed sale of the Company to Eddie B
Holding Corp., a company owned by affiliates of Sun Capital
Partners, Inc. and Golden Gate Capital.

As reported in the Troubled Company Reporter on Jan. 5, 2007,
company's board of directors unanimously determined that the
Merger Agreement is advisable and in the best interests of Eddie
Bauer's stockholders and recommends stockholders vote "FOR"
adoption of the Merger Agreement.

As reported in the Troubled Company Reporter on Jan. 29, 2007, the
special meeting of stockholders was originally scheduled to be
held on Jan. 25, 2007, but was postponed to Feb. 8, 2007.

On Nov. 13, 2006, the company entered into a definitive agreement
for the sale of Eddie Bauer to Eddie B Holding Corp., an affiliate
of Sun Capital Partners and Golden Gate Capital, for $9.25 per
share in cash.  As previously announced, the waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 expired without a request for additional information from the
U.S. Federal Trade Commission.  The transaction is expected to
close in the first quarter of 2007.

Stockholders with questions regarding the solicitation may contact
the proxy solicitor, Innisfree M&A Incorporated, toll-free at
(888) 750-5834.

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

                           *     *     *

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


EMI GROUP: Restructuring Program Prompts S&P to Downgrade Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on U.K.-based music group
EMI Group PLC to 'BB-' from 'BB'.  The 'B' short-term rating was
affirmed.

At the same time, the long-term corporate credit rating and debt
ratings were put on CreditWatch with negative implications.

The downgrade follows EMI's report that revenues in its recorded
music division, which accounted for 80% of revenues and 61% of
EBITDA for the fiscal year ended March 2006, would decline by 6%-
10% in the fiscal year ended March 31, 2007, at constant
currencies.

"The downgrade and CreditWatch placement also reflect our concerns
about EMI's debt burden, which is likely to increase in the coming
months as a result of a new GBP150 million restructuring program
and the buyout of minority interests in Japan for GBP93 million,"
said Standard & Poor's credit analyst Patrice Cochelin.

Standard & Poor's expectS to resolve the CreditWatch after the
company reports it fiscal-year results, expected at the end of May
2007.

"To resolve the CreditWatch, we will particularly focus on better
understanding the reasons for and extent of the company's negative
revenue trend, the potential disruption caused by the announced
restructure, and EMI's future cash generation potential, financial
structure, and liquidity," said Mr. Cochelin.


FEDERAL-MOGUL: Supplemental Disclosure Statement Approved
---------------------------------------------------------
The Hon. Judith K. Fitzgerald of the United States Bankruptcy
Court for the District of Delaware approved the Supplemental
Disclosure Statement describing the Fourth Amended Joint Plan of
Reorganization of Federal-Mogul Corporation and its debtor-
affiliates.

The Amended Plan is jointly proposed by Federal-Mogul, the
Unsecured Creditors Committee, the Asbestos Claimants Committee,
the Future Asbestos Claimants Representative, the Agent for the
Prepetition Bank Lenders and the Equity Committee. The Plan also
has the support of the Asbestos Property Damage Committee and the
Ad Hoc Committee of Unsecured Creditors.

The Court also approved the solicitation and voting procedures by
which the votes of a limited number of classes of creditors will
be solicited.  The Court determined that it was not necessary to
resolicit the votes of all classes of creditors and equity
holders.

"Federal-Mogul is pleased with the developments accomplished at
this hearing which together with the resolution for emergence of
the United Kingdom Administrated companies, with activities in the
Americas, Europe and Asia Pacific, represent major milestones
toward exit from Chapter 11," said Chairman, President and Chief
Executive Officer Jose Maria Alapont. "We continue to progress
successfully, both in the implementation of our global profitable
growth strategy to satisfy customer, employee and stakeholder
expectations and in our commitment to confirm on May 8 our
restructuring plan to emerge."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
(OTCBB:FDMLQ) -- http://www.federal-mogul.com/-- is a global
supplier, serving the world's foremost original equipment
manufacturers of automotive, light commercial, heavy-duty,
agricultural, marine, rail, off-road and industrial vehicles, as
well as the worldwide aftermarket.  The company's leading
technology and innovation, lean manufacturing expertise, as well
as marketing and distribution deliver world-class products, brands
and services with quality excellence at a competitive cost.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs 45,000 people
in 35 countries.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.


FEDERAL-MOGUL: Plan Confirmation Hearing Scheduled on May 8
-----------------------------------------------------------
The Hon. Judith K. Fitzgerald of the United States Bankruptcy
Court for the District of Delaware set a hearing on May 8, 2007,
to consider confirmation of Federal-Mogul Corporation and its
debtor-affiliates' Fourth Amended Joint Plan of Reorganization.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
(OTCBB:FDMLQ) -- http://www.federal-mogul.com/-- is a global
supplier, serving the world's foremost original equipment
manufacturers of automotive, light commercial, heavy-duty,
agricultural, marine, rail, off-road and industrial vehicles, as
well as the worldwide aftermarket.  The company's leading
technology and innovation, lean manufacturing expertise, as well
as marketing and distribution deliver world-class products, brands
and services with quality excellence at a competitive cost.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs 45,000 people
in 35 countries.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.


FLEXTRONICS INT'L: Revenue Growth Cues Moody's Stable Outlook
-------------------------------------------------------------
Moody's Investors Service revised the outlook of Flextronics
International Ltd. to stable from negative, while affirming its
corporate family rating at Ba1.

The outlook revision reflects Flextronics' solid revenue growth
over the past twelve months, with fiscal 2007 revenue expected to
rise 24% over 2006.

Although revenue from acquisitions including its recently acquired
Nortel assets contributed to the growth, organic growth in areas
such as handsets was strong.  The company's industry-leading
growth rate reflects the nature of Flextronics' portfolio -- one
of the most diversified in the EMS industry.  The outlook revision
also reflects Moody's expectation that Flextronics' profitability
measures and free cash flow generation will improve in the near
term.

Other factors considered in the current rating action include
Flextronics' size and scale with revenue nearly twice as large as
the average of its North American peers, its aforementioned
product diversity, solid credit metrics, and Moody's expectation
that improving working capital will help generate free cash flow
in fiscal 2008.

The rating also continues to reflect risks associated with the
volatility of the EMS industry, exacerbated by high client
concentration, and the challenges Flextronics will face in
managing a business with revenue exceeding $19 billion, or 35%
larger than three years ago, and management's strategy to maintain
high growth rates, which implies periodic high capital investments
and negative cash flow.

Flextronics' rapid growth strategy, in Moody's view, presents both
opportunities and potential risks.  On the one hand, significant
growth will further enhance Flextronics' scale and business
diversity.  On the other hand, it would also present further
challenges in terms of business complexity, importance of quality
execution and management bandwidth.  Moody's notes that
Flextronics has been adding key management personnel recently,
possibly mitigating concerns over the pace of the growth.  The
expectation that Flextronics will generate free cash flow over the
next 12-18 months is an important consideration in stabilizing its
outlook.

These ratings have been affirmed:

   -- Corporate family rating at Ba1;

   -- Probability of default rating at Ba1;

   -- $400 million 6.25% Senior Subordinated Notes due 2014, Ba2,
      LGD5, 85%;

   -- $400 million 6.5% Senior Subordinated Notes due 2013, Ba2,
      LGD5, 85%;

   -- $7.7 million 9.875% senior subordinated notes, due 2010,
      Ba2, LGD5, 85%; and,

   -- Speculative grade liquidity rating, SGL-1.

Outlook revised from negative to stable

Flextronics International Ltd., headquartered in Singapore, has
its main U.S. offices in San Jose, California.  The company is one
of the largest providers of electronics manufacturing services to
OEMs primarily in the handheld electronics devices, information
technologies infrastructure, communications infrastructure,
computer and office automation, and consumer devices industries.
For the latest twelve months ending December 2006, the company
generated approximately $17.5 billion in revenues.


FR BRAND: Moody's Junks $300 Mil. Second Lien Term Loan's Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to FR Brand
Acquisition Corp. new $25 million first lien synthetic letter of
credit facility and lowered the company's second lien term loan
facility to Caa1.

This rating action comes after a change in the capital structure
from that previously anticipated whereby the first lien facilities
have increased by $50 million and the second lien facility have
decreased by $50 million.  The shift of $50 million in funding to
the first lien facilities from the second lien term loan led to
the lowering of the second lien facility to Caa1 from B3 per
Moody's Loss Given Default Methodology.  The total amount being
funded has not changed.

The ratings outlook remains stable.

These ratings were affected by this action:

   -- Corporate family rating affirmed at B2;

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

   -- $125 million guaranteed senior secured revolver due 2013,
      affirmed at B1 with an LGD assessment of LGD3, 36% vs.
      LGD3, 35% previously for the contemplated $150 million
      senior secured revolver;

   -- $25 million synthetic letter of credit facility assigned at
      B1, LGD3, 36%;

   -- $580 million guaranteed senior secured 1st lien term loan B
      due 2014, affirmed at B1 with LGD3, 36% vs. LGD3, 35%
      previously for the contemplated $530 million issuance;

   -- $300 million second lien term loan due 2015, lowered to
      Caa1, LGD5, 78% from B3, LGD5, 76%.  This facility was
      previously contemplated at $350 million.

FR Brand Acquisition Corp.'s B2 corporate family rating and stable
outlook take into consideration the company's high leverage and
low free cash flow generation.  The ratings also reflect Brand's
leading position in scaffolding services, positive industry
dynamics, as well as the company's strong long-term relationship
with its high quality customer base.

Brand, headquartered in Kennesaw, Georgia, is the largest provider
of scaffolding services in North American.  Pro-forma revenues for
the 2006 year end are anticipated to be approximately
$825 million.


GAP INC.: Moody's Lowers Senior Unsecured Notes' Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service downgraded Gap Inc. senior unsecured
notes to Ba1 and assigned a corporate family rating of Ba1 and
speculative grade liquidity rating of SGL-1.

The rating outlook is stable.

This concludes the review for downgrade initiated on Jan. 4, 2007.

These ratings are downgraded:

   * Gap Inc.:

      -- Senior unsecured notes to Ba1, LGD4, 58% from Baa3;

   * Gap K.K.:

      -- Senior unsecured notes guaranteed by Gap Inc. to Ba1,
         LGD4, 58% from Baa3.

These ratings are assigned:

   * Gap Inc.:

      -- Corporate family rating at Ba1;
      -- Probability of default rating at Ba1; and,
      -- Speculative grade liquidity rating at SGL-1.

The downgrade reflects Moody's expectation that there will be no
meaningful improvement in Gap's operating performance until well
after the board of directors completes its search for a new CEO.

The downgrade also reflects the likelihood that operating
performance will be constrained by the distraction of senior
management turnover and by the possibility for additional expenses
to support any strategic initiatives put in place by the new CEO,
once appointed.  Gap has experienced steady erosion in comparable
store sales and profitability over the past two years resulting in
the recent departure of Paul Pressler as CEO.  Robert Fisher, the
current non-executive chairman of the board, will fill the slot on
an interim basis while the search for the new CEO is conducted.

Gap Inc.'s Ba1 corporate family rating is supported by its strong
liquidity and conservative financial policies, which include a
history of creditors equally sharing in cash flow and predictable
and balanced returns to shareholders.

In addition, the rating is supported by the company maintaining
predominantly investment grade credit metrics despite the ongoing
operating performance weakness.  Gap Inc. has been able to
maintain these metrics given its healthy balance sheet with
approximately $513 million of debt and $2.4 billion of cash and
short term investments at Oct. 28, 2006.  These strengths are
constrained by the company's eroding profitability and competitive
position.  Its merchandising has been weak, as demonstrated by a
negative comparable store sales trend for over a two year period.

Also constraining the rating category is the high product
volatility associated with the specialty retail segment in which
the company operates.  The rating category also reflects Gap
Inc.'s scale with annual revenues of approximately $16.0 billion
and its national geographic diversification combined with some
international presence.

The ratings outlook is stable.

Ratings could be further downgraded should operating performance
deteriorate further resulting in Debt/EBITDA to be sustained above
4.25x.  In addition, ratings could be downgraded should the
company's financial policies become more aggressive as evidenced
by its liquidity position significantly deteriorating or an
aggressive increase in leverage to finance share repurchases,
capital expenditures, or acquisitions.  Ratings could be upgraded
should the company maintain its current level of credit metrics
and very good liquidity while turning comparable store sales to
modestly positive levels on a consistent basis and improving EBIT
margins to above 9%.

Headquartered in San Francisco, California, Gap Inc. is one of the
world's largest specialty retailers.  It operates more than 3,157
stores across the United States and internationally under the Gap,
Old Navy, Banana Republic, and Forth and Towne brand names.  Gap
Inc. had revenues of approximately $16 billion for the fiscal year
ended Jan. 28, 2006.


GMAC COMMERCIAL: Fitch Holds B Rating on $4.3 Mil. Class M Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2001-C1 as:

   --$17.3 million class E to 'AA+' from 'AA';
   --$13 million class F to 'AA-' from 'A'.

In addition, Fitch affirms these ratings:

   --$11.9 million class A-1 at 'AAA';
   --$546.8 million class A-2 at 'AAA';
   --Interest-only class X-1 at 'AAA';
   --Interest-only class X-2 at 'AAA';
   --$41 million class B at 'AAA';
   --$32.4 million class C at 'AAA';
   --$13 million class D at 'AAA';
   --$13 million class G at 'BBB+';
   --$25.9 million class H at 'BB+';
   --$6.5 million class J at 'BB';
   --$6.5 million class K at 'BB-';
   --$13 million class L at 'B+'; and
   --$4.3 million class M at 'B-'.

Classes N and O remain at 'CCC/DR1' and 'C/DR5', respectively.

The upgrades reflect increased subordination levels primarily due
to the defeasance of three loans since the last Fitch rating
action.  As of the January 2007 distribution date, the pool's
aggregate principal balance has been reduced 13.1%, to
$751 million from $864.1 million at issuance.  Since issuance, 20
loans have defeased, including three of the 10 largest loans.
Currently, one asset is in special servicing.  The asset is a
142-unit multifamily property located in Irving, Texas and is real
estate-owned.  The special servicer anticipates disposition of the
asset in the first quarter of 2007.  Fitch-projected losses on the
specially serviced asset are expected to be absorbed by class O.

Fitch has designated 21 loans as Fitch Loans of Concern, which
include two of the 10 largest loans, and the specially serviced
asset, as well as other loans exhibiting low debt service coverage
ratios or low occupancy.  Fitch continues to monitor the
performance of the second largest loan in the pool, which is
secured by a 768-unit multifamily property in Phoenix, Arizona.
The property exhibited a decline in performance due to a weak
Phoenix apartment market that continues to lag the national
multifamily market with higher vacancy rates and lower rents.
However, the borrower has increased occupancy to 90% as of
September 2006 through rental concessions and the year-to-date
September 2006 servicer-reported DSCR has risen slightly above 1x.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


GRANITE BROADCASTING: Disclosure Statement Hearing Set for Feb. 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m., on Feb. 13, 2007, to
consider the adequacy of the Disclosure Statement explaining
Granite Broadcasting Corp. and its debtor-affiliates' Joint
Chapter 11 Plan of Reorganization.

Objections to the Disclosure Statement, if any, must be in by
4:00 p.m., on Feb. 8, 2007.

                   Overview & Summary of Plan

The Plan is not premised on the substantive consolidation of
Granite and its debtor-affiliates.  Accordingly, (i) the assets
and liabilities of each Debtor remain the assets and liabilities
of that Debtor and (ii) all guarantees of any Debtor of any
payment, performance, or collection of obligations of any Debtor
remain in full force and effect for purposes of the Plan.

Solely for purposes of the Plan, Houlihan Lokey Howard & Zukin
Capital, Inc., estimated the reorganization value of Reorganized
Granite to be between $463 million and $523 million with a
midpoint value of $493 million.

Houlihan Lokey also estimated the range of equity value for
Reorganized Granite to be between approximately $229 million and
$289 million with a mid-point equity value of $259 million.

Granite anticipates issuing 10,000,000 shares of Reorganized
Granite Common Stock.  Accordingly, the imputed estimate of the
range of equity values on a per share basis for Reorganized
Granite is between $22.90 and $28.90 per share, with a midpoint
value of $25.90.

                     Recovery under the Plan

The Plan provides for a conversion of approximately $295 million
of the total Secured Claims, as of the Petition Date, into common
equity, representing approximately 60% of the total Secured
Claims, as of the Petition Date.

This significant reduction in Secured Claims will provide Granite
with a more stable balance sheet and structure to implement its
business plan and operate as a reorganized company.

In addition, the Plan provides that holders of general unsecured
claims against Granite will share ratably a $5 million pool of
Cash.  Granite estimates that on the Effective Date, general
unsecured claims will aggregate between $3,065,000 and
$26,043,433.

Holders of general unsecured claims against Granite's affiliates
will receive no distribution.  Those claims, principally, are (i)
on account of a $29 million Malara Guaranty and (ii) $28 million
of claims against KBWB, which the Debtors believe have no merit.

Preferred Interests in Granite will be extinguished and each
holder of an Allowed Preferred Interest will receive its ratable
proportion of (i) 200,000 shares of New Common Stock on the
Effective Date and (ii) the right to purchase up to 500,000
shares of the New Common Stock pursuant to the New Warrants
Series A.

All Class A and Class B Interests in Granite will be extinguished
and each holder of the Class A and Class B Interests will receive
its Ratable Proportion of (i) 100,000 shares of New Common Stock
on the Effective Date; (ii) the right to purchase up to 250,000
shares of New Common Stock pursuant to the New Warrants Series A;
(iii) the right to purchase up to 250,000 shares of New Common
Stock pursuant to the New Warrants Series B; and (iv) any Rights
with an aggregate Subscription Purchase Price of no more than
$7,500,000 that are not exercised by the holders of the Preferred
Interests.

Holders of Claims for damages arising from the rescission of a
purchase or sale of any security of any of the Debtors, and any
Subordinated Claims get nothing.

Pursuant to the Plan, Reorganized Granite will be a private, non-
SEC reporting company and issue New Common Stock, none of which
will be traded on any exchange.

Reorganized Granite expects to enter into an exit facility
consisting of (i) the $200,000,000 Exit Secured Term Loan and
(ii) the Exit Secured Revolver in an amount equal to the amount
needed to satisfy any outstanding balance under its postpetition
credit agreement, plus $25,000,000, up to a cap of $50,000,000.
The term of the Exit Secured Term Loan is five and one-half years
and the term of the Exit Secured Revolver will be five years.

A full-text copy of Granite's Plan of Reorganization is available
at no charge at http://ResearchArchives.com/t/s?197d

A full-text copy of Granite's Disclosure Statement is available at
no charge at http://ResearchArchives.com/t/s?197e

In connection with the development of the Plan, Granite's
management has analyzed the ability of the company to meet its
obligations under the Plan and retain sufficient liquidity and
capital resources to conduct its business.  With the assistance
of Houlihan Lokey, management prepared a five-year projection
until December 31, 2010, of Reorganized Granite's consolidated
financial position, results of operations and cash flows.

                     Plan Support Agreement

Before filing for bankruptcy, Granite entered into a
Restructuring Support Agreement with Silver Point and certain
other Secured Claimholders wherein the Claimants have agreed to
vote to accept the Plan.

Silver Point and the Other Secured Claimholders are, in the
aggregate, the beneficial owners of more than 66-2/3% of the
principal amount of Granite's Secured Notes and 100% of the
principal amount of the claims pursuant to the Prepetition Credit
Agreement.

Silver Point is represented in Granite's bankruptcy cases by
Milbank, Tweed, Hadley & McCloy LLP, as legal advisor.

A full-text copy of the Restructuring Support Agreement
underpinning the chapter 11 plan is available at no charge at:

            http://ResearchArchives.com/t/s?197f

                 About Granite Broadcasting

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

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


GREYWOLF CLO: Moody's Rates $17.5 Million Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Greywolf CLO I, Ltd., a collateral loan obligation:

   -- Aaa to $2,000,000 Class S Floating Rate Notes, Due 2014;

   -- Aaa to $365,000,000 Class A Floating Rate Notes, Due 2021;

   -- Aa2 to $22,500,000 Class B Floating Rate Notes, Due 2021;

   -- A2 to $25,000,000 Class C Deferrable Floating Rate Notes,
      Due 2021;

   -- Baa2 to $30,000,000 Class D Deferrable Floating Rate Notes,
      Due 2021; and,

   -- Ba2 to $17,500,000 Class E Deferrable Floating Rate Notes,
      Due 2021.

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

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


GSCP LP: Term Loan Upsizing Prompts Moody's to Hold Ratings
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 senior debt ratings of
GSCP, L.P. after the $100 million upsizing of the company's bank
term loan and revolving credit facility.  GSC is the borrowing
entity of GSC Group, an asset management firm specializing in
credit-based alternative investment strategies.

The outlook on GSC is stable.

The amended terms of the existing facility increase the total
facility amount to $250 million, which is comprised of a
$190 million, 5-year first lien term loan and a $60 million,
4-year revolving credit facility.  At closing, GSC's pro forma
total debt becomes approximately $200 million, up from a Moody's
adjusted debt level of approximately $165 million.

Moody's noted that most of the new proceeds will be used to
extinguish approximately $52 million of the company's preferred
partnership interest.  Given the partial debt treatment of the
preferred partnership interest, the incremental increase in GSC's
overall adjusted leverage is modest and still consistent with
existing ratings.

The B1 rating reflects GSC's strong management team and good
competitive position within the alternative investment sector,
coupled with a good demand for credit-based strategies as an asset
class.  The rating also incorporates a number of risks to GSC's
business and cash flows including high leverage, increasing
competition, dependence on key executives, and high investor
concentrations relative to traditional asset management companies.

GSC Group is a privately-held asset management firm focused on
credit-based alternative investments for institutions and high net
worth individuals.  Headquartered in Florham Park, New Jersey,
GSC's assets under management were $18.3 billion as of
Sept. 30, 2006.


GS MORTGAGE: Fitch Puts Junk Rating on $55.8 Mil. Class H Certs.
----------------------------------------------------------------
Fitch Ratings lowered the Distressed Recovery rating in GS
Mortgage Securities Corp. II's commercial mortgage pass-through
certificates, series 1998-C1, as:

   -- $7.1 million class J to 'C/DR6' from 'C/DR5'.

In addition, Fitch assigns a DR rating to this class:

   -- $55.8 million class H to 'CCC/DR2' from 'CCC'.

Fitch also upgrades this class:

   -- $32.6 million class E to 'AAA' from 'AA+'.

In addition, Fitch affirms these classes:

   -- $353.3 million class A-2 at 'AAA';
   -- $439.7 million class A-3 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $102.4 million class B at 'AAA';
   -- $102.4 million class C at 'AAA';
   -- $107.0 million class D at 'AAA'; and,
   -- $23.3 million class G at 'BBB-'.

Fitch does not rate classes F and K.  Class A-1A has paid off in
full.

The lowering of the DR rating on class J and the placement of a DR
rating on class H reflect increased expected losses on the
specially serviced assets.  Fitch-projected losses on the
specially serviced assets are expected to deplete class J and
negatively affect class H.

The upgrade is due to an increase in subordination levels
primarily due to the defeasance of 17 loans since the last Fitch
rating action.  To date, 40 loans have defeased, including three
of the 10 largest loans and the credit-assessed Americold
Portfolio loan.  As of the January 2007 distribution date, the
collateral balance has been reduced 30% to $1.3 billion from
$1.86 billion at issuance.

Currently, two assets are in special servicing, both of which are
real estate owned.  The largest specially serviced asset is
secured by an office property located in Memphis, Tennessee.  The
asset became REO in September 2006.  The property is completely
vacant and is being marketed for sale.

The second largest specially serviced asset is collateralized by a
five-building, 56-unit apartment complex located in Findlay, Ohio.
The property became REO in August 2006.  The special servicer has
completed necessary repairs to the property and is preparing to
list the asset for sale.

Fitch reviewed the transaction's remaining non-defeased credit-
assessed loan, the Four Winds Portfolio.  The Four Winds Portfolio
is comprised of two cross-collateralized and cross-defaulted loans
on two psychiatric facilities in Katonah, New York and Saratoga
Springs, New York, totaling 263 beds.  The year-end 2005 net
operating income showed improvement over YE 2004 but remained well
below NOI at issuance.  The loan maintains a below investment-
grade credit assessment.


HANOVER COMPRESSOR: Inks Merger Deal with Universal Compression
---------------------------------------------------------------
Hanover Compressor Company and Universal Compression Holdings,
Inc. disclosed Monday that their boards of directors have approved
a stock-for-stock merger of equals and that the companies have
signed a definitive merger agreement.

Under the terms of the merger agreement, Hanover stockholders will
receive 0.325 shares of the new company for each share of Hanover
they own, and Universal stockholders will receive 1.0 share of the
new company for each share of Universal they own.  Based on the
closing market prices for the shares of both companies on Feb. 2,
2007, the combined company would have an equity market
capitalization of approximately $3.8 billion.

It is anticipated that Hanover stockholders initially will own
about 53% and Universal stockholders about 47% of the new company.
The merger is expected to be tax free to stockholders of both
companies.

"The combination of Hanover and Universal brings together two
highly respected companies in the natural gas compression and
production and processing equipment fabrication industry. Both
companies have an excellent team of employees known for their
dedication to customer service," said Stephen A. Snider,
Universal's Chairman, President and Chief Executive Officer.
"Operating under a new corporate name, we will be able to fully
leverage our combined capabilities to provide an enhanced level of
customer support and a wider product and service offering to meet
the full compression services and production and processing
equipment needs of our customers worldwide."

John E. Jackson, Hanover's President and Chief Executive Officer,
said, "This merger will create a new company with a portfolio of
high quality assets, products, services and financial capabilities
to generate enhanced value for stockholders of both companies.  It
also affords excellent opportunities for the employees and
customers of both companies to benefit from our combined global
expertise in an increasingly competitive market place."

Stephen Snider added, "The combination also provides a larger pool
of domestic contract compression customers and equipment that can
be offered for sale to Universal Compression Partners, L.P.
(NASDAQ: UCLP) over time.  The transfer of these domestic contract
compression assets to Universal Compression Partners should
further improve our cost of capital, and enable us to provide our
services on a more efficient basis to our customers over the long
term."

Following the merger, Stephen Snider will serve as President and
Chief Executive Officer and as a director of the new company.

Gordon T. Hall, Hanover's Chairman, will serve as Chairman of the
Board of the combined company, which will consist of ten
directors, five designated by each company.  John Jackson will
serve as a director of the new company.

The merger is expected to be accretive to earnings per share for
stockholders of both companies in 2008 after achieving expected
annualized pre-tax cost savings of approximately $50 million.
These synergies are expected to arise from the closure of
overlapping facilities, increased operational efficiencies and
reduction of corporate overhead.

             Additional Information about the Merger

The merger agreement provides for the formation of a new holding
company that will own all the stock of both Hanover and Universal.

The new company will be headquartered in Houston, and its common
stock is expected to be listed on the New York Stock Exchange.

The merger is subject to various conditions including approval of
the stockholders of both Hanover and Universal and customary
regulatory approvals, including the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.  It is anticipated that the
closing of the merger will occur in the third quarter of this
year.  Hanover and Universal intend to file a proxy
statement/prospectus with the Securities and Exchange Commission
as promptly as practicable after each company files its 2006
Annual Report on Form 10-K.

Hanover's financial advisor for the merger is Credit Suisse
Securities (USA) LLC; its principal legal advisor is Vinson &
Elkins L.L.P.  Universal's financial advisor is Goldman Sachs &
Co., and its principal legal advisor is Baker Botts L.L.P.

             About Universal Compression Partners

Universal Compression Partners, L.P. was recently formed by
Universal Compression Holdings, Inc. to provide natural gas
contract compression services to customers throughout the United
States and was started in October 2006 with an initial fleet
comprising approximately 330,000 horsepower, or approximately 17%
by available horsepower of Universal Compression Holdings'
domestic contract compression business at that time.  Universal
Compression Holdings owns approximately 51% of Universal
Compression Partners.

              About Universal Compression Holdings

Headquartered in Houston, Texas, Universal Compression Holdings,
Inc., (NYSE: UCO) -- http://www.universalcompression.com/-- is a
natural gas compression services company, providing a full range
of contract compression, sales, operations, maintenance and
fabrication services to the domestic and international natural gas
industry.

                    About Hanover Compressor

Headquartered in Houston, Texas, Hanover Compressor Company
(NYSE: HC) -- http://www.hanover-co.com/-- is a global market
leader in full service natural gas compression and a leading
provider of service, fabrication and equipment for oil and natural
gas production, processing and transportation applications.


HANOVER COMPRESSOR: Merger Deal Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the ratings for Hanover
Compressor Company under review for possible upgrade.

Simultaneously, Moody's placed the ratings for Universal
Compression Inc. on review for possible downgrade.  Moody's
anticipates this review will be completed on or about the close of
the merger, which is expected in the third quarter of 2007.

The ratings review is prompted by the all-stock merger report
between Hanover and Universal.  The merger will be conducted
through a new holding company that will exchange Newco shares for
Hanover and Universal shares.

Following the merger, Hanover shareholders are expected to own
approximately 53% of Newco, with Universal shareholders owning the
remainder. Universal's Chairman, President and CEO, Stephen
Snider, will serve as President and CEO for Newco and Hanover's
Chairman, Gordon T. Hall, will serve as Newco's Chairman.  Newco's
board will be evenly split between representatives from both
companies.

The merger combines two companies with comparable size, market
positions and diversity of product lines and geographic reach.
However, both companies have materially different leverage
profiles, with Hanover carrying much more debt than Universal
relative to EBITDA and capitalization.

Therefore, Moody's believes the transaction is likely a credit
positive for Hanover and have placed its ratings under review for
possible upgrade.  Conversely, Newco's combined leverage profile
is higher than Universal's which has raised concerns that led to
the review for possible downgrade of Universal's ratings.

Moody's estimates that the combined company will have pro forma
assets of $6.3 billion at Sept. 30, 2006, making the new company
the largest natural gas compression services company in the world
with approximately 4.4 million of domestic horsepower and
1.5 million internationally.  The combination effectively doubles
the size of the asset base and further enhances the business
profile of the combined entity.

These potential benefits of the merger are tempered by the capital
intensity of the compression business and the significant inherent
challenges for domestic growth, requiring the pursuit of growth in
international markets that bring both opportunities and increased
political risks.  Moody's views this merger to be a favorable
resolution for Hanover of its difficult strategic choice between
growth expenditures and needed debt reduction.

Moody's also notes that both Hanover's and Universal's capital
structures have a high level of complexity with their Equipment
Trusts and ABS facility, respectively.  Furthermore, the creation
of Universal Compression Partners, LP created uncertainties
regarding the future capital structure and leverage profile of
Universal, which also will apply to the combined entity.

The ratings review will focus on the market position and financial
profile of the combined group, the strategic direction chosen by
management with respect to the pace and scale of international
growth, the plans for further drop downs of compression assets
into Universal Compression Partners, LP, and management's targets
for leverage and potential share buybacks post combination.

In Moody's view, any downgrade of Universal's corporate family
rating would likely be limited to one notch and it is possible
that the enhanced size and other benefits of the merger will
enable Moody's to confirm the ratings.

The Hanover ratings affected by the review for upgrade are:

   -- Hanover's B1 corporate family rating and probability of
      default rating.

   -- The Ba3 rating on Hanover Equipment Trust 2001A 8.50% partly
      secured notes due 2008.

   -- The Ba3 rating on Hanover Equipment Trust 2001B 8.75% partly
      secured notes due 2011.

   -- The B3 rating on Hanover's two 4.75% non-guaranteed senior
      convertible note issues due 2008 and 2014, respectively.

   -- The B2 rating on Hanover's 7.5% senior unsecured notes due
      2013, 8.625% senior unsecured notes due 2010 and 9% senior
      unsecured notes due 2014, each with senior subordinated
      guarantees from core operating subsidiary Hanover
      Compression, L.P.

   -- The B3 rating on Hanover's 7.25% non-guaranteed convertible
      trust preferred stock.

The Universal ratings affected by the review for downgrade are:

   -- Universal's Ba2 corporate family rating and probability of
      default rating.

   -- The Ba1 rating on Universal's senior secured bank facilities
      due 2010.

   -- The B1 rating on Universal's 7.25% senior unsecured notes
      due 2010.

Universal Compression, Inc. is a wholly owned subsidiary of
Universal Compression Holdings, Inc.  Both Universal and Hanover
are based in Houston, Texas.


HAYES LEMMERZ: Sells Indiana and Michigan Facilities
----------------------------------------------------
Hayes Lemmerz International, Inc. disclosed additional initiatives
intended to maximize long-term value for its shareholders.

Specifically, the company said:

    * That it has entered into a definitive agreement for the sale
      of its suspension facilities located in Bristol, Indiana and
      Montague, Michigan; and

    * The relocation of the Company's Automotive Components Group
      headquarters and technical center to the Hayes Lemmerz'
      World Headquarters in Northville, Michigan, resulting in the
      closure of its Ferndale, Michigan Technical Center.

Both of these actions were taken as part of the Company's
continuing strategy to streamline its business in North America
and to focus its global resources on core businesses.

                    Sale of Two Suspension Facilities

The company signed a definitive agreement with Diversified
Machine, Inc. for the sale of its Montague, Michigan and Bristol,
Indiana suspension operations.  The completion of the sale is
subject to customary closing conditions, including the approval of
the Company's lenders.  The company expects to complete the sale
within the next 30 days.

                       Consolidation of Headquarters

In order to streamline its Automotive Components Group operations
and to improve efficiencies present in its technical groups in
North America, the company will relocate its Automotive Components
Group headquarters and technical center from Ferndale, Michigan,
to its Northville, Michigan World Headquarters.  The company plans
to sell the Ferndale facility.

Curtis J. Clawson, President, CEO and Chairman of the Board said,
"This step, combined with the restructuring moves in 2006, further
shows Hayes Lemmerz' commitment to being in the right core markets
and focusing on the right products with the right customers.  We
remain confident about the Company's future."

"Moving our Automotive Components Group to our Northville World
Headquarters will improve information sharing across groups and
lower our fixed costs," Mr. Clawson said.

                       About Hayes Lemmerz

Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) is a global
supplier of automotive and commercial highway wheels, brakes,
powertrain, structural and other lightweight components.  The
company has 33 facilities and over 9,000 employees worldwide.


HAYES LEMMERZ: Moody's to Cuts Corporate Family Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of HLI Operating
Company, Inc.:

   * Corporate Family to Caa1 from B3
   * first lien senior secured to B1 from Ba3
   * second lien term loan to Caa1 from B3

The downgrade reflects the company's continuing weak credit
metrics and the potential that these measures could erode further
due to lower OEM production levels.  Moody's notes that Hayes
Lemmerz has reported that it is seeking an amendment to its senior
secured credit facilities to permit the ability to exchange its
senior unsecured notes for common stock of the parent holding
company.  The completion of such an exchange, depending on the
ultimate terms and conditions, could moderate the degree of
potential erosion in the company's metrics.

The outlook remains negative.

The negative outlook continues to embody the operating pressures
from lower production volumes in North America, ongoing pricing
pressures form OEMs, and high raw material and energy costs.
Hayes Lemmerz is expected to have slightly positive free cash flow
for fiscal 2007 resulting from restructuring efforts initiated
during fiscal 2007.  Liquidity is expected to remain adequate with
approximately $60 million of cash on-hand and $80 of availability
under the revolving credit facility as of Oct. 31, 2006.

However, Hayes Lemmerz's credit metrics are expected to continue
to perform consistent with the current Caa1 Corporate Family
rating.  For the LTM period ending, Oct. 31, 2006 EBIT/interest
coverage approximated 0.3x, and Debt/EBITDA approximated 6.0x.
Consideration for a lower rating could arise if either leverage
deteriorates to 7.0x, EBIT/interest coverage does not improve in
the near term, the company pursues the exchange of its senior
unsecured notes for common stock, or if free cash flow or
liquidity deteriorates.

Ratings lowered:

   -- Corporate Family Rating, to Caa1 from B3

   -- Probability of Default Rating, to Caa1 from B3

   -- 1st lien senior secured revolving credit, to B1, LDG2, 20%
      from Ba3, LGD2, 23%

   -- 1st lien senior secured term loan B, to B1, LDG2, 20% from
      Ba3, LGD2, 23%

   -- 2nd lien term loan C, to Caa1, LGD3, 47% from B3, LGD4, 53%

Ratings affirmed:

   -- Caa2, senior unsecured notes with the LGD Assessment changed
      to LGD5, 72% from LGD5, 82%

Hayes also reported the sale of its aluminum suspension components
business in North America through facilities located in Bristol,
Indiana and Montague, Michigan for approximately $32 million.
Amounts available to reduce funded debt are expected to be nominal
as a significant portion of the proceeds will be used to reduce
outstandings under the company's accounts receivable
securitization facility.  The sale of the aluminum suspension
components business will further reduce Hayes Lemmerz North
American OEM exposure.

Hayes Lemmerz is the holding company for operating entities in the
US and internationally and is the issuer of all rated obligations.
It is indirectly, wholly owned by Hayes Lemmerz International,
Inc.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
$2.2 billion.


HERBALIFE LTD: Receives $39 Per Share Cash Offer from Whitney
-------------------------------------------------------------
Herbalife Ltd. disclosed on Feb. 2, 2007, that its Board of
Directors received a proposal from Whitney V L.P. and its
affiliates to acquire all of the company's outstanding common
stock for $38.00 per share in cash.  Whitney and its related
parties currently beneficially own an aggregate of approximately
27% of the company's outstanding common stock.

The Herbalife Board of Directors has established a Special
Committee consisting solely of independent directors to review the
proposal.  The Special Committee is in the process of retaining
financial and legal advisors to assist the Special Committee.  The
Special Committee has not determined that a transaction is in the
best interests of Herbalife and its stockholders or that Herbalife
should not continue as an independent public company.

Accordingly, there is no assurance that Herbalife will enter into
this or any other transaction.  Neither the Company nor the
Special Committee intends to comment upon or provide further
updates regarding these matters until circumstances warrant.

Herbalife (NYSE:HLF)-- http://www.herbalife.com/-- is a global
network marketing company that sells weight-management,
nutritional supplements and personal care products intended to
support a healthy lifestyle.  Herbalife products are sold in 63
countries through a network of more than one million independent
distributors.  The company supports the Herbalife Family
Foundation -- http://www.herbalifefamily.org/-- and its Casa
Herbalife program to bring good nutrition to children.


HERBALIFE INT'L: $2.7 Bil. Offer Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on Los Angeles-based Herbalife
International Inc. on CreditWatch with negative implications.

These actions followed Herbalife's report that it had received an
offer from Whitney V L.P. to acquire the company for $38 per share
in cash.

The proposed transaction, totaling about $2.7 billion to purchase
Herbalife's equity, would be funded in part through the issuance
of $2 billion of new debt and result in a highly leveraged capital
structure.

"Although the company is currently carrying minimal debt leverage,
existing debt capacity would be stretched well beyond the limits
of the current ratings if the proposed transaction closes," said
Standard & Poor's credit analyst John Thieroff.


HILCORP ENERGY: Moody's Rates $300MM Senior Notes Offering at B3
----------------------------------------------------------------
Moody's Investor Service affirmed Hilcorp Energy I, L.P.'s:

   * B2 corporate family rating
   * B2, LGD4, 50% probability of default rating
   * existing B3, LGD4, 67% senior unsecured note ratings

Moody's also assigned a B3, LGD4, 67% rating to its $300 million
add-on offering of 7.75% 2015 senior unsecured notes.

The offering was launched as a $125 million offering and was
upsized to $300 million.  Note proceeds will term out existing
bank debt, fund potential acquisitions, or may fund retirement of
an outstanding senior notes offering approaching its call date
this year.

Due to the very high pro-forma gross leverage in the meantime, the
rating or rating action would be negatively impacted if Hilcorp
either has not tendered for the debt or, absent a tender, placed
one-half of the proceeds in escrow to be used solely to fund a
later tender or retirement of the notes at the call date later
this year.  Subject to those conditions, the rating outlook is
currently stable.  Due to high pro-forma net leverage, however,
the stable rating outlook would also be vulnerable to lower cash
flow and production than currently forecasted.

Hilcorp I has signed a purchase and sale agreement to acquire
$130 million of properties in south Louisiana.  The transaction
includes an estimated 5.7MM of proved reserves.  Hilcorp I is
paying approximately $22.81/boe of proven reserves and $52,000/boe
of current daily production.  The company has also signed a letter
of intent to purchase other properties from an undisclosed
exploration and production company for $190 million.  If Hilcorp I
reaches agreement with the seller, the acquisition would likely
close in the second quarter.

Hilcorp I is a private limited partnership engaged in onshore and
coastal inland water oil and gas production, property
acquisitions, exploitation, and divestitures.

Moody's considers Hilcorp I to be a well-run firm pursuing and
executing a cogent strategy.  It acquires properties late in their
productive lives and with high production costs with a goal of
boosting production through recompletions, workover and repair of
downhole hardware, restimulation of the wellbore/ reservoir
interface, and refracturing of reservoir rock.

Returns from this strategy have been aided by up-cycle price
realizations.  Hilcorp I markets its production through
Mr. Hildebrand's wholly-owned Harvest Pipeline and Arrowhead
Pipeline affiliates.  While having a reserve base of reasonable
scale, Moody's also assesses the Hilcorp I credit within the
larger HEC organizational, business, funding, and shareholder
strategy context.

While the B2 corporate family rating mostly reflects credit
factors specifically within Hilcorp I, which has a substantial
pro-forma 135 mmboe diversified proven reserve base, the ratings
also reflect the broader financial structure and strategy pursued
within the HEC family of affiliates.  The ratings reflect the
overall financial policies pursued within Mr. Hildebrand's
consolidated exploration and production enterprise.

Hilcorp I's sister entities in which Mr. Hildebrand has an ongoing
strategic interest have been the source of substantial Hilcorp I
debt reduction.  Were it not for asset sales to effective
affiliates, balance sheet leverage would be higher.  Were it not
for the scale of discretionary and cash tax distributions to its
partners based on notional statutory tax obligations, leverage
today would be lower.  Since 2002, over $400 million of Hilcorp
I's debt reduction was derived from non-recourse asset sales to
sister affiliated partnerships funded by GECC and from forward
production sales into the VPP vehicle having significant volume
back-up recourse to Hilcorp I's remaining reserves in the field to
cover VPP production shortfalls.

The B2 corporate family rating and B3 note rating reflect high
pro-forma leverage but that Moody's expects Hilcorp I to reduce
post-acquisition borrowings under the revolver through potential
asset sales or cash flow as it has historically done.  The
company's rating also reflects approximately 27 mmboe of reserves
in two of its top fields that remain effectively encumbered due to
the priority back-up production claim of the VPP vehicle into
which Hilcorp I had monetized 8 mmboe of forward production, and
Moody's  view that capital spending, interest expense, a pattern
of heavy cash distributions to partners, and potential
acquisitions will temper secured debt reduction.

The ratings are supported by:

   -- seasoned management and ownership; proven access to a
      supportive stream of acquisition deal flow;

   -- by a long generally productive history in most of its focus
      regions;

   -- a still supportive price environment; a supportive
      hedging program;

   -- Hilcorp I's diversified exposure to oil and natural gas;
      and,

   -- operating risk diversification across numerous, though very
      mature, Gulf Coast properties acquired for further
      exploitation.

Diversification benefits are tempered somewhat by the fact that
51% of Hilcorp I's proven reserves are located in 5 fields and
that much of its other properties are scattered thinly across
several producing basins.  If Hilcorp I can demonstrate it can
reduce is high unit cost structure proportionately as oil prices
moderate it may be favorable to the ratings.

The ratings are also restrained by:

   --  Hilcorp I's high unit production cost structure in the
       $15/boe to $17/boe range;

   -- high direct and indirect pro-forma leverage relative to the
      cost structure and fairly low proportion of proven developed
      producing reserves;

   -- high pro-forma leveraged unit full-cycle costs of roughly
      $35/boe;

   -- Moody's expectation that Hilcorp I will remain acquisitive
      and, since it is privately owed, would fund acquisitions
      with debt; and,

   -- Moody's view that annual cash distributions to Mr.
      Hildebrand will remain significant.

High operating costs are driven by low production per wellbore and
energy, water injection, water production, water disposal, and
intensive workover costs incurred to sustain optimum production
from its properties long in decline.

Per Moody's global ratings methodology for independent exploration
and production firms, Hilcorp I's operating, financial, and
strategy profile maps to a B2 rating.  The model maps Hilcorp I's
reserve scale to the Ba rating range, proven developed reserve
scale to the B/Ba range, and production to the single B range.
Per the model, pro-forma net leverage of $9/Boe of PD reserves
range maps to a Caa rating factor, full-cycle costs of roughly
$35/boe map to the Caa factor, and its pro-forma leveraged
full-cycle ratio of roughly 150% to 175% maps to the B/Ba rating
range.

Including the pending acquisition, Moody's expects that pro-forma
three year average reserve replacement costs map to the single B
to low Ba range, reflecting higher 2006 costs and the drop-off of
the 2003 component in the three year F&D measure.

Through HEC, which is Hilcorp I's general partner, Mr. Jeffery D.
Hildebrand owns 100% of Hilcorp I.  A sister affiliate is a
financing vehicle partnership with General Electric Capital
Corporation where HEC is the general partner of the partnership
and HEC's ownership will rise, from its original 5% interest, in
stages to a maximum reversion of 49% back to HEC once GECC's
return thresholds are met.  HEC operates the GECC partnerships'
properties for a fee, provides a strategically larger base of
operations, and spreads Hilcorp I's operating costs across a
larger production base.  GECC and Hilcorp recently wound up the
Hilcorp Energy II partnership.

In October, Hilcorp I formed a new exploration venture, Hilcorp
Exploration Venture 1.  Hilcorp Energy I will operate and own
52.6% of the venture while the financial partners own the
remaining 47.4%.  Hilcorp Energy I contributed 4.4 mmboe of proved
undeveloped reserves and has made a commitment to provide capital
to this venture as it drills nine exploration and development
wells.

HEC also draws substantial discretionary and statutory tax cash
distributions from Hilcorp I.  Through ultimate parent HEC,
Mr. Hildebrand has a strategic economic interest in the success of
Hilcorp Energy IV, L.P., which had paid $150 million for Hilcorp I
reserves in 2004.

Moody's believes Mr. Hildebrand views these properties to be
strategically important to Hilcorp I though, in extremis, neither
he nor Hilcorp I are obligated to inject capital into the
partnership.  As previously noted, Hilcorp Energy II L.P. was
recently wound up.  It had acquired a package of Hilcorp I
reserves in 2002 for $86 million.  Another $193 million of debt
reduction came from the monetization of forward production into
the VPP which has significant recourse to the Hilcorp I properties
from which the VPP was carved to cover VPP production shortfalls.
Distributions to Mr. Hildebrand have been substantial,
approximating $92 million in 2004-2005 and approximately
$50-60 million in 2006.  In January of 2007, Hilcorp made a
further distribution of $35 million.  Moody's notes that the
restricted payments language in Hilcorp I's debt agreements permit
Hilcorp I to make distributions to its owners at maximum statutory
tax rates regardless of the partners' actual cash tax liabilities.

Hilcorp Energy Company and Hilcorp Energy I, L.P. are
headquartered in Houston, Texas.


HLI OPERATING: Low Production Prompts Moody's to Lower Ratings
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of HLI Operating
Company, Inc.:

   * Corporate Family to Caa1 from B3
   * first lien senior secured to B1 from Ba3
   * second lien term loan to Caa1 from B3

The downgrade reflects the company's continuing weak credit
metrics and the potential that these measures could erode further
due to lower OEM production levels.  Moody's notes that Hayes
Lemmerz has reported that it is seeking an amendment to its senior
secured credit facilities to permit the ability to exchange its
senior unsecured notes for common stock of the parent holding
company.  The completion of such an exchange, depending on the
ultimate terms and conditions, could moderate the degree of
potential erosion in the company's metrics.

The outlook remains negative.

The negative outlook continues to embody the operating pressures
from lower production volumes in North America, ongoing pricing
pressures form OEMs, and high raw material and energy costs.
Hayes Lemmerz is expected to have slightly positive free cash flow
for fiscal 2007 resulting from restructuring efforts initiated
during fiscal 2007.  Liquidity is expected to remain adequate with
approximately $60 million of cash on-hand and $80 of availability
under the revolving credit facility as of Oct. 31, 2006.

However, Hayes Lemmerz's credit metrics are expected to continue
to perform consistent with the current Caa1 Corporate Family
rating.  For the LTM period ending, Oct. 31, 2006 EBIT/interest
coverage approximated 0.3x, and Debt/EBITDA approximated 6.0x.
Consideration for a lower rating could arise if either leverage
deteriorates to 7.0x, EBIT/interest coverage does not improve in
the near term, the company pursues the exchange of its senior
unsecured notes for common stock, or if free cash flow or
liquidity deteriorates.

Ratings lowered:

   -- Corporate Family Rating, to Caa1 from B3

   -- Probability of Default Rating, to Caa1 from B3

   -- 1st lien senior secured revolving credit, to B1, LDG2, 20%
      from Ba3, LGD2, 23%

   -- 1st lien senior secured term loan B, to B1, LDG2, 20% from
      Ba3, LGD2, 23%

   -- 2nd lien term loan C, to Caa1, LGD3, 47% from B3, LGD4, 53%

Ratings affirmed:

   -- Caa2, senior unsecured notes with the LGD Assessment changed
      to LGD5, 72% from LGD5, 82%

Hayes also reported the sale of its aluminum suspension components
business in North America through facilities located in Bristol,
Indiana and Montague, Michigan for approximately $32 million.
Amounts available to reduce funded debt are expected to be nominal
as a significant portion of the proceeds will be used to reduce
outstandings under the company's accounts receivable
securitization facility.  The sale of the aluminum suspension
components business will further reduce Hayes Lemmerz North
American OEM exposure.

Hayes Lemmerz is the holding company for operating entities in the
US and internationally and is the issuer of all rated obligations.
It is indirectly, wholly owned by Hayes Lemmerz International,
Inc.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
$2.2 billion.


HOME PRODUCTS: Court Approves Greystone and Branford as Auctioneer
------------------------------------------------------------------
The Honorable 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 Greystone Private Equity LLC and Branford Auctions
LLC as their auctioneer.

Greystone and Branford will conduct an auction to sell certain
assets located in El Paso, Tex., Chicago, Ill., and other
locations free and clear of all liens claims, interests, and
encumbrances.

The auctioneer will guarantee that the proceeds of the sale will
be at least $360,000.  If the proceeds are below that amount, the
auctioneer will pay the guaranteed amount.

If the proceeds will exceed the guaranteed amount, the proceeds
will be distributed: first, $65,000 will go to the auctioneer, and
second, the remaining 90% will go to the Debtors and the remaining
10% will go to the auctioneer.

The Debtors considered proposals from three other auctioneers and
determined that Greystone and Branford's offer is the most
favorable.

A full-text copy of the auctioneer agreement is available for free
at http://ResearchArchives.com/t/s?197c

Greystone and Branford assured the Court that their firms are
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.


HOME PRODUCTS: Court Approves Sale of Assets Through Auction
------------------------------------------------------------
The Honorable 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 sell certain assets free and clear of all liens claims,
interests, and encumbrances through an auction.

The assets are located in El Paso, Tex., Chicago, Ill., and other
locations

Greystone Private Equity LLC and Branford Auctions LLC will
conduct the auction.

A full-text copy of the assets to be auctioned are available for
free at http://ResearchArchives.com/t/s?1959

                      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.


HORIZONS AT SHREWBURY: Case Summary & 11 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Horizons at Shrewbury Commons, LLC
        197 Route 18 South, Suite 235S
        East Brunswick, NJ 08816

Bankruptcy Case No.: 07-11496

Type of Business: The Debtor is an affiliate of Kara Homes, Inc.

                  Kara Homes builds single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.  Kara Homes filed for chapter 11
                  protection on Oct. 5, 2006 (Bankr. D. N.J.
                  Case No. 06-19626).

                  24 affiliates filed their respective voluntary
                  chapter 11 petitions between the period of
                  Oct. 9 and Dec. 8, 2006.

Chapter 11 Petition Date: February 2, 2007

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets: $0

Total Debts:  $14,087,357

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Shoreline Grading, Inc.                                  $35,250
123 Bartlett Avenue
West Creek, NJ 08092

Art Associates Design Group                              $16,387
105 Church Street
Matawan, NJ 07747

Environmental Technologies                               $10,225
Groups Inc.
531 Route 32
Highland Mills, NY 10930

KenderianZilinski Associates                              $9,445

Township of Shrewsbury Tax                                $6,805

Township of Shrewsbury                                    $4,000

Thomas J. Brennan Architects                              $2,113

East Coast Site Work                                      $1,850

GeoTechnology Associates                                  $1,250

Russo Properties              Memorandum of              Unknown
                              Agreement

Township of Shrewsbury                                   Unknown


HSBC HOME: Fitch Holds Low-B Ratings on Four Certificate Classes
----------------------------------------------------------------
Fitch has affirmed these HSBC Home Equity mortgage pass-through
certificates:s

Series 2005-1

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AA'.

Series 2005-2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA'.

Series 2005-3

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA'.

Series 2005-OPT1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-'.

Series 2005-NC1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA+';
   -- Class M-3 affirmed at 'AA';
   -- Class M-4 affirmed at 'AA';
   -- Class M-5 affirmed at 'AA-';
   -- Class M-6 affirmed at 'A';
   -- Class M-7 affirmed at 'A-';
   -- Class M-8 affirmed at 'BBB+';
   -- Class M-9 affirmed at 'BBB+';
   -- Class M-10 affirmed at 'BBB';
   -- Class M-11 affirmed at 'BBB-';
   -- Class M-12 affirmed at 'BB+';
   -- Class M-13 affirmed at 'BB'.

Series 2005-I1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-'.

Series 2005-NC2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+';
   -- Class M-8 affirmed at 'BBB';
   -- Class M-9 affirmed at 'BBB-';
   -- Class M-10 affirmed at 'BB+';
   -- Class M-11 affirmed at 'BB'.

The collateral for the aforementioned transactions consists of
fixed- and adjustable-rate mortgages secured by first- and
second-lien residential properties, all extended to sub-prime
borrowers.  The originators for all transactions include HSBC, New
Century, Option One, and First Franklin.  The servicer for 2005-1,
2005-2, and 2005-3 is HSBC Finance Corporation, and JPMorgan Chase
Bank is servicer for the remainder.

The affirmations reflect a satisfactory relationship of credit
enhancement to future expected losses.  As of the January
distribution month, the transactions are seasoned between 17
months and 39 months and have pool factors ranging from
approximately 59% to 76%.  The cumulative losses as a percentage
of the original balance range from 0.01% to 0.18%.  The
overcollateralization amount is at target for all deals, with the
exception of series 2005-NC1 and 2005-NC2 which have suffered
small write-downs to OC due to periodic months when losses
exceeded excess spread.


INNER HARBOR: S&P Holds Junk Rating on $5.5 Mil. Class B-2 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class A-2L notes issued by Inner Harbor CBO 1999-1 Ltd., a high-
yield arbitrage CBO transaction managed by T. Rowe Price.

The rating withdrawal follows the complete paydown of the class A-
2L notes.

                         Rating Withdrawn

                   Inner Harbor CBO 1999-1 Ltd.

                        Rating                 Balance
                        ------                 -------
     Class          To          From     Current      Previous
     -----          --          ----     -------      --------
     A-2L           NR          AAA      $0.00        $15,580,000

                     Other Outstanding Ratings

                    Inner Harbor CBO 1999-1 Ltd.

                     Class    Rating       Balance
                     -----    ------    ------------
                     A-3L     AAA         $4,348,000
                     A-3      AAA        $13,380,000
                     A-4A     B-         $28,000,000
                     A-4B     B-         $10,000,000
                     B-2      CC          $5,500,000


INFOR GLOBAL: S&P Junks Rating on Proposed $1.275 Bil. Senior Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Alpharetta, Georgia-based Infor Global Solutions
Holdings Ltd.

At the same time, Standard & Poor's assigned its 'CCC' bank loan
rating and '5' recovery rating to Infor's proposed $1.275 billion
second-lien senior secured term loan, indicating Standard & Poor's
expectations of negligible recovery of principal by creditors in
the event of a payment default.

Standard & Poor's also affirmed its 'B' bank loan rating and '1'
recovery rating on Infor's $2.6 billion first-lien senior secured
bank facility, including a proposed $200 million add-on term loan.
The first-lien ratings indicate high expectation of full recovery
of principal in the event of a payment default.

The rating outlook is positive.

Pro forma for the proposed transaction, the company will have
approximately $3.7 billion in total funded debt outstanding.
Infor will use proceeds from the second-lien term loan and the
first-lien add-on to refinance its $1.425 billion senior secured
subordinated bridge facility.

"The ratings reflect Infor's limited track record following a very
aggressive acquisition strategy, and its high debt leverage," said
Standard & Poor's credit analyst Ben Bubeck.

"These factors are only partially offset by the company's leading
presence in its selected midmarket niche, a largely recurring
revenue base, and a broad and diverse customer base."

Infor is a global provider of enterprise applications software
and services designed to increase operating efficiency and
roductivity by automating key business processes.  The company
focuses primarily on midmarket customers within the discrete
manufacturing, process manufacturing, and distribution verticals.


IXIS REAL ESTATE: Moody's Rates Class B-4 Certificates at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by IXIS Real Estate Capital Trust 2007-HE1,
and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates issued in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans originated by First NLC
Financial Services, LLC, Master Financial, Inc, and various other
originators.  The ratings are based primarily on the credit
quality of the loans, and on the protection offered by
subordination, overcollateralization, excess spread, and an
interest rate swap agreement.

Moody's expects collateral losses to range from 4.7% to 5.2%.

Saxon Mortgage Services, Inc. will service the loans.  Wells Fargo
Bank, N.A. will act as master servicer.  Moody's has assigned
Saxon a servicer quality rating of SQ2+ as a primary servicer of
subprime residential mortgage loans.  Furthermore, Moody's has
assigned Wells Fargo Bank, N.A. its top servicer quality rating of
SQ1 as master servicer of residential mortgage loans.

These are the rating actions: :

   * IXIS Real Estate Capital Trust 2007-HE1

   * Mortgage Pass-Through Certificates, Series 2007-HE1

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class A-4, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class B-1, Assigned Baa1
                      Class B-2, Assigned Baa2
                      Class B-3, Assigned Baa3
                      Class B-4, Assigned Ba1


JARDEN CORP: Commences Tender Offer for 9-3/4% Sr. Notes Due 2012
-----------------------------------------------------------------
Jarden Corporation has commenced a cash tender offer for any and
all of its $180 million 9-3/4% Senior Subordinated Notes due 2012.

In conjunction with the offer, Jarden is also soliciting consents
to certain proposed amendments to the indenture governing the
Notes that would eliminate substantially all restrictive covenants
and eliminate related and certain other event of default
provisions in the indenture.  Any holder who tenders Notes
pursuant to the offer must also deliver a consent.  The offer and
solicitations are being made upon the terms and subject to the
conditions set forth in the related offer to Purchase and Consent
Solicitation Statement dated Jan. 29, 2007.
date.

Jarden has retained Lehman Brothers Inc. to serve as Dealer
Manager and Solicitation Agent, The Bank of New York to serve as
Tender Agent and Global Bondholder Services Corporation to serve
as Information Agent for the tender offer and consent
solicitations.

                      About Jarden Corporation

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

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2007,
Standard & Poor's Ratings Services affirmed it B+ corporate credit
rating on Jarden Corp.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service affirmed its B1 corporate family ratings
for Jarden Corporation and assigned a B3 rating and LGD5, 86% loss
given default assessment to the company's proposed $400 million
subordinated note issue.


KL INDUSTRIES: Disclosure Statement Hearing Continued to March 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued to 10:30 a.m. on March 6, 2007, the hearing to consider
the adequacy of KL Industries Inc.'s Disclosure Statement
explaining its Chapter 11 Plan of Reorganization.

                        Summary of the Plan

The Plan provides for the liquidation of all the Debtor's property
and for a distribution of that property consistent with Section
726 of the Bankruptcy Code.

On the Plan's effective date, the Debtor's cash and assets that
are not sold or disposed will be transferred to a Liquidating
Trust that will be administered for the benefit of all Holders
with Allowed Claims.

                        Treatment of Claims

Under the Plan Holders of Non-Priority Tax Claims will be paid in
full.

LaSalle Bank's Secured Claim, estimated at $6 million as of the
Debtor's bankruptcy filing, will paid using the proceeds of the
sale its collateral.

Holders of Other Secured Claims, at the Debtor's election, will
recevie:

    -- the collateral securing their claim or

    -- the liquidation proceeds of the collateral securing their
       claim less costs of liquidation.

Holders of General Unsecured Claims will receive their pro rata
share of the liquidation proceeds after payment in full of allowed
non-tax priority claims.  The Debtor tells the Court that in its
schedules of assets and liabilities, it listed unsecured claims at
$5.1 million.  However, the claims register maintained by the
Court shows that as of Oct. 6, 2006, general unsecured claims
totaled approximately $7.1 million.  The Debtor estimates that
unsecured creditors will receive around 0% to 20% of their claims.

Holders of Untimely Filed Claims will not receive anything under
the Plan.

Equity Interests Holder will also not receive anything under the
Plan and those interests will be cancelled.

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

   http://www.researcharchives.com/bin/download?id=061024213220

                     About KL Industries

Based in Addison, Illinois, KL Industries Inc. manufactures
springs, assemblies and other products for the automotive and
electronic markets.  The Company does business as KL Spring &
Stamping Division, KL Spring Division, KL Stamping Division, KL
Assembly Division and American Metal Forming Division.

The company filed for bankruptcy protection on May 2, 2006 (Bankr.
N.D. Ill. Case No. 06-04882).  Peter J. Roberts, Esq., and Steven
B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin
LLC represent the Debtor in its restructuring efforts.  Daniel J.
McGuire, Esq., at Winston & Strawn LLP represents the Official
Committee of Unsecured Creditors.  CM&D Capital Advisors LLC is
the Debtor's financial Advisor.  In its schedules of assets and
liabilities, the Debtor listed $10,462,451 in total assets and
$11,898,913 in total liabilities.


LEAR CORPORATION: Carl Icahn Makes $36 per Share Acquisition Offer
------------------------------------------------------------------
Lear Corporation disclosed Monday that following discussions with
the company, American Real Estate Partners LP, an affiliate of
Carl C. Icahn, has made an offer to acquire all of the issued and
outstanding shares of Lear Corporation for $36.00 per share in
cash.

Any transaction would be subject to negotiation and execution of
definitive documentation and other conditions.  Lear's Board of
Directors is expected to formally consider the acquisition
proposal following the conclusion of on-going negotiations.

The acquisition proposal contemplates that Bob Rossiter, Lear's
chairman and CEO, and the rest of the senior management team will
remain with the Company.

No assurances can be given that definitive documentation will be
entered into or that the proposed transaction will be consummated
on the terms contemplated or at all.

Southfield, Mich.-based Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- supplies automotive interior systems and
components.  Lear provides complete seat systems, electronic
products, electrical distribution systems, and other interior
products.  The company has 104,000 employees at 275 locations in
33 countries.


LEAR CORP: Icahn Acquisition Offer Prompts Fitch's Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed Lear Corporation on Rating Watch Negative
as:

   -- Issuer Default Rating 'B'; and,
   -- Senior unsecured debt 'B/RR4'.

Fitch's rating action follows Lear's report that after discussions
with Carl Icahn, his affiliate, American Real Estate Partners LP,
has made an offer to acquire the company.  Lear's 'BB/RR1' rated
senior secured revolving credit facility and senior secured term
loan are both unaffected as they contain 'change-of-control'
clauses.  If an acquisition is completed, Lear would most likely
need to renegotiate an entirely new bank agreement.

Lear's revolving credit agreement gives the company healthy
liquidity, crucial during the currently volatile environment being
experienced by the industry.  However, Fitch is concerned that as
part of an acquisition, the amount of Lear's total debt could
potentially increase, resulting in reduced liquidity and greater
default risk.  In addition, if incremental debt were secured, the
position of the senior unsecured debtholders would be impaired.

The Rating Watch Negative will be resolved following Fitch's
assessment of any resulting changes in Lear's capital structure
and liquidity.

Lear completed financing arrangements during 2006 which ensures
that the company will have good liquidity, relaxed covenants and
no major maturities while restructuring its operations in the near
term.

However, Lear faces very difficult conditions in the U.S. market
due to declining domestic manufacturers' production levels, high
commodity costs and restructuring costs.  Lear is a major seating
and interior products supplier to domestic passenger truck
programs that have fallen from consumer favor.  New business wins
and reduced capital expenditures should help support operating
results during the restructuring process in the near term.
However, new business backlog after 2007 drops off substantially.
The formation of a joint-venture to which Lear will contribute its
interiors operations is viewed as a positive due to that unit's
operating losses and high capital expenditure requirements,
despite the financial commitments associated with the agreement.


LEAR CORPORATION: Icahn Offer Cues Moody's to Review Ratings
------------------------------------------------------------
Moody's Investors Service placed the long term ratings of Lear
Corporation, corporate family rating at B2, under review for
possible downgrade.  The company's speculative grade liquidity
rating of SGL-2 was affirmed.

The action follows disclosure that American Real Estate Partners
LP, an affiliate of Carl C. Icahn, has made an offer to acquire
all of the common stock of Lear.  The offer would value Lear's
equity at approximately $2.6 billion.  Lear has reported that its
board of directors may formally consider the proposal following
any negotiations between the parties.  Funds controlled by Mr.
Icahn held approximately 15.77% of Lear's stock following their
investment of $200 million in newly issued shares during the
fourth quarter of 2006.  Mr. Vincent Intrieri represents Mr.
Icahn's interests on Lear's board of directors and is one of 11
members of the board.

The review will focus on the prospective impact to Lear's credit
metrics and financial strategies which may result should a
transaction be agreed.  In particular, it will consider the extent
of any leverage deployed, the resultant impact on cash flows, as
well as any related terms and conditions.

Lear's current ratings include a B2 Corporate Family Rating with a
stable outlook and a Speculative Grade Liquidity rating of SGL-2.
$1 billion of secured bank term loans are rated B2, LGD2, 50% with
some $1.4 billion of unsecured notes rated B3, LGD4, 61%.

Change in control provisions under the bank documentation would be
triggered were the transaction to proceed.  Provisions in Lear's
$900 million of new unsecured notes issued in late 2006, deem
funds controlled by Mr. Icahn as a "Permitted Holder" and would
not have a change in control event.  Indentures covering Lear's
$0.5 billion of other unsecured notes would permit a change of
control provided Lear is the surviving corporation and the merger
would be with a domestic corporation.  Indentures for the
unsecured notes contain differences in permissible lien baskets
and could fare differently with respect to security arrangements
in a prospective capital structure.

Lear Corporation, headquartered in Southfield, Michigan, is
focused on providing complete seat systems, electrical
distribution systems and various electronic products to major
automotive manufacturers across the world.  The company had
revenues of $17.8 billion in 2006 and has 275 facilities in
33 countries with 104,000 employees.


MAGNOLIA VILLAGE: Asset Sale Hearing Scheduled for February 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada set a hearing
at 9:30 a.m. on Feb. 15, 2007, to consider approval for the sale
of Magnolia Village, LLC and its debtor-affiliates real
properties.

The Debtors want to sell:

    * Magnolia Village - property, commonly referred to as
      Magnolia Village, located at 6900 South McCarran Boulevard
      in Reno, Nevada.

    * Magnolia Double R. I, LLC - three commercial buildings and
      two vacant land parcels located at Sandhill Drive in Reno,
      Nevada.

    * Magnolia South Meadows III, LLC - an 18,565 sq. ft. office
      building at 9785 Gateway Drive in Reno, Nevada.

    * Magnolia Meadows South IV, LLC - an 18,784 sq. ft. office at
      595 Double Eagle Court in Reno, Nevada.


Magnolia Village wants to sell the property at $24,000,000 subject
to better and higher offers.  The debtor-affiliates are offering
$22,362,500 for the real property holdings.

For additional information, interested parties may contact:

         Gloria Sheehan
         730 Sandhill Road, Suite 125
         Reno, Nevada 89509
         Tel: (775) 851-7177

Headquartered in Reno, Nevada, Magnolia Village, LLC, is a
luxurious resort-style Class A Office Park.  The Company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-50649).  When Magnolia Village filed
for protection from its creditors, it listed estimated assets
between $10 million and $50 million and debts between $100,000 to
$500,000.


MAJESCO ENTERTAINMENT: Goldstein Golub Raises Going Concern Doubt
-----------------------------------------------------------------
Goldstein Golub Kessler LLP in New York, NY, expressed substantial
doubt about Majesco Entertainment Company's ability to continue as
a going concern after auditing the company's financial statements
for the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's net losses.

Majesco Entertainment Company reported a $5.366 million net loss
on $66.683 million of revenues for the year ended Oct. 31, 2006,
compared with a $72 million net loss on $59.716 million of
revenues for the year ended Oct. 31, 2005.

The company reported an operating loss of $2.995 million in fiscal
2006, which included one-time settlement gains of $4.753 million,
capitalized costs write-off of $2.375 million and stock-based
compensation expense of $2.2 million.  This compared with an
operating loss of $70.190 million in fiscal 2005, which included
capitalized cost write-offs of $26.281 million.

The decrease in operating loss is attributable to substantially
reduced development costs, significantly decreased marketing
costs, and lowered fixed costs.

At Oct. 31, 2006, the company's balance sheet showed
$15.011 million in total assets, $13.262 million in total
liabilities, and $1.749 million in total stockholders' equity.

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?1979

                     Cash and Cash Equivalents

At Oct. 31, 2006, the company had cash and cash equivalents of
$3.794 million compared to cash and cash equivalents of
$2.407 million at Oct. 31, 2005.

                   About Majesco Entertainment

Headquartered in Edison, NJ, Majesco Entertainment Company
(NASDAQ: COOL) -- http://www.majescoentertainment.com/-- provides
digital entertainment products and content, with a focus on
publishing video games for leading portable systems and the
Wii(TM) console.  Current product line highlights include Cooking
Mama for the Nintendo DS(TM), Bust-A-Move Bash! for the Wii(TM)
console and JAWS(TM) Unleashed, as well as digital entertainment
products like Strawberry Shortcake(TM) Dance Dance Revolution(R).


MASSACHUSETTS HEALTH: Fitch Holds BB Rating on $26.7 Million Bonds
------------------------------------------------------------------
Fitch has affirmed the 'BB' rating on approximately $26.7 million
of Massachusetts Health and Educational Facilities Authority,
revenue bonds, series 2004.

Fitch does not rate the $21.3 million of outstanding series 1996
and 1999 bonds.

The Rating Outlook is revised to Positive from Negative.

The rating affirmation at 'BB' and Positive Outlook reflect
Northern Berkshire Healthcare's improved operating performance in
fiscal 2006 which was the result of the implementation of a
financial and operational improvement plan and the transition to a
new management team.

Under the direction of a turnaround consultant, FTI Cambio Health
Solutions, NBH is on track to realize an annualized $4.4 million
improvement to earnings before interest, taxes, depreciation, and
amortization, which will exceed the original target of
$3.5 million.  The turnaround initiatives have focused primarily
on case management, FTE reductions, and labor productivity, denial
management and coding, and managed care renegotiations.

Current initiatives resulted in an operating income improvement of
$3.8 million for fiscal 2006 over 2005.  For 2006, NBH posted a
negative operating margin of 1.6%, comparing favorably to a
budgeted negative 2.0%, and up from 2005's negative 7.0%.  EBITDA
margin improved to 7.8% from 3.8%, resulting in maximum annual
debt service coverage of 1.5x.  The positive operating trend has
continued through the first quarter of fiscal 2007.

For fiscal 2007, NBH budgeted a positive 1.0% operating margin,
which Fitch believes is achievable given the amount of cost-saving
opportunities identified but not yet implemented.  In fiscal 2007,
NBH will benefit from a one-time $2 million essential community
hospital grant, and will begin to receive additional reimbursement
through the Medicare-dependent hospital program, which management
estimates will add net revenues of $800 thousand on an annualized
basis.  The latter item is not included in the 2007 budget.

NBH has installed a new senior management team and has
significantly reconstituted its board of trustees; Fitch views
both developments positively.

The current CEO started in April 2006 and an interim CFO started
in June 2006.  In addition, NBH is in the final stages of hiring a
new permanent CFO.  In concert with the Cambio engagement, the
management team and board have focused on improving governance,
accountability, and financial results, and are developing
strategies for regionally expanding selected services.  NBH has
extended the engagement with Cambio through Dec. 31, 2007 in order
to ensure a successful transition.

A rating upgrade to 'BB+' may be warranted over the next two years
if NBH is able to generate additional improvement to operating
profitability and liquidity.  Ongoing strengths include the
hospital's location in a rural, isolated area, with a market share
that has remained above 70% over the past five years.  The nearest
competitor, Berkshire Medical Center, is approximately 25 miles
away and had only 16.7% market share.

The service area has a large elderly population with 19% of the
primary service area over 65 years of age, a cohort that typically
requires greater health care services.  In addition, acute
discharges, outpatient surgeries, and emergency room visits
demonstrated solid growth in fiscal 2006 and the first quarter of
fiscal 2007.  This improvement is attributed to the completion of
the expansion and upgrade to the hospital's facilities in 2006, as
well as improved classification of observation visits.

Primary concerns include NBH's historical operating losses, weak
liquidity levels, and high debt burden. NBH has generated
operating losses every year since fiscal 2000.  In addition,
losses at the non-acute-care business lines have diminished the
recent improvements that have been realized at the hospital.

As a result, liquidity levels are weak with unrestricted cash and
investments of $13.1 million at Dec. 31, 2006, translating into
65.6 days cash on hand and cash to debt of 23.8%.  However, these
levels are improved from Sept. 30, 2005, which had 53.7 days and
18.9%, respectively.  Further, NBH's debt burden remains high with
MADS at 5.7% of revenues and debt to capitalization of 90.4% in
Dec. 31, 2006.

NBH is located in North Adams, Massachusetts with North Adams
Regional Hospital, Sweetwood Continuing Care Retirement Community,
and Sweet Brook Care Centers as the main revenue generating
components.  Operating revenue of the health system was
$75 million in fiscal 2006.

NBH covenants to provide quarterly disclosure to bondholders,
which includes a consolidated and consolidating balance sheet,
income statement, utilization statistics, and management
discussion and analysis.  Financial disclosure is disseminated
through the nationally recognized municipal securities information
repositories.


MASTERCRAFT INTERIORS: Can Reject Nazario, Lexus & FSG Leases
-------------------------------------------------------------
The Honorable Paul Mannes of the U.S. Bankruptcy Court for the
District of Maryland has permitted Mastercraft Interiors, Ltd., to
reject its leases with:

   * Nazario Corporation, Joseph Nazario, and Nazario Development
     & Company;

   * Lexus Financial Services; and

   * FSG Leasing, Inc.

The Debtor leased 123,928 square feet from Nazario at 6700 and
6800 Distribution Drive in Beltsville, Maryland.

The Debtor and Douglas Gomez, president and 90% shareholder of
Mastercraft Interiors, co-leased a 2005 Lexus LS 430.  Mr. Gomez
assumed making the lease payments to Lexus since the Debtor's
bankruptcy filing on May 15, 2006.  Mr. Gomez intends to continue
making the monthly payments to Lexus in accordance with the terms
of the Lease.

The Debtor leased certain forklifts, warehouse racks, and computer
equipment from FSG.

The Debtor is liquidating its assets and will no longer need the
leased space, vehicle, and equipment.

                   About Mastercraft Interiors

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.
-- http://www.mastercraftinteriors.com/-- manufactures furniture
and other home furnishings.  The Company and its subsidiary,
Kimels of Rockville, Inc., filed for bankruptcy on May 15, 2006,
(Bankr. D. Md. Case No. 06-12769).  Morton A. Faller, Esq.,
Michael J. Lichtenstein, Esq., and Stephen A. Metz, Esq., at
Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent the
Debtors in their liquidation efforts.  Bradford F. Englander,
Esq., at Linowes and Blocher LLP, represents the Official
Committee Unsecured Creditors.  When Mastercraft Interiors filed
for bankruptcy, it reported assets amounting to $10,600,288 and
debts amounting to $25,485,847.  Kimels of Rockville reported
assets totaling $704,227 and debts amounting to $10,341,704 when
it filed for bankruptcy.

Harold Hackerman was appointed as examiner in the chapter 11 cases
of Mastercraft Interiors, Ltd., and Kimels of Rockville, Inc.  The
Debtors and the Creditors Committee filed a Disclosure Statement
explaining their Chapter 11 Joint Plan of Liquidation late 2006.


MERIDIAN AUTOMOTIVE: Committee's Suit Against Lenders Dismissed
---------------------------------------------------------------
The Adversary Proceeding among the Official Committee of Unsecured
Creditors, the holders of Prepetition First Lien Claims, and the
holders of Prepetition Second Lien Secured Claims is dismissed,
with prejudice, on the Effective Date pursuant to the order
confirming Meridian Automotive Systems Inc. and its affiliates'
Fourth Amended Joint Plan of Reorganization, Gregory A. Taylor,
Esq., at Ashby & Geddes, in Wilmington, Delaware, notifies the
U.S. Bankruptcy Court for the District of Delaware.

The Confirmation Order provides, among other things, that on the
Effective Date, the Lien Avoidance Release will be approved in
favor of:

   (i) the First Lien Lenders and the First Lien Agent; and
  (ii) the Second Lien Lenders, the Second Lien Agent and
       Predecessor Agent.

The Confirmation Order further provides that the Lien Avoidance
Action will be dismissed with prejudice.

As reported in the Troubled Company Reporter on Sept. 9, 2005, the
Official Committee of Unsecured Creditors, on Meridian
Automotive Systems, Inc., and its debtor-affiliates' behalf, wants
to avoid certain liens and claims of:

    * Credit Suisse First Boston, both as agent and individually,
    * Goldman Sachs Credit Partners L.P., as agent & individually,
    * ABN AMRO Bank NV,
    * ABN Amro,
    * Anchorage Capital Master Offs,
    * Anchorage Capital,
    * Bank of America NA,
    * Bank of America NT & SA,
    * Bank of America,
    * Barclays Bank PLC,
    * Bear Stearns Asset Management,
    * Bear Stearns Investment Produc.,
    * Black Diamond Capital Management LLC,
    * Black Diamond CLO 2000-1 Ltd,
    * Breakwater Fund Management, LLC,
    * Breakwater Master Fund Ltd.,
    * Carlyle Loan Opportunity FD,
    * Carlyle,
    * Caspian Capital,
    * Cerberus Partners (Madeleine),
    * Cerberus Partners LP,
    * Citibank International,
    * Citigroup Financial Products,
    * Citigroup Partners LP,
    * Comac Acquisition,
    * Credit Suisse International,
    * Credit Suisse,
    * CSFB International (Trading),
    * Davidson Kempner Partners,
    * Deutsche Bank Trust Co America,
    * Deutsche Bank,
    * DK Acquisition Partners L.P.,
    * Fernwood Associates LLC,
    * Fernwood Foundation Fund LLC
    * Fernwood Restructurings Ltd,
    * Goldman Sachs Asset Management,
    * Goldman Sachs Credit PTS LP,
    * Grand Central Sil Series,
    * GSC Partners,
    * GSC Recovery II LP,
    * GSC Recovery IIA LP,
    * Intermarket Management Corp.,
    * JME Management LLC,
    * JME Offshore Opportunity FD,
    * JME Offshore Opportunity II,
    * JP Morgan Chase Bank,
    * JP Morgan Chase,
    * Lehman Brothers Inc.
    * Lehman Commercial Paper, Inc.,
    * Longhorn CDO (Cayman) Ltd,
    * Mariner Atlantic,
    * Merrill Lynch Asset Management,
    * Morgan Stanley Broker/Dealer,
    * Morgan Stanley Senior Funding,
    * Oppenheimer & Co. (New York),
    * Oppenheimer Senior FL Rate,
    * Quadrangle Group LLC,
    * Quadrangle Master Funding Ltd,
    * Quantum Partners LDC,
    * Satellite Asset Management LP,
    * Satellite Senior Income Fund,
    * SilverPoint Capital,
    * Sol Loan Funding LLC,
    * Soros Partners,
    * Stanfield Capital Partners,
    * Stanfield Modena CLO Ltd,
    * Stanfield Quattro,
    * Stanfield RMF/ Transatlanticcdo,
    * Stonehill Capital Management,
    * Stonehill Institutional Partners,
    * Stonehill Investment,
    * TRS Callistro LLC,
    * TRS Stark LLC,
    * TRS SVCO LLC,
    * ULT CBNA Loan Funding LLC,
    * Wachovia Bank NA,
    * Wachovia Bank of NC,
    * Watershed Cap Inst Partners LP,
    * Watershed Capital Partners (Offshore),
    * Watershed Capital Partners LP,
    * Windward Capital, L.P.,
    * XER Cap PR AC Xerion PRT I LLC,
    * Xerion Capital Partners,
    * Xerion Partners II Master Fund, and
    * XL RE Ltd, and
    * some unidentified lenders.

                   The First Lien Credit Agreement

On April 28, 2004, Meridian Automotive Systems, Inc., entered
into a First Lien Credit Agreement with:

    * Credit Suisse First Boston, as First Lien Administrative
      Agent and First Lien Collateral Agent;

    * Goldman Sachs Credit Partners L.P., as Syndication Agent;
      and

    * certain additional lenders party thereto from time to time.

Pursuant to the First Lien Credit Agreement, the First Lien
Lenders made available to MASI a $75 million revolving credit
facility and a Tranche B Term Loan in the principal amount of
$235 million.

MASI and all of its affiliates that are guarantors under the
First Lien Credit Facility; and CSFB, as First Lien Collateral
Agent, also entered into a First Lien Guarantee And Collateral
Agreement dated April 28, 2004.  Under the First Lien Collateral
Agreement, the First Lien Guarantors granted a security interest
to CSFB for the ratable benefit of the First Lien Lenders in
substantially all assets of the First Lien Guarantors, including
all Investment Property as defined in the First Lien Collateral
Agreement.

Pursuant to a U.C.C. Financing Statement filed with the Delaware
Department of State on Apr. 28, 2004, CSFB asserted a lien on
all assets of Meridian Automotive Systems Composites Operations,
Inc.

On Oct. 18, 2004, CSFB filed a U.C.C. Termination Statement
with the Delaware Department of State, terminating and releasing
CSFB's lien with respect to all assets of Meridian Composites.

Pursuant to a U.C.C. Financing Statement filed with the Delaware
Department of State on April 21, 2005, CSFB asserted a lien on
all of Meridian Composites' assets.

                    The Second Lien Credit Agreement

On Apr. 28, 2004, MASI also entered into a Second Lien Credit
Agreement with:

    * CSFB, as Second Lien Administrative Agent and Second Lien
      Collateral Agent;

    * Goldman Sachs, as Syndication Agent; and

    * 20 lenders party thereto from time to time.

Pursuant to the Second Lien Credit Agreement, the Second Lien
Lenders made available to MASI a Tranche C Term Loan in the
aggregate principal amount of $175 million.

MASI and all of its affiliates that are guarantors under the
Second Lien Credit Facility and CSFB, as Second Lien Collateral
Agent, also entered into a Second Lien Guarantee And Collateral
Agreement dated as of Apr. 28, 2004.  Under the Second Lien
Collateral Agreement, the Second Lien Guarantors granted a
security interest to CSFB for the ratable benefit of the Second
Lien Lenders in substantially all assets of the Second Lien
Guarantors, including all Investment Property.

Section 5.8 of the First Lien Collateral Agreement and Second Lien
Collateral Agreement limits the Lien Lenders' security interest in
the stock of any Foreign Subsidiary to 65% of that stock to the
extent necessary to avoid adverse tax consequence to any Grantor.

                         Avoidance Action

Pursuant to the DIP Order, the Official Committee was authorized
and had standing to file and prosecute an adversary proceeding
avoiding the First and Second Lien lenders' claims.

(A) Avoidance as a Preferential Transfer the First Lien Lenders'
     Asserted Lien on All Assets of Meridian Composites

     The Preferential Composites Financing Statement purported to
     perfect a security interest in all assets of Composites in
     favor of CSFB for the ratable benefit of the First Lien
     Lenders.

     The Preferential Composites Transfer:

        (i) occurred within the 90 days prior to the Petition
            Date;

       (ii) constitutes a transfer of an interest in one or more
            of the Debtors' property;

      (iii) was for the benefit of the First Lien Lenders, each of
            whom was a creditor of one or more of the Debtors
            prior to and at the time the Preferential Composites
            Transfer was made;

       (iv) was on account of one or more antecedent debts owed by
            the Debtors to the First Lien Lenders before the
            Preferential Composites Transfer was made;

        (v) was made while the Debtors, including Meridian
            Composites, were insolvent;

       (vi) will enable the First Lien Lenders to receive more
            than they would have if:

            -- the Debtors' Chapter 11 cases were cases under
               Chapter 7 of the Bankruptcy Code;

            -- the Preferential Composites Transfer had not been
               made; and

            -- the First Lien Lenders received payment of their
               debts under the provisions of the Bankruptcy Code.

     Thus, the Committee is entitled to a Court judgment avoiding,
     recovering, and preserving for the benefit of the Debtors'
     estates the Preferential Composites Transfer or its value.

(B) Declaration of the Extent of the Guarantees Given by the
     Debtors for the First and Second Lien Lenders' Benefit

     Pursuant to the First Lien and Second Lien Collateral
     Agreements, each Guarantor's guarantee of MASI's obligations
     under the First Lien Facility and the Second Lien Facility is
     limited to the amount, which can be guaranteed by the
     Guarantor under applicable federal and state laws relating to
     the insolvency of debtors.

     Thus, any claims by the First Lien Lenders or the Second Lien
     Lenders against each of the Guarantors under the two Lien
     Collateral Agreements can be no greater than the equity value
     of each Guarantor as of their bankruptcy filing.

(C) Declaration and Avoidance of the First Lien Lenders' and
     Second Lien Lenders' Security Interests in the Stock of
     MASI's Foreign Subsidiaries

     Each Grantor under the First Lien Collateral Agreement and
     Second Lien Credit Agreement would suffer adverse tax
     consequences if the First Lien Lenders and Second Lien
     Lenders hold a security interest in excess of 65% of the
     Pledged Stock of the Foreign Subsidiaries.

(D) Declaration and Avoidance of First Lien Lenders' and Second
     Lien Lenders' Security Interests in Certain Assets of the
     Debtors

     The First Lien Lenders and Second Lien Lenders asserted that
     they held a valid, perfected and enforceable security
     interest in:

        (1) certain assets of the Debtors which are located
            outside of the United States, including certain
            patents and patent applications registered or pending
            in various foreign countries;

        (2) certain vehicles owned by the Debtors;

        (3) the capital stock of Meridian Automotive Systems - DO
            Brasil LTDA;

        (4) three real properties owned by the Debtors:

               * 5214 Kraft Ave., Grand Rapids, Michigan;
               * 5292 Kraft Ave., Grand Rapids, Michigan; and
               * Grand River Ave., Fowlerville, Michigan;

        (5) the capital stock of Meridian Automotive Systems, S.
            de R.L. de C.V, MASM Employee Leasing Company, S. De
            R.L. de C.V., and MASM Employee Leasing Company
            Muzquiz Operations, S. De R.L. de C.V; and

        (6) the assets owned by Meridian Automotive Systems -
            Mexico Operations, LLC.

     The First Lien Lenders and Second Lien Lenders have not taken
     the necessary steps to perfect any security interests they
     may have been granted in the Debtors' assets.  Therefore, the
     First Lien Lenders and Second Lien Lenders do not hold valid,
     perfected and enforceable security interests in the Debtors'
     assets.

(E) Declaration that the Lien Collateral Agreements are Void for
     Lack of Consideration with Respect to Meridian Automotive
     Systems - Mexico Operations, LLC

     When MAS-Mexico executed the First Lien Collateral Agreement
     and Second Lien Collateral Agreement in June 2004, MAS-Mexico
     received no consideration from the First Lien Lenders and
     Second Lien Lenders.

     Thus, MAS-Mexico's pledge of its capital stock and guarantee
     of MASI's obligations under the First Lien Facility and
     Second Lien Facility is voidable for lack of consideration.

The Committee asks the U.S. Bankruptcy Court for the District of
Delaware to enter a judgment declaring:

    (1) void any security interest of the First Lien Lenders in
        the Centralia Facility;

    (2) that any interest of the First Lien Lenders and Second
        Lien Lenders in the stock of the Guarantors is limited to
        the equity value of the Guarantors as of the Petition
        Date, and the equity value of each of the Guarantors;

    (3) any security interest of the First Lien Lenders and Second
        Lien Lenders in the Pledged Stock of the Foreign
        Subsidiaries is limited to 65%, or the lesser amount as is
        appropriate, of the total capital stock of the Foreign
        Subsidiaries;

    (4) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Foreign Assets;

    (5) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Vehicles;

    (6) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the capital stock of MAS-Brazil;

    (7) that the First Lien Lenders and Second Lien Lenders have
        no lien in the Debtors' Michigan Real Property;

    (8) the First Lien Collateral Agreement and Second Lien
        Collateral Agreement void for lack of consideration with
        respect to MAS-Mexico:

          -- avoiding any security interest asserted by the First
             Lien Lenders and Second Lien Lenders in the capital
             stock of MAS-Mexico; and

          -- disallowing all claims of the First Lien Lenders and
             Second Lien Lenders against MAS-Mexico; and

    (9) that the Second Lien Lenders have no security interest in
        MAS-Mexico's assets.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  Judge Walrath confirmed the Revised Fourth
Amended Reorganization Plan of Meridian on Dec. 6, 2006.  Meridian
emerged from bankruptcy protection on Dec. 29, 2006.  (Meridian
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Plastech Compelled to Repay $1.25 Mil.
-----------------------------------------------------------------
Meridian Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to direct
Plastech Engineered Products Inc. to immediately repay $1,250,000
as the full amount of the Plastech Trade Payment.

Before their bankruptcy filing, the Debtors were contracted by
Ford Motor Company to produce bumper systems for the Ford
Expedition as part of Ford's U222 program.

An essential component of the Expedition's bumper systems are
plastic fascias for which the Debtors did not have the tooling to
produce in the years 2002 to 2006, Edward J. Kosmowski, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
relates.

As a result, the Debtors engaged Plastech Engineered Products
Inc. to produce the Ford U222 Fascias for the years 2002 to
2006.

Under the parties' agreement, Plastech was to continue supplying
the Ford U222 Fascias to the Debtors until after 2006, as
necessary, to enable them to manufacture service parts for the
Ford Program.  Plastech was to sell the Ford U222 Fascias to the
Debtors at production prices plus actual cost differential for
packaging and manufacturing the parts.

Moreover, the parties entered into a Critical Vendor Trade
Agreement, pursuant to which the Debtors paid Plastech $1,250,000
on account of the then-outstanding invoices for prepetition goods
it supplied to the Debtors.  In return, Plastech agreed, among
other things, to continue supplying the Ford U222 Fascias to the
Debtors.

The Trade Agreement also provides that if Plastech failed to
supply goods to the Debtors on customary trade terms, it would be
obligated to disgorge any portion of the Plastech Trade Payment
in excess of any unpaid postpetition amounts.

Mr. Kosmowski tells the Court that despite the Debtors' repeated
requests for timely and complete delivery of the Ford U222
Fascias, Plastech has continually failed to supply the Fascias in
accordance with the terms of the Trade Agreement since June 2006.
Also, on at least two occasions, Plastech demanded changes in
pricing outside the terms of the Trade Agreement, Mr. Kosmowski
adds.

After extensive discussions with the Debtors and Ford in December
2006, Plastech agreed to transfer all of the tooling necessary to
manufacture the Ford U222 Fascias to the Debtors so that the
Debtors could produce them.  Currently, the Debtors produce all
the Ford U222 Fascias.

Plastech's failure to supply the Ford U222 Fascias to the Debtors
in accordance with the terms of their Trade Agreement caused
significant disruption to the Debtors' business relations with
Ford, Mr. Kosmowski asserts.  Plastech's failure to supply the
Facias timely is also a breach to the parties' contract, Mr.
Kosmowski maintains.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  Judge Walrath has confirmed the Revised Fourth
Amended Reorganization Plan of Meridian. (Meridian Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERRILL LYNCH: Improved Performance Cues DBRS to Upgrade Ratings
----------------------------------------------------------------
Dominion Bond Rating Service upgraded these classes of Merrill
Lynch Financial Assets Inc. Commercial Mortgage Pass-Through
Certificates, Series 2003-Canada 10.  All trends are Stable.

   -- Class C to AA from AA (low)
   -- Class D-1 to A from BBB (high)
   -- Class D-2 to A from BBB (high)
   -- Class E-1 to BBB (high) from BBB
   -- Class E-2 to BBB (high) from BBB
   -- Class F to BBB (low) from BB (high)
   -- Class G to BB (high) from BB
   -- Class H to BB from BB (low)

The remaining classes were confirmed: Classes A-1, A-2, B, XP-1,
XC-1, XP-2 and XC-2 at AAA; Class J at B; and Class K at B (low).

The upgrades follow the defeasance of the sixth largest loan,
Toronto Office Portfolio, along with improved performance on many
of the loans.

All 55 loans remain in the pool and are current. In addition, two
other top ten loans were fully defeased with Government of Canada
Securities.  The weighted-average debt service coverage ratio for
the pool has improved to 1.63x from 1.46x at issuance and the
weighted-average loan-to-value has improved from 63.5% at issuance
to 58.4%.  Two loans are shadow-rated by DBRS -- Sheridan Centre
and Richmond Centre North.

The deal is highly concentrated in retail properties and
properties located in the province of Ontario.  Thirty-three of
the 55 loans provide recourse to the borrower/guarantor.

Two loans, 6.5% of the pool, are on the DBRS HotList. Lawrence
Terrace has a DSCR below 1x, a decrease in occupancy and deferred
maintenance.  The other loan, Shaganappi Village Shopping Centre,
has been assumed but the loan is in technical default because the
loan was transferred without lender consent. Both loans will
respectively remain on the DBRS HotList until loan performance
improves and the technical default is cured.


MERRILL LYNCH: DBRS Holds Class F Certificates' Rating at BB Neg.
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of Merrill Lynch
Mortgage Loans Inc. Commercial Mortgage Pass-Through Certificates,
Series 1998-Canada 1:

Ratings Confirmed

   -- Class A-2 at AAA Stb
   -- Class B at AAA
   -- Class X at AAA Stb
   -- Class E at BBB (low) Stb
   -- Class F at BB Neg

Ratings Upgraded

   -- Class C to AAA Stb
   -- Class D to AA (low) Stb

In addition, DBRS confirmed five classes: Classes A-2, B and X at
AAA; Class E at BBB (low); and Class F at BB.  The trends on all
classes are Stable, except for Class F, which has a Negative
trend.  DBRS does not rate the first-loss $4.7 million Class G,
and has discontinued ratings on Class A-1 as it was repaid.

The action follows the prepayment of four loans, which occurred
between November 2006 and January 2007 and helped increase credit
support levels.

The pool paid down 61% since issuance and has 14 loans remaining;
as such it is highly concentrated.  The ten largest loans in the
pool now represent 90.8% of the current pool balance.  The pool's
performance is increasingly dependent upon its largest loan,
Portage Place Shopping Centre, which represents 18% of the current
pool balance and is on the DBRS HotList for a DSCR below 1x.  The
pool is concentrated in loans secured by retail properties, which
account for 62.7% of the current pool balance.  The weighted-
average debt service coverage ratio for the pool is 1.58x, which
has increased from 1.56x at issuance.

Despite the positive credit events resulting in upgrades to
Classes C and D, the trend for Class F remains Negative because of
the challenged performance of Portage Place Shopping Centre.
Since 2002, the performance of Portage Place Shopping Centre has
declined and the net operating income DSCR for the last three
years was below 1x.  The net cash flow DSCR of the loan was 0.71x
as of first quarter 2006.  Despite high occupancy, revenue remains
flat at the property, and it will be necessary for the property
manager to re-lease 2007 and 2008 rollover space at significant
premiums to facilitate the refinance obligation.  This is
especially important in 2007, as leases representing 25% of
NRA expire, including those of the second and third largest
tenants.

The second largest loan, the King's Health Centre, is fully
amortizing, with approximately 12 years remaining in the loan
term.  The property has historically high vacancies, and the
borrower continues to work with a leasing agent.  Despite the
persistent vacancy, the property's NCF covers debt service at
1.75x. The loan is non-recourse.

In addition to Portage Place Shopping Centre, there is one
other loan, the Smithers Shopping Centre, on the DBRS HotList
for persistent vacancy and a DSCR below 1x.  The loan is
collateralized by a retail centre located in a rural area off of
Yellowhead Highway in the town of Smithers, British Columbia.
Year-end 2005 NCF showed an improvement over 2004; however, the
DSCR remains below 1x at 0.94x.  The centre is anchored by
Zellers, whose lease expires in 2008.  The loan is $36 psf and
is non-recourse.

The transaction has ten of its 14 loans scheduled to mature 2008,
including the two loans that are on the DBRS HotList. The average
DSCR of the maturing loans is 1.77x.  While credit enhancement to
Classes C and D is sufficient to support the upgrades, DBRS's
analysis also considers the high likelihood of the remaining loans
refinancing.  The rating action also takes into account potential
losses given default associated with the HotList loans.


MICROISLET INC: Has Until Feb. 26 to Comply with AMEX Standards
---------------------------------------------------------------
MicroIslet, Inc., disclosed that on Jan. 25, 2007, it received a
letter from the American Stock Exchange stating that it was not in
compliance with certain continued listing standards, including:

    * Section 1003(a)(ii) of the Amex Company Guide, because the
      company has stockholders' equity of less than $4,000,000 and
      losses from continuing operations and net losses in three of
      its four most recent fiscal years; and

    * Section 1003(a)(iii) of the Company Guide, because the
      company has stockholders' equity of less than $6,000,000 and
      losses from continuing operations and net losses in its five
      most recent fiscal years.

The notice gives MicroIslet until Feb. 26, 2007, to submit a plan
advising Amex of action the company has taken, or will take, to
bring the company into compliance with the continued listing
standards mentioned above within a maximum of 18 months.

MicroIslet has already informed Amex that it intends to submit
such a plan before the due date.  If Amex accepts the plan,
MicroIslet may be able to continue its listing during the plan
period of up to 18 months, during which time the company will be
subject to periodic review to determine whether it is making
progress consistent with the plan.  If MicroIslet is not in
compliance with the continued listing standards at the end of the
plan period, or the company does not make progress consistent with
the plan during the plan period, Amex staff may initiate delisting
proceedings.  If the company does not submit a plan, or if it
submits a plan that is not accepted, the company may be subject to
delisting proceedings.

Amex has also informed MicroIslet that its stock symbol will
become subject to the indicator ".BC" to denote noncompliance with
the above listing standards.  The indicator will not change
MicroIslet's trading symbol, but will be disseminated as an
extension of the symbol whenever the trading symbol is transmitted
with a quotation or trade.  The indicator will remain in effect
until such time as the company has regained compliance with all
applicable continued listing standards.

"MicroIslet has made significant progress with its clinical
programs in recent quarters and we are committed to meeting the
compliance requirements of the American Stock Exchange," commented
James R. Gavin III, M.D., Ph.D., President and Chief Executive
Officer of Microislet.

Headquartered in San Diego, California, MicroIslet Inc.
(AMEX:MII) -- http://www.microislet.com-- engages in
Biotechnology research and development in the field of medicine
for people with diabetes.  MicroIslet's patented islet
transplantation technology, licensed from Duke University,
includes methods for cryopreservation and microencapsulation.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Deloitte & Touche LLP, in San Diego, California, raised
substantial doubt about MicroIslet's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's substantial operating losses and negative
operating cash flows.


MILLS CORP: Receives Acquisition Proposal from Simon and Farallon
-----------------------------------------------------------------
The Mills Corporation disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it received a
proposal from Simon Property Group, Inc. (NYSE:SPG) and Farallon
Capital Management, L.L.C., The Mills' largest shareholder, to
acquire The Mills for $24 in cash per share.

As reported in the Troubled Company Reporter on Jan. 18, 2007, the
company and Brookfield Asset Management Inc. has entered into a
definitive agreement pursuant to which Brookfield will acquire The
Mills for cash at a price of $21 per share, representing a total
transaction value of approximately $1.35 billion for all of the
outstanding common stock of The Mills and common units of The
Mills Limited Partnership, and approximately $7.5 billion
including assumed debt and preferred stock.

In a letter to the company's Board of Directors, Simon Property
and Farallon Capital also proposed:

    * A tender offer for all Mills common shares to be commenced
      by an acquisition vehicle jointly owned by SPG and certain
      funds managed by Farallon.

    * The opportunity for Mills Operating Partnership common
      unitholders to receive $24.00 per share in cash or, at their
      option, to exchange their units for limited partnership
      units of SPG's Operating Partnership based upon a fixed
      exchange ratio determined using the price of SPG common
      shares at the signing of a merger agreement and SPG's cash
      offer price for Mills.

    * A definitive merger agreement containing terms and
      conditions at least as favorable as those contained in the
      company's existing merger agreement with Brookfield Asset,
      including a fixed break-up fee that does not increase over
      time.

    * Replacing the existing $1.55 billion Brookfield Asset loan
      with financing, including a working capital facility, on
      terms more favorable than under the company's credit
      agreement with Brookfield Asset.

The company's Board of Directors said that in accordance with its
fiduciary duties, and subject to and in accordance with the terms
of the current merger agreement with Brookfield, it will promptly
consider the proposal.  However, Mills Corp.'s current merger
agreement with Brookfield remains in effect, and Board has not yet
reached any determination as to the Simon/Farallon proposal.

There can be no assurance as to whether the Simon/Farallon
proposal will lead to a definitive binding agreement with the
Simon/Farallon group.

                    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: Fitch Holds Low-B Ratings on $19.4 Million Debt
---------------------------------------------------------------
Fitch upgrades Morgan Stanley Dean Witter Capital I Trust 2002-IQ2
commercial mortgage pass-through certificates, series 2002-IQ2,
as:

   -- $24.3 million class C to 'AAA' from 'AA+';
   -- $7.8 million class D to 'AAA' from 'AA';
   -- $7.8 million class E to 'AAA' from 'AA-';
   -- $7.8 million class F to 'AA' from 'A+';
   -- $5.8 million class G to 'A+' from 'A'.

In addition, Fitch affirms these classes:

   -- $109.1 million class A-3 at 'AAA';
   -- $262.3 million class A-4 at 'AAA';
   -- Interest only class X-1 at 'AAA';
   -- Interest only class X-2 at 'AAA';
   -- $25.3 million class B at 'AAA';
   -- $9.7 million class H at 'BBB';
   -- $5.8 million class J at 'BB+';
   -- $3.9 million class K at 'BB-';
   -- $3.9 million class L at 'B+';
   -- $2.9 million class M at 'B';
   -- $2.9 million class N at 'B-'.

Fitch does not rate the $4.8 million class O certificates.
Classes A-1 and A-2 have paid in full.

The upgrades reflect 12.1% defeasance and 7.9% additional paydown
and amortization since Fitch's last rating action.  As of the
January 2007 distribution date, the pool's aggregate certificate
balance has decreased 37.8% to $484.1 million from $778.6 million
at issuance.  The second largest loan in the pool, a credit
assessment, One Seaport Plaza, has fully defeased.  Of the
original 105 loans, 68 remain outstanding.

Woodfield Mall and the Joe Scott Portfolio maintain investment
grade credit assessments based on their stable performance.

The Woodfield Mall loan is secured by a 2.2 million square foot
mall located in Schaumburg, Illinois.  The loan consists of a
$58.9 million portion of a pari passu loan with a total
outstanding balance of $244.3 million.  In-line occupancy as of
September 30, 2006 was 94%, an increase from 88% at issuance.

The Joe Scott Portfolio is a portfolio of ten suburban office
properties containing 587,176 square feet in the St. Louis,
Missouri metropolitan area.  The overall occupancy for this
portfolio as of Dec. 31, 2006 was 84.2% compared to 85.5% at
issuance.  The portfolio benefits from overall low leverage of
$35.43 per square foot and a short, 20-year amortization schedule
which provides for significant principal paydown over the term.


MORTGAGE LENDERS: Taps Pachulski Stang as Bankruptcy Counsel
------------------------------------------------------------
Mortgage Lenders Network USA Inc. asks the U.S. Bankruptcy
Court for the District of Delaware for authority to employ
Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
bankruptcy counsel, nunc pro tunc to Feb. 5, 2007.

Pachulski Stang will:

   a. provide legal advice with respect to the Debtor's powers
      and duties as debtor in possession in the continued
      operation of its business and management of its property;

   b. prepare, on behalf of the Debtor, necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtor and in order to
      protect the interests of the Debtor before the Court;

   d. prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   e. perform all other legal services for the Debtor that may be
      necessary and proper in the Debtor's proceedings.

Laura Davis Jones, Esq., a partner at Pachulski Stang, tells the
Court that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Laura Davis Jones, Esq.            $750
      Brad R. Godshall, Esq.             $695
      David M. Bertenthal, Esq.          $550
      James E. O'Neill, Esq.             $475
      Joshua M. Fried, Esq.              $450
      Curtis A. Hehn, Esq.               $375
      Kathe Finlayson                    $190

Ms. Jones assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

      Laura Davis Jones, Esq.
      Pachulski Stang Ziehl Young Jones & Weintraub LLP
      919 North Market Street, 17th Floor
      Wilmington, DE 19801
      Tel: (302) 652-4100
      Fax: (302) 652-4400
      http://www.pszyjw.com/

                     About Mortgage Lenders

Based in Middetown, Connecticut, Mortgage Lenders Network USA,
Inc. -- http://www.mlnusa.com/-- is a privately held company
offering a full range of Alt-A/Non-Conforming and Conforming loan
products through its retail and wholesale channels.  The Debtor
has a current servicing portfolio in excess of $19 billion
with over 100,000 accounts.

The company filed for chapter 11 protection on Feb. 5, 2007
(Bankr. D. Del. Case No. 07-10146).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MORTGAGE LENDERS: Taps Scouler Andrews for Restructuring Services
-----------------------------------------------------------------
Mortgage Lenders Network USA, Inc. asks the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Scouler
Andrews LLC to provide restructuring services to the Debtor, and
Daniel Scouler as the Debtor's chief restructuring officer, nunc
pro tunc to Feb. 5, 2007.

Scouler Andrews will:

   a. provide consultation and assistance in connection with all
      merger, acquisition, divestiture, existing financing and
      refinancing activities of the Debtor;

   b. provide ongoing, periodic assessments of operations and
      financial performance;

   c. assist the Debtor in conducting ongoing, routine
      communications with its lenders including periodic reviews
      of the Debtor's performance and progress;

   d. provide an appropriate level and size of the Firm's staff
      to fully satisfy the Firm's obligations in a highly
      professional manner;

   e. provide other similar services as may be requested by the
      Debtor.

Daniel Scouler, a member at Scouler Andrews, tells the Court that
the Firm's professionals bill:

      Professional            Hourly Rate
      ------------            -----------
      Dan Scouler                $550
      Consultants             $250 - $450
      Support Staff              $150

Additionally, the Debtor has paid the Firm a retainer for
$175,000.

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

                     About Mortgage Lenders

Based in Middetown, Connecticut, Mortgage Lenders Network USA,
Inc. -- http://www.mlnusa.com/-- is a privately held company
offering a full range of Alt-A/Non-Conforming and Conforming loan
products through its retail and wholesale channels.  The Debtor
has a current servicing portfolio in excess of $19 billion
with over 100,000 accounts.

The company filed for chapter 11 protection on Feb. 5, 2007
(Bankr. D. Del. Case No. 07-10146).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


NEWCOMM WIRELESS: Panels Taps Falkenberg Capital as Fin'l Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Newcomm Wireless
Services, Inc., asks the U.S. Bankruptcy Court for the District of
Puerto Rico for authority to retain Falkenberg Capital Corporation
as its financial advisors, nunc pro tunc to Dec. 21, 2006.

Falkenberg Capital will:

   a) advise the Committee regarding the Debtor's proposed upgrade
      of its existing wireless network, which includes the
      agreement between the Debtor and Nortel Networks (CALA)
      Inc., Nortel Networks Limited and Nortel Networks Puerto
      Rico governing the upgrade;

   b) evaluate and advise the Committee regarding the Debtor's
      sale of substantially all of its assets in connection with
      the bidding procedures already approved by the Bankruptcy
      Court; and

   c) assist the Committee in evaluating competing bids to buy the
      Debtor's assets.

George E. Harris, Falkenberg Capital's senior vice president,
discloses that Falkenberg Capital would charge the Debtor a
$50,000 flat fee for its work.  The first half payment would be
due upon the entry of the Court's final order and the remaining
$25,000 would be paid after the auction completion of the Debtor's
assets on Feb. 28, 2007, but not later than March 9, 2007,
Mr. Harris adds.

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

Mr. Harris can be reached at:

        Falkenberg Capital Corporation
        Cherry Creek Plaza, Suite 1108
        600 South Cherry Street
        Denver, CO 80246
        Fax: (303) 322-5796

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto
Rico market.  The company is a joint venture between ClearComm,
L.P. and Telefonica Larga Distancia.  The company filed for
chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case No.
06-04755).  Carmen D. Conde Torres, Esq., at C. Conde & Assoc.
and Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal
LLP represent the Debtor in its restructuring efforts.  On
Dec. 6, 2006, the United States Trustee for Region 21 appointed
a five-member committee of unsecured creditors.  When the Debtor
filed for protection from its creditors, it reported assets and
liabilities of more than US$100 million.


NORTEL NETWORKS: Peter Currie to Step Down as EVP & CFO
-------------------------------------------------------
Peter Currie will step down as Executive Vice-President and Chief
Financial Officer of Nortel Networks Corp. and Nortel Networks
Limited, effective April 30, 2007.

After that date, Mr. Currie will continue to provide advice and
assistance to Nortel Networks to ensure a smooth transition.  The
company has initiated a search to fill the position.

"I want to thank Peter for his very significant contribution to
Nortel over the past two years," Nortel president and chief
executive officer Mike Zafirovski said.

"Peter has successfully steered Nortel through many difficult
financial issues and, in the process, has enhanced the company's
governance.  In addition, he leaves behind a very strong finance
organization led by a team of consummate professionals.  On a
personal level, I will miss his counsel and sound judgment.  I and
the entire Nortel team want to wish him well as he takes on new
challenges."

"I believe that I have achieved at Nortel what I returned to
accomplish.  We have transformed the finance organization,
significantly strengthened internal controls, and improved the
balance sheet," Mr. Currie said.

"I look forward now to pursuing other challenges and I am
confident in the future success of Nortel.  I want to thank my
colleagues for their support and collaboration over the past few
years."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NOVA CHEMICALS: DBRS Cuts Rating on Unsecured Notes & Debentures
----------------------------------------------------------------
Dominion Bond Rating Service downgraded the Unsecured Notes &
Debentures of NOVA Chemicals Corp. to BB from BBB (low) and its
Series A Preferred Shares to Pfd-4 from Pfd-3 (low).  The trends
on both ratings remain Negative.

These rating actions primarily reflect the absence of a
satisfactory strategic resolution to the struggling STYRENIX
segment, which DBRS was highly anticipating.  In the recently
reported fourth quarter 2006, the STYRENIX segment continued to
produce negative EBITDA results.

DBRS believes that NOVA will face some challenges in its goals
to divest or reach a joint-venture agreement for the STYRENIX
segment.  As a result, the company may have to continue to operate
the segment, which adds uncertainty and risk to the consolidated
business, could continue to be cash flow negative and clouds
evaluation of NOVA excluding the STYRENIX segment.  Additionally,
the rating changes take into consideration DBRS's expectations for
moderating performance in 2007 from the Olefins/Polyolefins
segment as a result of a softer economy and a cost advantage with
nearby supply that will likely trend toward historic levels.

The dismal performance of the STYRENIX segment in recent years,
which represents approximately one-third of the company's revenue,
has increased NOVA's business and financial risks.  The challenges
facing this division are not just temporary industry conditions,
but it has become clear that adverse fundamental industry changes
have transpired.  The business industry for the STYRENIX segment
has encountered immense pressure because of oversupply conditions
that were mainly driven by additions to global capacity.

Consequently, prices decreased and operating losses have been
enormous in recent years. In addition, global competition has
become more intense.  While the Company has undertaken several
cost reduction initiatives that have proven helpful, the extent of
effectiveness is still uncertain, in DBRS's view.

The company continues to evaluate its main strategic alternatives
for the STYRENIX segment:

   1) Joint Venture: This appears to be the most probable scenario
      and would enable NOVA to potentially benefit from its recent
      cost restructuring and synergies with partners.

   2) Divestiture: This would generate some cash proceeds, but
      substantially below its cumulative investment, and eliminate
      opportunities to regain some losses.

   3) Spinoff: To separate the segment entirely.

The company reduced capacity and costs to position the assets for
investor interest.  DBRS believes that investors may be somewhat
reluctant given the persistently weak performance of the segment
and the adverse industry conditions.  However, the company has
indicated it will not sell this segment at a deep discount because
it is confident that its restructuring efforts will minimize
losses going forward.

DBRS notes that a straightforward divestiture would enable the
Company to put the STYRENIX situation behind it and focus more
clearly on further strengthening its Olefins business.  In
addition, cash proceeds could be used for debt reduction, which
would improve NOVA's credit profile.

The poor results in the STYRENIX segment have overshadowed
the solid performance of the Olefins segment.  Despite the
aforementioned pressures, the Olefins business still maintains a
cost advantage relative to most of its rivals in the industry
because of its more efficient Alberta facilities.  DBRS analysis
essentially considers the Olefins segment alone as supporting
NOVA's debt of approximately $1.9 billion and lends negligible
weight to the STYRENIX segment.

Also, although the STYRENIX results have undermined the company's
financial flexibility to some extent and increased the attention
to its liquidity capacity, DBRS believes that NOVA's liquidity is
acceptable given its access to credit facilities, receivable
securitization arrangements and cash, which, combined, approach
$600 million.  NOVA's debt maturity profile is manageable.

These considerations have prevented more significant rating
pressure at the present time.  However, DBRS notes that if the
STYRENIX segment does not exhibit operating loss control or if an
acceptable resolution to its status is not reached in a reasonable
time period, this would likely place additional pressure on NOVA's
credit profile.  As such, rating trends remain Negative.


PLATFORM LEARING: Wants Court Approval on Joshuan Gotbaum as CRO
----------------------------------------------------------------
Platform Learning Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Joshua
Gotbaum as its chief restructuring officer, nunc pro tunc to
Dec. 11, 2006.

Mr. Gotbaum will:

     a) review the Debtor's operations, finances, systems and
        other aspects of the its business;

     b) recommend changes or improvements to the business and
        implement those changes as appropriate, subject to input
        from the Board;

     c) meet the with the Debtor's clients, employees, suppliers,
        lenders, creditors and others with an interest in the
        Debtor's business;

     d) oversee and manage the Debtor's Chapter 11 reorganization
        process, particularly with respect to the development and
        negotiation of chapter 11 plan of reorganization;

     e) perform other duties as requested by the Board;

The Debtor will pay Mr. Gotbaum $1,000 per week for his work, plus
reimbursement for coach-level travel and other valid expenses.
Additionally, Mr. Gotbuam will submit to the Court quarterly
reports for compensation earned.

To the best of the Debtor's knowledge Mr. Gotbaum does not hold
any interest adverse to the Debtor's estates or creditors.

Mr. Gotbaum can be reached at:

     Joshua Gothbaum
     4139 Parkglen Court NW
     Washington, DC 20007
     Tel: (202) 3211956
     http://www.earthlink.net/

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.


POWERCOLD CORP: Issues Seven Senior Subordinated Bridge Notes
-------------------------------------------------------------
PowerCold Corp. issued seven individual Senior Subordinated Bridge
Notes for a total of $390,000.  Payment terms of the Bridge Note
included:

The holder shall receive, at the Maturity Date, interest equal to
6% of the principal amount of the Note, calculated as if the Note
had been outstanding for a full calendar year comprised of a 360-
day year and twelve 30-day months.  The interest may be payable,
at the option of the company, in cash or unregistered common
stock.  To the extent the company elects to pay the interest in
common stock, the number of shares shall be determined based on
the average of the closing price for the company common stock for
the five preceding trading days prior to the Maturity Date.

Principal on the Bridge Note shall be due and payable on the
Maturity Date, with no principal amortization required prior
thereto.  All or any part of the principal or any obligation
due herein, may be pre-paid, at any time, without penalty.  The
company shall have the option to prepay the Bridge Note, in full
or in part, at any time prior to the Maturity Date.  At the option
of the Holder, the Bridge Note may be converted at maturity into
securities having the same terms, conditions and valuation as
those issued in connection with a "Qualified Refinancing" of the
Bridge Note.

Effective Dec. 1, 2006, the Company extended the Bridge Notes for
three months to Feb. 28, 2007.

A full-text copy of the Senior Subordinated Bridge Note is
available for free at: http://ResearchArchives.com/t/s?195c

A full-text copy of the Common Stock Subscription Agreement is
also available for free at: http://ResearchArchives.com/t/s?195d

PowerCold Corporation -- http://www.powercold.com/-- designs,
develops and markets unique HVAC products and systems for
commercial use.  The company derives its revenues from two
principal product line applications.  The first is a line of
proprietary energy efficient products, including evaporative
condensers and fluid coolers for the HVAC industry.  The second is
a proprietary four pipe integrated piping system for large
commercial buildings that reduces power costs by up to 50% for air
conditioning and refrigeration systems and provides a clean
comfort air environment.

On June 30, 2006, the company's balance sheet showed $1,336,347 in
total assets and $5,229,198 in total liabilities resulting a
$3,892,852 stockholders' deficit.


PUBLIC STEERS: S&P Places BB Ratings on Positive CreidtWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' ratings on the
class A and B trust certificates issued by the $25 million Public
STEERS Series 1998 HLT-1 Trust on CreditWatch with positive
implications.

The CreditWatch placements reflect the Jan. 31, 2007, placement of
the rating on the underlying securities, the $25 million 7.95%
senior notes due April 15, 2007, issued by Hilton Hotels Corp., on
CreditWatch with positive implications.

This issue is a swap-independent synthetic transaction that is
weak-linked to the underlying collateral, the $25 million Hilton
Hotels Corp. 7.95% senior notes.


R.H. BELAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: R.H. Belam Company, Inc.
        60 Madison Avenue
        Hempstead, NY 11550

Bankruptcy Case No.: 07-70344

Type of Business: The Debtor is a wholesale distributor of coin
                  operated machines, pinball machines and video
                  games.

Chapter 11 Petition Date: February 2, 2007

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Gary C. Fischoff, Esq.
                  Steinberg, Fineo, Berger & Fischoff
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136

Total Assets: $457,950

Total Debts:  $2,094,111

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Sega Amusements USA Inc.                             $175,456
   800 Arthur Avenue
   Elk Grove, IL 60007

   Roco Holding Corp.                                    $66,252
   Holmes Schwartz & Gordon Esqs
   320 Endo Boulevard
   Garden City, NY 11530


   Top Imeag Srl                                         $57,054
   Via Degli Artigiani 17
   50041 Calenzano (FI) Italy

   Touchtunes Music Corporation                          $23,456

   Namusco National Music Company                        $22,260

   The Commissioners of the State Insurance Fund         $22,000

   Hub Truck Rental Corp                                 $18,361

   Roberto Sport Srl                                     $17,000

   Direct Shippers Association Inc.                      $15,108

   Roadway Express Inc.                                  $14,825

   Alpha Amusements                                      $10,318

   Arjay Export Co Inc.                                  $10,000

   American Internat'l Companies                          $6,002

   Watkins Motor Lines Inc.                               $3,647

   Great American Recreation Equipment Inc.               $3,179

   The Henry WT Mali Co Inc.                              $2,737

   Greenview Products                                     $1,821

   Eagle Sanitation Inc.                                  $1,670

   Exxon/GE Money Bank                                    $1,388

   Dax Technology LLC/Sunshine Trading                    $1,300


RAMBUS INC: Won't Complete Restatement by Feb. 9 Nasdaq Deadline
----------------------------------------------------------------
Rambus Inc. will not complete its financial restatement by the
Feb. 9, 2007, extension deadline granted by the NASDAQ Listing
Qualifications Panel.

The Panel indicated that if Rambus is unable to make the filings
by the deadline, its securities will be subject to delisting from
the NASDAQ Global Select Market effective Feb. 12, 2007, unless
the NASDAQ Listing and Hearing Review Council determines to stay
the Panel's decision.  Rambus has asked the Listing Council to
stay the Panel's decision.

                         About Rambus Inc.

Rambus Inc. (NASDAQ: RMBS) -- http://www.rambus.com/-- is a
technology licensing company specializing in the invention and
design of high-speed chip architectures.  Headquartered in Los
Altos, California, Rambus has regional offices in North Carolina,
India, Germany, Japan, Korea and Taiwan. Additional information is
available at www.rambus.com.

                           *     *     *

Rambus disclosed that on Sept. 8, 2006, it received a notice of
purported defaults from the trustee under the indenture governing
the Rambus Zero Coupon Convertible Senior Notes due February 1,
2010.  The notice asserted that because Rambus was delinquent in
its SEC filings, it was in default under the indenture governing
the Notes, and such default would ripen into an "Event of
Default," as defined in the indenture, on or about Oct. 17, 2006.
While Rambus has questioned the legal theories as to whether it
was in default under the terms of the indenture, if an "Event of
Default" were to occur, the trustee or holders of at least 25% in
aggregate principal amount of the Notes then outstanding would
have the contractual right to declare all unpaid principal, and
any default or additional interest on the Notes then outstanding
to be due and payable.

If an "Event of Default" were to occur, the noteholders would have
a right to accelerate and receive the $160.0 million aggregate
principal amount outstanding under the notes, plus any interest
which may have accrued.  Rambus believes that, if an Event of
Default were to occur and the Notes were accelerated, it has
adequate financial resources to pay any unpaid principal and any
interest due on the Notes.  Rambus is evaluating its options with
respect to the Notes.


SEA CONTAINERS: Trustee Opposes Houlihan's Employment as Advisor
----------------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3, asks
the U.S. Bankruptcy for District of Delaware to deny the request
of the Official Committee of Unsecured Creditors in Sea
Containers, Ltd. and its debtor-affiliates' chapter 11 case for
authority to employ Houlihan Lokey Howard & Zukin Capital, Inc. as
financial advisor, nunc pro tunc to Oct. 26, 2006.

The U.S. Trustee asserts that the proposed compensation for the
retention of Houlihan Lokey Howard & Zukin Capital, Inc. is not
reasonable.

As reported in the Troubled Company Reporter on Jan. 24, 2007, as
compensation for the firm's services, the Debtors will pay
Houlihan Lokey a fee of $150,000 per month beginning
Oct. 26, 2006, and after that on the 26th day of each subsequent
month until termination or expiration of the agreement.  Upon
consummation of any Transaction, Houlihan Lokey will be paid
in cash an additional fee of $2,100,000, offset by $50,000 of
each Monthly Fee, if any, earned and paid on or after
March 26, 2007.  Houlihan Lokey will also seek reimbursement for
reasonable out-of-pocket expenses incurred in connection with its
engagement.

However, the U.S. Trustee proposes that the deferred fee, which is
the sum of $2,100,000 less a credit of $50,000 per month
commencing March 26, 2007, be subjected to review for
reasonableness.

In addition, the definition of transaction is ambiguous under the
facts and circumstances of the Debtors' Chapter 11 case.  The
Debtors have more than 100 non-debtor affiliates and subsidiaries
and it is possible that substantially all the assets of one or
more of these affiliates and subsidiaries will be sold through
the course of the bankruptcy proceeding.  The U.S. Trustee seeks
clarification whether or not Houlihan Lokey will claim more than
one Deferred Fee since there may be multiple Transactions during
the course of the Debtors' Chapter 11 cases.

The U.S. Trustee also points out that it is inappropriate for a
professional retention application to purport to limit the
potential liability of a professional.

                      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: Hire Richards Butler as Foreign Counsel
-------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Richards Butler LLP as special counsel for certain foreign
legal matters, nunc pro tunc to Oct. 15, 2006.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Richards Butler has served as the Debtors' outside counsel on
legal matters in the United Kingdom and France as well as matters
involving their interests in their non-debtor subsidiary Great
North Eastern Railway, Ltd., since 1987, related Edwin S.
Hetherington, vice president, general counsel, and secretary of
Sea Containers Ltd.

As the Debtors' Special Foreign Counsel, Richards Butler is
expected to advise and represent the Debtors with respect to
foreign legal matters as well as other non-bankruptcy related
matters, which may arise in the Debtors' Chapter 11 cases in the
ordinary course of business.

Richards Butler's services will be paid in accordance with its
customary hourly rates:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $522 - $997
         Associates                    $360 - $740
         Paraprofessionals             $295 - $360

The firm will also be reimbursed for necessary out-of-pocket
expenses.

Mr. Hetherington informed the Court that Richards Butler has
received a replenishing prepetition retainer, with a remaining
balance of $150,461, for providing the Debtors with
representation on certain of the foreign legal matters prior to
the Petition Date.  In addition, Richards Butler also received
$4,412,000 from the Debtors within one year prior to the Petition
Date for services rendered to certain Foreign Legal Matters.

Jonathan Yorke, Esq., a member of Richards Butler LLP, assures
the Court that his firm does not hold or represent any interests
adverse to the Debtors, or to their estates in matters upon which
his firm is to be engaged.

             Reed Smith and Richards Butler Merge

Reed Smith, a United States-based, top-25 international law firm
with nearly 1100 lawyers, and Richards Butler, a London-based,
top-30 UK and international law firm with more than 250 lawyers,
announced in 2006 that both partnerships have approved the merger
of the two firms.  The merger creates one of the 20 largest law
firms in the world, with offices on three continents.

The firms began to integrate their operations in 2006, closing in
the legal combination of the firms on January 1, 2007.

The merged firm will be known as Reed Smith, although there will
be variations in some European markets, including the UK, where
the name Reed Smith Richards Butler will be used.

The firm will be led by Gregory Jordan, Reed Smith's managing
partner, as Firmwide Managing Partner.  Roger Parker, Richards
Butler's managing partner, will join Reed Smith's Senior
Management Team and become European Managing Partner.  Tim
Foster, current managing partner of Reed Smith's UK offices will
continue in that role overseeing the greatly expanded office of
Reed Smith Richards Butler.  Paul Johnston, chairman of Richards
Butler, will also join Reed Smith's Ian Fagelson as European
representatives on the combined firm's Executive Committee.

                      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.


SEALY MATTRESS: Moody's Rates $440 Mil. Senior Term Loans at Ba1
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
and B2 subordinated notes rating of Sealy Mattress Company and
rated the amended senior secured credit facility Ba1.

The outlook remains stable.

The Ba3 corporate family rating with a stable outlook reflects
Moody's belief that, despite the uncertainty over the potential
impact of high oil prices and the softening in the housing market,
Sealy will maintain key ratios consistent with a Ba3 consumer
durables company.  Supporting this view are Sealy's improved
operating performance, history of debt reduction, and strong
market share.  The ratings are constrained by its high, albeit
decreasing, leverage.

The rating for the senior secured credit facility, which is
comprised of a $440 million term loan and a $125 million revolver,
reflects both the overall probability of default of the company,
to which Moody's assigns a PDR of Ba3, and a loss given default of
LGD 2.  The senior secured credit facility benefits from the full
guarantees of subsidiaries and an all asset pledge.

Ratings assigned:

   -- $300 million senior secured term loan at Ba1, LGD2, 27%;
   -- $140 million senior secured term loan at Ba1, LGD2, 27%;

Ratings affirmed revised:

   -- $390 million senior subordinated notes due 2014 at B2, LGD5,
      82% from 81%;

   -- $125 million senior secured revolver at Ba1, LGD2, 27% from
      25%;

   -- Corporate family rating at Ba3; and,

   -- Probability of default rating at Ba3.

Sealy Mattress Company, a wholly-owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  Net
sales for the LTM ended February 2006 approximated $1.5 billion.


SEQUOIA: Fitch Holds B Ratings on Three Certificate Classes
-----------------------------------------------------------
Fitch Ratings affirmed Sequoia's mortgage trust pass-through
certificates:

Series 2005-1

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

Series 2005-2

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

Series 2005-3

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

The underlying collateral for the above transactions consists of
30-year traditional and hybrid adjustable-rates mortgages extended
to prime borrowers.  The loans are acquired from various
originators by a subsidiary of Redwood Trust Inc, a mortgage real
estate investment trust that invests in residential real estate
loans and securities.  The servicer for the transactions is Wells
Fargo Bank Minnesota, which is currently rated 'RPS1' by Fitch.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $373.01 million of outstanding certificates.  All
classes in the transactions detailed above have experienced some
growth in CE since closing, and there have been no or minor
collateral losses to date.  As of the January 2007 distribution
date, these transactions are seasoned from a range of 21 months
to 24 months and the pool factors range from approximately 31%  to
35%.


SHILOH CHURCH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Shiloh Church Ministries, Inc.
        dba Shiloh Institutional Church Of God In Christ
        1270 Woodhaven Boulevard
        Fort Worth, TX 76112

Bankruptcy Case No.: 07-40590

Chapter 11 Petition Date: February 5, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  Law Offices of St. Clair Newbern III, P.C
                  1701 River Run, Suite 1000
                  Ft. Worth, TX 76107
                  Tel: (8170 870-2647

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SPATIALIGHT INC: Files Amended Report for Quarter Ended Sept. 30
----------------------------------------------------------------
Spatialight Inc. filed an amended quarterly report for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission on Feb. 2, 2007, for the purpose of reclassifying
related party prepaid interest as a deduction from stockholders'
equity, instead of as an asset in the consolidated balance sheet
of the company.

The SEC staff expressed the view that "only notes or receivables
that are received by a grantor in exchange for the issuance of
fully vested nonforfeitable equity instruments to a party
unrelated to the grantor, and that are fully secured by specific
assets other than the equity instruments granted can be classified
in the grantor's balance sheet as assets".

Accordingly, $1,157,133 has been reclassified from current assets
as of Sept. 30, 2006, and Dec. 31, 2005, and $1,446,416 and
$2,314,265 from long term assets as of Sept. 30, 2006, and Dec.
31, 2005, respectively.

Spatialight Inc. reported a $4.174 million net loss on $298,046 of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $3.621 million net loss on $58,457 of revenues for the same
period in 2005.

Revenue in both periods was derived primarily from sales of liquid
crystal on silicon microdisplay sets to LG Electronics.

The increase in net loss is attributable to negative gross margin
of approximately $1.367 million during the third quarter of 2006,
compared to a $965 gross margin in the same period in 2005.  The
third quarter of 2006 includes the costs to operate the company's
South Korean manufacturing facility.

At Sept. 30, 2006, the company's amended balance sheet showed
$7,959,399 in total assets, $15,029,944 million in total
liabilities, and $1,947,909 million in temporary equity, resulting
in a $9,018,454 million total stockholders' deficit.

The company's amended balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.167 million in total current assets
available to pay $4.357 million in total current liabilities.

Prior to this amendment, the company reported $10.563 million in
total assets, $15.03 million in total liabilities, $1.948 million
in temporary equity, and $6.415 million in total stockholders'
deficit at Sept. 30, 2006.

A full-text copies of the amended consolidated financial statement
for the quarter ended Sept. 30, 2006 is available for free at:

               http://researcharchives.com/t/s?1972

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt
about SpatiaLight Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's recurring operating losses, negative cash flows from
operations, negative working capital position and stockholders'
deficit.

                         About SpatiaLight

SpatiaLight Inc. -- http://www.spatialight.com/-- founded in
1989, manufactures high-resolution liquid crystal on silicon
microdisplays for use in high definition televisions and other
display applications.  The company manufactures its products at
its facility in South Korea.


STRATHMORE MINERALS: Intends to Spin Off Canadian Assets
--------------------------------------------------------
Strathmore Minerals Corp. will reorganize its mineral property
assets with a view to maximizing shareholder value.  In
particular, Strathmore proposes to transfer all of its Canadian
mineral properties and a portion of its cash into a new
exploration company pursuant to a plan of arrangement.

Strathmore would continue to hold the U.S. and Peruvian assets.
Immediately following such arrangement, Strathmore's shareholders,
other than any dissenting shareholders, would be issued shares in
the new exploration company so that collectively, they would own
all of the new company's shares, which would be listed on the TSX
Venture Exchange.

The reorganization is designed to improve the identification and
valuation of specific Strathmore properties, to enhance
Strathmore's ability to divest specific properties through simpler
corporate ownership, to enter into strategic joint venture
agreements, and to enable Strathmore to separately finance and
develop its various assets, selectively reducing stock dilution.

The proposed reorganization is subject to shareholder approval by
resolution approved by not less than 66-2/3% of the votes cast and
Strathmore expects to present the matter to shareholders at a
special meeting.  The reorganization is also subject to approval
by the British Columbia Supreme Court, negotiation of definitive
agreements, acceptance by the TSX Venture Exchange and other
regulatory approvals.  Further particulars will be announced in
due course.

                   About Strathmore Minerals

Strathmore Minerals Corporation (TSX Venture: STM) --
http://www.strathmoreminerals.com/-- is a resource company
specializing in the strategic acquisition, exploration and
development of uranium properties.  Headquartered in Kelowna,
British Columbia, the company acquires previously discovered but
not yet mined uranium resources and positions itself in areas well
known for uranium production.


TAPESTRY PHARMA: Posts $3.5 Mil. Net Loss in Third Quarter 2006
---------------------------------------------------------------
Tapestry Pharmaceuticals Inc. filed its third quarter financial
statements for the three months ended Sept. 31, 2006, with the
Securities and Exchange Commission on January 30, 2007.

The Company reported a $3,558,000 net loss with no revenues for
the three months ended Sept. 31, 2006, compared with $4,669,000
net loss in the comparable period of 2005.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?195f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 21, 2006,
Grant Thornton LLP raised going concern doubts about Tapestry
Pharmaceuticals' ability to continue as a going concern after
auditing its financial statements for the year ending December 28,
2005.

                  About Tapestry Pharmaceuticals

Based in Boulder, Colorado, Tapestry Pharmaceuticals, Inc. --
http://www.tapestrypharma.com/-- develops proprietary therapies
for the treatment of cancer.  The company is also actively engaged
in evaluating new therapeutic agents and/or related technologies.


TELE NORTE: S&P Lifts Long-Term Corp. Credit Rating to BB+ from BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Brazil-based telecom service providers Tele Norte
Leste Participacoes S.A. and Telemar Norte Leste S.A., jointly
referred to as Telemar, to 'BB+' from 'BB'.

At the same time, Standard & Poor's revised its ratings on the
combined BRN300 million outstanding local debentures of Telemar
Participacoes S.A. in its Brazil National Scale to 'brAA-' from
'brA+', and assigned its 'brAA-' rating to TmarPart's proposed
five-year BRN250 million debentures.

The ratings were removed from CreditWatch where they had
been placed with positive implications on Feb. 28, 2006.  The
outlook on the corporate credit ratings is stable.  Total debt
outstanding at TNL amounted to approximately $4.1 billion at the
end of September 2006.

"The upgrade reflects the consistent operational and financial
improvements achieved by Telemar during the past few years, which
has been partly supported by lower country risks associated with
the economic and business environment in which the company
operates," said Standard & Poor's credit analyst Jean-Pierre Cote
Gil.

Telemar has been able to consistently reduce its gross debt
levels, while cash generation remained strong despite the
generally negative trend of operating margins in the sector.

While Standard & Poor's viewed positively the company's major
shareholders' attempt to execute a corporate restructuring, which
would result in the consolidation of TmarPart, TNL, and TMAR into
one entity, Standard & Poor's understands these were not crucial
to justify the upgrade.

Standard & Poor's views Telemar as strategically well positioned
to benefit from growth opportunities in the constantly shifting
telecom industry, as it operates in a vast geographic area of
Brazil.  It has already demonstrated its capacity to deploy new
services from scratch and offer bundled services, while retaining
sound liquidity to support its significant level of annual
capital expenditure requirements.

The stable outlook reflects Standard & Poor's view that, despite
the fierce competitive environment and rapidly shifting
technologies, Telemar will manage to sustain its leading position
within its service area.  This will be supported by its
diversified services portfolio, its clear strategic intention to
be one of the market consolidators, and the company's financial
strengths, including sound levels of liquidity and cash flow
generation.

The outlook could change to positive if the company is able to
continue delivering strong margins in an increasingly competitive
industry and Standard & Poor's perceives a more conservative
financial policy regarding acquisitions.

Although the company has publicly stated its intention to
participate in the consolidation of the telecom sector in Brazil,
there are few merger and acquisition opportunities that could
significantly hit the company's financial risk profile, and these
would involve complex ownership structures, regulatory
impediments, and antitrust restrictions that reduce their
likelihood in the short term.  Such large potential M&A activities
are also likely to involve funding alternatives other than pure
leveraged transactions.

Nevertheless, Standard & Poor's may revise the outlook to negative
or even consider a downgrade if there is a material shift in its
expectations, which could emerge from a significant change in the
company's financial policies or a deterioration in the competitive
and economic environment affecting its operations.


TOBACCO WAREHOUSE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tobacco Warehouse Inc.
        5651 Manitou Road
        Tonka Bay, MN 55331

Bankruptcy Case No.: 07-40378

Chapter 11 Petition Date: February 2, 2007

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Segal Wholesale               Trade debt              $2,665,664
7848 12th Avenue South
Bloomington, MN 55425 1001

Shane Segal                   Shareholder loan          $241,532
7763 Shaughnessy Road
Edina, MN 55439

Shakopee Crossings            Rent                       $30,778
Southbridge
8170 Old Carriage Court North
Suite 210
Shakopee, MN 55379

VOS Properties                Rent                       $10,713

Inland Commercial             Rent                        $7,662

Fast Glass and Mirror         Trade Debt                  $6,200

Electric Fetus                Trade Debt                  $6,000

Hubesh Carpets                Trade Debt                  $4,724

XCEL Energy                   Utility Bills               $2,455

TDS Metrocomm                 Phones                      $2,200

B&W Coffee                    Trade Debt                  $2,200

Delano Municipal Utilities    Utility Bills                 $492

Waste Management              Trade Debt                    $321


TOWER AUTOMOTIVE: Enters Into 8th Amendment of DIP Financing
------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into an eighth amendment to their DIP credit
agreement to extend the loan's maturity date to Aug. 2, 2007.

The Revolving Credit, Term Loan and Guaranty Agreement, dated
Feb. 2, 2005, among R.J. Tower Corp., as borrower; Tower
Automotive and its subsidiaries, as guarantors; and JP Morgan
Chase Bank, N.A., as Agent for the Lenders, would have expired,
and the indebtedness in it would have matured February 2, 2007.

Due to the continuing negative trends in the domestic automotive
industry, including widely publicized volume reductions announced
by domestic original equipment manufacturers, the Debtors were
unable to propose a plan of reorganization by the Existing DIP
Deadline, Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, says.

Without a confirmed Plan that refinances the DIP Credit Facility
or alternative DIP financing, the expiration and maturity of the
DIP Credit Facility would have obvious and significant adverse
effects on the Debtors.  In addition, when the DIP Credit
Facility expires, the Debtors' obligations would immediately
become due and payable.

The Eight Amendment provides that it will constitute an Event of
Default under the DIP Credit Facility if the Debtors do not file
a Chapter 11 plan on or before May 2, 2007, that provides for the
payment of the Debtors' obligations under the DIP Credit Facility
in full and in cash on the effective date of that Plan.

Pursuant to the Eight Amendment, interest rate is increased by:

   (i) an additional 75 basis points for the revolver tranche;
       and

  (ii) an additional 100 basis points for the term loan tranche.

Furthermore, under the Eight Amendment, the Debtors will pay
certain waiver and amendment fees to JPMorgan for:

   (i) the accounts of the DIP Lenders, including JPMorgan, in
       an amount equal to 1.00% of the DIP Lenders' commitments
       under the DIP Credit Facility; and

  (ii) JPMorgan's own account as an arrangement fee for $500,000.

The payment of those fees is a condition precedent to the
effectiveness of the Eight Amendment, Mr. Sathy tells the Court.

A full-text copy of the Eighth Amendment to the DIP Credit
Agreement that the Debtors filed with the Securities and
Exchange Commission in Form 8-K is available for free at
http://ResearchArchives.com/t/s?197b

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TRAVELCENTERS: Debt Repayment Prompts Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrawn the ratings of TravelCenters
of America, Inc.

The ratings were withdrawn because the obligations under the rated
credit facilities were repaid and these facilities were cancelled
upon the closing, on Jan. 31, 2007, of the previously reported
acquisition of TravelCenters by a subsidiary of Hospitality
Properties Trust.

Ratings Withdrawn:

   * TravelCenters of America, Inc.

      -- Corporate Family Rating, of B1
      -- Probability of Default Rating, of B2
      -- Senior Secured Bank Credit Facility, of B1 / 37-LGD3

Outlook Action:

   * TravelCenters of America, Inc.

      -- Changed To Rating Withdrawn From Stable

TravelCenters of America, Inc. headquartered in Westlake, Ohio,
operates the nation's largest full-service travel center network
consisting of 163 sites located in 40 states and Canada, serving
long-haul trucking fleets and their drivers, independent truck
drivers and motorists.

Hospitality Properties Trust is a REIT headquartered in Boston,
Massachusetts, USA.  HPT owns 310 hotels encompassing 45,656 rooms
in 38 states and 146 travel centers located in 39 states.  Its
asset portfolio, externally managed by REIT Management & Research,
enjoys diversity through several national brands and geography.
HPT's portfolio is leased under long-term pooled lease agreements
and management contracts to several unaffiliated operators.


TRIAD HOSPITALS: CCMP Capital Deal Cues Fitch's Negative Watch
--------------------------------------------------------------
Fitch Ratings placed Triad Hospitals, Inc. on Rating Watch
Negative.

The watch applies to these ratings:

   -- Issuer Default Rating 'BB-';
   -- Secured bank credit facility 'BB+';
   -- Senior unsecured notes 'BB-';
   -- Senior subordinated notes 'B+'.

The action follows Triad's report that it has agreed to be
acquired by CCMP Capital Advisors and Goldman Sachs Capital
Partners in a leveraged buy-out offer valued at approximately
$6.4 billion, including the approximately $1.7 billion in existing
debt.  Other competing offers could be accepted.

The senior secured credit facility is made up of a $600 million
revolver and a $500 million term loan A, both due 2011.  The
facility includes cross default provisions and a change of control
provision, which Fitch anticipates would be triggered by this
transaction.  Further, the leverage covenant of 4x maximum would
likely be tripped at the close of the transaction.

The indentures for the $600 million 7% senior unsecured notes due
2012 and the $600 million 7% senior subordinated notes due 2013,
both include change of control provisions allowing the holders of
these notes to request 101% of principal upon change of control.

Noting the covenant language Fitch anticipates refinancing of the
current capital structure.  The resulting post LBO structure could
result in a multiple notch downgrade.  The ultimate rating
category will be determined as more information becomes available.


TRIAD HOSPITALS: CCMP Capital Deal Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the Ba3 Corporate Family Rating
and all debt instrument ratings of Triad Hospitals, Inc. under
review for possible downgrade following the report that the
company has entered into a definitive agreement to be acquired by
affiliates of CCMP Capital Advisors and GS Capital Partners.

The proposed acquisition is valued at approximately $6.4 billion,
including approximately $1.7 billion of existing debt.

The review will focus primarily on the level of financial leverage
used to complete the transaction.  The review will also consider
the resulting capital and corporate structure, as those details
become available, and the possibility of changes to the strategic
direction of the company.  Triad had historically invested in
growth capital expenditures in excess of its free cash flow.  The
transaction is subject to a 40 day period in which the company may
solicit superior proposals.

If the existing debt is repaid, Moody's anticipates it will
confirm and withdraw the current ratings of the existing debt
instruments.  Moody's notes that the credit facilities and notes
contain change of control provisions.

These ratings were placed under review for possible downgrade.

   -- Senior secured revolving credit facility due 2011, Ba1,
      LGD2, 18%

   -- Senior secured term loan due 2011, Ba1, LGD2, 18%

   -- 7% Senior unsecured notes due 2012, B1, LGD4, 64%

   -- 7% Senior subordinated notes due 2013, B2, LGD5, 89%

   -- Corporate Family Rating, Ba3

   -- Probability of Default Rating, Ba3

   -- Speculative Grade Liquidity Rating, SGL-2

Triad, through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected large
urban markets.  Moody's estimates that the company's revenue for
the year ended Dec. 31, 2006 approximated $5.5 billion.


UNIVERSAL COMPRESSION: Inks Merger Deal with Hanover Compressor
---------------------------------------------------------------
Hanover Compressor Company and Universal Compression Holdings,
Inc. disclosed Monday that their boards of directors have approved
a stock-for-stock merger of equals and that the companies have
signed a definitive merger agreement.

Under the terms of the merger agreement, Hanover stockholders will
receive 0.325 shares of the new company for each share of Hanover
they own, and Universal stockholders will receive 1.0 share of the
new company for each share of Universal they own.  Based on the
closing market prices for the shares of both companies on Feb. 2,
2007, the combined company would have an equity market
capitalization of approximately $3.8 billion.

It is anticipated that Hanover stockholders initially will own
about 53% and Universal stockholders about 47% of the new company.
The merger is expected to be tax free to stockholders of both
companies.

"The combination of Hanover and Universal brings together two
highly respected companies in the natural gas compression and
production and processing equipment fabrication industry. Both
companies have an excellent team of employees known for their
dedication to customer service," said Stephen A. Snider,
Universal's Chairman, President and Chief Executive Officer.
"Operating under a new corporate name, we will be able to fully
leverage our combined capabilities to provide an enhanced level of
customer support and a wider product and service offering to meet
the full compression services and production and processing
equipment needs of our customers worldwide."

John E. Jackson, Hanover's President and Chief Executive Officer,
said, "This merger will create a new company with a portfolio of
high quality assets, products, services and financial capabilities
to generate enhanced value for stockholders of both companies.  It
also affords excellent opportunities for the employees and
customers of both companies to benefit from our combined global
expertise in an increasingly competitive market place."

Stephen Snider added, "The combination also provides a larger pool
of domestic contract compression customers and equipment that can
be offered for sale to Universal Compression Partners, L.P.
(NASDAQ: UCLP) over time.  The transfer of these domestic contract
compression assets to Universal Compression Partners should
further improve our cost of capital, and enable us to provide our
services on a more efficient basis to our customers over the long
term."

Following the merger, Stephen Snider will serve as President and
Chief Executive Officer and as a director of the new company.

Gordon T. Hall, Hanover's Chairman, will serve as Chairman of the
Board of the combined company, which will consist of ten
directors, five designated by each company.  John Jackson will
serve as a director of the new company.

The merger is expected to be accretive to earnings per share for
stockholders of both companies in 2008 after achieving expected
annualized pre-tax cost savings of approximately $50 million.
These synergies are expected to arise from the closure of
overlapping facilities, increased operational efficiencies and
reduction of corporate overhead.

             Additional Information about the Merger

The merger agreement provides for the formation of a new holding
company that will own all the stock of both Hanover and Universal.

The new company will be headquartered in Houston, and its common
stock is expected to be listed on the New York Stock Exchange.

The merger is subject to various conditions including approval of
the stockholders of both Hanover and Universal and customary
regulatory approvals, including the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.  It is anticipated that the
closing of the merger will occur in the third quarter of this
year.  Hanover and Universal intend to file a proxy
statement/prospectus with the Securities and Exchange Commission
as promptly as practicable after each company files its 2006
Annual Report on Form 10-K.

Hanover's financial advisor for the merger is Credit Suisse
Securities (USA) LLC; its principal legal advisor is Vinson &
Elkins L.L.P.  Universal's financial advisor is Goldman Sachs &
Co., and its principal legal advisor is Baker Botts L.L.P.

             About Universal Compression Partners

Universal Compression Partners, L.P. was recently formed by
Universal Compression Holdings, Inc. to provide natural gas
contract compression services to customers throughout the United
States and was started in October 2006 with an initial fleet
comprising approximately 330,000 horsepower, or approximately 17%
by available horsepower of Universal Compression Holdings'
domestic contract compression business at that time.  Universal
Compression Holdings owns approximately 51% of Universal
Compression Partners.

                    About Hanover Compressor

Headquartered in Houston, Texas, Hanover Compressor Company
(NYSE: HC) -- http://www.hanover-co.com/-- is a global market
leader in full service natural gas compression and a leading
provider of service, fabrication and equipment for oil and natural
gas production, processing and transportation applications.

              About Universal Compression Holdings

Headquartered in Houston, Texas, Universal Compression Holdings,
Inc., (NYSE: UCO) -- http://www.universalcompression.com/-- is a
natural gas compression services company, providing a full range
of contract compression, sales, operations, maintenance and
fabrication services to the domestic and international natural gas
industry.


UNIVERSAL COMPRESSION: Merger Deal Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the ratings for Hanover
Compressor Company under review for possible upgrade.

Simultaneously, Moody's placed the ratings for Universal
Compression Inc. on review for possible downgrade.  Moody's
anticipates this review will be completed on or about the close of
the merger, which is expected in the third quarter of 2007.

The ratings review is prompted by the all-stock merger report
between Hanover and Universal.  The merger will be conducted
through a new holding company that will exchange Newco shares for
Hanover and Universal shares.

Following the merger, Hanover shareholders are expected to own
approximately 53% of Newco, with Universal shareholders owning the
remainder. Universal's Chairman, President and CEO, Stephen
Snider, will serve as President and CEO for Newco and Hanover's
Chairman, Gordon T. Hall, will serve as Newco's Chairman.  Newco's
board will be evenly split between representatives from both
companies.

The merger combines two companies with comparable size, market
positions and diversity of product lines and geographic reach.
However, both companies have materially different leverage
profiles, with Hanover carrying much more debt than Universal
relative to EBITDA and capitalization.

Therefore, Moody's believes the transaction is likely a credit
positive for Hanover and have placed its ratings under review for
possible upgrade.  Conversely, Newco's combined leverage profile
is higher than Universal's which has raised concerns that led to
the review for possible downgrade of Universal's ratings.

Moody's estimates that the combined company will have pro forma
assets of $6.3 billion at Sept. 30, 2006, making the new company
the largest natural gas compression services company in the world
with approximately 4.4 million of domestic horsepower and
1.5 million internationally.  The combination effectively doubles
the size of the asset base and further enhances the business
profile of the combined entity.

These potential benefits of the merger are tempered by the capital
intensity of the compression business and the significant inherent
challenges for domestic growth, requiring the pursuit of growth in
international markets that bring both opportunities and increased
political risks.  Moody's views this merger to be a favorable
resolution for Hanover of its difficult strategic choice between
growth expenditures and needed debt reduction.

Moody's also notes that both Hanover's and Universal's capital
structures have a high level of complexity with their Equipment
Trusts and ABS facility, respectively.  Furthermore, the creation
of Universal Compression Partners, LP created uncertainties
regarding the future capital structure and leverage profile of
Universal, which also will apply to the combined entity.

The ratings review will focus on the market position and financial
profile of the combined group, the strategic direction chosen by
management with respect to the pace and scale of international
growth, the plans for further drop downs of compression assets
into Universal Compression Partners, LP, and management's targets
for leverage and potential share buybacks post combination.

In Moody's view, any downgrade of Universal's corporate family
rating would likely be limited to one notch and it is possible
that the enhanced size and other benefits of the merger will
enable Moody's to confirm the ratings.

The Hanover ratings affected by the review for upgrade are:

   -- Hanover's B1 corporate family rating and probability of
      default rating.

   -- The Ba3 rating on Hanover Equipment Trust 2001A 8.50% partly
      secured notes due 2008.

   -- The Ba3 rating on Hanover Equipment Trust 2001B 8.75% partly
      secured notes due 2011.

   -- The B3 rating on Hanover's two 4.75% non-guaranteed senior
      convertible note issues due 2008 and 2014, respectively.

   -- The B2 rating on Hanover's 7.5% senior unsecured notes due
      2013, 8.625% senior unsecured notes due 2010 and 9% senior
      unsecured notes due 2014, each with senior subordinated
      guarantees from core operating subsidiary Hanover
      Compression, L.P.

   -- The B3 rating on Hanover's 7.25% non-guaranteed convertible
      trust preferred stock.

The Universal ratings affected by the review for downgrade are:

   -- Universal's Ba2 corporate family rating and probability of
      default rating.

   -- The Ba1 rating on Universal's senior secured bank facilities
      due 2010.

   -- The B1 rating on Universal's 7.25% senior unsecured notes
      due 2010.

Universal Compression, Inc. is a wholly owned subsidiary of
Universal Compression Holdings, Inc.  Both Universal and Hanover
are based in Houston, Texas.


US AIRWAYS: Pilots Picket in Support of a Single Fair Contract
--------------------------------------------------------------
The US Airways Group Inc. and America West Airlines Inc. pilots
picketed at Reagan Washington National Airport on Feb. 6, 2007, to
demand that US Airways management, after being distracted by a
failed merger attempt, focus on negotiations for a single pilot
contract.  The pilot groups, both of which are represented by the
Air Line Pilots Association, International, are also calling on
CEO Doug Parker to take responsibility for the operational issues
that have plagued US Airways since the merger process began in
September 2005.

US Airways is posting continuous quarterly profits and just earned
its first full-year profit since 1999.  However, management
continues to pass bankruptcy-era proposals at the negotiating
table that ignore the unprecedented investment that the pilots
made to keep their airline viable after 9/11.  As reported in the
Troubled Company Reporter on Feb. 2, 2007, a single contract would
be a significant step toward completing the America West-US
Airways merger and combining the two airlines, allowing passengers
to finally benefit from a fully merged, seamless operation.

"With operational issues threatening the stability of our airline,
Doug Parker is beginning to see the consequences of unfinished
business in his own backyard," Captain Jack Stephan, chairman of
the US Airways Master Executive Council, said.  "When he decided
to focus on acquiring Delta Airlines, it distracted management
from their most important work: to complete the merging of US
Airways and America West.  He's had ample opportunity to improve
the airline's performance.  Instead, he has used our billions of
dollars in concessions in a failed attempt to take over another
airline, when he should have been concentrating on negotiating a
fair contract that recognizes our investment."

"US Airways has the ability to negotiate fairly with labor and can
ill afford not to," Captain John McIlvenna, chairman of the
America West Master Executive Council, said.  "We have patiently
watched and waited for management to improve its labor relations,
and we continue to be disappointed.  It's time to get serious
about completing the merger between US Airways and America West in
order to build a bigger and better airline."

The joint negotiations process with US Airways management for a
single, fair pilot contract is now approaching a year and a half.
Both pilot groups remain focused on the issue of achieving a fair
single contract, one that is commensurate with US Airways'
position in the marketplace.

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 60,000 pilots at 40 airlines in
the U.S. and Canada.

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of:

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

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

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

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


VITRO S.A.: Fitch Rates Proposed $1 Billion Notes Offering at B+
----------------------------------------------------------------
Fitch Ratings has upgraded Vitro, S.A.B. de C.V. local and foreign
currency Issuer Default Ratings to 'B' from 'CCC' and has assigned
a 'B+' rating to Vitro's $1 billion proposed notes offering. Fitch
has also upgraded Vitro's $225 million senior unsecured notes due
2013 to 'B+/RR3' from 'CCC/RR4', upgraded Vitro's national scale
rating to 'BB+(mex)' from 'BB(mex)'.

In addition, Fitch upgrades these national scale ratings on
Vitro's outstanding senior unsecured certificates:

   -- MXP360 million due Oct. 2, 2008 to 'BB+(mex)' from
      'BB(mex)'

   -- MXP1 billion due Dec. 22, 2008 to 'BB+(mex)' from 'BB(mex)'

   -- MXP1.14 billion due Feb. 5, 2009 to 'BB+(mex)' from
      'BB(mex)'

The Outlook on all ratings is Stable.

The rating upgrades reflect the improvement in the company's
capital structure and debt profile, which significantly lowers
refinancing risk and eliminates structural subordination following
the takeout of secured operating subsidiary debt.

In addition, Fitch assigns these ratings to Vitro's $1 billion
transaction, consisting of two tranches:

   -- $700 million 9.125% senior unsecured notes due Feb. 1, 2017
      and callable after 2012 'BB+/RR3'

   -- $300 million 8.625% non-callable senior unsecured notes due
      Feb. 1, 2012 'BB+/RR3'.

The notes are guaranteed by Vitro Envases Norteamerica, S.A. de
C.V. and its wholly owned subsidiaries and Vimexico, S.A. de C.V.
and its wholly owned subsidiaries. The transaction closed on Feb.
1, 2007.

The rating action also considers the improvement in Vitro's
operations, supported by the strong performance of the glass
containers division over the past year.  Consolidated EBITDA for
the 12 months ended Sept. 30, 2006 improved to $368 million from
$326 million for the 12 months ended Sept. 30, 2005, and the
EBITDA margin grew to 15.6% from 15.1%.  Fitch expects EBITDA
during 2007 to reach $330 million- $350 million.  Vitro continues
to face a challenging business and competitive environment, with
high raw materials and energy costs and customer expanding in-
house container production.

During 2006, asset sales and capital increases helped improve the
company's debt profile.  Over the past year, Vitro completed the
sale of its 51% interest in the glassware division, Vitrocrisa,
for $109 million in cash; sold real estate assets for
$143 million; and completed a capital increase for approximately
$50 million.  Proceeds from these transactions were used to reduce
debt, primarily at the holding company level.  For the 12 months
ended Sept. 30, 2006, the total debt-to-EBITDA ratio improved to
3.3x from 4.2x for the 12 months ended June 30, 2005. Fitch
expects leverage ratios to remain stable at current levels.

Proceeds from the offering will be applied to debt repayment and
corporate purposes.  As part of the refinancing process, VENA
launched a cash tender offer for its $250 million 10.75% senior
secured guaranteed notes due 2011, subject, among other
conditions, to obtain financing for the repayment of the notes.

Additionally, VENA solicited consent from bondholders to amend the
original notes indenture and release certain liens on the
collateral.  With this, the majority of the company's debt will be
allocated at the holding company level and rank pari-passu to
subsidiaries' unsecured obligations, eliminating structural
subordination.  It is expected that at closing of the transaction,
the company's senior unsecured notes due in 2013 will share the
same guarantee as and rank pari-passu with the new bonds.

Vitro is the leading producer of flat glass and glass containers
in Mexico, serving the construction, automotive, beverage, retail,
and service industries.  The company exports products to more than
70 countries.  For the 12 months ended Sept. 30, 2006, the company
had sales of $2.4 billion, EBITDA of $368 million, exports of
$567 million and foreign sales by subsidiaries of $780 million.


VITRO SA: S&P Lifts Notes' Long-Term Credit Rating to B from CCC+
-----------------------------------------------------------------
Standard & Poor' Ratings Services raised its long-term senior
unsecured credit rating on Mexico-based glass manufacturer Vitro
S.A.B. de C.V.'s notes due 2013 to 'B' from 'CCC+'.

"The rating action follows the successful issuance of Vitro's $300
million notes due 2012 and $700 million notes due 2017," said
Standard & Poor's credit analyst Jose Coballasi.

Given the issuance of the aforementioned notes, the holders of
Vitro's senior unsecured notes due 2013 are entitled to the
guarantee of Vitro's key subsidiaries, Vitro Envases Norteamerica
S.A. de C.V. and Vimexico S.A. de C.V., which, coupled with an
expected reduction in subsidiary liabilities and secured debt,
mitigates the structural subordination of holding company
creditors.

The ratings on Vitro are constrained by the company's highly
leveraged financial risk profile, its exposure to commodity price
volatility, and the challenging operating environment faced by its
flat-glass business unit.  The ratings also factor in the
seasonality of the food and beverage industry and the cyclicality
of the construction and automotive industries.

The ratings are supported by the company's leading position in
glass containers and its significant share of the Mexican
flat-glass market.  They also reflect its export activities and
international operations, which contribute about 50% of total
revenues.

Vitro, through its subsidiaries, is Mexico's leading glass
producer, and is a major participant in the flat-glass and glass-
container markets.  The company also produces raw materials and
equipment and capital goods for industrial use.


WCI COMMUNITIES: Board of Directors Declare Dividend
----------------------------------------------------
The Board of Directors of WCI Communities Inc. declared a dividend
of one preferred share purchase right for each outstanding share
of Common Stock of the company.

The dividend is payable on Feb. 9, 2007, to the stockholders of
record on that date.  Each Right entitles the registered holder to
purchase from the company one one-thousandth of a share of Series
A Junior Participating Preferred Stock, par value $0.01 per share
of the company at a price of $70.00 per one-thousandth of a share
of Preferred Stock.

The description and terms of the Rights are set forth in a Rights
Agreement dated as of Jan. 30, 2007, between the company and
Computershare Trust Company, N.A., as Rights Agent.

The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferable only in connection with the
transfer of Common Stock.  Until the Distribution Date, the
surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without a notation
incorporating the Rights Agreement by reference or a copy of this
summary of Rights, will also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such
certificate.

As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights will be mailed to holders of
record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone
will evidence the Rights.

The Rights are not exercisable until the Distribution Date.  The
Rights will expire on Jan. 30, 2009, unless the Final Expiration
Date is extended or unless the Rights are earlier redeemed or
exchanged by the company, in each case as described below.

The Rights Agreement is effective as of Jan. 30, 2007.

A full-text copy of the Rights Agreement is available for free
at http://ResearchArchives.com/t/s?196d

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
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.


WCI COMMUNITIES: Adopts Limited Duration Shareholder Rights Plan
----------------------------------------------------------------
WCI Communities Inc.'s Board of Directors has adopted a limited
duration Shareholder Rights Plan.

Under the Plan, one right will be distributed for each share of
WCI common stock outstanding at the close of business on
Feb. 9, 2007.  The rights plan, which is similar to the rights
plans of many other public companies, will continue in effect
until Jan. 30, 2009, unless earlier redeemed or terminated by WCI,
as provided in the Rights Plan.

Don E. Ackerman, Chairman of the Board, commented, "The Board is
committed to maximizing value for all of our shareholders.  Given
current conditions in our real estate markets and their negative
impact on our stock price, we believe having a rights plan with a
limited term will help ensure that all WCI shareholders realize
the full and fair value of their investment in the company in the
event of a potential change of control."

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities Inc. --
http://www.wcicommunities.com/-- 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
$128 million, respectively.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
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.


WAMU MORTGAGE: Moody's Puts Low-B Ratings on 2 Class Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates
Series 2007-OA1 Trust, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negatively
amortizing Alt-A mortgage loans originated by Washington Mutual
Bank.  The ratings are based primarily on the credit quality of
the loans and on the protection against credit losses provided by
subordination.  Moody's expects collateral losses to range from
0.55% to 0.75%.

Washington Mutual Bank will service the loans and Washington
Mutual Mortgage Securities Corp. will act as its administrative
agent with respect to the servicing of the loans.

These are the rating actions:

   * WaMu Mortgage Pass-Through Certificates Series 2007-OA1
     Trust

   * WaMu Mortgage Pass-Through Certificates, Series 2007-OA1

                      Class A-1A, Assigned Aaa
                      Class A-1B, Assigned Aaa
                      Class A-1C, Assigned Aaa
                      Class X-1-PPP, Assigned Aaa
                      Class X-2, Assigned Aaa
                      Class R,   Assigned Aaa
                      Class B-1, Assigned Aa1
                      Class B-2, Assigned Aa1
                      Class B-3, Assigned Aa1
                      Class B-4, Assigned Aa1
                      Class B-5, Assigned Aa2
                      Class B-6, Assigned Aa2
                      Class B-7, Assigned Aa3
                      Class B-8, Assigned A1
                      Class B-9, Assigned A2
                      Class B-10,Assigned Baa1
                      Class B-11,Assigned Baa3
                      Class B-12,Assigned Ba2
                      Class B-13,Assigned B2


WHITEHORSE IV: Moody's Rates $15 Million Class D Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by WhiteHorse IV Ltd.:

   -- Aaa to $330,500,000 Class A-1 Floating Rate Notes Due 2020;

   -- Aa2 to $28,000,000 Class A-2 Floating Rate Notes Due 2020;

   -- A2 to 25,000,000 Class B Deferrable Floating Rate Notes
      Due 2020;

   -- Baa2 to $16,500,000 Class C Floating Rate Notes Due 2020
      and,

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

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

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

WhiteHorse Capital Partners, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Upcoming Meetings, Conferences and Seminars

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 7-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Hedge Funds, Distressed Debt, Risk and
         Restructurings
            Red Rock Casino, Resort and Spa, Las Vegas, NV
               Contact: http://http://www.airacira.org//

February 8, 2007
   INSTITUTIONAL INVESTOR EVENTS
      Corporate Restructuring & Investing in Post-Crisis Latin
         America Forum
            New York, NY
               Contact: http://www.iievents.com/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      9th Annual TMA Symposium
         Four Seasons Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

February 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Marketing Strategies available to the Turnaround
         Practitioner
            Sydney, Australia
               Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Martini Networking Event
         Gibson's Steakhouse, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Valuation Outlook - What's in Store for 2007
         University Club, Portland, OR
            Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Window of Opportunity: Maximizing Value in a Retail
         Bankruptcy
            Denver Athletic Club, Denver, CO
               Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

February 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wharton Restructuring Conference
         The Wharton School
            Philadelphia, PA
               Contact: http://www.turnaround.org/

February 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development
         Brisbane, Australia
            Contact: http://www.turnaround.org/

February 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Gordon Biersch Brewery Restaurant, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-NOW Networking & Panel: Discussing Women's Networking
         Issues
            PBI, Philadelphia, PA
               Contact: 215-657-5551 or http://www.turnaround.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Maggianos, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 27, 2007
   PRACTISING LAW INSTITUTE
      Intercreditor Agreements & Bankruptcy Issues Workshop
         San Francisco, CA
            Contact: www.pli.edu

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Devil Rays Turnaround
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

February 27-28, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      5th Annual Corporate Restructuring Summit
         Sheraton Park Lane Hotel, London, UK
            Contact: http://www.euromoneyplc.com/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         Sydney, Australia
            Contact: http://www.turnaround.org/

March 14-15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Atlanta, GA
         Contact: http://www.turnaround.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Management Event
         Long Island, NY
            Contact: http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 20, 2007
   THOMSON WEST LEGALWORKS
      Insurance and Reinsurance Allocation Superbowl
         New York, NY
            Contact: http://www.westlegalworks.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Next Wave of Distressed Businesses: A Panel Discussion
         South Florida
            Contact: http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
         Rodney Page, Senior Partner of Blue Springs Partners
            Citrus Club, Orlando, FL
               Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons
            Las Colinas, Dallas, TX
               Contact: http://www.turnaround.org/

March 29-31, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, FL
            Contact: http://www.turnaround.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 4th Spring Luncheon and Founders Awards
         Washington, DC
            Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
      Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, FL
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, NY
               Contact: http://www.abiworld.org/

May 7, 2007
AMERICAN BANKRUPTCY INSTITUTE
9th Annual New York City Bankruptcy Conference
Millennium Broadway Hotel & Conference Center
New York, NY
            Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, OH
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, NY
            Contact: http://www.frallc.com/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://http://www.airacira.org//

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, NJ
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, IL
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, NV
               Contact: http://www.abiworld.org/

August 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, IL
            Contact: http://www.nabt.com/

August 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, MA
               Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, CA
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, LA
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, AZ
               Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, AZ
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
         Validation and Risk Assessment
            Audio Conference Recording
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the
         New Code
            Audio Conference Recording
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
         and Records Management for Bankruptcy Practitioners and
            Litigators
               Audio Conference Recording
                  Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
         Latest Decisions
            Audio Conference Recording
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Equitable Subordination and Recharacterization
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao,
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.

                    *** End of Transmission ***