TCR_Public/070208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 8, 2007, Vol. 11, No. 33

                             Headlines

ADVANCED MARKETING: Wants to Employ Focus Management as Advisors
AFFILIATED COMPUTER: Financial Report Filing Cues S&P's Pos. Watch
AKSYS LTD: NASDAQ Stock Market to Delist Common Stock
ALTEON INC: AMEX Approves Plan of Listing Compliance
AQUILA INC: Inks Separate Deals with Great Plains and Black Hills

ARLINGTON HOSPITALITY: Has Until April 29 to File Chapter 11 Plan
ARVINMERITOR INC: Prices $175 Million Senior Notes Offering
ASARCO LLC: Wants to Avoid Fraudulent Transfer of SPCC Shares
ASARCO LLC: Wants to Receive Tax Refunds from IRS Treasury
AZTAR CORP: Note Redemption Prompts S&P to Withdraw B+ Rating

BALTIMORE CITY: Moody's Holds $50.4 Million Bonds' Rating at Ba1
BEARINGPOINT INC: S&P Withdraw Subordinated Debt's Junk Rating
BRANFORD PARTNERS: Wants General Claims Bar Date Established
BRIGGS & STRATTON: Posts $5.9 Mil. Net Loss in Qtr. Ended Dec. 31
CALPINE CORP: Court OKs Goldendale Power Plant Sale for $120 Mil.

CATHOLIC CHURCH: Spokane Wants WIGA Settlement Agreement Approved
CATHOLIC CHURCH: Spokane Wants CNA Settlement Agreement Approved
CHALLENGER POWERBOATS: Buys IMAR Group & Gekko Sports for $7 Mil.
CLOROX CO.: Richard Carmona & Edward Mueller Elected to Board
CLOROX CO: December 31 Balance Sheet Upside-Down by $33 Million

CMS ENERGY: Abu Dhabi Deal Prompts Fitch's Positive Rating Watch
COLLINS & AIKMAN: Wants Beringea LLC as Investment Banker
COLLINS & AIKMAN: Donnelly Penman Approved as Investment Banker
CREDIT SUISSE: Fitch Holds Junk Rating on $7.2 Mil. Class P Certs.
CREST G-STAR: Moody's Lifts Rating on $15 Mil. Class D Notes to B1

DAIMLERCHRYSLER AG: Prepares Plan to Address U.S. Arm Losses
DELTA AIR: Bankruptcy Court Prohibits Pilot Work Actions by ALPA
DELTA AIR: New York Court Approves Disclosure Statement
DELTA AIR: Plan Confirmation Hearing Slated for April 25
DELTA PETROLEUM: Prices Follow-on Common Stock Offering

DPL INC: S&P Upgrades Corporate Credit Rating to BBB from BB
EDGEN MURRAY: S&P Holds Rating on $136 Mil. Senior Notes at B-
GE-WMC: Fitch Holds B+ Rating on Series 2005-2 Class B-5 Certs.
GEO GROUP: Finalizes Pricing for New $365 Million Term Loan B
GSMPS MORTGAGE: S&P Puts Default Rating on Class B5 Certificates

HANOVER COMPRESSION: Merger Deal Prompts S&P's Positive Watch
HEMOSOL CORP: Court Further Extends Plan Sponsorship Agreement
JP MORGAN: Fitch Holds Low-B Ratings on $21.3 Million Certificates
LNR CDO: S&P Rates $20.5 Million Class L Certificates at BB-
LONGVIEW FIBRE: Brookfield Deal Cues S&P to Hold Negative Watch

LOUISIANA-PACIFIC: DBRS Holds Sr. Sub. Debt's Rating at BB (high)
MARKEL CORP: S&P Holds BB+ Debt Ratings & Says Outlook is Positive
MERRILL LYNCH: S&P Cuts Rating on Class B-2 Certificates to B
MORGAN STANLEY: Fitch Lifts Rating on Class K Certificates to BB
MORGAN STANLEY: Fitch Holds Junk Rating on $1 Mil. Class O Certs.

MORTGAGE LENDERS: Taps Trumbull Group as Notice & Claims Agent
NEWARK GROUP: Good Performance Prompts S&P's Stable Outlook
NORD RESOURCES: Nedbank Loan Maturity Date Extended to February 23
ORLEAN HOMEBUILDERS: Defaults Under Amended Revolving Credit Loan
OWNIT MORTGAGE: Wants Buchalter Nemer as Government Counsel

PENTON MEDIA: S&P Affirms Second-Lien Bank Loans' Junk Rating
POE FINANCIAL: Exclusive Plan-Filing Period Extended to April 16
PORTRAIT CORP: Files Joint Plan & Disclosure Statement in New York
RADIATION THERAPY: Moody's Affirms Corporate Family Rating at B1
READER'S DIGEST: High Leverage Cues Moody's to Cut Ratings to B2

SALOMON BROTHERS: Fitch Junks Rating on HUD1 Class B-4 Certs.
SEA CONTAINERS: Court OKs Bingham as Counsel to Services Committee
SEA CONTAINERS: Committee Hires Morris Nichols as Delaware Counsel
SECURITY AVIATION: Files Schedules of Assets and Liabilities
SECURITY AVIATION: Can Hire Russell Minkemann as Accountant

SHAW COMMUNICATIONS: Moody's Lifts Sr. Sub. Notes' Rating to Ba2
SIENA TECHNOLOGIES: Secures $1.1 Mil. Financing fFrom Investors
SMARTIRE SYSTEMS: Reduces Workforce by 25%
SYNAGRO TECH: Inks $772 Million Merger Deal with Carlyle Group
TANK SPORTS: Completes Acquisition of Redcat Motors

TECO ENERGY: Moody's Reviews Ratings and May Upgrade
TERWIN MORTGAGE: Moody's Junks Ratings on Two Certificate Classes
TESORO CORP: Buying 140 Retail Sites from USA Petroleum for $277MM
TESORO CORP: To Buy Shell's Refinery & Retail Sites for $1.63 Bil.
TOWER AUTOMOTIVE: Has Until April 30 to Remove Civil Actions

TOWER AUTOMOTIVE: Panel Wants Stutman Treister as Special Counsel
TOWN OF MARION: Files for Bankruptcy Protection in Mississippi
TOWN OF MARION: Voluntary Chapter 9 Case Summary
TOWN SPORTS: Commences $169.9 Million 9-5/8% Senior Notes Offering
TRANSDIGM INC: S&P Holds B+ Rating on Proposed $980 Mil. Facility

TRIAD HOSPITALS: Buyout Cues S&P to Cut Corp. Credit Rating to B+
UNITED AUTO: Wants to Redeem 9.625% Senior Notes on March 15
UNITED AUTO: Declares $0.07 Per Share Quarterly Dividend
UNITED CUTLERY: Court OKs TRG as Arrowhead's Financial Adviser
UNIVERSAL COMPRESSION: Merger Cues S&P to Hold BB Corp. Rating

VALLEY NATIONAL: Moody's Rates $215 Million Facilities at Ba3
VERSO PAPER: Moody's Junks Rating on Proposed $250 Mil. Sr. Loan
VICORP RESTAURANTS: S&P Junks Rating on Senior Unsecured Notes
WERNER LADDER: Court OKs 2nd Forbearance Pact with Black Diamond
WOLVERINE TUBE: Preferred Stocks' Sale Cues S&P's Positive Watch

* Randy Visser Joins Sheppard Mullin in Los Angeles
* Sheppard Mullin Promotes Six Attorneys to Partners

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

                             *********

ADVANCED MARKETING: Wants to Employ Focus Management as Advisors
----------------------------------------------------------------

Advanced Marketing and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to  
employ Focus Management Group U.S.A. Inc. to provide them with
financial reporting, consulting and advisory services in their
Chapter 11 cases.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, at
Wilmington, Delaware, relates that Focus has substantial
experience in both the financial analysis area and certain
insolvency services, having served in Chapter 11 cases on behalf
of debtors and creditors.

On March 8, 2006, the Debtors hired Focus for the purpose of,
inter alia, developing financial models and other tools to assist
in the Debtors' reporting to their senior secured lenders.  To
develop the models, Focus reviewed in detail the Debtors'
financial and operations reporting and systems.  Mr. Collins says
that Focus has developed a significant amount of knowledge of the
Debtors' businesses.

Specifically, Focus will:

   (a) prepare and, from time to time, update cash flow
       forecasts, other projections and other financial data for
       the Debtors;

   (b) assemble and prepare information for the Debtors' DIP
       lenders;

   (c) assist the Debtors in monitoring compliance with operating
       cash flow requirements as per the loan agreement with the
       Debtors' DIP lenders;

   (d) assist the Debtors in the preparation of reports to the
       United States Trustee;

   (e) assist the Debtors in complying with guidelines
       established by the U.S. Trustee;

   (f) assist the Debtors in connection with other financial
       operations and related tasks;

   (g) periodically communicate with and participate in meetings
       with the Debtors' management and other parties-in-interest
       regarding the Debtors' financial condition; and

   (h) perform other functions as requested by the Debtors, their
       legal counsel, and their financial advisors.    

Mr. Collins adds that Focus' retention centers around its
familiarity from prepetition work with certain aspects of the
Debtors' books, records and financial reporting needs.

Focus will be working on a number of projects either in
conjunction with the Capstone Advisory Group, LLC, or under the
supervision of Capstone.

Moreover, Mr. Collins notes that it is necessary and essential
that the Debtors employ Focus to render the professional services
necessary to assist the Debtors with their duties as debtors and
debtors-in-possession.  "The Debtors believe that Focus is well-
qualified to serve them in these chapter 11 cases and that the
retention of Focus is necessary and in the best interests of
their estates and creditors," says Mr. Collins.

Robert O. Riiska, a managing director at Focus, assures the Court
that Focus' partners and associates do not have any connection
with or any interest adverse to the Debtors, their creditors, or
any other party-in-interest, or their attorneys.

Prior to the Dec. 29, 2006, the Debtors paid Focus $1,044,850 for
fees and expenses for prepetition services rendered by Focus to
the Debtors, as well as to serve as retainer, of which $775,452
was received during the 90 days prior to the Petition Date.  

After deducting fees and expenses previously billed -- and paid
-- and estimated unbilled prepetition amounts for prepetition
services rendered, $346,626 remains as a retainer.  The balance
will be available to be applied to postpetition services and any
prepetition fees and expenses incurred but unprocessed, prior to
the Petition Date.

The Debtors will pay Focus its hourly fees and reasonable
expenses.  Focus' discounted hourly rate schedule for the Debtors
is:

   Designation                Hourly Rate         
   -----------                -----------
   Managing Directors             $375
   Senior Consultants             $350

Traveling time to and from the Debtors' corporate headquarters
will not be charged to the Debtors; however, the Debtors will pay
for all costs and expenses incurred in connection with the
services provided.

The Debtors and Focus also agreed to certain indemnification
provisions.

                      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)


AFFILIATED COMPUTER: Financial Report Filing Cues S&P's Pos. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for its ratings on Dallas-based Affiliated Computer
Services Inc., including the 'B+' corporate credit rating, to
positive from negative.

The ratings remain on CreditWatch, where they were placed on
Jan. 27, 2006.

"The revision reflects the filing of audited financial reports and
the elimination of any triggering events that might have caused a
payment acceleration on the company's $2 billion of term debt,"
said Standard & Poor's credit analyst Philip Schrank.

The current rating reflected the acceleration potential.  Still
outstanding, however, is a claim of covenant default by certain
holders of its senior notes.  In the event the claim of default is
upheld in a court of law, the company has the capacity under its
credit facilities to fund the debt repayment.  ACS provides
diversified business process outsourcing and information
technology outsourcing solutions.

Standard & Poor's will meet with ACS' new management team to
review current performance and evaluate the results of its
internal investigation into its historical stock option practices
to determine the accounting consequences, the ongoing government
investigations regarding the option grants, pending litigation,
and any changes to strategy and corporate governance practices to
determine what, if any, effect they have on debt ratings.


AKSYS LTD: NASDAQ Stock Market to Delist Common Stock  
-----------------------------------------------------
The Nasdaq Stock Market, LLC, informed the U.S. Securities and
Exchange Commission that it has determined to remove from listing
the common stock of Aksys, Ltd., effective at the opening of
business tomorrow, Feb. 9, 2007.

Nasdaq Staff determined, based on a review of the information
provided by the company, that the company no longer qualified for
listing on the Exchange as it failed to comply with Marketplace
Rules 4310(c)(02).

The company was notified of Staffs determination on July 6, 2006.
The company requested a review of the Staffs determination before
the Listing Qualifications Hearings Panel.

Upon review of the information provided by the company, the Panel
determined that the company did not qualify for inclusion on the
Exchange based on its failure to comply with the Marketplace Rule.

The Company was notified of the Panels decision on Dec. 4, 2006
and trading in the company's securities was suspended on Dec. 6,
2006.  The Company did not request a review of the Panels decision
by the Nasdaq Listing and Hearing Review Council.  The Listing
Council did not call the matter for review. The Panels
Determination to delist the company became final on Jan. 18, 2007.

                       About Aksys Ltd.

Based in Lincolnshire, Ill., Aksys Ltd. -- http://www.aksys.com/  
-- provides hemodialysis products and services for patients
suffering from end-stage renal disease, known as chronic kidney
failure.  The company offers an automated personal hemodialysis
system, known as the Aksys PHD, a Personal Hemodialysis System
(PHD System), which is designed to enable patients to perform
frequent hemodialysis at alternate sites, such as their own homes.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $34.812 million compared to a
stockholders' deficit of $3.305 million at Dec. 31, 2005.


ALTEON INC: AMEX Approves Plan of Listing Compliance
----------------------------------------------------
Alteon Inc. was notified by the American Stock Exchange that
it has accepted the company's plan of compliance with AMEX's
continued listing standards, and that the company's listing will
be extended until April 9, 2008.

The company will be subject to periodic review by AMEX staff
during the extension period, and failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the company being delisted from the American
Stock Exchange.

                        About Alteon Inc.

Headquartered in Parsippany, New Jersey, Alteon Inc. (AMEX: ALT)
--- http://www.alteon.com/-- is a product-based biopharmaceutical   
company engaged in the development of small molecule drugs to
treat and prevent cardiovascular diseases and other diseases
associated with aging and diabetes.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 19, 2006,
J.H. Cohn LLP expressed substantial doubt about Alteon's ability
to continue as a going concern after auditing the company's
financial statements for the year ended Dec. 31, 2005.  The
auditing firm cited that the company incurred a net loss of
approximately $13 million and that it used approximately
$14 million of cash in operating activities during the year ended
Dec. 31, 2005.


AQUILA INC: Inks Separate Deals with Great Plains and Black Hills
-----------------------------------------------------------------
Great Plains Energy Incorporated and Aquila Inc., both of Kansas
City, Mo., and Black Hills Corporation of Rapid City, South
Dakota, have entered into definitive agreements for two separate
transactions, under which:

   -- Great Plains Energy, the parent of Kansas City Power &
      Light, will acquire all the outstanding shares of Aquila and
      its Missouri-based electric utility assets for $1.80 in cash
      plus 0.0856 of a share of Great Plains Energy common stock
      for each share of Aquila common stock in a transaction
      valued at approximately $1.7 billion, or $4.54 per share,
      based on Great Plains Energy's closing stock price on
      Feb. 6, 2007.  In addition, Great Plains Energy will assume
      approximately $1 billion of Aquila's net debt.  The
      combination will form a strong regional utility
      well-positioned to meet the growing energy needs of the
      greater Kansas City area.

   -- Immediately before Great Plains Energy's acquisition of
      Aquila, Black Hills will acquire from Aquila its electric
      utility in Colorado and its gas utilities in Colorado,
      Kansas, Nebraska, and Iowa along with the associated
      liabilities for a total of $940 million in cash, subject to
      closing adjustments, significantly broadening Black Hills'
      regional presence and retail utility base.

   -- After closing, Great Plains Energy will be the parent of
      Aquila, which will continue to own its Missouri-based
      utilities and its Merchant Services operations, primarily
      consisting of the 340-megawatt Crossroads power generating
      facility and residual natural gas contracts.  The proceeds
      from the asset sale to Black Hills will be used to fund the
      cash portion of the consideration to Aquila shareholders and
      to reduce existing Aquila debt.

   -- Upon consummation of the transactions, Aquila shareholders
      will own approximately 27% of Great Plains Energy common
      stock, which currently is paying an annual dividend of
      $1.66 per share.

When completed, the two transactions will increase the size and
scope of Great Plains Energy's and Black Hills' operations, and
enhance their ability to serve customers and communities and to
build value for their respective shareholders.

After the transactions close, Great Plains Energy will have
revenues of over $3 billion and approximately 800,000 customers.
The combined Black Hills/Aquila regulated utility and other
operations will have a total of more than 750,000 retail and
wholesale customers in 12 states.

Great Plains Energy expects to retain most of the employees
working for the Aquila operations it is acquiring.  This includes
all unionized personnel, whose employment status will not be
affected by the transaction.

In forming a strong regional utility, however, Great Plains Energy
does expect some position reductions, primarily where support
service functions overlap.

Black Hills expects to retain all of the employees working for the
Aquila operations it is acquiring.  There will be no change to
Great Plains Energy's or Black Hills' respective senior management
teams or Boards of Directors as a result of the two transactions.

Great Plains Energy's chief executive officer will lead the
combined Great Plains Energy/Aquila operations and Black Hills'
chief executive officer will lead the combined Black Hills/Aquila
operations.

            The Great Plains Energy/Aquila Transaction

Under the terms of the Great Plains Energy/Aquila transaction,
which was approved by the Boards of Directors of both companies,
Great Plains Energy will acquire Aquila and its Missouri-based
utilities, Missouri Public Service Company, and St. Joseph Light &
Power, expanding Great Plains Energy's utility service territory
around the Kansas City metro area.

The Aquila transaction will add about 300,000 electric utility
customers to the existing base of about 500,000 customers.  The
combined generating capacity will consist of approximately 5,800
megawatts.

"For Great Plains Energy, this transaction will forge an
exceptionally strong regional electric utility committed to
improving the total living environment for customers and
communities by providing low-cost, reliable, clean energy,"
Michael J. Chesser, chairman and chief executive officer of Great
Plains Energy, said.

"Combining Aquila's many strengths with our own will result in
superior customer service, enhanced reliability, and an even
greater investment in environmental stewardship and energy
efficiency.  Moreover, our complementary service territories and
generation portfolios provide the opportunity to realize
significant synergies."

Said Richard C. Green, chairman, president and chief executive
officer of Aquila, "We have made tremendous progress since 2002
executing our repositioning strategies.

"Having improved our financial condition significantly, we believe
this transaction provides the best overall, long-term value for
Aquila shareholders by accelerating their return on investment.

"Following the combination, our utilities will have access to
lower-cost capital to fund investments to meet customer growth
projections, environmental upgrades and improvements to utility
infrastructure.

"In addition, Aquila investors will receive a significant
ownership stake in Great Plains Energy and resulting dividends.  
We look forward to working closely with Mike Chesser and members
of the Great Plains Energy team to get the necessary approvals as
quickly as possible."

Mr. Chesser said, "Great Plains Energy's highly collaborative
corporate culture, combined with the strong regulatory and
community relationships we have built, will help facilitate the
timely completion of these transactions and, following completion,
a smooth and seamless integration process.

"For now, all customers of Aquila will continue receiving customer
service and billing information directly from Aquila.  We, Aquila,
and Black Hills are committed to keeping our respective
constituents -- customers, community leaders, business partners,
and employees -- fully informed of our progress in getting these
important and exciting transactions completed."

Great Plains Energy expects the transaction to deliver financial
and operational benefits in several areas.  Total pre-tax
synergies are estimated to reach about $500 million over a five-
year period, with costs to achieve, including transaction costs,
of approximately $185 million.

Operational synergies over the same five-year period are expected
to total about $310 million.  These synergies are expected to
result from:

   -- Improved operational and scale efficiencies enabled by
      adjacent service areas;

   -- Reduction in overlapping positions and overhead expenses;

   -- Capturing the benefits of more efficient procurement;

   -- Integrating and enhancing information technology; and

   -- Investments in infrastructure and energy efficiency.

After the transaction, Aquila's credit rating is anticipated to be
investment grade.  The improved credit rating is expected to lower
interest costs on a substantial portion of existing high interest
rate debt through rate step-down provisions while also lowering
rates on new debt planned to help fund ongoing capital
investments.  Aquila interest rate savings are estimated to be
about $190 million over five years following the closing of the
transactions.

The transaction is expected to be modestly dilutive to Great
Plains Energy earnings in 2008 with EPS accretion beginning in
2009.

Great Plains expects to fully utilize Aquila's substantial net
operating loss tax benefits over the next several years following
transaction close.

                The Black Hills/Aquila Transaction

Under the terms of the Black Hills/Aquila asset purchase/sale
agreement, which was approved by the Board of Directors of both
companies, Black Hills will acquire one regulated electric utility
owned by Aquila in Colorado (where Black Hills currently has
various independent power generation, oil and gas, and other non-
regulated operations) and Aquila's regulated gas utilities in
Colorado, Kansas, Nebraska, and Iowa.

The Black Hills transaction will add a total of about 616,000 new
utility customers (93,000 electric customers and 523,000 gas
customers) to the 137,000 utility customers (104,000 electric
customers and 33,000 gas customers) Black Hills currently serves.  
Other assets included in the Black Hills transaction include a
customer service center and centralized natural gas operation in
Nebraska.

David R. Emery, chairman, president, and chief executive officer
of Black Hills, said: "Our acquisition of these utility properties
and related assets has great industrial logic for Black Hills
strategically, operationally and financially.

"It will significantly enhance our existing footprint in Colorado,
enabling us to serve retail utility customers and communities in
that state and to do so on an efficient basis.

"It will also give us, for the first time, a significant presence
in the three neighboring states of Kansas, Nebraska, and Iowa,
where retail utility customers will also benefit from our
commitment to superior customer service, reliability and
efficiency."

"Black Hills' shareholders should benefit from the transaction as
we build a solid foundation for future growth in earnings per
share and increased shareholder value.  

"We expect the transaction to provide positive cash flow
immediately.  We also expect that, after some earnings dilution in
the first post-completion year related to transition costs, the
transaction will be earnings accretive beginning in the second
full post-completion year.

"Black Hills employees, including those who will be joining us
from Aquila, will have additional opportunities for personal and
professional growth as we combine our respective, highly
complementary utility and other operations.

"In short, we believe this transaction will produce significant
long-term benefits for everyone concerned--investors, customers,
communities and employees," Mr. Emery said.

Black Hills has entered into a binding agreement with a group of
lenders including ABN Amro Bank as administrative agent for a
committed acquisition credit facility to finance the Black
Hills/Aquila transaction.

Reflecting its prudent and conservative financial philosophy,
Black Hills expects the permanent financing that will replace this
bridge facility to be a combination of new equity, mandatory
convertible securities, unsecured debt at the holding company
level, and internally generated cash resources.

The contemplated permanent financing is expected to be deemed
investment grade by credit rating agencies.  Some portion of the
transaction financing may be obtained through a public offering or
private placement prior to closing.

                      Process and Next Steps

Great Plains Energy's acquisition of Aquila is subject to the
approval of both Great Plains Energy and Aquila shareholders;
regulatory approvals from the Missouri Public Service Commission,
the Kansas Corporation Commission, and the Federal Energy
Regulatory Commission; Hart-Scott-Rodino antitrust review; as well
as other customary conditions.

Black Hills' purchase of the Aquila assets is subject to
regulatory approvals from the Missouri Public Service Commission,
the Kansas Corporation Commission, the Colorado Public Utilities
Commission, the Nebraska Public Service Commission, the Iowa
Utilities Board, and the Federal Energy Regulatory Commission;
Hart-Scott-Rodino antitrust review; as well as other customary
conditions.

In addition, each of the two transactions is conditioned on the
completion of the other transaction.  Both are expected to close
in about a year.

                             Advisors

Credit Suisse Securities (USA) LLC and Sagent Advisors Inc. served
as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP
served as legal advisor to Great Plains Energy with regard to the
Great Plains Energy/Aquila transaction.

Credit Suisse Securities (USA) LLC also served as financial
advisor and Morgan Lewis & Bockius LLP served as legal advisor to
Black Hills Corporation with regard to the Black Hills/Aquila
transaction.

The Blackstone Group L.P. and Lehman Brothers Inc. served as
financial advisors to Aquila management and Evercore Group Inc.
served as financial advisor to the Aquila Board of Directors.
Fried, Frank, Harris, Shriver & Jacobson LLP served as legal
advisor to Aquila with regard to both transactions.

                     About Great Plains Energy

Headquartered in Kansas City, Mo., Great Plains Energy
Incorporated (NYSE: GXP) -- http://www.greatplainsenergy.com/--  
is the holding company for Kansas City Power & Light, a regulated
provider of electricity in the Midwest, and Strategic Energy LLC,
a competitive electricity supplier.

                      About Black Hills Corp.

Black Hills Corp. (NYSE: BKH) -- http://www.blackhillscorp.com/--  
is a diversified energy company. Its retail businesses are Black
Hills Power, an electric utility serving western South Dakota,
northeastern Wyoming and southeastern Montana; and Cheyenne Light,
Fuel & Power, an electric and gas distribution utility serving the
Cheyenne, Wyoming vicinity.  Black Hills Energy, the wholesale
energy business unit, generates electricity, produces natural gas,
oil and coal, and markets energy.

                           About Aquila

Based in Kansas City, Mo., Aquila Inc. (NYSE: ILA) --
http://www.aquila.com/-- operates electricity and natural    
gas transmission and distribution utilities serving customers
in Colorado, Iowa, Kansas, Michigan, Minnesota, Missouri, and
Nebraska.  The company also owns and operates power generation
assets.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2006,
Moody's Investors Service upgraded the $300 million senior secured
bank facility of Aquila, Inc., to Ba2 from Ba3.  At the same time,
Moody's raised Aquila's corporate family rating to B1 from B2.  
Moody's rating of Aquila's long-term senior unsecured obligations
remains unchanged at B2.  The rating outlook is changed to stable
from positive.

As reported in the Troubled Company Reporter on Sept. 6, 2006,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Aquila Inc. to 'B' from 'B-'.  The rating remains
on CreditWatch with positive implications.

At the same time, Standard & Poor's raised its short-term
corporate credit rating to 'B-2' from 'B-3' and removed the rating
from CreditWatch with positive implications.


ARLINGTON HOSPITALITY: Has Until April 29 to File Chapter 11 Plan
-----------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the U.S. Bankruptcy Court for
the Northern District of Illinois extended, until April 29, 2006,
Arlington Hospitality, Inc., and its debtor-affiliates' exclusive
period to file a chapter 11 plan of reorganization.

Judge Goldgar also extended the Debtor's exclusive period to
solicit acceptances of that plan until June 29, 2007.

As reported in the Troubled Company Reporter on Nov. 13, 2006, the
Debtors disclosed that they were currently engaged in discussions
with the various constituents in these cases, including the
Official Committee of Unsecured Creditors and PMC Commercial
Trust, to determine how best to tailor a plan of liquidation to
benefit the interests of the estates' creditors.  The Debtors and
the Committee are currently exploring complicated issues of
valuation and allocation regarding the Debtors' estates to
determine, among other things, whether and to what extent
substantive consolidation among the various related debtor
entities is warranted.

                  About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates develop and
construct limited service hotels and own, operate, manage and sell
those hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885).  
Catherine L. Steege, Esq., at Jenner & Block LLP, provides the
Debtors with legal advice and Chanin Capital LLC serves as the
company's investment banker.  David W. Wirt, Esq., at Winston &
Strawn, represents the Official Committee of Unsecured Creditors.  
As of March 31, 2005, Arlington Hospitality reported $99 million
in total assets and $94 million in total debts.


ARVINMERITOR INC: Prices $175 Million Senior Notes Offering
-----------------------------------------------------------
ArvinMeritor, Inc., disclosed the pricing of its offering of
$175 million aggregate principal amount of convertible senior
unsecured notes due 2027.  The offering is being made to qualified
institutional buyers in a private placement.  The notes will rank
equally in right of payment to all of ArvinMeritor's existing and
future senior unsecured indebtedness.  ArvinMeritor has granted to
the initial purchasers of the notes a 30-day option to purchase up
to an additional $25 million aggregate principal amount of the
notes, solely to cover over-allotments.  The sale of the notes is
expected to close on Feb. 8, 2007, subject to customary closing
conditions.

The company will pay 4% cash interest on the notes semiannually
until Feb. 15, 2019, after which no cash interest will be paid.  
Commencing Feb. 15, 2019, the principal amount of the notes will
be subject to accretion at a rate that provides holders with an
aggregate annual yield to maturity of 4%.

The notes will be convertible in certain circumstances into cash
up to the accreted principal amount of the notes, and cash, shares
of common stock, or a combination thereof, at the company's
election, for the remainder of the conversion obligation, if any,
in excess of the accreted principal amount, based on an initial
conversion rate, subject to adjustment, equivalent to 37.4111
shares of common stock per $1,000 original principal amount of
notes.  This represents an initial conversion price of
approximately $26.73 per share.

The company currently expects to use the net proceeds from the
offering of the notes, 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.

                       About ArvinMeritor

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Standard & Poor's Ratings Services lowered its ratings on
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 company was affirmed.  The outlook is stable.  

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


ASARCO LLC: Wants to Avoid Fraudulent Transfer of SPCC Shares
-------------------------------------------------------------
ASARCO LLC seeks to avoid a fraudulent transfer of its 54.2%
ownership in its subsidiary Southern Peru Copper Corporation to
its parent, Americas Mining Corporation, a wholly owned
subsidiary of Grupo Mexico, S.A. de C.V.

ASARCO also seeks to recover dividends that it otherwise would
have received since the March 2003 Transfer.

                   Grupo Mexico Acquired ASARCO

Grupo Mexico purchased all of ASARCO's stocks in a leveraged buy-
out in 1999.  Grupo Mexico subsequently replaced ASARCO's board of
directors with new management consisting of its affiliates.  Grupo
Mexico then formed AMC as ASARCO's parent in October 2000.

G. Irvin Terrell, Esq., at Baker Botts, L.L.P., in Houston,
Texas, contends that Grupo Mexico structured the Buy-out so that
ASARCO assumed huge amounts of debt.  ASARCO was left
inadequately capitalized to conduct its business, Mr. Terrell
adds.

                     Sale of the SPCC Shares

In 2001, Grupo Mexico and AMC proposed to restructure ASARCO's
finances by purchasing the SPCC shares for $100,000,000 and
assuming $350,000,000 of ASARCO's debt.

Mr. Terrell states that in September 2000, the SPCC stock was
valued at $978,000,000 and by July 2002, it was valued at
$1,200,000,000.  Grupo Mexico and AMC, however, proposed to
acquire the SPCC stock for much less than the valuations.  To
that end, they directed ASARCO to engage Houlihan Lokey Howard &
Zukin and later, Ernst & Young Corporate Finance to provide
valuations.

Meanwhile, ASARCO was in the midst of an extended period of
financial distress throughout 2000 and 2001.  As a result, ASARCO
chose to sell assets and monetize environmental and toxic tort
insurance policies.  ASARCO used the asset sale proceeds and
substantial portions of the insurance settlements to fund current
operations, like making payroll.

In December 2001, Grupo Mexico and AMC directed ASARCO to redeem
$50,000,000 bonds at par.  ASARCO, however, did not have funds
available to redeem the bonds, so Grupo Mexico provided a
$42,000,000 "advance" of its purchase of the SPCC shares.

By April 2002, ASARCO could not obtain a solvency opinion, making
the transfer of the SPCC shares even more vulnerable to a
fraudulent transfer, Mr. Terrell points out.  Grupo Mexico and
AMC realized they would have to pay more than $450,000,000 for
the SPCC stock.  Grupo Mexico and AMC began planning on a
$600,000,000 purchase price.

Then, in August 2002, the United States Department of Justice
filed a lawsuit to enjoin ASARCO's transfer of the SPCC shares.  
ASARCO settled the DOJ Lawsuit by agreeing that $100,000,000 from
the SPCC Sale proceeds would fund an environmental trust.

The DOJ Settlement would allow the transfer of the SPCC stock to
go through, Mr. Terrell notes.  However, ASARCO was not to
receive immediately available funds because the consideration to
be paid by AMC would be allocated for these items:

   -- $450,000,000 would go to retire the credit facility
      guaranteed by Grupo Mexico as part of the 1999 LBO;

   -- $100,000,000 was earmarked for the environmental trust;

   -- the $42,000,000 of intercompany debt forgiveness to Grupo
      Mexico yielded no cash; and

   -- the remaining $50,000,000, as well as $50,000,000 raised
      from monetizing insurance policies, was going to be used to
      retire ASARCO's $100,000,000 7-3/8% bonds due 2003 -- the
      Yankee Bonds.

Squire Sanders & Dempsey, LLP, ASARCO's counsel, repeatedly warned
ASARCO that the Transfer was subject to credible fraudulent
transfer challenge by ASARCO's creditors.   Nevertheless, ASARCO
effected the Transfer in March 2003.

Mr. Terrell maintains that aside from its liquidity crises and
the pressure it received from its Board of Directors, ASARCO's
decision to sell the SPCC shares was driven by the concern that
SPCC was going to end up in the hands of ASARCO's creditors if it
did not sell.

Mr. Terrell argues that the Transfer of the SPCC shares is a
fraudulent transfer for these reasons:

   1. The SPCC shares were transferred with the actual intent to
      hinder, delay and defraud ASARCO's creditors;

   2. ASARCO received less than reasonably equivalent value in
      exchange for making the Transfer;

   3. The Transfer deprived ASARCO of assets that have
      appreciated in value since March 2003 as a result of the
      increase in the price of copper; and

   4. ASARCO was hopelessly insolvent at the time of the
      Transfer.  ASARCO was in default on many of its debt
      obligations.

If the sale to AMC is set aside, ASARCO believes that it may use
its interests in the Southern Peru mines to successfully plan and
complete its reorganization.

Accordingly, ASARCO asks the U.S. Bankruptcy Court for the
Southern District of Texas to:

   (a) declare that the Transfer of the SPCC shares is void;

   (b) direct AMC to immediately return the SPCC shares;

   (c) set aside and cancel all documents evidencing the Transfer
       of the SPCC shares to AMC;

   (d) award it money damages for the dividends it would have
       received on the SPCC shares; and

   (e) award its attorneys' fees, interests and costs to the
       full extent permitted by law.

                   TRO is Necessary, ASARCO Says

In April 2006, Southern Copper made known its intent to sell
itself and begun talks with four major mining companies, Phelps
Dodge Corporation, Xstrata, Rio Tinto and Anglo American.  
Southern Copper also disclosed that Grupo Mexico would consider
diluting its majority stake in the company.

If AMC is permitted to transfer or dilute its interest in SPCC,
ASARCO's estate will lose its equitable remedy of return, Mr.
Terrell asserts.

Thus, ASARCO asks the Court to issue a temporary restraining
order to enjoin Grupo Mexico and AMC from transferring their
interests in SPCC or taking any other act that might hinder or
delay ASARCO's ability to avoid the Transfer of the SPCC shares.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

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


ASARCO LLC: Wants to Receive Tax Refunds from IRS Treasury
----------------------------------------------------------
ASARCO LLC's predecessor, Asarco Incorporated (New Jersey), filed
consolidated tax returns as the common parent of an affiliates
group of corporations, which includes:

   * the Asbestos Subsidiary Debtors composed of Lac d'Amiante du
     Quebec Ltee; Lake Asbestos of Quebec, Ltd.; LAQ Canada,
     Ltd.; CAPCO Pipe Company, Inc.; and Cement Asbestos Product
     Company;

   * Rinker Materials South Central, Inc., formerly known as
     American Limestone Company;

   * Enthone, Inc., formerly known as Enthone-OMI, Inc.;

   * El Liquidation, Inc., formerly known as Enthone
     Incorporated; and

   * OMI International Corporation.

From the tax years ending 1987 through 1989, Asarco NJ made tax
overpayments.  Thus, ASARCO expects to receive tax refunds
totaling $40,479,421, plus interest, from the United States
Department of the Treasury, Internal Revenue Service.

In November 1999, Grupo Mexico, S.A. de C.V. acquired all of the
common outstanding stock of Asarco NJ as part of a leveraged buy-
out.  Grupo Mexico also restructured Asarco NJ into a limited
liability company for tax purposes.

Grupo Mexico and the Official Committee of Unsecured Creditors of
the Asbestos Subsidiary Debtors contend that, because of the LLC
Agreement, ownership of the Refund shifted to Americas Mining
Corporation, ASARCO's parent company.

Asarco NJ made the tax overpayments, which gave rise to the
Refund, thus ASARCO has the legal right to receive the Refund,
James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
asserts.  The fact that ASARCO is a limited liability company
that is a disregard entity for tax purposes does not matter, Mr.
Prince contends.

The IRS has indicated that it will not release the Refund unless
and until the ownership issues are resolved.  Mr. Prince asserts
that the ownership issues are depriving ASARCO's estate of a
valuable asset and thus, impair its ongoing efforts to
reorganize.

The IRS has also indicated that even if the U.S. Bankruptcy Court
for the Southern District of Texas declares that the Refund is
property of ASARCO's estate, it will only release the Refund to a
designated agent.

Hence, ASARCO asks the Court to:

   (1) declare that the Refund belongs to its estate pursuant to
       Sections 2201 and 2202 of Judiciary and Judicial
       Procedures Code; and

   (2) direct the members of the ASARCO Consolidated Tax Group to
       designate a tax agent for tax years 1987-1989 to receive
       the Refund and deposit it and enjoin them from changing
       the designated agent without Court's approval.

                        About ASARCO LLC

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

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


AZTAR CORP: Note Redemption Prompts S&P to Withdraw B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' ratings on
Aztar Corp.'s $300 million 7.875% senior subordinated notes due
2014 and $175 million 9% senior subordinated notes due 2011.  

In addition, the ratings were removed from CreditWatch with
developing implications.  The rating withdrawals follow the
successful redemption of the above mentioned note issues as a
result of the January 2007 closing of the acquisition of Aztar by
Wimar Tahoe Inc. dba Columbia Entertainment.


BALTIMORE CITY: Moody's Holds $50.4 Million Bonds' Rating at Ba1
----------------------------------------------------------------
Moody's Investors Service affirmed the underlying Baa3 rating on
the City of Baltimore, Marlyland's Convention Center Hotel Revenue
Bonds, Senior Series 2006A and the Ba1 on the City's $50.4 million
Subordinate Series 2006B Convention Center Hotel Revenue Bonds.

The outlook is stable.

Legal SECURITY:

The bonds are secured by loan payments from the Baltimore Hotel
Corporation equal to debt service, which will in turn be secured
by the net revenues of the hotel and a first lien mortgage on the
facility, both of which will be pledged directly to bondholders.
In addition, the City has covenanted to budget and appropriate
annually for the purposes of paying debt service an amount equal
to the hotel occupancy taxes generated by the hotel, the property
taxes paid by the hotel to the city, and up to $7 million of
city-wide hotel occupancy taxes.  The bonds are additionally
secured by various reserve funds.

Interest rate derivatives:

None

Strengths:

   * High level of ongoing municipal support.  Tax revenue
     contributions could total up to 86% or more of senior lien
     debt service in the stabilized year.

   * Substantial reserves and financial guarantees help mitigate
     construction and ramp-up risk.

   * Well positioned in a historically strong hospitality market.

   * Hilton brings substantial expertise, resources, and brand-
     name recognition to the project, along with providing a
     substantial financial guarantee.

Challenges:

   * The project operates in a highly competitive market, with
     five other high quality hotels located nearby, along with a
     number of limited service hotels and several new properties
     expected to be constructed in the coming years.

   * The project will likely contribute to a near-term supply and
     demand imbalance in Baltimore that could depress occupancy
     and room rates for the hotel project and its competitors.

   * The hotel is dependent in large part on the convention
     center's ability to compete successfully with convention
     centers in other cities along the Eastern seaboard, an
     increasingly crowded field.

Recent developments:

Construction is approximately 15% complete and largely on time and
within budget, although the foundation work was delayed.  The
delay was caused by site remediation necessary to remove
underground storage tanks at an extra cost of $800,000.
Moody's  expect insurance to pay for the majority of the overrun,
with the balance coming out of the owner's $4 million contingency
fund available for costs that fall outside the scope of the
guaranteed maximum price contract.  The contractor, Hensel Phelps
Construction, reports that they could be back on schedule by
March.  There are no further material construction or scheduling
issues at this time, the ground work for the hotel is
substantially complete, and Moody's does not view the site
remediation as a significant event from a credit perspective.

Hilton has opened and partially staffed a sales office in
Baltimore and as of December, 2006, had booked 16% of the group
room contracts forecasted for 2008 in the initial consultant's
report.  This number increases to 33% after including tentative
leads.

The occupancy rate of the hotel's prospective competitive set
slipped 9% year-to-date from the same date last year, to 60% from
69%, due to a weaker convention calendar.  The average daily room
rate grew 5% to $177 from $170, for a 5% year-to-date increase
over the same period.  The consultant's initial projections for
2011 forecast a 74% occupancy rate, $208 ADR, and 4.5x senior and
2.5x subordinate debt service coverage.  The project's asset
manager, Capital Hotel Management, is expected to release a
revised revenue report sometime this spring.

A Moody's stress scenario with an occupancy rate of 56% shows that
the hotel needs to achieve an ADR of at least $140 to pay debt
service on the senior lien bonds and make required deposits equal
to 4% of revenues to the furniture, fixtures, and equipment  
reserve fund, taking into account the available municipal support.
To pay the subordinated bonds, , an ADR of $166 would be required,
slightly below the average ADR of the primary competitive set in
2004.

Outlook:

The stable outlook incorporates our current expectation that the
project will continue to mitigate construction risk and open on
time and within budget.

What could change the rating -- up

The rating could increase if the property's financial performance
significantly exceeds Moody's expectations once construction and
ramp-up are complete.

What could change the rating -- down

The rating could face downward pressure if there are significant
construction delays or cost overruns and the Corporation
encounters difficulty collecting liquidated damages.

Key indicators

   -- Facility Size: 756 rooms
   -- Contract Guaranteed Maximum Price: $230 million
   -- Substantial Completion Date:August 9, 2008
   -- Operating Reserve: $10 million
   -- Owner's Contingency Reserve: $15 million
   -- Senior Debt Service Reserve: $17 million
   -- Subordinate Debt Service Reserve: $4.2 million
   -- Hilton Guarantee: $25 million
   -- Minimum Cash Trap Fund Amount: $10 million

Debt outstanding:

   -- Convention Center Hotel Revenue Bonds, Senior Series 2006A,
      $247.5 million

   -- Convention Center Hotel Revenue Bonds, Subordinate Series
      2006B, $50.4 million


BEARINGPOINT INC: S&P Withdraw Subordinated Debt's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating and 'CCC+' subordinated debt ratings on BearingPoint
Inc. and removed them from CreditWatch, where they were placed
March 18, 2005.

"While BearingPoint continues to operate its business and recently
filed its 2005 Form 10-K and the related 2005 Forms 10-Q, it has
not completed its 2006 filings, thus neither its operations nor
its financial performance can be assessed properly," said
Standard & Poor's credit analyst Philip Schrank.


BRANFORD PARTNERS: Wants General Claims Bar Date Established
------------------------------------------------------------
Branford Partners, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to set a bar date within which
proofs of claim or interest may be filed.

The Debtor wants the Court to establish a deadline that is 60 days
from the date a bar date notice is sent to creditors.  This
general bar date excludes rejection claims, government claims, and
avoidance claims.

Rejection claims must be filed within 30 days after the date a
rejection order is entered or by the Bar Date, whichever is later.  
Governmental units must file a proof of claim on or before June
26, 2007, or the Bar Date, whichever is later.  Claims arising
from the avoidance of a transfer under Chapter 5 of the Bankruptcy
Code must be filed within 30 days after the entry of judgment
avoiding the transfer, or by the Bar Date, whichever is later.

According to the Debtor, the prompt establishment of the Bar Date
is particularly important to its case, where (i) there are
substantial unliquidated, contingent, and disputed claims; (ii)
the Debtor intends to move forward expeditiously with a sale of
its real property in San Fernando Valley, California; and (iii)
the Debtor anticipates filing a plan and disclosure statement in
the near future providing for the disposition of the sale
proceeds.

The deadline for the submission of proofs of claim is necessary
for the Debtor to ascertain with greater certainty the number and
amount of claims, and move its case forward without further delay.

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of San Fernando Valley in the
city of Los Angeles.  The company filed for chapter 11 protection
on Dec. 26, 2006 (Bankr. C.D. Calif. Case No. 06-12551).  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.  
The Debtor's exclusive period to file a chapter 11 plan expires on
Apr. 25, 2007.


BRIGGS & STRATTON: Posts $5.9 Mil. Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------------
Briggs & Stratton Corporation reported a $5.9 million net loss
on $423.1 million of net sales for the second quarter ended
Dec. 31, 2006, compared with $21.8 million of net income on
$574.3 million of net sales for the same period ended
Dec. 31, 2005.

The $151.2 million decrease in net sales was primarily due to
reduced generator sales and the delay in shipments to lawn and
garden engine customers.

The $27.7 million decrease in net income reflects the impact of
both lower sales and production volumes in both reporting
segments, offset by lower expenses related to engineering, selling
and administrative activities.

At Dec. 31, 2006, the company's balance sheet showed $2,117,335 in
total assets, $1,219,946 in total liabilities, and $897,389 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1988
    
                      About Briggs & Stratton

Headquartered in Wauwatosa, Wisconsin, Briggs & Stratton Corp.
(NYSE: BGG) -- http://briggsandstratton.com/-- manufactures  
small, air-cooled engines for lawn and garden and other outdoor
power equipment.  The company also produces generators and
pressure washers in the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Standard and Poor's Rating Services lowered its corporate credit
and senior unsecured ratings for Briggs & Stratton Corp. to BB+
from BBB-.  Outlook is stable.


CALPINE CORP: Court OKs Goldendale Power Plant Sale for $120 Mil.
-----------------------------------------------------------------
Calpine Corporation has received approval from the U.S. Bankruptcy
Court for the Southern District of New York for the $120 million
sale of the company's 250-megawatt Goldendale Energy Center to
Puget Sound Energy, a utility subsidiary of Puget Energy.  The
asset sale will advance Calpine's restructuring program to further
focus the company's resources on those core power assets and key
markets in which Calpine can best compete.  The company expects to
close the transaction within the next 30 days.

"We're just over a year into our restructuring and Calpine
continues to take the decisive actions necessary to achieve
positive near-term results while enhancing the long-term value of
our company for our stakeholders," stated Robert P. May, Calpine
Chief Executive Officer.  "The Goldendale sale represents another
opportunity to further this goal.  For Calpine, we will reduce
debt and divest of a non-strategic asset in a geographically
isolated market.  For Puget Sound Energy, it provides an
opportunity to acquire a clean and reliable energy resource to
serve its customers."

Located in Goldendale, Washington, the Goldendale Energy Center is
a natural gas-fired power plant, which uses highly fuel-efficient,
combined-cycle and emissions control technologies.  The plant
entered operations in September 2004.  Upon closing of the
transaction, Puget Sound Energy expects to retain the appropriate
staff currently operating Goldendale.  Proceeds from the sale will
be used to reduce debt and enhance liquidity.

                        About Calpine Corp.

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtor's exclusive period to file a chapter 11
plan expires on June 20, 2007.


CATHOLIC CHURCH: Spokane Wants WIGA Settlement Agreement Approved
-----------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington to:

      (i) approve a Settlement Agreement with Washington Insurance
          Guaranty Association;

     (ii) find that claims held by "causal link" claimants are
          "claims" as that term is defined in Section 101(5) of
          the Bankruptcy Code; and

    (iii) find that the Settlement Agreement complies with the
          Bankruptcy Code and other applicable law.

Home Indemnity Company issued to, or for the benefit of, the
Diocese of Spokane and certain parties, prepetition insurance
policies for liability insurance covering the years from 1982 to
1985.  Home Indemnity was declared insolvent in June 2003, and
was succeeded by Washington Insurance Guaranty Association.

The Order of Liquidation specified that the deadline for filing
claims against Home Indemnity was June 13, 2004.  As of that day,
six claims against Spokane alleging abuse incidents within Home
Indemnity's policy periods were noticed to WIGA.  One of the
claims was dismissed after further investigations.

There were also additional claims against Spokane within the
Policy Periods that were noticed after June 13, 2004, but none of
these can receive coverage from WIGA because the statute only
allows a mechanism for payment of "covered claims" as that term
is defined in RCW 48.32.030, Shaun M. Cross, Esq., at Paine,
Hamblen, Coffin, Brooke & Miller, LLP, in Spokane, Washington,
explains.

The Home Indemnity Policies are "occurrence based" policies,
providing coverage for "bodily injury" occurring within the
coverage years, subject to the statute of limitations.  These
Policies differ from "claims made" policies, which provide
coverage claims asserted in the Coverage Years, Mr. Cross adds.

Before its bankruptcy filing, Spokane tendered to Home Indemnity
the defense of certain tort claims arising within the Coverage
Years, which Home Indemnity accepted subject to a reservation of
all its rights.

Morning Star Boys' Ranch, a separately incorporated nonprofit
residential group home for boys, which is not a debtor in
Spokane's Chapter 11 case, also asserted that certain tort claims
against it are covered by the Home Indemnity Policies, Mr. Cross
relates.  To the extent that Morning Star or WIGA has rights
under Home Indemnity Policies, their rights remain unaffected,
Mr. Cross says.

According to Mr. Cross, certain disputes between Spokane and its
insurers, including WIGA, have arisen and would be likely to
arise in the future concerning the insurers' position regarding
the nature and scope of their responsibilities to provide
coverage to Spokane and the other parties under the Policies.

On Nov. 22, 2004, certain other insurers filed a declaratory
relief action in Spokane County Superior Court naming as
defendants, among others, Spokane and WIGA.

In the Coverage Action, WIGA has asserted various defenses to
coverage, including:

    * lost or missing policies;
    * expected or intended loss;
    * late notice; and
    * concealment of knowledge of abuse allegations.

Spokane, WIGA, and the other parties have been engaged in
extensive discovery.  Spokane has incurred over $1,000,000 in
fees and expenses in pursuing the Coverage Action, which is now
pending in the U.S. District Court for the Eastern District of
Washington.

Even if Spokane is successful in the Coverage Action, Mr. Cross
notes that WIGA will likely pursue an appeal from any adverse
decision, particularly given the number of unsettled legal issues
under Washington insurance law that are implicated in the
Coverage Action.

To avoid the costs and risks of litigation, Spokane and WIGA
entered into a settlement agreement to resolve their disputes.

The principal terms of the Settlement Agreement are:

    (a) WIGA will deposit $999,999 into an interest bearing,
        separate asset, trust account to be released to
        Spokane on the Settlement's Effective Date.  Spokane
        cannot withdraw funds from the Trust Account, except to
        pay certain necessary administrative costs, until Oct. 1,
        2007, or another date set by the Court;

    (b) Spokane will use all the funds received solely to
        indemnify Tort Claims of individuals alleging injury;

    (c) Spokane will:

        (1) release and forever discharge Home Indemnity and WIGA
            for all claims and obligations in any way related to
            the Home Indemnity Policies, including all present and
            future Tort Claims;

        (2) release all rights under the actual or alleged Home
            Indemnity Policies; and

        (3) dismiss with prejudice its claims against WIGA in the
            Coverage Action, with the sole exception of the
            alleged rights, if any, held by Morning Star;

    (d) WIGA will:

        (1) release and forever discharge Spokane for all claims
            and obligations in any way related to the Home
            Indemnity Policies, including all claims for
            reimbursement of defense costs already paid for
            defending Tort Claims against Spokane; and

        (2) release Spokane from any claims for indemnification of
            Tort Claims, but this will not release Spokane from
            obligations as a result of a breach of the Settlement
            Agreement; and

    (e) WIGA's payment of the settlement amount will constitute
        its full and complete performance of all obligations under
        the Home Indemnity Policies owed to Spokane.

The Settlement Agreement will take effect upon entry of (i) the
Bankruptcy Court's final order approving the Settlement, and (ii)
the District Court's order barring all equitable contribution or
other claims against WIGA by other parties to the Coverage
Action.

A full-text copy of the Settlement Agreement between Spokane and
WIGA is available for free at http://ResearchArchives.com/t/s?1944

The Causal Link Claimants are those persons who know that they
had an incident of sexual contact, sexual abuse, or sexual
misconduct by an alleged agent of Spokane while the claimant was
a minor, yet failed to make the connection between the incident
and injuries.  The Future Claimants Representative represents the
Causal Link Claimants.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Wants CNA Settlement Agreement Approved
----------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington to:

    * approve a Settlement Agreement with CNA;

    * find that claims held by "causal link" claimants are
      "claims" as that term is defined in Section 101(5) of the
      Bankruptcy Code; and

    * find that the Settlement Agreement complies with the
      Bankruptcy Code and other applicable law.

Before Spokane filed for bankruptcy, CNA issued to, or for the
benefit of, the Diocese Spokane and certain parties, prepetition
insurance policies for liability insurance covering the years from
1976 to 1977, 1979 to 1981, and 1985 to 1989.

CNA consists of:

    (a) American Casualty Company of Reading,
    (b) Pennsylvania, Columbia Casualty Company,
    (c) Continental Insurance Company,
    (d) Pacific Insurance Company, and
    (e) The Glens Falls Insurance Company

The CNA Policies are "occurrence based", providing coverage for
"bodily injury" occurring within the coverage years, subject to
the statute of limitations.  The CNA Policies differ from "claims
made" policies, which provide coverage claims asserted in the
Coverage Years.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, relates that prior to the Petition
Date, Spokane tendered to CNA the defense of certain tort claims
arising within the Coverage Years, which CNA accepted subject to
a reservation of all its rights.

Morning Star Boys' Ranch, an incorporated nonprofit residential
group home for boys asserted that certain Tort Claims against it
are covered by the CNA Policies, Mr. Cross relates.

Certain disputes also arose -- and would likely to arise in the
future -- between Spokane and its insurers, including CNA,
concerning the insurers' position regarding the nature and scope
of their responsibilities to provide coverage to Spokane and the
other parties under insurance policies.

On Nov. 22, 2004, certain other insurers filed a declaratory
relief action in Spokane County Superior Court naming as
defendants, among others, Spokane and CNA.

In the Coverage Action, CNA asserted various defenses to
coverage, including:

    * lost or missing policies;
    * expected or intended loss;
    * late notice; and
    * concealment of knowledge of abuse allegations.

Spokane, CNA, and the other parties have been engaged in
extensive discovery.  Spokane has incurred over $1,000,000 in
fees and expenses in pursuing the Coverage Action, which is now
pending in the U.S. District Court for the Eastern District of
Washington.

Even if Spokane is successful in the Coverage Action, Mr. Cross
notes that CNA will likely pursue an appeal from any adverse
decision, particularly given the number of unsettled legal issues
under Washington insurance law that are implicated in the
Coverage Action.

To avoid the costs and risks of litigation, Spokane and CNA
entered into a settlement agreement to resolve their disputes.

The principal terms of the Settlement Agreement are:

    (a) CNA will pay $3,500,000 to Spokane within 10 business days
        after the Settlement's effective date;

    (b) Spokane will:

        (1) release and forever discharge CNA for all claims and
            obligations in any way related to the CNA Policies,
            including all present and future Tort Claims;

        (2) release all rights under the actual or alleged
            Policies; and

        (3) dismiss with prejudice its claims against CNA in the
            Coverage Action, with the sole exception of the
            alleged rights, if any, held by Morning Star;

    (c) CNA will:

        (1) release and forever discharge Spokane for all claims
            and obligations in any way related to the CNA
            Policies, including all claims for reimbursement of
            defense loss already paid for defending Tort Claims
            against Spokane; and

        (2) release Spokane from any claims for indemnification of
            Tort Claims.  However, this will not release Spokane
            from obligations as a result of a breach of the
            Settlement Agreement; and

    (d) CNA's payment of the settlement amount will constitute
        its full and complete performance of all obligations
        under the Policies owed to Spokane.

The Settlement Agreement will take effect upon entry of (i) the
Bankruptcy Court's final order approving the Settlement, and (ii)
the District Court's order barring all equitable contribution or
other claims against CNA by other parties to the Coverage Action.

A full-text copy of the Settlement Agreement between Spokane and
CNA is available for free at http://ResearchArchives.com/t/s?1945

The Causal Link Claimants are those persons who know that they
had an incident of sexual contact, sexual abuse, or sexual
misconduct by an alleged agent of Spokane while the claimant was
a minor, and yet failed to make the connection between the
incident and injuries.  The Future Claimants Representative
represents the Causal Link Claimants.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CHALLENGER POWERBOATS: Buys IMAR Group & Gekko Sports for $7 Mil.
-----------------------------------------------------------------
Challenger Powerboats, Inc. disclosed the acquisition of North
Dakota-based IMAR Group, manufacturer of Sugar Sand recreational
jet boats and licensee of Gekko recreational towboats.

Challenger also acquired all of the assets and technology of Gekko
Sports Corporation.  Unaudited consolidated 2006 revenue for IMAR
was over $12 million.  In consideration for cash, stock, and
notes, the transaction was valued at approximately $7 million.

"We are absolutely thrilled to have achieved this significant a
milestone for Challenger," Challenger CEO Laurie Phillips stated.  
"The addition of the Sugar Sand and Gekko brands gives us a
complete and world class product line from jet powered boats to
ski tow boats, family sport cruisers and "go fast" high
performance boats, ranging in size from 14 to 33 feet."

"Just as important, we've inherited an immediate installed base of
over 100 dealers throughout the U.S., Canada, Europe, Asia and
Australia, from which to now channel our sales growth," she added.  
"Additionally, we now maintain floor plan financing with several
major financial institutions from which to offer to our dealers.  
We believe we are now on our way to establishing Challenger as a
significant player within our segment of the recreational boating
market."

"Having worked closely with Laurie and the Challenger management
team throughout this process over the past several months, we
firmly believe we are leaving the legacy of the Sugar Sand and
Gekko brands in extremely capable hands," Outgoing IMAR Group CEO
Brad Williams commented.  "As new shareholders of Challenger,
IMAR's investors look forward to the successes which can now be
achieved through the convergence of these two organizations."

Gekko President Mark Overbye will join Challenger as its new
Director of Marketing.  Challenger will continue to manufacture
boats at both facilities located in Washington, Missouri and
Fargo, North Dakota.

                       About IMAR & Gekko

Headquartered in Fargo, North Dakota, The IMAR (International
Marine and Recreation) Group -- http://www.sugarsand.com/and
http://www.gekkosports.com/-- builds Sugar Sand jet boats and  
Gekko towboats.  Privately held by a group of local investors,
IMAR's mission is to bring innovative products and services to the
marine industry and deliver those products through a dedicated
dealer network.  Sugar Sand boats are sold exclusively through its
dealer network in the United States, Canada, Mexico, Europe,
Australia, the Middle East and Japan.

                   About Challenger Powerboats

Based in Washington, Missouri, Challenger Powerboats, Inc., (OTC
Bulletin Board: CPWB) -- http://www.challengerpowerboats.com/--  
designs and manufactures "go fast" offshore high performance boats
and family sport cruisers that target the recreational power boat
market.  The Company holds the exclusive rights to the Duo Delta-
Conic "DDC" hull for boats up to 40 feet in length.  The DDC hull
is a patented revolutionary design by world-renowned marine
designer Harry Schoell.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $11,172,227, compared to a deficit of
$1,694,009 at Dec. 31, 2005.


CLOROX CO.: Richard Carmona & Edward Mueller Elected to Board
-------------------------------------------------------------
The Clorox Company elected Edward A. Mueller and Dr. Richard H.
Carmona, M.D., M.P.H., F.A.C.S., to its board of directors.

"I am delighted to have such outstanding individuals joining our
board," said Chairman and Chief Executive Officer Don Knauss.
"Richard Carmona's distinguished medical background and commitment
to public health will be invaluable as we continue to build the
company's health-and-wellness platform.  He will also provide
unique insight into developing products that meet the needs of
Latino consumers.

"Edward Mueller's extensive retail, executive and board experience
are a perfect fit for Clorox, and will serve us well as we
continue to develop our corporate strategy for the company's 2013
centennial and beyond."

Mr. Carmona, 57, has been vice chairman of Canyon Ranch, a life-
enhancement company, since October 2006.  As vice chairman, he
works with Canyon Ranch's executives and integrative medicine team
on major projects including joint ventures with Cleveland clinic,
one of the country's academic medical research institutions.  He
also serves as chief executive officer of the Canyon Ranch Health
division and president of the nonprofit Canyon Ranch Institute.  
He is also the first professor of public health at the Mel and
Enid Zuckerman College of Public Health at the University of
Arizona.

Before joining Canyon Ranch, Mr. Carmona served as the 17th
Surgeon General of the United States, achieving the rank of Vice
Admiral.  Previously, he was chairman of the State of Arizona
Southern Regional Emergency Medical System; a professor of
surgery, public health, and family and community medicine at the
University of Arizona; and surgeon and deputy sheriff of the Pima
County, Arizona, Sheriff's Department.

Mr. Carmona also held positions of increasing responsibility in
the Pima County health-care system, including chief medical
officer, hospital chief executive officer, public health officer
and finally chief executive officer.  In addition, he served in
the U.S. Army and the Army's Special Forces.  A native of New
York, he holds an associate degree from Bronx Community College of
the City University of New York; bachelor's and medical degrees
from the University of California San Francisco; and a master's
degree in public health from the University of Arizona.

Mr. Mueller, 59, most recently led Williams-Sonoma Inc.  He joined
Williams-Sonoma as chief executive officer in January 2003, and
served on the board of directors from 1999 until leaving the
company in July 2006.

Before joining Williams-Sonoma, Mr. Mueller served as president
and chief executive officer of Ameritech Corporation, a subsidiary
of SBC Communications, Inc.  He joined SBC in 1968, and held
numerous executive positions, including president and chief
executive officer of Southwestern Bell Telephone Company,
president and chief executive officer of Pacific Bell and
president of SBC International, Inc.

Mr. Mueller is a member of the board of directors of VeriSign,
Inc.  A native of St. Louis, he holds a bachelor's degree in civil
engineering from the University of Missouri and an executive
master's degree in business administration from Washington
University.

                          About Clorox

Headquartered in Oakland, California, The Clorox Company --
http://www.thecloroxcompany.com/-- provides household cleaning  
products and reaches beyond bleach.  Although best known for
bleach (leader worldwide), Clorox makes laundry and cleaning
items (Formula 409, Pine-Sol, Tilex), cat litter (Fresh Step),
car care products (Armor All, STP), the Brita water-filtration
system (in North America), and charcoal briquettes (Kingsford).

In Latin America, Clorox has manufacturing facilities in Costa
Rica, Dominican Republic, Panama, Peru and Colombia, among
others.


CLOROX CO: December 31 Balance Sheet Upside-Down by $33 Million
---------------------------------------------------------------
The Clorox Company reported $3,624,000,000 in total assets,  
$3,657,000,000 in total liabilities, and $33,000,000 in total
stockholders' deficit at Dec. 31, 2006.

The company's balance sheet at Dec. 31, 2006, showed strained
liquidity with $979,000,000 in total current assets available to
pay $1,519,000,000 billion in total current liabilities.
              
The Clorox Company reported net income of $96,000,000 on
$1,101,000,000 of net sales for the second quarter ended
Dec. 31, 2006, compared with $83,000,000 of net income on
$1,064,000,000 billion of net sales for the same period in 2005.  
Net income included a tax benefit of $5,000,000 related to the
sale of the company's residual assets in a Brazilian subsidiary.  
Clorox discontinued its operations in Brazil in fiscal year 2003.

The 3% increase in sales was primarily due to price increases
taken in early calendar year 2006.  Volume actually declined 1%.  
Shipments of Glad trash bags and some laundry and home-care
products were also impacted by aggressive competitive activity.  

"I'm pleased with our second-quarter results," said Chairman and
CEO Don Knauss.  "We drove strong sales growth in two of our three
business segments, grew gross margin and delivered EPS results
above our outlook range for the quarter.

"Importantly, we remain committed to achieving our financial
targets for the full fiscal year, and work is under way to refresh
our corporate strategy as we set sights on the company's 2013
centennial.  I look forward to sharing our plans this spring for
continuing to drive the long-term growth and value of the
company."

                  Net Cash Provided by Operations

Net cash provided by operations in the second quarter was
$122,000,000, compared to $142,000,000 in the year-ago quarter.
The year-over-year decrease was primarily due to the timing of tax
payments and cash provided by discontinued operations in the year-
ago quarter.

During the quarter, Clorox repurchased about 1.1 million shares of
the company's common stock at a cost of about $69,000,000, under
its ongoing program to offset stock option dilution.

A full-text copy of the company's financial report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?198e

                      About The Clorox Company  

Headquartered in Oakland, California, The Clorox Company (NYSE:
CLX) -- http://www.thecloroxcompany.com/ -- manufactures and  
markets Clorox(R) bleach and cleaning products, Armor All(R) and
STP(R) auto-care products, Fresh Step(R) and Scoop Away(R) cat
litter, Kingsford(R) charcoal, Hidden Valley(R) and K C
Masterpiece(R) dressings and sauces, Brita(R) water-filtration
systems, and Glad(R) bags, wraps and containers.  


CMS ENERGY: Abu Dhabi Deal Prompts Fitch's Positive Rating Watch
----------------------------------------------------------------
Fitch placed the ratings of CMS Energy Corp. and its electric and
gas subsidiary, Consumers Energy Co. on Rating Watch Positive.

The rating action follows the report that CMS has reached an
agreement to sell the international assets of its subsidiary CMS
Generation Co. to Abu Dhabi National Energy Company for
$900 million, including the assumption of $104 million of debt.
CMS Generation Co. has ownership interests in businesses in the
Middle East, Africa and India.  Approximately $7.1 billion of CMS
and Consumers debt is affected by the rating action.

These ratings are placed on Rating Watch Positive:

CMS:

   -- Issuer Default Rating 'B+';
   -- Senior secured bank loan 'BB+/RR1';
   -- Senior unsecured debt 'BB-/RR3';
   -- Preferred stock 'B-/RR6';

Consumers:

   -- IDR 'BB-';
   -- Senior secured debt 'BBB-';
   -- Senior secured second lien bank credit facility 'BB+';
   -- Senior unsecured debt 'BB';
   -- Preferred stock 'BB-'.

CMS Energy Trust I:

   -- Preferred stock 'B-/RR6'.

Consumers Energy Financing I:

   -- Preferred stock 'BB-'.

The businesses being sold include the Al Taweelah A2 and the
Shuweihat S1 facilities in the United Arab Emirates, the Jorf
Lasfar Energy Company in Morocco, the Jubail Energy Company in
Saudi Arabia, the Takoradi International Company in Ghana, and the
ST CMS Company in Neyveli, India.  

The sale does not include CMS' non-utility electric generating
plants in North America and previously announced asset sales.  
Assuming all necessary consents are received, the sale is expected
to be completed in the middle of 2007.  Proceeds from the
transaction will be to retire $550 million of CMS parent company
debt and for general corporate purposes, including a $350 million
investment in Consumers.

Fitch views the sale, in conjunction with the recent sale of
several assets in Latin America, as favorable for credit quality.
While CMS will no longer benefit from the cash distributions and
earnings from the assets, approximately $114 million annually,
consolidated business risk would be significantly lowered as a
result of the transaction.  

Additionally CMS' credit metrics and capital structure are
projected by Fitch to improve over the longer term following the
paydown of parent company debt with a portion of the proceeds, as
well as the absence of related CMS Generation Co. obligations,
parent overhead and interest expense.  Due to the expected
improvement at CMS, the ratings at Consumers will be more
reflective of its standalone credit profile and may result in a
multiple notch upgrade that could bring its senior unsecured
rating to the investment grade category.  The Rating Watch will
remain in effect over the next several weeks following an update
meeting with management and a comprehensive review of the company.

CMS is a utility holding company whose primary subsidiary is
Consumers, which provides natural gas and electricity to nearly
6.5 million customers in Michigan.  CMS also has operations in
natural gas pipeline systems and independent power generation.


COLLINS & AIKMAN: Wants Beringea LLC as Investment Banker
---------------------------------------------------------
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 for authority to employ Beringea LLC, nunc
pro tunc to Dec. 24, 2006, as one of their investment bankers.

The Debtors are pursuing a cooperative sale process to maximize
the value of their estates and to save jobs.  As part of the sale
process, the Debtors plan to sell certain plants in their
plastics business individually or in groups.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
states that given the number of the Plastics Plants to be
marketed, the Debtors seek to retain two investment bankers,
Beringea LLC and Donnelly Penman & Partners, to assist in
marketing and selling different and unrelated assets in the
Plastics business.  

Beringea will handle the plants located in Evart, Michigan;
Windsor, Ontario; Belvidere, Illinois; St. Louis, Missouri; and
Mississuaga, Ontario.

The Debtors have already retained Lazard Freres & Co. LLC as
investment bankers in their Chapter 11 cases.  Lazard has and
will continue to provide investment services to the Debtors in a
manner that is complementary to the services to be provided by
Beringea and DP&P.  Lazard is engaged in the sale of the Debtors'
carpet and acoustics businesses and the overall management and
implementation of the Debtors' sale process.

The Debtors evaluated each firm on a number of criteria,
Mr. Schrock tells the Court, including the firm's overall
financial advisory and investment banking capabilities;
experience in selling Chapter 11 debtors' assets; the likely
attention of the senior personnel; and the compensation charged.

Beringea is expected to, without limitation:

    -- conduct sell-side due diligence on their assigned plants;
    -- determine the fair market value of the Plants;
    -- organize a data room, virtual or otherwise;
    -- coordinate acquirer due diligence;
    -- negotiate a stalking horse bid, if appropriate;
    -- assist in the preparation of management presentations;
    -- identify prospective parties to a transaction;
    -- prepare information on the plastics businesses;
    -- assist in conducting auctions of the Plastics businesses;
    -- disseminate information to prospects; and
    -- provide testimony at hearings, as requested.

Mr. Schrock relates that Beringea has advised corporate clients
on mergers, acquisition, divestitures and due diligence, and
assisted joint ventures and private financings.  Beringea has
provided advisory services to both public and private, national
and multinational companies in a broad range of industries,
including the automotive industry.

Beringea and the Debtors have agreed, in an engagement letter, to
a five-month term, wherein each party may terminate the Agreement
by giving a 15-day prior written notice.

The Debtors will pay Beringea non-refundable $68,500 cash
advisory fee upon signature of the Agreement; and $65,000 monthly
fee, the first payment due on Jan. 8, 2007, and on the eighth
day of each succeeding month.  Beringea will be reimbursed for
its out-of-pocket expenses.

If the Debtors conclude a transaction during the term of the
engagement, or Beringea advises the Debtors with respect to an
offer, agreement, commitment or letter of intent with a potential
buyer during the term that leads to a concluded transaction with
the potential buyer within six months of the termination of the
Agreement, the Debtors will compensate Beringea with a
transaction fee paid on or before closing of a transaction.

Consideration for separate transactions will be accumulated for
purposes of determining the applicable percentage.  Transaction
fees for an individual transaction will be based on the
applicable percentage for the incremental consideration added to
the accumulated sum by virtue of the individual transaction.

   Cumulative Consideration                 Applicable %
   ------------------------                 ------------
   Less than or equal to $10,000,000            3.50%
   More than $10,000,000                        1.00%

If transaction fees are due, the aggregate sum of the transaction
fees should not be less than $350,000.  Beringea will credit all
non-refundable cash advisory fees to reduce any transaction fees
payable.

Kevin M. Heckman, a member of the firm, informs the Court that
the Beringea does not hold or represent any adverse interest to
the Debtors' estates.  The firm has connections and relationships
with potential parties-in-interest that includes Huron Valley
Steel Corp., ArvinMeritor, Inc., and Clarion Technologies Inc.  A
Beringea employee is also the spouse of Collins & Aikman Corp.'s
director of International Taxation and an officer of one of the
Debtors.  Beringea does not believe that the connections create a
conflict of interest regarding the Debtors in their Chapter 11
cases.

Mr. Heckman adds that certain Beringea employees may have
business associations with certain potential parties-in-interest.  
Beringea has not and will not represent the interests of these
clients in the Debtors' Chapter 11 cases, Mr. Heckman assures the
Court.

Mr. Heckman attests that Beringea is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).

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.  The Court approved the Debtors' Amended Disclosure
Statement on Jan. 25, 2007.  The confirmation hearing for the
Debtors' First Amended Joint Chapter 11 Plan is set for
April 19, 2007.  (Collins & Aikman Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Donnelly Penman Approved as Investment Banker
---------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan authorized Collins & Aikman Corp.
and its debtor-affiliates to employ Donnelly Penman & Partners,
nunc pro tunc to Dec. 21, 2006, as one of their investment
bankers.

The Debtors are pursuing a cooperative sale process to maximize
the value of their estates and to save jobs.  As part of the sale
process, the Debtors plan to sell certain plants in their
plastics business individually or in groups.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
states that given the number of the Plastics Plants to be
marketed, the Debtors seek to retain two investment bankers,
Beringea LLC and Donnelly Penman & Partners, to assist in
marketing and selling different and unrelated assets in the
Plastics business.  

DP&P will be handling the sale of the Debtors' assets in:

   (1) Guelph, Ontario;
   (2) Port Hope, Ontario;
   (3) Brampton, Ontario;
   (4) Belleville, Ontario;
   (5) Rantoul, Illinois;
   (6) Athens, Tennessee;
   (7) Bowling Green, Kentucky;
   (9) Saltillo, Mexico; and
  (10) Dover, New Hampshire (ATC and TEG).

In addition, DP&P may submit proposals for the sale of certain
plants considered secondary in marketing priority.  The parties
recognize that there is no protection against resourcing at the
plants located in:

   (a) Havre De Grace, Kentucky;
   (b) Morristown, Indiana;
   (c) Sterling Heights, Michigan; and
   (d) Columbia, Missouri.

The Debtors have already retained Lazard Freres & Co. LLC as
investment bankers in their Chapter 11 cases.  Lazard has and
will continue to provide investment services to the Debtors in a
manner that is complementary to the services to be provided by
Beringea and DP&P.  Lazard is engaged in the sale of the Debtors'
carpet and acoustics businesses and the overall management and
implementation of the Debtors' sale process.

The Debtors evaluated each firm on a number of criteria,
Mr. Schrock tells the Court, including the firm's overall
financial advisory and investment banking capabilities;
experience in selling Chapter 11 debtors' assets; the likely
attention of the senior personnel; and the compensation charged.

DP&P will:

    -- conduct sell-side due diligence on their assigned plants;
    -- determine the fair market value of the Plants;
    -- organize a data room, virtual or otherwise;
    -- coordinate acquirer due diligence;
    -- negotiate a stalking horse bid, if appropriate;
    -- assist in the preparation of management presentations;
    -- identify prospective parties to a transaction;
    -- prepare information on the plastics businesses;
    -- assist in conducting auctions of the Plastics businesses;
    -- disseminate information to prospects; and
    -- provide testimony at hearings, as requested.

Mr. Schrock relates that DP&P is one of the largest independently
owned investment banking firms headquartered in Michigan.  The
firm provides comprehensive advisory services to both public and
private companies, including capital raising, mergers and
acquisitions, due diligence and general financial advisory
services.  More importantly, DP&P has significant experience
selling assets in both distressed and non-distressed situation,
he notes.

Pursuant to an engagement agreement between the Debtors and DP&P,
the firm will be paid non-refundable cash advisory fees to the
extent the agreement has not been terminated:

     * $75,000 on the later of Jan. 1, 2007, or approval of
       DP&P's retention;

     * $50,000 on each of February 1, March 1, and April 1, 2007;
       and

     * $30,000 on the first day of each succeeding month.

The Debtors will reimburse DP&P for reasonable out-of-pocket
expenses incurred in connection with the engagement.

The Debtors and DP&P agree that the initial term of the Agreement
will be for a period of 12 months, and the parties may terminate
the Agreement, except for certain surviving provisions at any
time 90 days from the date of the execution of the Agreement,
with 30 days of prior written notice of the early termination.  
Unless terminated, Mr. Schrock tells the Court that the Agreement
will be automatically renewed on a month-to-month basis.

Notwithstanding the termination or expiration of the Agreement,
Mr. Schrock notes that DP&P will be paid if a transaction for any
Plastics Business for which it has not been paid a transaction
fee is consummated within six months after any termination or
expiration of the Agreement.

At the closing of each transaction, DP&P will be paid a cash fee
equal to the applicable percentage of the consideration paid or
received on or before the closing of the transaction.  
Consideration for separate transactions will be accumulated for
purposes of determining the applicable percentage for the
incremental consideration added to the accumulated sum by virtue
of the individual transaction.

   Cumulative Consideration                Applicable %
   ------------------------                ------------
   Less than $10,000,000                       3.50%
   $10,000,000 to $100,000,000                 1.00%
   More than $100,000,000                      0.75%

No transaction fee will be payable unless and until a closing of
a transaction occurs.  In no event will the aggregate sum of the
transaction fees be less than $350,000.

James C. Penman, managing director of DP&P, informs the Court
that the firm may have rendered and may render in the future
services to certain potential parties-in-interest in matters
unrelated to the Debtors' Chapter 11 cases, including a prior
engagement by DaimlerChrysler AG as investment bankers in
connection with the sale of certain businesses not affiliated
with the Debtors.

Additionally, certain DP&P employees may have business
associations with certain potential parties-in-interest.  
Mr. Penman assures the Court that the firm has not and will not
represent the interests of the parties-in-interest in the
Debtors' Chapter 11 cases.  Mr. Penman attests that the firm does
not hold any adverse interest to the Debtors and their estates,
and that DP&P is a disinterested person.

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.  The Court approved the Debtors' Amended Disclosure
Statement on Jan. 25, 2007.  The confirmation hearing for the
Debtors' First Amended Joint Chapter 11 Plan is set for
April 19, 2007.  (Collins & Aikman Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CREDIT SUISSE: Fitch Holds Junk Rating on $7.2 Mil. Class P Certs.
------------------------------------------------------------------
Fitch upgrades Credit Suisse First Boston Mortgage Securities
Corp., series 2002-CP5 as:

   -- $14.8 million class D to 'AAA' from 'AA+';
   -- $17.8 million class E to 'AA+' from ' AA';
   -- $8.9  million class F to 'AA' from 'AA-';
   -- $16.3 million class G to 'A+' from 'A'; and
   -- $14.8 million class H to 'A' from 'A-'.

In addition, Fitch affirms these ratings:

   -- $271.2 million class A-1 at 'AAA';
   -- $620.3 million class A-2 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- Interest-only class A-SP at 'AAA';
   -- $41.5 million class B at 'AAA';
   -- $22.2 million class C at 'AAA';
   -- $22.2 million class J at 'BBB-';
   -- $5.9 million class K at 'BB+';
   -- $8.9 million class L at 'BB';
   -- $7.4 million class M at 'BB-';
   -- $4.4 million class N at 'B'; and
   -- $4.7 million class O at 'B-'.

The $7.2 million class P remains at 'CCC'.  Fitch does not rate
the $11.1 million class Q.

The upgrades reflect increased credit enhancement levels from two
loan payoffs, scheduled amortization and defeasance.  Since
Fitch's last rating action, an additional five loans have
defeased, including 1633 Broadway, the largest loan in the pool
and is credit assessed.  In total, thirteen loans have defeased
since issuance.

As of the January 2007 distribution date, the pool's aggregate
certificate balance has decreased 7.2%, to $1.1 billion from
$1.19 billion since issuance.

Fitch reviewed the other credit assessed loan in the pool, Fashion
Square Mall.  The loan maintains investment grade credit
assessment due to stable performance.  Fashion Square Mall is
secured by 450,490 sq. ft. retail property in Saginaw, Michigan
The occupancy as of September 2006 remained high at 99%, compared
to 100% at issuance.

There are four assets in special servicing.  The largest specially
serviced asset is a 410-unit multifamily property in Houston,
Texas.  It has been a real estate owned property since October
2005.  The special servicer is actively marketing the property for
sale and recent appraisal valuation indicates losses upon
liquidation of this loan.  Fitch expected losses for all loans
currently in special servicing will be absorbed by the non-rated
class Q.


CREST G-STAR: Moody's Lifts Rating on $15 Mil. Class D Notes to B1
------------------------------------------------------------------
Moody's Investors Service upgraded these Classes of Notes issued
by Crest G-Star 2001-1, LP, a collateralized debt obligation
issuer:

   * The $60,000,000 Class B-1 Second Priority Fixed Rate Term
     Notes Due 2035

      -- Prior Rating: A3, on watch for possible upgrade
      -- Current Rating: A2

   * The $15,000,000 Class B-2 Second Priority Floating Rate Term
     Notes Due 2035

      -- Prior Rating: A3, on watch for possible upgrade
      -- Current Rating: A2

   * The $20,000,000 Class C Third Priority Fixed Rate Term Notes
     Due 2035

      -- Prior Rating: Ba2, on watch for possible upgrade
      -- Current Rating: Ba1

   * The $15,000,000 Class D Fourth Priority Fixed Rate Term Notes
     Due 2035

      -- Prior Rating: B2, on watch for possible upgrade
      -- Current Rating: B1

According to Moody's, the rating actions reflect the ongoing
delevering of the transaction.


DAIMLERCHRYSLER AG: Prepares Plan to Address U.S. Arm Losses
------------------------------------------------------------
DaimlerChrysler AG CEO Dieter Zetsche is setting up a plan that
would closely tie Chrysler and Mercedes to cut big losses at its
U.S. operations, Stephen Powers writes for The Wall Street
Journal.

The plan includes the joint development of the basic underpinnings
of automobiles and possibly include the idling of
DaimlerChrysler's truck plant in Newark, Delaware, and several
thousand layoffs, WSJ reports citing people familiar with the
matter as saying.

Stephen Power of WSJ reveals that DaimlerChrysler aimed to outline
a strategy for Chrysler's turnaround on Valentine's Day, Feb. 14,
2007.  People familiar with the matter said top executives were
still deliberating on details of the announcement and are still
undecided on explicitly identifying new areas of cooperation
between the divisions, WSJ adds.

"We can't compete in this area [small cars] without cooperating.
It's a brutally competitive market," a person familiar with the
company's internal deliberations told WSJ.  He added that senior
executives from the company's German and American sides are aware
of the need to protect Mercedes's exclusive image.

"The outlook on [DaimlerChrysler] depends largely on the
credibility or otherwise of management's plan for Chrysler,"
Stephen Cheetham, an analyst with Sanford C. Bernstein Ltd. was
quoted by WSJ as saying.  "We view management's claims to be able
to separate Chrysler from the uncomfortable fate of its Detroit
peers as increasingly threadbare."

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DELTA AIR: Bankruptcy Court Prohibits Pilot Work Actions by ALPA
----------------------------------------------------------------
U.S. Bankruptcy Judge Adlai Hardin Jr. ruled, on Feb. 7, 2007, in
favor of Comair's motion to enjoin work actions by the Air Line
Pilots Association and its members.  The ruling restricts the
union and individual pilots from disrupting the regional carrier's
operations.  Those who violate the ruling face serious
consequences, including the possibility of personal liability and
other legal penalties.

"The majority of our employees are dedicated professionals who
would not do anything to negatively affect our customers, but we
could not ignore ALPA's constant, public threats to strike," said
Comair President Don Bornhorst.  "The injunction helps us protect
our business, customers and employees and is an unfortunate
necessity to allow us to complete our restructuring."

Unless a tentative agreement is reached before midnight on Friday,
Feb. 9, 2007, Comair will move forward with implementing changes
to the pilot contract approved by Judge Hardin in December 2006.  
The cost savings from the pilot contract were the last major piece
of Comair's reorganization, with the pilots being the only group
not affected by concessions since the airline filed for Chapter 11
more than 15 months ago.

In that time, Comair and ALPA have been engaged in ongoing
negotiations and have been unable to finalize an agreement.  After
the Bankruptcy Court authorized the company to make changes to the
pilot contract in December 2006, Comair continued talks with ALPA
to try to reach a consensual agreement.

The company remains committed to continuing discussions with the
union after the implementation of contract changes.

Comair is a wholly owned subsidiary of Delta Air Lines Inc. and a
Delta Connection carrier.  The airline employs 6,500 aviation
professionals and operates 795 flights a day to approximately 100
cities in the United States and Canada.

                      About Delta Air Lines

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


DELTA AIR: New York Court Approves Disclosure Statement
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Disclosure Statement filed in connection with Delta
Air Lines Inc.'s proposed Plan of Reorganization.  The court also
authorized Delta to begin soliciting approval from its creditors
for the Plan of Reorganization.  Prior to the hearing Delta
successfully resolved all objections that had been filed.

"This is an important and exciting time for Delta. The court's
approval to proceed validates and recognizes the remarkable
progress Delta people have made together to transform this great
airline," Delta Air Lines Chief Executive Officer Gerald Grinstein
said.  "There is no question good things are in store for our
people, our customers, our creditors and the communities we serve
as we approach the end of our successful Chapter 11
restructuring."

At the hearing, U.S. Bankruptcy Court Judge Adlai Hardin ruled
that Delta's Disclosure Statement is adequate for the purposes of
soliciting creditor approval for the Plan of Reorganization.

"Having received another crucial and tremendous vote of confidence
in our plan and our people, we remain on course to exit bankruptcy
this spring -- possibly as soon as late April -- as a strong,
fiercely competitive airline," Edward H. Bastian, Delta's chief
financial officer and head of the company's restructuring efforts,
said.  "Backed by the support of our many stakeholders and using
the bankruptcy process the right way, Delta people have
strengthened and improved every aspect of how we do business.  
Upon emergence, Delta will be one of the best positioned airlines
in the country based on financial strength and profit potential,
with unit costs among the lowest of any traditional network
carrier."

In the next two weeks, Delta will begin mailing notices of the
proposed confirmation hearing to, and begin the process of
soliciting approvals for the Plan of Reorganization from,
qualified claim holders.  The Unsecured Creditors' Committee in
Delta's proceedings has stated its support for Delta's Plan of
Reorganization and has provided a letter to the company, which
will be mailed to creditors with the Disclosure Statement,
recommending that creditors vote in favor of the Plan of
Reorganization.  The two other committees appointed in Delta's
Chapter 11 proceedings are also supporting the Plan of
Reorganization.  Assuming the requisite approvals are received and
the court confirms the plan under the company's current timetable,
Delta will emerge from Chapter 11 protection this spring.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Delta has received a commitment for up to $2.5 billion in exit
financing from a consortium of lenders co-led by six financial
institutions -- JPMorgan, Goldman, Sachs & Co., Merrill Lynch,
Lehman Brothers, UBS, and Barclays Capital.  The facility, the
terms of which have been approved by the Creditors' Committee,
will consist of a $1 billion first-lien revolving credit facility,
a $500 million first-lien Term Loan A, and a
$1 billion second-lien Term Loan B. It will be secured by
substantially all of the first-priority collateral securing the
existing debtor-in-possession facilities.

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

If the company's Plan of Reorganization is confirmed, current
holders of Delta's equity will not receive any distributions
following emergence and their equity interests will be cancelled
once the Plan of Reorganization becomes effective.

                      About Delta Air Lines

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


DELTA AIR: Plan Confirmation Hearing Slated for April 25
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set a hearing at 2:30 p.m. on April 25, 2007, to consider
confirmation of Delta Air Lines Inc. and its debtor-affiliates'
Plan of Reorganization.

The hearing will be held at the United Bankruptcy Court, Courtroom
701, 1 Bowling Green in New York City.

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


DELTA PETROLEUM: Prices Follow-on Common Stock Offering
-------------------------------------------------------
Delta Petroleum Corporation has priced a follow-on offering of
2.768 million shares of common stock at a price of $20.98 per
share, raising $56.4 million in net proceeds to the company, after
deducting underwriting discounts and commissions and estimated
offering expenses.  The transaction is valued at approximately
$58 million.

The proceeds will be used to repay a $25 million term loan and
reduce outstanding indebtedness under its credit facility.  The
company intends to redraw some or all of the amounts paid down on
its credit facility for exploration and development of its oil and
natural gas properties, working capital and other general
corporate purposes.  The company expected to close the sale of the
shares of common stock on Jan. 30, 2007, subject to customary
closing conditions.

                      About Delta Petroleum           

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas  
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

Delta Petroleum Corp.'s 7% Senior Subordinated Notes due 2015
carry Moody's Investors Service's and Standard & Poor's junk
ratings.


DPL INC: S&P Upgrades 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.


EDGEN MURRAY: S&P Holds Rating on $136 Mil. Senior Notes at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
Baton Rouge, Louisiana-based Edgen Murray Corp. and assigned its
'4' senior secured and recovery rating to Edgen Murray's existing
$136 million senior secured notes, indicating that lenders can
expect marginal recovery of principal in the event of a payment
default.

"The ratings on Edgen Murray reflect its vulnerable niche position
in the highly cyclical, competitive, and volatile specialty steel
pipe industry, as well as limited scope of operations, and very
aggressive debt leverage," said Standard & Poor's credit analyst
Marie Shmaruk.

Edgen Murray is a small distributor of specialty steel pipe,
fittings, and flanges used in oil and gas production and
transmission, petrochemical refining, and power generation end
markets.  The specialty pipe, fittings, and components
distribution industry is highly competitive, fragmented, and
working-capital intensive.

"Edgen Murray is highly leveraged and lacks product diversity
relative to its peers, as a result of its modest size and focused
niche," added Ms. Shmaruk.


GE-WMC: Fitch Holds B+ Rating on Series 2005-2 Class B-5 Certs.
---------------------------------------------------------------
Fitch Ratings has taken action on GE-WMC Asset-Backed Securities'
transactions:

Series 2005-1:

   -- 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 B-1 affirmed at 'A';
   -- Class B-2 affirmed at 'A-';
   -- Class B-3 affirmed at 'BBB+';
   -- Class B-4 affirmed at 'BBB'; and
   -- Class B-5 affirmed at 'BBB-'.

Series 2005-2:

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

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $1.71 billion of outstanding certificates.

As of the December 2006 distribution date, the transactions are
seasoned between 12 months and 15 months.  The pool factor for
2005-1 and 2005-2 is 64% and 77%, respectively.  Credit
enhancement consists of excess spread, overcollateralization, and
subordination.  The OC amount is at target for both transactions.
The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on mortgaged properties
which have original balances that conform to the guidelines of
Fannie Mae and Freddie Mac.


GEO GROUP: Finalizes Pricing for New $365 Million Term Loan B
-------------------------------------------------------------
The GEO Group, Inc. has finalized the pricing for its new
$365 million, 7-year term loan B at a rate of LIBOR plus 1.50%.  
Proceeds from the new Term Loan B, together with approximately
$62.6 million in GEO's cash on hand, were used to finance GEO's
acquisition of CentraCore Properties Trust, which closed on
Jan. 24, 2007.  BNP Paribas recently completed the syndication of
the Term Loan B and the final pricing took effect on Feb. 1, 2007.  
The Term Loan B is part of GEO's senior secured credit facility,
which was refinanced in connection with the CPT acquisition and
also includes a $150 million, 5-year revolving credit facility
bearing interest initially at LIBOR plus 2.25%.

                          About GEO Group

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

                          *     *     *

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

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

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


GSMPS MORTGAGE: S&P Puts Default Rating on Class B5 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B5
from GSMPS Mortgage Loan Trust 2003-2 to 'D' from 'B' and removed
it from CreditWatch with negative implications, where it was
placed Nov. 7, 2006.

Concurrently, the rating on class B4 was placed on CreditWatch
with negative implications.  At the same time, the ratings on the
remaining classes from this transaction were affirmed.

The downgrade of class B5 to 'D' from 'B' reflects a realized loss
of $990,600 incurred by the deal during the December remittance
period, followed by an interest shortfall on class B5 incurred
during the January 2007 remittance period.

The negative CreditWatch placement on the class B4 rating is due
to constant losses that have eroded available credit support. As
of the January remittance period, based on the three-month and
six-month averages, the deal is incurring approximately $276,790
and $201,306 in losses per month respectively, while credit
support is provided strictly by subordination.  Class B4 currently
has 0.58%in credit enhancement, which is below its original level
of 0.75%.

Total and serious delinquencies are $119.45 million and
$46.69 million, while cumulative losses are $3.55 million.

Standard & Poor's will continue to closely monitor the performance
of class B4.  If the deal incurs minimal losses or it sees
recoveries in the coming months, thereby increasing available
credit support to a favorable level, Standard & Poor's will affirm
the rating and remove it from CreditWatch.

Conversely, if delinquencies continue to translate into
substantial realized losses in the coming months and significantly
erode available credit enhancement, Standard & Poor's will take
further negative rating actions on this class.

The underlying collateral consists of FHA and VA reperforming
loans.
   
         Rating Lowered And Removed From Creditwatch Negative
   
                 GSMPS Mortgage Loan Trust 2003-2
         
                                 Rating
                                 ------
                 Class     To               From
                 -----     --               -----
                 B5        D                B/Watch Neg
   
               Rating Placed On Creditwatch Negative
   
                 GSMPS Mortgage Loan Trust 2003-2

                                 Rating
                                 ------
                 Class     To               From
                 -----     --               ----
                 B4        BB/Watch Neg     BB   
   
                        Ratings Affirmed
   
                 GSMPS Mortgage Loan Trust 2003-2

                 Class                     Rating
                 -----                     ------
                 B1                        AA
                 B2                        A
                 B3                        BBB


HANOVER COMPRESSION: Merger Deal Prompts S&P's Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB-' corporate
credit ratings on oilfield service company Hanover Compressor Co.
and its related entity Hanover Compression L.P. on CreditWatch
with positive implications.

At the same time, Standard & Poor's affirmed the 'BB' corporate
credit ratings on oilfield service company Universal Compression
Holdings Inc. and its related entity Universal Compression Inc.

The rating actions comes after the report that Hanover Compressor
and Universal Compression Holdings have entered into a definitive
agreement to merge in an all-stock transaction.

Pro forma the transaction, the combined entity will have
$2.2 billion in debt outstanding.

"The CreditWatch listing for Hanover reflects the likelihood that
the ratings could be raised in the near term following an
assessment of the merged entity's likely credit profile," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

Although the combined entity's business profile is strengthened
significantly, Standard & Poor's haas affirmed the ratings on
Universal Compression for the following reasons: The combined
entity's credit measures are weaker than Universal's stand-alone
credit measures.  There are concerns regarding the integration
that we will have to assess over  time, particularly plans to  
achieve $50 million in synergies and the likelihood of achieving
such goals.

Standard & Poor's expects the combined entity to place more of its
contract compression fleet in master limited partnership  
Universal Compression Partners L.P., thus increasing the
proportion of cash flows to the combined entity from the MLP.

Standard & Poor's generally does not consider the cash flow
associated with MLP distributions as supportive of credit quality.

Standard & Poor's will meet with management to assess the combined
company's business strategy, financial policy, and expected
financial profile before resolving the CreditWatch listing.


HEMOSOL CORP: Court Further Extends Plan Sponsorship Agreement
--------------------------------------------------------------
PricewaterhouseCoopers Inc., in its capacity as interim receiver
of the assets, property and undertaking of Hemosol Corp. and its
affiliate Hemosol LP has agreed to an extension of the date by
which certain conditions of the plan sponsorship agreement with
2092248 Ontario Inc. have to be met.  The Plan Sponsorship
Agreement continues to be conditional upon obtaining the approval
of Hemosol's creditors and the Court on a proposed CCAA plan of
compromise.

The Plan Sponsor will now have until the earlier of:

   (i) Feb. 14, 2007;

  (ii) the third business day following the release of a decision
       on the Plan Sponsor's appeal of the decision of the
       Honorable Mr. Justice Campbell released Jan. 22, 2007, or
       motion for leave to appeal, as the case may be; and

(iii) the third business day following the release of a decision
       on a motion expected to be brought by Catalyst Fund Limited
       Partnership II to quash the MOA Appeal to meet the
       conditions of the Plan Sponsorship Agreement or seek a
       further extension from the Receiver.

As reported in the Troubled Company Reporter on Oct. 26, 2006,
Hemosol Corp. had filed its Plan of Compromise, Arrangement and
Reorganization with the Ontario Superior Court of Justice.  If the
proposed CCAA plan of compromise is implemented, it will result in
a substantial dilution of the equity of Hemosol held by the
shareholders existing at the time of implementation.

                      About Hemosol Corp.

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/  
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make
a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in
the payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to
continue as a going concern and is in discussions with its
secured creditors with respect to its current financial position.
On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


JP MORGAN: Fitch Holds Low-B Ratings on $21.3 Million Certificates
------------------------------------------------------------------
Fitch Ratings upgrades JP Morgan Chase Commercial Mortgage
Securities Corporation's commercial mortgage pass-through
certificates, series 2002-CIBC5:

   -- $13.8 million class E to 'AAA' from 'AA+';
   -- $28.9 million class F to 'AA-' from 'A+'; and
   -- $16.3 million class G to 'A' from 'A-'.

Fitch also affirms these classes:

   -- $245.7 million class A-1 at 'AAA';
   -- $487.2 million class A-2 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $36.4 million class B at 'AAA';
   -- $13.8 million class C at 'AAA';
   -- $27.6 million class D at 'AAA';
   -- $18.8 million class H at 'BBB';
   -- $12.6 million class J at 'BBB-';
   -- $5.0 million class K at 'BB';
   -- $5.0 million class L at 'BB-';
   -- $8.8 million class M at 'B'; and
   -- $2.5 million class N at 'B-'.

Fitch does not rate the $16.3 million class NR.

The rating upgrades are the result of 13.6% defeasance since
Fitch's last rating action.  Since issuance 29 loans  have
defeased, including one credit assessed loan.  As of the
January 2007 distribution date, the pool has paid down 6.5% to
$938.7 million from $1.0 billion at issuance.

There are two specially serviced assets: one is 90 days delinquent  
and the other is real estate owned.  The larger loan is
collateralized by a 78,754 square foot office property in Troy,
Michigan.  The asset transferred to special servicing due to
monetary default after the sole tenant filed for bankruptcy and
terminated its lease in 2005.  The property is currently vacant.

The other special serviced asset became REO in August 2006 and is
a 55,963 SF office property in Dickson City, Pennsylvania.  The
special servicer is actively marketing the property.

Fitch will continue to closely monitor the specially serviced
assets as losses are expected.

Simon Mall Portfolio loan maintains an investment grade credit
assessment based on stable performance.  The Simon Mall Portfolio
is secured by a total of 1.5 million sq. ft. in four regional
malls located in Ohio, Texas, Indiana, and Wisconsin.  The subject
loan consists of an A note with a total outstanding principal
balance as of January 2007 of $101.5 million and a B note with a
current outstanding principal balance of $16.9 million.  The B
note is non-rated and non-pooled.  Combined occupancy for all of
the centers as of third quarter 2006 was 92%, a slight decrease
from year-end 2005 occupancy of 95%.


LNR CDO: S&P Rates $20.5 Million Class L Certificates at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LNR CDO V Ltd./LNR CDO V LLC's $483.4 million CDO
series 2007-1.

The preliminary ratings are based on information as of
Feb. 6, 2007.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 114 classes of
pass-through certificates taken from 22 CMBS transactions.

                    Preliminary Ratings Assigned

                    LNR CDO V Ltd./LNR CDO V LLC
    
                                                Recommended
                                 Preliminary      credit           
         Class      Rating         amount         support
         -----      ------       -----------    -----------
         A          AAA          $170,484,000      77.60%
         B          AA            $89,826,000      65.80%
         C          A+            $66,989,000      57.00%
         D          A             $35,778,000      52.30%
         E          A-            $35,017,000      47.70%
         F          BBB+          $35,017,000      43.10%
         G          BBB           $15,224,000      41.10%
         H          BBB-          $35,017,000      36.51%
         J(1)       BB+           $56,332,000      29.11%
         K(1)       BB            $25,121,000      25.81%
         L(1)       BB-           $20,553,000      23.11%

         Preferred
         shares     NR           $175,886,585      23.11%
    
    (1)These classes are not offered in the offering memorandum.
                          NR -- Not rated.


LONGVIEW FIBRE: Brookfield Deal Cues S&P to Hold Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings on
Longview Fibre Co., including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, following an
agreement by Brookfield Asset Management Inc. to acquire all of
Longview's shares for $2.15 billion, including assumed debt.

The ratings were placed on CreditWatch on March 9, 2006, and
reflected the unsolicited acquisition proposal from Obsidian
Finance Group LLC, a private equity firm, and The Campbell Group
LLC, a timber investment management organization.

The proposed Brookfield acquisition is expected to be partially
financed by $1.35 billion of new debt at Longview.  The new
financing will be secured by the company's existing assets and
will have no recourse to Brookfield.

Longview, based in Longview, Wash., had debt of $520 million at
Sept. 30, 2006.

"At the completion of the acquisition, we believe Longview's debt
leverage will likely increase," said Standard & Poor's credit
analyst John Kennedy, "which could materially weaken its financial
metrics and potentially lead to a lowering of the ratings."

Standard & Poor's expects to resolve the CreditWatch after more
details are disclosed regarding the transaction's financing
structure as well as the ultimate corporate structure. The
transaction is subject to some closing conditions, including
approval from shareholders and certain regulators.


LOUISIANA-PACIFIC: DBRS Holds Sr. Sub. Debt's Rating at BB (high)
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of the Senior
Unsecured Debt of Louisiana-Pacific Corporation at BBB (low) and
its Senior Subordinated Debt at BB (high).  The trend remains
Stable and the rating of Louisiana-Pacific Corporation remains
on track.

Total cash and cash equivalents of $1.2 billion at Sept. 30, 2006,
are more than sufficient to pay off all recourse debt, resulting
in a strong balance sheet with equally strong credit ratios that
are well within the range associated with the rating.

The rating is not being raised because the business risk from
industry conditions receives a higher emphasis than financial
risk, which remains low.  Earnings are predominantly derived from
a single product, namely oriented strandboard (OSB).  As a result,
business risk is significantly higher than forest-products
industry averages.  In addition, the OSB market is ripe for
consolidation, and the company could be a leading consolidator,
providing an element of financial risk.

Building-products markets are forecast to be weaker in 2007 and
2008 as high house prices and rising mortgage rates reduce housing
demand.  OSB prices have declined from the record highs set in
2004 and corporate earnings have exhibited a commensurate trend.  
Although year-to-date 2006 earnings are lower than for the prior
year, profit margins are still at relatively high levels.

The low cost and high margins of new OSB mills have resulted in
two expansion binges in North America in the past two decades.  In
each case, OSB prices declined until demand rose to offset the new
capacity.

A third expansion binge is underway.  Eight new OSB mills,
representing 5.625 billion square feet of new capacity, are
expected to commence production in the 2007-2008 time period.  
About two-thirds of the new capacity will start up in 2007 and,
in the absence of an exceptionally strong housing market, is
expected to produce a prolonged period of low prices and depressed
profitability, negatively affecting the Company's credit profile.

To ensure continued profitability in adverse market conditions,
the company is focused on reducing operating costs.  The
completion of the company's $250 million five-year (2003-2007)
investment program will improve the productivity and reduce the
unit costs of production of the Company's OSB operations.

Overall operating costs and future earnings potential are also
expected to be positively affected by:

   -- The completion of a 700 MMSF joint venture OSB plant in
      2007.

   -- The conversion of an older OSB plant to siding products.

   -- The relocation of an OSB mill to Chile.

The company is committed to a conservative financial policy that
includes the establishment of a $200 million to $300 million
operating cash balance to protect against normal volatility in
working capital and cyclical downturns, and as insurance against
unforeseen events or disruptions in capital markets.

DBRS expects that improvements in unit operating costs and a
conservative financial policy will enable the Company to maintain
a strong credit profile even during depressed market conditions,
important factors supporting an investment-grade rating.


MARKEL CORP: S&P Holds BB+ Debt Ratings & Says Outlook is Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-'
counterparty credit rating on Markel Corp.

In addition, Standard & Poor's affirmed its 'BB' preferred stock
and preliminary 'BB+' subordinated debt ratings on Markel and
revised the outlook to positive from stable.

"The outlook revision is based on continued improvements at
Markel's London Insurance Market segment and improvements in
property-catastrophe risk management since the hurricane season of
2005," said Standard & Poor's credit analyst Jason Jones.

"Although Markel's core strength remains in North America, the
London Insurance Market has made steady improvements in
underwriting performance such that it has obtained underwriting
profits for the past three quarters of 2006 and is expected to
have strong underwriting profits for at least the next year."

The improvements in property-catastrophe risk management affect
both London Insurance Market and North American business and
reflect new zonal aggregate risk limits and exposure reductions
in certain coastal areas that previously had higher exposure.

The ratings on Markel are based on very strong competitive
position in excess and surplus and specialty admitted lines of
business, strong operating performance, geographic
diversification, strong customer service and underwriting
capabilities, improved catastrophe risk management and improved
financial leverage.  Offsetting the positives are international
operations, which, though good, are not as strong as the North
American operations; possible integration risk from potential
acquisitions; and potential for adverse reserve development on
legacy reserves.

Standard & Poor's expects Markel's operating performance to be
strong in 2007 with a combined ratio in the low 90%s and flat
premium growth.  Results in E&S and specialty admitted segments
are expected to weaken slightly from the very strong 88% combined
ratio in the first nine months of 2006.  The London Market and
Other segments are expected to continue their recent improvements,
and reserves on prior years should no longer develop negatively.
Markel International is expected to produce a combined ratio in
the low 90%s.

Although Markel would likely miss Standard & Poor's expectations
if the U.S. coast were hit by a major hurricane, Standard & Poor's
believes any reduction to Markel's capital would be modest based
on improved property-catastrophe risk management and recent
exposure reductions.  Debt-to-capital leverage is expected to
remain close to management's target of 25% to 30% and interest
coverage is expected to be 7x to 9x in 2007.


MERRILL LYNCH: S&P Cuts Rating on Class B-2 Certificates to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1 and B-2 from Merrill Lynch Mortgage Investors Inc.'s series
2002-NC1.  The lowered ratings remain on CreditWatch with negative
implications, where they were placed Nov. 22, 2006.

Concurrently, the rating on class M-2 was placed on CreditWatch
with negative implications.  At the same time, the rating on class
M-1, the remaining class from this transaction, was affirmed.

The lowered ratings and negative CreditWatch placements reflect
monthly losses that have continuously exceeded excess interest.
During the previous four remittance periods, monthly losses have
exceeded excess interest by approximately 4.50x.  The failure of
excess spread to cover losses has resulted in an
overcollateralization deficiency of $585,773.

As of the December 2006 distribution date, O/C was 0.20%,
approximately 60% below its target balance of 0.50%.  Serious
delinquencies represent 12.57% of the current pool principal
balance, while cumulative realized losses represent 1.48% of the
original pool principal balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses that outpace excess spread, we will likely take negative
rating actions on these classes.  Conversely, if losses are
covered by excess spread and O/C builds toward its target balance,
Standard & Poor's will affirm the ratings and remove them from
CreditWatch.

The affirmation reflects actual and projected credit support that
is sufficient to maintain the current rating.
   
The collateral supporting this transaction consists of 30-year
fixed- or adjustable-rate mortgage loans secured by first- or
second-liens on one- to four-family residential properties.
          
        Ratings Lowered And Remaining On Creditwatch Negative
   
                Merrill Lynch Mortgage Investors Inc.

                                        Rating
                                        ------
              Series      Class    To              From
              ------      -----    --              ----
              2002-NC1    B-1      BB/Watch Neg    AA/Watch Neg    
              2002-NC1    B-2      B/Watch Neg     BBB+/Watch Neg  
                  
                Rating Placed On Creditwatch Negative
   
                Merrill Lynch Mortgage Investors Inc.

                                       Rating
                                       ------
            Series      Class    To               From
            ------      -----    --               ----
            2002-NC1    M-2      AAA/Watch Neg    AAA
    
                          Rating Affirmed
   
                Merrill Lynch Mortgage Investors Inc.

                 Series       Class          Rating
                 ------       -----          ------
                 2002-NC1     M-1            AAA


MORGAN STANLEY: Fitch Lifts Rating on Class K Certificates to BB
----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Trust commercial
mortgage pass-through certificates, series 2003-IQ5:

   -- $30.2 million class C to 'AA+' from 'A+';
   -- $7.8 million class D to 'AA-' from 'A';
   -- $5.8 million class E to 'A+' from 'BBB+';
   -- $6.8 million class F to 'A-' from 'BBB';
   -- $7.8 million class G to 'BBB' from 'BBB-';
   -- $5.8 million class H to 'BBB-' from 'BB+';
   -- $2.9 million class J to 'BB+' from 'BB'; and
   -- $4.9 million class K to 'BB' from 'BB-'.

In addition, Fitch affirms these classes:

   -- $62.9 million class A-2 at 'AAA';
   -- $60 million class A-3 at 'AAA';
   -- $373.7 million class A-4 at 'AAA';
   -- Interest-only classes X-1 and X-2 at 'AAA';
   -- $22.4 million class B at 'AAA';
   -- $2.9 million class L at 'B+';
   -- $1.9 million class M at 'B'; and
   -- $1 million class N at 'B-'.

Class A-1 has been paid in full.  Fitch does not rate the
$7.8 million class O.

The upgrades are due to the stable pool performance, defeasance
and paydown since issuance.  As of the January 2007 distribution
date, the pool's aggregate principal balance has decreased 22.4%
to $604.7 million from $778.8 million at issuance.  Three loans
have defeased.

The five credit assessed loans remain investment grade.  The 200
Berkeley & Stephen L. Brown Buildings and the Invesco Funds
Corporate Campus loans have defeased.  Fitch reviewed current rent
rolls, operating statement analysis reports, and other performance
information provided by Master Servicer, Capmark Finance, Inc.

Two Commerce Square is secured by a 40-story class A office
building totaling 953,276 square feet located in Philadelphia,
Pennsylvania.  Two of the four pari-passu notes totaling
$60 million serve as collateral for this transaction.  As of
November 2006, occupancy has increased to 99.3% from 97.4% at
issuance.

International Plaza is secured by a two level super regional mall
that consists of approximately 1.2 million sq. ft., of which
583,490 sq. ft. is collateral for the loan.  The property is
located in Tampa, Florida.  One of the three pari-passu notes
totaling $35.4 million serves as collateral for this transaction.
In-line occupancy as of September 2006 improved to 95.6% compared
to 92.4% at issuance.

3 Times Square remains stable demonstrated by its October 2006
occupancy of 98.9%, up slightly since issuance.   3 Times Square
is secured by an 883,405 sq. ft. office building located in
Manhattan.


MORGAN STANLEY: Fitch Holds Junk Rating on $1 Mil. Class O Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded Morgan Stanley Dean Witter Capital I
Trust's commercial mortgage pass-through certificates, series
2000-LIFE2:

   -- $24.9 million class C to 'AA+' from 'AA';
   -- $6.9 million class D to 'AA' from 'AA-';
   -- $18.8 million class E to 'A' from 'A-'.

In addition, Fitch affirms these classes:

   -- $11.3 million class A-1 at 'AAA';
   -- $480 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $23 million class B at 'AAA';
   -- $7.7 million class F at 'BBB+';
   -- $3.1 million class G at 'BBB';
   -- $9.6 million class H at 'BBB-';
   -- $9.2 million class J at 'BB+';
   -- $3.1 million class K at 'BB';
   -- $4 million class L at 'B+';
   -- $6.7 million class M at 'B';
   -- $2.9 million class N at 'B-'; and
   -- $1 million class O at 'CCC'.

Fitch does not rate the $5.6 million class P certificates.

The rating upgrades are due to the transaction's stable
performance combined with increases in credit enhancement
resulting from defeasance and paydown since Fitch's last rating
action.  As of the January 2007 distribution date, the pool has
paid down 19.3% to $617.4 million from $765.3 million at issuance.

Fitch reviewed the performance of the deal's credit assessed loan
and its underlying collateral, the Towers at Portside.  The loan
is secured by a 527-unit multifamily property located in Jersey
City, New Jersey.  Based on its stable performance, the loan
maintains an investment grade credit assessment.

There are currently no delinquent or specially serviced loans.


MORTGAGE LENDERS: Taps Trumbull Group as Notice & Claims Agent
--------------------------------------------------------------
Mortgage Lenders Network USA, Inc. asks the U.S. Bankruptcy Court
for the District of Delaware for authority to employ The Trumbull
Group, LLC, as its notice, claims, and balloting agent.

The Trumbull Group will:

   a. prepare and serve required notices in the Debtor's Chapter
      11 case;

   b. file with the Clerk's Office a certificate or affidavit of
      service within three business days;
   
   c. maintain copies of all proofs of claim and proofs of
      interest filed in the Debtor's bankruptcy case;

   d. maintain the official claims registers in this case by
      docketing all proofs of claim and interest in a claims
      database;

   e. implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f. transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g. maintain an up-to-date mailing list for all entitites that
      have filed proofs of claim or interest and make the list      
      available upon request to any party in interest;

   h. provide access to the public for examination of the proofs
      of claim or interest filed in the bankruptcy case without
      charge during regular business hours;

   i. record all transfers of claims and, if direct by the Court,
      provide notice of the transfers;

   j. comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders, and other
      requirements;

   k. promptly comply with further conditions and requirements as
      the Court may prescribe anytime;

   l. provide other claims processing, noticing, balloting, and
      relating administrative services as may be requested by the
      Debtor from time to time; and

   m. act as balloting agent.

Ronda K. Collum, Vice-President of the Trumbull Group, tells the
Court that the Firm's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Consultant                      $225 - $295
      Operations Manager              $110 - $185
      Automation Consultant           $140 - $175
      Case Manager                     $85 - $135
      Data Specialist                  $65 - $80
      Administrative Support              $55

Additionally, the Firm requested and received from the Debtor a
prepetition retainer for $18,000.

Ms. Collum 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 February 5, 2007
(Bankr. D. Del. Case No. 07-10146).  Laura Davis Jones, Esq.,
James E. O'Neill, Esq., Brad R. Godshall, Esq., David M.
Bertenthal, Esq., Joshua M. Fried, Esq., and Curtis A. Hehn, Esq.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of more than $100 million.


NEWARK GROUP: Good Performance Prompts S&P's Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Newark Group Inc. to stable from negative.  

At the same time, Standard & Poor's affirmed all its ratings
including its 'B+' corporate credit rating on the Cranford, New
Jersey-based company and assigned a 'BB-' bank loan rating.

"The outlook revision reflected favorable industry conditions,
improved operating margins and cash flow, and financial metrics
that have strengthened to levels appropriate for the rating," said
Standard & Poor's credit analyst John Kennedy.

Total debt at Oct. 31, 2006, was about $289 million.

Standard & Poor's assigned its 'BB-' bank loan rating and '1'
recovery rating to Newark's proposed $75 million first-lien
synthetic letter of credit facility and $15 million first-lien
term loan, indicating that lenders can expect full recovery of
principal in the event of a payment default.  The proceeds, along
with an unrated $85 million first-lien asset-backed revolving
credit facility, will be used to refinance the existing
$150 million credit facility that expires in March 2007.

"We could revise the outlook to negative if industry conditions
worsen, leverage increases, or cost pressures rise significantly,"
Mr. Kennedy said.

"We are unlikely to revise the outlook to positive in the next two
years because of Newark's high debt levels."


NORD RESOURCES: Nedbank Loan Maturity Date Extended to February 23
------------------------------------------------------------------
Nord Resources Corp. entered into a letter agreement with
Nedbank Ltd. dated Jan. 30, 2007, to extend the maturity date
of the Nedbank Bridge Loan to a Feb. 23, 2007, and the closing
of a registered equity offering by the company which raises
$20,000,000.

The Nedbank Bridge Loan was to have matured on the earlier of Jan.
31, 2007, and the closing of a registered equity offering by the
company which raises $20,000,000.

Nord Resources is indebted to Nedbank under a loan evidenced
by an Amended and Restated Secured Promissory Note dated May 31,
2006, in the principal amount of $4,900,000.

A full-text copy of the Nedbank's Letter of Agreement is available
for free at http://ResearchArchives.com/t/s?1982

A full-text copp of the Amended and Restated Secured Promissory
Note is available for free at http://ResearchArchives.com/t/s?1983

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper   
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.  
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

As reported in Aug. 3, 2006, Mayer Hoffman McCann PC expressed
substantial doubt about Nord'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 significant operating losses.


ORLEAN HOMEBUILDERS: Defaults Under Amended Revolving Credit Loan
-----------------------------------------------------------------
Orleans Homebuilders Inc. has determined that it is in violation
of a financial covenant under its Amended and Restated Revolving
Credit Loan Agreement in the course of preparing its quarterly
financial statements for the second quarter of 2007.

The Loan Agreement was entered into by the company as guarantor,
certain of the company's wholly owned subsidiaries and various
banks as lenders, dated Jan. 24, 2006, and amended by a First
Amendment on Nov. 1, 2006.

The Loan Agreement required the company to maintain a certain
"Debt Service Ratio", which is the ratio of the company's
"Adjusted EBITDA" to "Debt Service".  As of Dec. 31, 2006, the
company's Debt Service Ratio was 1.61 to 1.00.  The Revolving
Credit Facility required a Debt Service Ratio of 2.00 to 1.00.

A violation of this financial covenant, unless waived by the
Lenders or otherwise cured, constitutes an event of default under
the Revolving Credit Facility, giving the Lenders the right to
terminate their obligations to make additional loans under the
Revolving Credit Facility, demand immediate payment in full of all
amounts outstanding, foreclose on collateral, and exercise other
rights and remedies granted under the Revolving Credit Facility
and related loan documents and as may be available pursuant to
applicable law.

As of Feb. 1, 2007, approximately $501,950,000 of borrowings and
approximately $40,724,000 of letters of credit and other
assurances were outstanding under the Revolving Credit Facility.

The company is currently in discussions with its Lenders regarding
the violation of the Debt Service Ratio covenant with a view
toward entering into an amendment to the Revolving Credit Facility
to amend the calculation of the Debt Service Ratio to add
inventory impairment and abandoned project charges, and certain
other non-cash charges, back to Adjusted EBITDA, which would
result in the company being in compliance with the Debt Service
Ratio covenant as of Dec. 31, 2006.

While the company believes that it can negotiate an acceptable
resolution, there can be no assurance that the company will be
able to negotiate an amendment or that such an amendment will be
on terms acceptable to the company.  If the company is unable to
enter into an amendment to the Revolving Credit Facility with the
Lenders, it could have a material adverse effect on the company's
financial position.

                    About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. and
its subsidiaries (ASE: OHB) -- http://www.orleanshomes.com/--  
market, develop and build high-quality, single-family homes,
townhomes and condominiums to serve various types of homebuyers,
including first-time, first move-up, second move-up, luxury, empty
nester and active adult.  The company believes this broad range of
home designs gives it flexibility to address economic and
demographic trends within its markets.


OWNIT MORTGAGE: Wants Buchalter Nemer as Government Counsel
-----------------------------------------------------------
Ownit Mortgage Solutions Inc. asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Buchalter Nemer P.C., as its government, regulatory, corporate and
labor counsel.

The Debtor is required to comply with a variety of state laws and
regulations applicable to the mortgage lenders.  The firm will
advise the Debtor with respect to these issues.  The firm is also
routinely required to address the Debtor's labor and employment
issues.

Melissa Richards, Esq., and Jeffrey Garfinkle, Esq., are the lead
attorneys for this engagement.  Ms. Richards charges $400 per hour
while Mr. Garfinkle's hourly rate is $465.

Before its bankruptcy filing, the Debtor paid the firm a $75,000
retainer.

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

Ms. Richards is co-chair of the firm's Mortgage Banking Practice
Group and serves as outside General Counsel for the California
Mortgage Bankers Association.  Mr. Garfinkle is a shareholder in
the firm's Insolvency and Bank & Finance Practice Groups.  They
can be reached at:

     Buchalter Nemer P.C.
     18400 Von Karma Avenue, Suite 800
     Irvine, CA 92612-0514
     Tel: (949) 760-1121
     Fax: (949) 720-0182
     http://www.buchalter.com/  

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


PENTON MEDIA: S&P Affirms Second-Lien Bank Loans' Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on the secured loan facilities of co-borrowers Prism
Business Media Inc. and Penton Media Inc., after the company's
$36.5 million addition to its first-lien tranche and $24 million
reduction of its second-lien tranche.  

The secured financing package consists of a $620 million first-
lien term loan due 2013, an $80 million first-lien revolving
credit facility due 2012, and a $266 million second-lien term loan
due 2014.  The first-lien facilities are rated 'B+', with a
recovery rating of '1', indicating high expectation for full
recovery of principal in the event of a payment default.  

The second-lien facilities are rated 'CCC+', with a recovery
rating of '5', indicating the expectation for negligible  recovery
of principal in the event of a payment default.

At the same time, Standard & Poor's raised its corporate credit
rating on Penton Media Inc. to 'B' from 'CCC+' and removed the
rating from CreditWatch following the completion of the
acquisition of the company by Penton Media Holdings Inc., which
acquired Prism Business Media Holdings Inc., as indicated in
Standard & Poor's research update of Jan. 10, 2007.

Ratings List:

   * Penton Media Inc.

      -- Corporate Credit Rating Upgraded to B/Negative/
         from CCC+/Watch Pos/--

Ratings Affirmed:

   * Penton Media Inc.

      -- Senior Secured First-Lien Bank Loans, B+
      -- Recovery Rating, 1
      -- Second-Lien Bank Loans, CCC+
      -- Recovery Rating, 5


POE FINANCIAL: Exclusive Plan-Filing Period Extended to April 16
----------------------------------------------------------------
The Honorable Catherine Peek McEwen of the U.S. Bankruptcy Court
for the Middle District of Florida extended, until April 16, 2007,
Poe Financial Group, Inc. and its debtor-affiliates' exclusive
period to file a Chapter 11 Plan of Reorganization.

The Debtors explain that they need additional time to complete the
Plan due to the large number of creditors in their bankruptcy
case, and that they need to deal with certain issues with the
Department of Financial Services and Citizens Insurance
Corporation.

Based in Tampa, Florida, Poe Financial Group, Inc.
-- http://www.poefinancialgroup.com/-- specializes in insuring
coastal properties assumed from Florida's high-risk insurance
pool.  The Debtor and three of its affiliates file for chapter 11
protection on Aug. 18, 2006 (Bankr. M.D. Fla. Case No. 06-04288).
Noel R. Boeke, Esq., Leonard Gilbert, Esq., and Rod Anderson,
Esq., at Holland & Knight, LLP, represent the Debtors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $50 million.


PORTRAIT CORP: Files Joint Plan & Disclosure Statement in New York
------------------------------------------------------------------
Portrait Corporation of America Inc. and its debtor-affiliates
filed a joint plan of reorganization and a disclosure statement
explaining that plan with the U.S. Bankruptcy Court for the
Southern District of New York in White Plains.

                        Treatment of Claims

Under the Plan, holders of Allowed Administrative Expense Claims
will be paid in full and in cash.

On the Plan's effective date, the DIP obligations will be deemed
allowed and paid indefeasibly in full in accordance with the terms
of the DIP Agreement and DIP Order.  Upon full payment of all DIP
Obligations, all liens and security interests granted to secure
those obligations will be terminated.  Provided, however, that the
particular provisions of the DIP Agreement that are specified to
survive will survive.  Existing letters of credit issued pursuant
to the DIP Agreement will be cancelled and replaced with new
letters of credit to be issued pursuant to the Exit Facility.

Holders of Allowed Priority Tax Claim will receive cash on the
later of the plan effective date or the date the claim became
allowed, or equal annual cash payments together with interest to
be determined by the Bankruptcy Court.

Holders of Class A Allowed Priority Non-Tax Claims will also be
paid in full in cash.

At the sole option of the Debtors, holders of Class B Allowed
Other Secured Claims will:

   (a) receive payment in full in cash plus post-commencement date
       interest;

   (b) have a reinstated claim;

   (c) receive the collateral securing their claim; or

   (d) receive a treatment that renders the claim unimpaired
       pursuant to Section 1124 of the Bankruptcy Code.

Holders of Class C Allowed Second Lien Notes Claims will receive,
in full satisfaction of their claim, their pro rata share of 100%
of Reorganized Portrait Corp of America common stock.

Holders of Class D Allowed Senior Notes and Other Unsecured Claims
will receive their pro rata distribution of new warrants.

Holders of Class E Allowed Convenience Class Claims will receive
1% of their allowed claim as payment.

Holders of Class F Allowed Goldman Note Claims, Class G Allowed
Old Preferred Equity Interests, Class H Allowed Old Common Equity
Interests, and Class I Allowed Old Common Subsidiary Equity
Interests will not receive anything under the plan.

Goldman Note Claims refer to:

   -- the 13.75% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.  These notes were guaranteed by Portrait
      Corporation of America Inc., American Studios Inc., PCA
      National LLC, PCA National of Texas LP, PCA Photo
      Corporation of Canada Inc., Photo Corporation of America
      Inc., and PCA Finance Corp; and

   -- the 16.5% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.

                       About Portrait Corp.

Portrait Corporation of America Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  The company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


RADIATION THERAPY: Moody's Affirms Corporate Family Rating at B1
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Radiation
Therapy Services, Inc.  The affirmation of the ratings, including
the B1 Corporate Family Rating, reflects the continued positive
performance of the company since the initiation of the ratings
in December 2005.

The B1 Corporate Family Rating continues to be supported by the
company's strong EBIT margin, which approximated 20% in the twelve
month period ended Sept. 30, 2006.  Contributing to the strong
operating margins is the company's willingness to invest in the
implementation of new technologies.  The higher technologies help
drive volumes by attracting patients into the therapy centers and
often have more favorable reimbursement and profitability
profiles.  

Strong EBIT margins and consistent increases in revenues through
acquired and organic growth have contributed to stable, positive
operating cash flow.  However, the company's high level of
technology expenditures and facility expansions are expected to
constrain free cash flow.  The ratings are also supported by the
company's modest financial leverage and strong interest coverage
metrics.

The ratings also consider the company's limited scale and
relatively small size, the considerable concentration of revenue
from a single payer source, and a large concentration of
facilities in Florida.

These ratings were affirmed:

   -- Senior secured revolving credit facility due 2010, B1,
      LGD3, 31%

   -- Senior secured term loan due 2012, B1, LGD3, 31%

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B2

   -- Speculative Grade Liquidity Rating, SGL-2

The ratings outlook is Stable.

Radiation Therapy is the largest owner and operator of radiation
treatment facilities in the US.  At Sept. 30, 2006 the company
operated 69 facilities offering a range of radiation therapy
alternatives to cancer patients.  More than half of current
treatments are for breast, prostate and lung cancers but new
technologies are expanding the current list of indications.
Moody's estimates that the company's revenues were approximately
$280 million for the twelve months ended Sept. 30, 2006.


READER'S DIGEST: High Leverage Cues Moody's to Cut Ratings to B2
----------------------------------------------------------------
Moody's Investors Service downgraded The Reader's Digest
Association's Corporate Family rating to B2 from Ba1, concluding
the review for downgrade initiated on Sept. 6, 2006, and continued
on Nov. 16, 2006, in connection with the proposed $2.4 billion
acquisition by a consortium of investors led by Ripplewood
Holdings LLC.  

The downgrade reflects the significant increase in leverage that
will occur as a result of the debt-financed buyout and RDA's
concurrent combination with Ripplewood portfolio companies WRC
Media Inc. and Direct Holdings U.S. Corp.

Moody's also assigned a Ba3 rating to Doctor Acquisition Co.'s
proposed $1.46 billion senior secured credit facilities and B3
rating to DAC's proposed $750 million senior subordinated notes to
be issued in connection with the acquisition.

Together with $466 million of cash common equity and the sale of
$274 million of senior PIK preferred stock by RDA Holding Co., the
parent holding company established by Ripplewood for this
transaction, the proceeds will be used as:

   * $1.7 billion to fund the buyout of RDA's common stock;
     
   * approximately $700 million to retire existing RDA debt,;

   * $194 million to retire existing debt and other obligations of
     Weekly Reader and Direct Holdings; and,

   * approximately $140 million for transaction-related fees and
     expenses including a $25 million transaction fee to
     Ripplewood.

DAC is an acquisition vehicle owned by Ripplewood and affiliates
that will be merged into RDA to complete the acquisition with RDA
continuing as the survivor and borrower post-closing.  The rating
outlook is stable.

Downgrades:

   * Reader's Digest Association, Inc.

      -- Corporate Family Rating, Downgraded to B2 from Ba1
      -- Probability of Default Rating, Downgraded to B2 from Ba1

Assignments:

   * Doctor Acquisition Co.

     -- Corporate Family Rating, Assigned B2

     -- Probability of Default Rating, Assigned B2

     -- Guaranteed Senior Secured Revolver, Assigned Ba3 LGD2, 28

     -- Guaranteed Senior Secured Term Loan B, Assigned Ba3 LGD2,
         28

     -- Guaranteed Senior Subordinated Notes, Assigned B3 LGD5-76

Outlook Actions:

   * Reader's Digest Association, Inc.

     -- Outlook, Changed To Stable From Rating Under Review

   * Doctor Acquisition Co.

     -- Outlook, Assigned Stable

The B2 CFR reflects the combined company's high leverage, low
EBITDA margins and the moderate growth prospects of the mature and
largely print-based publishing portfolio.  Moody's expects
debt-to-EBITDA will remain high at approximately 7.2-7.4x in
FY 2008.  Debt reduction will initially be modest due to the
higher interest burden and spending associated with restructuring
actions.

Recognizable brands, significant global presence and broad
diversity of publishing products support the ratings.  Moody's
believes the publishing product lines are mature, but that new
initiatives including the Everyday with Rachel Ray magazine, Taste
of Home Entertaining business and continued expansion into
developing countries will contribute to modest revenue growth.

A key area of focus is improving the cost structure and
operational efficiency to drive margin expansion.  The company's
print publishing and direct marketing businesses nevertheless have
high customer churn and acquisition costs, and recurring editorial
and paper costs that restrain margin potential.

Moody's believes the high leverage and weak margins limit
financial flexibility over the intermediate term.

The stable rating outlook reflects Moody's expectation that cost
savings and moderate revenue gains will lower debt-to-EBITDA over
the next 12-18 months.  Moody's believes the credit agreement
provides near term flexibility for cost reduction plans to gain
traction as the debt-to-EBITDA covenant does not begin until
March 31, 2008.

The Ba2 rating on RDA's existing $300 million notes remains on
review for downgrade pending the outcome of the tender offer for
the notes.  Moody's will withdraw the rating if the notes are
repaid in connection with the tender offer and would likely lower
the rating to B3/LGD4 on any stub portion that remains after the
tender offer.

The Reader's Digest Association Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including magazines, books, recorded music collections
and home videos.  Products include Readers Digest magazine, which
is published in 50 editions and 21 languages.  Following the
acquisition by Ripplewood and the combination with the Weekly
Reader and Direct Holdings operations, Reader's Digest will have
annual revenues of approximately $2.8 billion.


SALOMON BROTHERS: Fitch Junks Rating on HUD1 Class B-4 Certs.
-------------------------------------------------------------
Fitch Ratings took these rating actions on Salomon Brothers
Mortgage Securities VII, Inc.'s mortgage pass-through
certificates:

Series 1997-HUD1:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'A+';
   -- Class B-3 affirmed at 'BBB'; and
   -- Class B-4 downgraded to 'C/DR4' from 'CCC/DR2'.

Series 1997-HUD2:

   -- Class A affirmed at 'AAA';

   -- Class B-1 affirmed at 'AA+';

   -- Class B-2 affirmed at 'A';

   -- Class B-3 downgraded to 'B+' from 'BB'; and

   -- Class B-4 remains at 'C'; Distressed Recovery rating lowered
      to 'DR6' from 'DR3'.
   
Series 1999-2:

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

Series 2001-UP2 Group 1:

   -- Class AF affirmed at 'AAA';
   -- Class BF-1 affirmed at 'AAA';
   -- Class BF-2 affirmed at 'AA';
   -- Class BF-3 affirmed at 'BBB';
   -- Class BF-4 downgraded to 'CC/DR3' from 'CCC/DR3'; and
   -- Class BF-5 remains at 'C/DR6'.

Series 2001-UP2 Group 2:

   -- Class AV affirmed at 'AAA';
   -- Class BV-1 affirmed at 'AA';
   -- Class BV-2 affirmed at 'A';
   -- Class BV-3 affirmed at 'BB';
   -- Class BV-4 remains at 'CC/DR3'; and
   -- Class BV-5 remains at 'C/DR5'.
   
The affirmations, affecting approximately $9.8 million of
outstanding certificates, are due to credit enhancement and
collateral performance generally consistent with expectations.

The negative rating actions on series 1997-HUD1, series 1997-HUD2,
and series 2001-UP2 Group 1 reflect the deterioration of CE
relative to consistent monthly losses.

As of the December 2006 distribution date, the CE level for the
series 1997-HUD1 class B-3 has declined from 11.75% at closing to
11.06%.  The original CE of 8.24% for class B-4 provided by
classes B-5 through B-6 certificates has been fully depleted.  At
the current rate of monthly loss, it is expected that losses will
begin writing down the class B-3 bond in approximately 16 months.
The 90-plus delinquencies represent 19.75% of the mortgage pool,
and foreclosures and real estate owned represent 2.89% and 0.73%,
respectively.

As of the December 2006 distribution date, the CE level for the
series 1997-HUD2 class B-3 has declined from 11.53% at closing to
2.05%.  The original CE of 8.77% for class B-4 provided by classes
B-5 through B-6 certificates has been fully depleted.  The 90-plus
delinquencies represent 15.08% of the mortgage pool, and
foreclosures and real estate owned represent 2.73% and 0.63%,
respectively.

As of the December 2006 distribution date, the CE level for the
series 2001-UP2 class BF-4 has declined from 0.35% at closing to
0.05%.  The original CE of 0.20% for class BF-5 provided by class
BF-6 has been fully depleted.  The 90-plus delinquencies represent
3.44% of the mortgage pool, and foreclosures and real estate owned
represent 0.49% and 0.61%, respectively.

The HUD transactions are collateralized by 20-30-year fixed-rate
seasoned mortgage loans.  Substantially all of the mortgage loans
had defaulted in the past and were re-performing mortgage loans as
of the closing of these securitizations.  The mortgage loans were
acquired from the U.S. Department of Housing and Urban
Development.

The series 1999-2 and 2001-UP2 comprise 15- to 30-year fixed- and
adjustable-rate, fully amortizing mortgage loans.  Groups 1 and 2
of the 2001-UP2 are not cross-collateralized.  The Group 1 pool is
further sub-divided into two sub-groups, IA and IB, which are not
fully cross-collateralized, but which do in certain circumstances
provide limited cross support.

The mortgage loans are being serviced by Ocwen Financial Corp.,
rated 'RSS2' as special servicer and 'RPS2' for subprime products,
and by Regions Mortgage, rated 'RPS2-' for Alt-A and subprime
products by Fitch.


SEA CONTAINERS: Court OKs Bingham as Counsel to Services Committee
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Sea
Containers Ltd. and its debtor-affiliates' chapter 11 cases
obtained authority from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to retain Bingham
McCutchen, Morris, Nichols, Arsht & Tunnell LLP, as its counsel
serving in the Services Committee, nunc pro tunc to Oct. 26, 2006.

As reported in the Troubled Company Reporter on Jan. 25, 2007, the
Creditors Committee sought Court approval to retain Bingham
McCutchen LLP as counsel to its financial members sub-committee.  
The U.S. Trustee had indicated that it would be appointing a
Services Committee, after the Creditors Committee requested the
appointment of a separate committee to represent the interests of
the unsecured creditors of Sea Containers Services Ltd.  

Among other things, Bingham McCutchen is expected to:

    a. provide legal advice with respect to the Creditors
       Committee's rights, powers, and duties in the bankruptcy
       cases;

    b. represent the Creditors Committee at all hearings and
       other proceedings;

    c. advise and assist the Creditors Committee in discussions
       with the Debtors and other parties-in-interest, as well as
       professionals retained by any of the parties, regarding
       the overall administration of the bankruptcy cases;

    d. assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors and in negotiating with those
       creditors;

    e. assist with the Creditors Committee's investigation of the
       assets, liabilities, and financial condition of the
       Debtors and of the operations of their businesses;

    f. assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things,
       formulating the terms of a plan or plans of reorganization
       for the Debtors;

    g. assist and advise the Creditors Committee with respect to
       their communications with the general creditor body
       regarding matters in the bankruptcy cases;

    h. review and analyze on behalf of the Creditors Committee
       all pleadings, orders, statements of operations,
       schedules, and other legal documents;

    i. prepare on behalf of the Creditors Committee of all
       pleadings, orders, reports and other legal documents as
       may be necessary in furtherance of the Creditors
       Committee's interests and objectives; and

    j. perform all other legal services for the Creditors
       Committee that may be necessary and proper to facilitate
       the Committee's discharge of its duties in the bankruptcy
       cases and any related proceedings.

Bingham McCutchen's services will be paid according to its
customary hourly rates:

                                U.S.-based        UK-based
                               Hourly Rates     Hourly Rates
                               ------------    ---------------
   Partners and Of Counsel     $445 - $850     GBP400 - GBP540
   Counsel and Associates      $175 - $535     GBP210 - GBP390
   Paraprofessionals           $100 - $315     GBP110 - GBP130

The principal attorneys and paralegal designated to represent the
Debtors and their current hourly rates are:

   Professional               Designation         Hourly Rate
   ------------               -----------         -----------
   Barry G. Russell, Esq.       Partner              GBP535
   Ronald J. Silverman, Esq.    Partner               $750
   Tom Bannister, Esq.          Partner              GBP460
   Abigail Milburn, Esq.        Counsel              GBP255
   Scott K. Seamon, Esq.       Associate              $470
   Stacy A. Lopez, Esq.        Associate             GBP240
   Flora Ahn, Esq.             Associate              $265

Ronald L. Silverman, Esq., a partner of Bingham McCutchen,
assures the Court that his firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code.  
Bingham McCutchen does not hold or represent any interest adverse
to the Debtors' estates with respect to the matters for which it
is to be retained.

                      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
$1.7 billion in total assets and $1.6 billion in total debts.  
The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.  (Sea Containers
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Committee Hires Morris Nichols as Delaware Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers,
Ltd. and its debtor-affiliates bankruptcy case obtained authority
from the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware to retain Morris, Nichols, Arsht &
Tunnell LLP as its Delaware counsel, nunc pro tunc to Oct. 26,
2006.

As reported in the Troubled Company Reporter on Jan. 23, 2007,
the Creditors Committee selected Morris Nichols because of the
firm's extensive experience, knowledge and resources in the
fields of, inter alia, debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code,
Andrew B. Cohen, managing director of Dune Capital LLC, relates.

Specifically, Morris Nichols will:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' Chapter 11 cases;

   (b) assist and advise the Creditors Committee in its  
       consultations with the Debtors relative to the
       administration of their cases;

   (c) assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors in negotiating with them;

   (d) assist with the Creditors Committee's investigation of the
       acts, conduct, assets liabilities and financial condition
       of the Debtors and of the operation of their business;

   (e) assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or their creditors
       concerning matters related to, among other things, the
       terms of a plan of reorganization for the Debtors;

   (f) assist and advise the Creditors Committee with respect to
       its communications with the general creditor body
       regarding significant matters in the Debtors' bankruptcy
       cases;

   (g) assist and counsel the Creditors Committee in respect to
       its organization, the conduct of its business and
       meetings, the dissemination of information to its
       constituency, and other matters as are reasonably deemed
       necessary to facilitate the administrative activities of
       the Committee;

   (h) attend the meetings of the Creditors Committee;

   (i) represent the Creditors Committee at all hearings and
       other proceedings;

   (j) review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Creditors Committee as to their propriety;

   (k) assist the Creditors Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Creditors Committee's interests and objectives; and

   (1) perform other legal services as may be required and are
       deemed to be in the interests of the Creditors Committee
       in accordance with the Committee's powers and duties as
       set forth in the Bankruptcy Code.

Morris Nichols will be paid on an hourly basis, plus
reimbursement of actual and necessary expenses incurred:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners                         $425 - $625
      Associates                       $220 - $400
      Paraprofessionals                   $175
      Case Clerks                         $100

William H. Sudell, Jr., Esq., a partner at Morris Nichols,
assures the Court that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.  Morris
Nichols does not hold or represent any interest adverse to the
Debtors' estates or their creditors, Mr. Sudell adds.

                      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
$1.7 billion in total assets and $1.6 billion in total debts.  
The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.  (Sea Containers
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SECURITY AVIATION: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Security Aviation, Inc. delivered to the U.S. Bankruptcy Court for
the District of Alaska, its schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property          $14,928,446
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $52,419,057
     Secured Claims
  E. Creditors Holding                                 $449,166
     Unsecured Priority Claims
  F. Creditors Holding                               $1,903,359
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                      $14,928,446         $54,771,582

Based in Anchorage, Alaska, Security Aviation, Inc. --
http://www.securityaviation.biz/-- provides air charter services.   
The Company filed for chapter 11 protection on Dec. 21, 2006
(Bankr. D. Ala. Case No. 06-00559).  Cabot C. Christianson, Esq.,
at Christianson & Spraker, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $10 million to $50
million and debts between $1 million to $10 million.


SECURITY AVIATION: Can Hire Russell Minkemann as Accountant
-----------------------------------------------------------
Security Aviation Inc. obtained permission from the U.S.
Bankruptcy Court for the District of Alaska to employ Russell E.
Minkemann as its accountant.

Mr. Minkemann is expected to:

   a. prepare tax returns as necessary;
   
   b. prepare financial statements as necessary;
   
   c. perform other accounting functions and assisting the Debtor
      with the preparation of financial documents required in the
      case, including schedules and statements, monthly operating
      reports, disclosure statements and a plan of reorganization
      if necessary.

Mr. Minkemann told the Court that his normal hourly rate for his
services is $200.

Mr. Minkemann assured the Court that he is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Based in Anchorage, Alaska, Security Aviation, Inc. --
http://www.securityaviation.biz/-- provides air charter services.   
The Company filed for chapter 11 protection on Dec. 21, 2006
(Bankr. D. Ala. Case No. 06-00559).  Cabot C. Christianson, Esq.,
at Christianson & Spraker, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $10 million to
$50 million and debts between $1 million to $10 million.


SHAW COMMUNICATIONS: Moody's Lifts Sr. Sub. Notes' Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
of Shaw Communications Inc. to Ba1 from Ba2, and the Senior
Subordinated rating to Ba2 from B1.  Related LGD ratings impacted
are as listed below.

The outlook on all ratings is stable.

This action is based upon Moody's expectation that by 2009,
improving operational performance will result in Shaw's
Debt/EBITDA leverage trending down towards 2.5x.  Shaw's Ba1
Corporate Family Rating primarily reflects the strong business
profile of its cable operation, including its industry-leading
margin and internet penetration as well as the successful early
deployment of its telephony product.  The rating is constrained by
Moody's longer-term concerns over the competitiveness of the
direct-to-home satellite industry and Shaw's net governance
weaknesses.

The outlook is stable because although Moody's recognizes the
strength of Shaw's operational performance, Moody's believes it
may be difficult for Shaw to realize further significant
improvements over its current performance, and expect continuing
high levels of capital expenditure and shareholder payments to
limit meaningful improvements to various credit metrics, including
cash flow measures compared to debt, leaving debt levels largely
unchanged.

The ratings affected by this action are:

   * Shaw Communications Inc.

   * Upgrades:

      -- Corporate Family Rating, Upgraded to Ba1 from Ba2

      -- Probability of Default Rating, Upgraded to Ba1 from Ba2

      -- Senior Unsecured Rating, Upgraded to Ba1 from Ba2

      -- $300 million Senior Unsecured notes due 2007, LGD4, 51%       
         to LGD4, 57%

      -- $450 million Senior Unsecured notes due 2012, LGD4, 51%
         to LGD4, 57%

      -- $350 million Senior Unsecured notes due 2013, LGD4, 51%
         to LGD4, 57%

      -- $300 million Senior Unsecured notes due 2016, LGD4,51%
         to LGD4, 57%

      -- $300 million Senior Unsecured notes due 2011, LGD4, 51%
         to LGD4, 57%

      -- $440 million Senior Unsecured notes due 2010, LGD4, 51%
         to LGD4, 57%

      -- $225 million Senior Unsecured notes due 2011, LGD4, 51%
         to LGD4, 57%

      -- Senior Subordinated Rating, Upgraded to Ba2 from B1

      -- $100 million CoPRs Preferred Stock due 2027, LGD6, 95% to
         LGD6, 96%

Shaw Communications Inc. is a cable and satellite operator
headquartered in Calgary, Alberta, Canada.


SIENA TECHNOLOGIES: Secures $1.1 Mil. Financing fFrom Investors
--------------------------------------------------------------
Siena Technologies, fka Network Installation Corp., has completed
a private placement of units consisting of one share of common
stock and a warrant to purchase one share of common stock,
generating $1.1 million in net proceeds.  The company intends to
use the funds for working capital to further support its growth
momentum.

"Senior management of the company and several accredited investors
who are existing stockholders in Siena participated in this round
of financing," commented Jeffrey Hultman, CEO of Siena
Technologies.  "The benefits of our restructuring efforts are
beginning to show signs in our revenue growth and improved gross
margins.  The additional financial support from existing
shareholders will further solidify our drive to continue,
through our wholly owned subsidiary, Kelley Technologies, to
deliver cutting edge smart building and smart home solutions for
blue chip gaming clients and real estate developers as well."

As of Jan. 30, 2007, Siena has 41.9 million shares outstanding,
and 64.9 million on fully diluted basis that, if exercised, would
generate approximately $9 million of additional capital for the
company.  Company insiders own approximately 40 percent Siena
common stock.

The company has changed its name to better reflect its recent
reorganization and acquisitions that place it in growing
technology markets such as gaming, residential development and
entertainment venues.

                   About Network Installation

Based in Irvine, California, Siena Technologies (OTC BB: SIEN),
formerly known as Network Installation Corp. (OTC BB: NWKI),
through its wholly-owned subsidiary Kelley Technologies, is a
technology company which designs, develops, and integrates
communication technology and system networks for the resort and
gaming industry as well as luxury high-rise condo developments.

                      Going Concern Doubt

Jasper + Hall PC expressed substantial doubt about Network
Installation Corp.'s ability to continue as a going concern after
auditing the company's financial  statements for the year ended
Dec. 31, 2005.   The auditing firm pointed to the Company's
accumulated deficit of $25,168,968 and its generation of losses
from operations.


SMARTIRE SYSTEMS: Reduces Workforce by 25%
------------------------------------------
SmarTire Systems Inc. has completed its restructuring of
operations as it reduced its work force by approximately 25%.

SmarTire President and CEO Dave Warkentin said, "We have taken
significant actions to reduce costs.  Since September, our overall
staff level has been reduced by approximately 50%.  As part of
this initiative, we plan to close our U.K. facility at the end of
February 2007.  We do not anticipate that this closure will affect
our European sales efforts.  In addition, we were able to reduce
our engineering and product development team as we have now
completed the development of our tire pressure monitoring system
which meets the requirements of our major commercial vehicle
customers.  We continue to make aggressive efforts to grow our
revenue."

                     About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2007,
the company's balance sheet at Oct. 31, 2006, showed $6.1 million
in total assets, $38.7 million in total liabilities, and
$2.2 million in preferred shares subject to mandatory redemption,
resulting in a stockholders' deficit of $34.8 million.


SYNAGRO TECH: Inks $772 Million Merger Deal with Carlyle Group
--------------------------------------------------------------
Synagro Technologies Inc. and The Carlyle Group entered into a
definitive merger agreement, in which Carlyle will acquire all of
the outstanding shares of Synagro for $5.76 per share in cash,
representing a 28.6% premium based upon Synagro's closing share
price on Jan. 26, 2007.  The total enterprise value of the
transaction, including the assumption of $310 million debt, is
$772 million.  The transaction is expected to close in the second
quarter of 2007.

"I am excited about the opportunity that this merger presents for
Synagro's customers, shareholders, employees and the communities
it serve," Robert Boucher, President and Chief Executive Officer
of the company said.  "Carlyle is a dynamic organization with an
outstanding track record of long-term investment in assets in the
United States and around the world.  Synagro is confident that its
partnership with Carlyle will help ensure Synagro's continued
success."

                        Dividend Declared

The company plans to continue its current policy of paying
dividends on its common stock through the closing of the Merger.  
The Board of Directors of Synagro, has declared a cash dividend of
$0.10 per common share to all of its shareholders of record as of
Feb. 12, 2007.  The dividend is payable on Feb. 28, 2007.

"Over the last several years, as the company has executed on its
growth strategy, Synagro has reviewed a range of strategic
alternatives.  This partnership with Carlyle gives Synagro an
opportunity to maintain its role as a service provider, an
employer and a community partner while delivering cash premium to
Synagro's shareholders.  This is the right transaction at the
right time with the right partner for Synagro."

"Carlyle Group is confident that with Synagro's management team
and workforce, the company will continue to enhance its financial
and operating performance and build upon its competitive dominance
in the industry in which it operates," Robert Dove, Managing
Director of Carlyle and Co-head of the Infrastructure Team, said.  
"Carlyle Group is committed to making the capital expenditures to
ensure Synagro continues to grow its business and provide the
reliability and customer service for which it is known."

Upon completion of the transaction, Synagro Technologies' common
stock will cease to be publicly traded and the company will be a
wholly owned subsidiary of a Carlyle affiliate.

                        Transaction Terms

The company's Board of Directors complimented the investment bank
Lehman Brothers, Inc. and its outside counsel Locke Liddell & Sapp
for conducting a comprehensive private auction over the past
several months that resulted in significant value for the
company's stockholders.  Under the terms of the merger agreement,
Synatech Holdings, Inc., a Delaware corporation owned by Carlyle,
will acquire all of the outstanding common shares of Synagro for
$5.76 per share in cash.  The transaction has a total equity
market value of approximately $462 million.

The offer represents a premium of 28.6% based upon Synagro's
closing share price on Jan. 26, 2007 and a premium of 30.1% over
Synagro's average 30-day closing price ending Jan. 26, 2007.

                         Board Approval

The transaction has been approved by the Board of Directors of
Synagro and Carlyle.

Lehman Brothers acted as sole financial advisor to the company and
rendered a fairness opinion regarding the transaction to Synagro's
Board of Directors.

Merrill Lynch & Co. acted as financial advisor to Carlyle in
connection with the transaction.

Gibson Dunn & Crutcher acted as counsel to Carlyle.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                       About Synagro Tech

Headquartered in Houston, Texas, Synagro Technologies, Inc.
(Nasdaq:SYGR)(ArcaEx:SYGR) -- http://www.synagro.com/-- offers  
water and wastewater residuals management services focusing on the
beneficial reuse of organic, nonhazardous residuals resulting from
the wastewater treatment process, including drying and
pelletization, composting, product marketing, incineration,
alkaline stabilization, land application, collection and
transportation, regulatory compliance, dewatering, and facility
cleanout services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured ratings on Houston, Texas-based Synagro
Technologies Inc. on CreditWatch with negative implications.

Standard & Poor's will resolve the CreditWatch listing after a
meeting with management and a review of the company's new capital
structure and financial policy.


TANK SPORTS: Completes Acquisition of Redcat Motors
---------------------------------------------------
Tank Sports Inc. has completed the acquisition of Redcat Motors.  

At the Redcat headquarters in Phoenix, Arizona, the Tank Sports
management team led by Chairman Jiangyong Ji and the Redcat
management team led by CEO Darin Oreman and COO Lucian Spataro
signed the final documents needed to complete the transaction on
Jan. 30, 2007, which included the stock transfer from Redcat
Motors to Tank Sports.

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Tank Sports signed a definitive agreement with Darin and Michelle
Oreman of Hexagon Financial, LLC to acquire LowPrice.com, Inc.,
dba Redcat Motors.

"From this day on we own 100% of Redcat's common stock.  Tank's
history since 2004 will be rewritten," said Tank CEO Jingjing
Long.  "We believe that Tank's performance will reach new heights
in 2007 and beyond.  Tank and Redcat's merger report and combined
financials will soon be available.  The reports will provide more
details to the investors for stronger financial data and give them
a synergized view of the deal.  After the merger, Lucian will be
in charge of operation for both dba Tank in El Monte, California
and dba Redcat in Phoenix, Arizona.  Darin will be the lead for
the Redcat subsidiary.  With the addition of Redcat, we are
looking forward for the future development of a stronger Tank
Sports."

By acquiring Redcat Motors, Tank also benefits from Redcat's
strong management team, which will stay in place and will further
enhance Tank's already strong management team.  A tier 1 ERP
system, 4 warehouse locations strategically located across the
United States and over 300 Redcat dealers are a few of the Redcat
strengths that are currently being integrated into the combined
company.

The company estimates the revenue will reach $39 millions by the
year-end of 2007.

                      About Redcat Motors

Redcat Motors imports and distributes off-road power-sports
products from China.  The company has 5 regional warehouse
locations and a dealership network of over 300 dealers.  Important
operational procedures are conducted online using a tier 1 ERP
system, which includes ordering inventory from China, arranging
ocean freights and shipments to U.S. contract warehouses.  Redcat
Dealers also place orders through the company's website, and
access availability of product and monitor inventory levels.
Product offering includes ATV's & off-road motorcycles.

                    About Hexagon Financial

Based in Phoenix, Arizona, Hexagon Financial, LLC, provides
venture capital and management support for high growth companies
in niche markets nationwide.

                       About Tank Sports

Headquartered in El Monte, California, Tank Sports, Inc.,
(OTCBB: TNSP) -- http://www.tank-sports.com/-- develops,   
engineers, and markets high-performance on-road motorcycles &
scooters, off-road all-terrain vehicles (ATVs), dirt bikes and Go
Karts through OEMs in China.  The company's motorcycles and ATVs
products are manufactured in China and Mexico.

                        Going Concern Doubt

Kabani & Company, Inc. in Los Angeles, California, raised
substantial doubt about Tank Sports, Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Feb. 28, 2006.  The auditor pointed to the
company's net loss and accumulated deficit.


TECO ENERGY: Moody's Reviews Ratings and May Upgrade
----------------------------------------------------
Moody's Investors Service placed the debt ratings of TECO Energy,
Inc. under review for possible upgrade.  Ratings placed under
review include TECO's Ba1 Corporate Family Rating and Ba2 senior
unsecured debt.  In addition, Moody's affirmed TECO's SGL-1 rating
and the ratings of Tampa Electric Company.

The review is prompted by:

   * Moody's expectation of a more consistent financial
     performance in 2007 and going forward as business risk and
     cash flow volatility have been reduced following the
     company's exit from merchant generation;

   * Lower long-term debt at the parent company and a manageable
     $411 million due at the parent for the remainder of 2007,
     $300 million of which is expected to be paid off at maturity
     in May;

   * A management strategy focusing on TECO's core regulated
     Florida utility operations, in addition to several other cash
     flow generating businesses, including TECO Coal, TECO
     Transport, and TECO Guatemala;

   * Consolidated financial results that are projected to be
     closer to investment grade levels in 2007 for a utility
     holding company with an overall risk category in the medium
     range as defined in Moody's rating methodology for global
     regulated electric utilities; and

   * Reduced synfuel related cash flow volatility because of lower
     oil prices and the expiration of synfuel tax credits at the
     end of 2007.  TECO has also substantially hedged most of its
     synfuel cash benefit for 2007, limiting the impact that a
     potential phaseout of the tax credits could have on cash flow
     because of higher oil prices.

The review will focus:

   -- on TECO's 2006 financial results;

   -- the outlook and projected performance for 2007 and future
      years, including the likelihood that the company will retire
      $300 million of parent company debt in May;

   -- the possible sale of its TECO Transport subsidiary;

   -- the potential for $500 million of additional parent company
      debt retirements in the years 2008 through 2010; and,

   -- the company's long-term financing plans to meet growing
      capital expenditure needs for environmental compliance and
      generation expansion at Tampa Electric.

Despite the expected use of a substantial amount of current cash
at TECO to pay off debt this coming May, the affirmation of TECO's
SGL-1 rating reflects the expectation that TECO's liquidity will
remain strong throughout 2007.

The affirmation of Tampa Electric's ratings reflects the company's
stronger coverage metrics in 2006 after fuel cost deferrals
weakened credit metrics in 2005 and financial measures that are
consistent with a mid-to-high Baa rating in accordance with
Moody's rating methodology for global regulated electric
utilities.  These include a ratio of cash from operations prior to
changes in working capital plus interest to interest of 4.3x and a
ratio of cash from operations prior to changes in working capital
to debt of 23% for the twelve months ending Sept. 30, 2006, which
are expected to remain relatively stable going forward.

Tampa Electric's ratings are constrained by higher operating
expenses, a large capital expenditure program, required equity
contributions from the parent to maintain its capital structure,
and the relatively high level of debt and below investment grade
rating at the parent company.

Ratings placed under review for possible upgrade include TECO
Energy's Ba1 Corporate Family Rating and Ba2 senior unsecured
debt.

TECO Energy, Inc. is a diversified energy company headquartered in
Tampa, Florida and the parent company of Tampa Electric Company.


TERWIN MORTGAGE: Moody's Junks Ratings on Two Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five
classes from Terwin Mortgage Trust issued in 2005 and 2006.  
The collateral backing these classes consists of second lien
residential mortgage loans.

The ratings are being downgraded based upon the recent increases
in the pace of losses on the underlying collateral which has
caused a deterioration of credit enhancement.

These are the rating actions:

   * Terwin Mortgage Trust 2005-1SL

      -- Class B-4, downgraded to Caa1, Previously Ba2.

   * Terwin Mortgage Trust 2005-3SL

      -- Class B-6-PI, downgraded to Caa2, Previously Ba2.

   * Terwin Mortgage Trust 2005-9HGS

      -- Class B-6, downgraded to B3, Previously Ba2.

   * Terwin Mortgage Trust 2006-2HGS

      -- Class B-5, downgraded to Ba3, Previously Ba1.
      -- Class B-6, downgraded to B1, Previously Ba2.


TESORO CORP: Buying 140 Retail Sites from USA Petroleum for $277MM
------------------------------------------------------------------
The Board of Directors of Tesoro Corporation has approved an
agreement for the company to purchase 140 USA Petroleum retail
sites located primarily in California, a terminal located in New
Mexico and select sites in other states.

The purchase price of the assets and the USA brand is $277 million
plus the value of inventory at the time of closing, which is
currently estimated to be between $10 and $15 million.  Of the 140
retail sites, 125 use the USA brand and 15 use other major brands.

"USA Petroleum has been an independent marketer in California for
many years," said Bruce Smith, Chairman, President and CEO.  "We
are committed to maintaining the independent USA retail brand and
growing our business with other independent customers.

"The acquisition provides us with locations near our California
refineries that allow us to run the refineries at full capacity,
invest in refinery improvements and deliver more clean products
into the market," said Mr. Smith.  "As an independent refiner and
marketer, our strategy is to meet the product demand of a diverse
customer base, including other independent retailers while also
working to increase the amount of clean products available in the
market.

"We value the unique experience that new employees bring to
Tesoro," said Mr. Smith.  "We are excited to welcome the USA
Petroleum employees into the Tesoro family and look forward to the
contributions they will make toward achieving operational
excellence.  We also plan to extend our commitment to community
giving and volunteerism in the communities in which we operate."

The transaction requires regulatory approval and is expected to be
completed in the second quarter of 2007.

                      USA Petroleum Assets

The 140 high volume retail sites include 132 operating sites in
California, six sites in the Pacific Northwest and two sites and a
terminal in New Mexico.  The high volume locations average 185,000
gallons per month and most sites include the underlying real
estate, contributing to the high value of the sites.

The USA Petroleum sites are estimated to contribute approximately
$30 million per year in additional EBITDA.

                       About Tesoro Corp.

Headquartered in San Antonio, Texas and founded in 1939,
Tesoro Corporation -- http://tesoropetroleum.com/-- is an  
independent refiner and marketer of petroleum products.  Tesoro
operates six refineries in the western United States with a
combined capacity of nearly 560,000 barrels per day.  Tesoro's
retail-marketing system includes almost 500 branded retail
stations, of which over 200 are company operated under the
Tesoro and Mirastar brands.

                          *     *     *                          

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service affirmed Tesoro Corporation's Ba1
Corporate Family rating, Ba1, LGD4, 57% senior unsecured note
ratings, Baa1, LGD2, 10% senior secured bank revolver rating, and
Ba1 Probability of Default rating.  Moody's has changed the rating
outlook from stable to positive.


TESORO CORP: To Buy Shell's Refinery & Retail Sites for $1.63 Bil.
------------------------------------------------------------------
The Board of Directors of Tesoro Corporation has approved
agreements for the company to purchase the Los Angeles refinery
(Wilmington), Wilmington Products Terminal, and approximately
250 Southern California Shell-branded retail sites from Shell
Oil Products US.  The purchase price of Shell's assets will be
$1.630 billion, plus the value of petroleum inventory at the time
of closing, which would be $180 to $200 million.  Tesoro also
signed a long-term agreement allowing the company to continue
operating the retail sites under the Shell brand.  The transaction
will require regulatory approval and is expected to be completed
in the second quarter of 2007.

"These assets are a tremendous complement to our existing
operations on the West Coast and will be immediately accretive to
our earnings and cash flow," said Bruce Smith, Chairman, President
and CEO.  "The refinery fits perfectly with our system, and we
expect to quickly integrate the facility into our network.  With
the unique focus we have as an independent refiner-marketer in the
region, we expect to realize synergies immediately through crude
purchasing and shipping logistics, as well as by optimizing the
output of our refineries to maximize the production of clean fuel
products for the California market."

                          Shell Assets

Shell's Wilmington refinery, located south of Los Angeles, is a
100,000 barrel per day (bpd) heavy, sour crude refinery producing
clean fuels that meet California's stringent requirements.  Tesoro
expects to generate significant system synergies through
integrating the supply of heavy, sour crudes with our Golden Eagle
refinery and by utilizing our unique West Coast shipping logistics
capabilities.  These system synergies are expected to generate
EBITDA of $100 million in our first 12 months of ownership.  
Additionally, Tesoro plans to make investments at Wilmington to
improve reliability, upgrade environmental performance, and
increase the production of clean products at the plant over the
next several years.  These investments are anticipated to generate
an additional $125 to $150 million of annual EBITDA and should be
fully implemented by 2011.

The plant's major processing units include a 40,000 bpd Delayed
Coker, a 36,000 bpd Fluid Catalytic Cracker, a 32,000 bpd
Hydrocracking Unit, 32,500 bpd of Reforming capacity in two units,
and 101,250 bpd of hydrotreating capacity in four units.  The
facility has a Nelson Complexity Index rating of 16.4.

The acquisition also includes approximately 250 high volume Shell-
branded retail sites located in Southern California, which average
approximately 225,000 gallons per month per site. These sites
match the current output of California-grade gasoline from the Los
Angeles refinery.  The purchase includes the underlying real
estate at many of the sites.

"We are excited about adding this talent and intellectual capital
to Tesoro," said Mr. Smith.  "We have grown through acquisitions,
and each time we have added people to our organization who have
been able to take our company to a new level of performance.  We
also look forward to working with the local communities and
extending our commitment to community giving and volunteerism in
Los Angeles and Wilmington."

                      Transaction Financing

The purchase will be paid for by using cash on-hand, which at
year-end was approximately $1 billion and borrowings.  The exact
amount of both is yet to be determined, but the pro-forma debt-to-
capitalization ratio is expected to be less than 50% at the time
of closing.  The company plans to quickly reduce debt through
internally generated cash flow and has set a goal to reduce debt
to 40% of capitalization by the end of 2007.  Lehman Brothers
served as Tesoro's financial advisor for the transaction.

                       About Tesoro Corp.

Headquartered in San Antonio, Texas and founded in 1939,
Tesoro Corporation -- http://tesoropetroleum.com/-- is an  
independent refiner and marketer of petroleum products.  Tesoro
operates six refineries in the western United States with a
combined capacity of nearly 560,000 barrels per day.  Tesoro's
retail-marketing system includes almost 500 branded retail
stations, of which over 200 are company operated under the
Tesoro and Mirastar brands.

                          *     *     *                          

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service affirmed Tesoro Corporation's Ba1
Corporate Family rating, Ba1, LGD4, 57% senior unsecured note
ratings, Baa1, LGD2, 10% senior secured bank revolver rating, and
Ba1 Probability of Default rating.  Moody's has changed the rating
outlook from stable to positive.


TOWER AUTOMOTIVE: Has Until April 30 to Remove Civil Actions
------------------------------------------------------------
At the request of Tower Automotive Inc. and its debtor-affiliates,
the Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York extended the period within
which they may file notices of removal with respect to civil
actions pending on their bankruptcy filing, to and including the
earlier to occur of:

   (1) April 30, 2007; or

   (2) 30 days after the entry of a Court order terminating the
       automatic stay with respect to the particular action that
       is sought to be removed.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
maintains that the Debtors are continuing to evaluate their files
and records to determine whether they should remove actions
pending in state or federal court to which they might be a party.

Mr. Sathy says that since the Debtors are parties to 225
lawsuits, and their key personnel and legal professionals are
assessing the lawsuits while being actively involved in the
Debtors' reorganization, they have not decided whether to file
notices of removal in those actions and proceedings.

Since October 2006, the Debtors' management personnel and
professionals have been, and continue to be, actively involved in
supervising and implementing several key steps in the Debtors'
reorganization, including:

   (a) preparing and distributing a draft plan of reorganization
       and accompanying disclosure statement;

   (b) analyzing and addressing issues related to the formulation
       of a plan of reorganizations;

   (c) evaluating and negotiating the Debtors' post-
       reorganization capital structure;

   (d) negotiating with various potential investors regarding the
       terms of a possible rights offering;

   (e) identifying and terminating unprofitable business
       ventures;

   (f) continuing the process of reconciling reclamation and
       other priority claims;

   (g) maintaining the Debtors' sensitive supply chain with their
       customers and vendors;

   (h) negotiating amendments and waivers with the Debtors'
       secured lenders;

   (i) marketing and selling certain non-core assets;

   (j) preparing and filing the Debtors' monthly operating
       reports;

   (k) reviewing various revenue enhancing alternatives and cost-
       reducing measures;

   (l) developing a business plan; and

   (m) negotiating and settling claim and set-off issues among
       the Debtors' vendors and customers.

The Debtors believe the extension will provide sufficient time to
allow them to consider, and make decisions concerning the removal
of the civil actions.

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).


TOWER AUTOMOTIVE: Panel Wants Stutman Treister as Special Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Stutman, Treister & Glatt, P.C., as its special conflicts
counsel, nunc pro tunc to Oct. 26, 2006, in connection with Tower
Automotive Inc. and its debtor-affiliates' Chapter 11 cases.

Due to the conflict that Akin, Gump, Strauss, Hauer & Feld, LLP,
the Creditors Committee's bankruptcy counsel, had in the
adversary proceeding between Tower Automotive Mexico and Grupo
Proeza, S.A. DE C.V., Stutman Treister provided services to the
Committee in connection with the Proeza Litigation, immediately
upon the Committee's request in October 2006.

Although the Proeza Litigation will soon be dismissed, the
Creditors Committee has requested that Stutman Treister continue
to serve as conflicts counsel.

Specifically, Stutman Treister's services will include assisting
the Creditors Committee in potential plan confirmation disputes
where Akin Gump possesses an actual or potential conflict of
interest.

The Creditors Committee believes that Stutman Treister possesses
extensive knowledge and expertise in the areas of law relevant to
the Debtors' Chapter 11 cases, and that Stutman Treister is well
qualified to represent the Committee as special conflicts
counsel.  Stutman Treister has represented and currently
represents creditors committees in many significant Chapter 11
cases.

Stutman Treister's employment does not include appearances before
any court or agency other than the Bankruptcy Court or the
provision of advice on international taxation issues, securities,
torts, environmental, labor, or criminal law.  Stutman Treister
represents only the Creditors Committee, not its individual
members.

Stutman Treister will be paid for its services in accordance with
its hourly rates for professionals and paraprofessionals:

   Billing Category           Hourly Rate                       
   ----------------           -----------
   Shareholders               $450 - $775
   Of Counsel                 $395 - $750
   Associates                 $250 - $385

   Paralegals                    $190    
   Law Clerks                 $160 - $215

The professionals currently expected to have primary
responsibility for providing services to the Committee are:

   Professional               Hourly Rate
   ------------               -----------
   Jeffrey C. Krause, Esq.    $640 - $675
   Eric D. Goldberg, Esq.     $550 - $575
   Gregory K. Jones, Esq.     $395 - $425

Jeffrey C. Krause, Esq., a member at Stutman Treister, assures
the Court that his firm and all of its attorneys are
disinterested persons who do not hold or represent an interest
adverse to the Debtors' estates and do not have any connection
with the Debtors, their creditors, the Committee, or any other
parties-in-interest in the Debtors' Chapter 11 cases.

Mr. Krause discloses that his firm represented certain members of
the Creditors Committee and some creditors in discrete matters
entirely unrelated to the Debtors or the Debtors' Chapter 11
cases.  In addition, Mr. Krause says he was previously a partner
of Akin Gump for a little more than two years -- he resigned from
Akin Gump effective Dec. 31, 2001.  Gregory K. Jones was
previously employed by Akin Gump between January 2000 and
March 2002.

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.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on Feb. 28, 2007.
(Tower Automotive Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


TOWN OF MARION: Files for Bankruptcy Protection in Mississippi
--------------------------------------------------------------
The Town of Marion in Mississippi filed a chapter 9 petition in
the U.S. Bankruptcy Court for the Southern District of Mississippi
on Feb. 6, 2007.

The bankruptcy filing came just minutes after the City of Meridian
froze the Town's checking account at Citizens National Bank, and a
day after Marion missed paying more than $400,000 of outstanding
sewerage bill, Ida Brown of Meridian Star reported.

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Marion's obligation to Meridian relates to the 1986 shut down of
Marion's sewerage treatment plant due to lack of maintenance and
repair.  The city of Meridian agreed to treat Marion's sewer at
that time, which gave rise to a number of disputes over
appropriate charging rate for the services.

Judge Billy G. Bridge ordered on Jan. 24, 2007, that Marion must
pay the outstanding sewerage bill for December 2006 to Meridian,
Meridian Star added.

Marion Mayor Elvis Hudson said the town is unable to pay and
requested Meridian to forgive the debt, Meridian Star noted.

"The Supreme Court has ruled that cities cannot forgive debts.  
That is an action designed to protect the public from elected
officials who would give away their assets," Meridian Star
reported citing Meridian Mayor John Robert Smith.


TOWN OF MARION: Voluntary Chapter 9 Case Summary
------------------------------------------------
Debtor: Town of Marion, Mississippi
        P.O. Box 310
        Marion, MS 39342

Bankruptcy Case No.: 07-50141

Chapter 9 Petition Date: February 6, 2007

Court: Southern District of Mississippi (Gulfport)

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  P.O. Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002

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.


TOWN SPORTS: Commences $169.9 Million 9-5/8% Senior Notes Offering
------------------------------------------------------------------
Town Sports International, LLC, has commenced an offer to purchase
for cash any and all of its outstanding 9-5/8% senior notes and a
related solicitation of consents to certain proposed amendments to
the indenture governing the notes, subject to the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and
Consent, each dated Jan. 29, 2007.  The aggregate principal amount
of notes currently outstanding is approximately $169.9 million.

The Tender Offer will expire on Feb. 26, 2007, unless extended or
earlier terminated.

Holders tendering their notes will be deemed to have delivered
their consent to certain proposed amendments to the indenture
governing the notes, which will eliminate certain covenants and
certain provisions relating to events of default.

The total consideration for each $1,000 principal amount of notes
tendered and accepted for payment pursuant to the tender offer
will be $1,052.91 plus accrued and unpaid interest thereon to, but
excluding, the date the notes are accepted for payment following
the expiration date of the tender offer.  The company is not
making any payments for the delivery of consents.

The completion of the tender offer is subject to conditions,
including the company having (i) received the consents of a
majority in aggregate principal amount of the outstanding notes
not owned by the company and its affiliates and (ii) available
funds sufficient to pay the total consideration with respect to
all notes from borrowings under a new senior credit facility to be
entered into on terms and conditions acceptable to the company in
its sole discretion.

The company may amend, extend or terminate the tender offer and
solicitation at any time in its sole discretion without making any
payments with respect thereto.

The company has engaged Deutsche Bank Securities Inc. to act as
the exclusive dealer manager and consent solicitation agent for
the Tender Offer.

                        About Town Sports

Headquartered in New York City, Town Sports International Holdings
Inc. -- http://www.mysportsclubs.com/-- with its subsidiary, Town  
Sports International, LLC, own and operate fitness clubs in the
northeast and Mid-Atlantic regions of the United States, and in
Switzerland.
                          
                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Moody's Investors Service upgraded the corporate family rating of
Town Sports International Holdings, Inc. to B1 from B2 and
assigned a Ba2 rating to the proposed $260 million senior secured
credit facility of its wholly owned subsidiary, Town Sports
International, LLC.  Concurrently, Moody's upgraded the rating on
the senior discount notes of TSI Holdings to B3 from Caa1.  The
ratings outlook is stable.


TRANSDIGM INC: S&P Holds B+ Rating on Proposed $980 Mil. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' bank loan
rating and '2' recovery rating on TransDigm Inc.'s proposed
$980 million amended credit facility, indicating expectations
of a substantial recovery of principal in the event of a payment
default.  The facility consists of a $200 million revolving credit
facility and a $780 million term loan.  The term loan was
previously expected to be $830 million, but higher-than-expected
sales of new subordinated notes reduced the need for additional
bank borrowings.  The smaller term loan only improves recovery
prospects marginally from our original analysis.

The proceeds from the $130 million term loan increase and
$300 million of new subordinated notes will be used to finance the
pending $430 million acquisition of Aviation Technologies Inc. by
TransDigm's parent, TransDigm Group Inc.  The revolver is expected
to be undrawn at close.

The corporate credit rating is 'B+' and the outlook is stable.

"The ratings on TransDigm reflect a highly leveraged balance
sheet, the cyclical and competitive pressures of the commercial
aerospace industry, an active acquisition program, and a
relatively modest scale of operations [around $550 million
revenues pro forma for the acquisition], but incorporate the
firm's leading positions in niche markets and very strong profit
margins," said Standard & Poor's credit analyst Christopher
DeNicolo.

TransDigm is a well-established supplier of highly engineered
aircraft components for nearly all commercial and military
airplanes as well as engines.  Although the ATI acquisition will
weaken credit protection measures, including consolidated debt to
EBITDA to a relatively high 5.7x from the current 4.5x,
anticipated material debt reduction from free cash flow should
restore an appropriate financial profile in the intermediate term.
Still, the ATI transaction significantly limits flexibility for
additional acquisitions.

Rating List

   * TransDigm Inc.

      -- Corporate Credit Rating, B+/Stable/

Ratings Affirmed:

   * TransDigm Inc.

      -- $980 Million Amended Credit Facility at B+
      -- Recovery Rating at 2


TRIAD HOSPITALS: Buyout Cues S&P to Cut Corp. Credit Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano, Texas-based hospital owner and operator Triad
Hospitals to 'B+' from 'BB'.  

At the same time, the rating was placed on CreditWatch with
negative implications, following the report that the company has
agreed to be acquired by CCMP Capital Advisors and GS Capital
Partners.  The transaction is valued at about $6.4 billion.

"We expect that the transaction will include the issuance of a
significant amount of new debt," said Standard & Poor's credit
analyst David Peknay.

"The corporate credit rating may be lowered further because we
believe Triad's financial profile will be substantially weakened."

We will review the financing plans before resolving the
CreditWatch status. In addition, we anticipate that the company's
existing bank loan will be replaced and all its senior unsecured
and subordinated debt will be repaid since it has change of
control provisions.  The rating on this debt will be
withdrawn at that time.

Triad owns and operates 54 hospitals and 13 ambulatory surgery
centers in 17 states.


UNITED AUTO: Wants to Redeem 9.625% Senior Notes on March 15
------------------------------------------------------------
United Auto Group, Inc. has provided notice to the Bank of
New York Trust Company, the trustee of its $300 million 9.625%
Senior Subordinated Notes Due 2012, of its intention to redeem the
Notes on March 15, 2007 at a price of 104.813% for all notes
outstanding.

In December 2006, the company completed a $375 million, 7.75%
Senior Subordinated Note offering with the intention of
refinancing the notes.  The proceeds from the December transaction
were temporarily used to repay amounts outstanding under the
company's revolving credit agreement in the U.S. and a portion of
its U.S. floor plan borrowings.  United Auto intends to fund the
aggregate redemption price of the notes principally with floor
plan borrowings in the U.S.

"Upon completing the redemption of the notes, we will have
achieved our goal of lengthening the weighted average maturity of
our outstanding fixed rate indebtedness," Bob O'Shaughnessy, Chief
Financial Officer commented.  "Upon completing the redemption of
the notes, we will have achieved our goal of lengthening the
weighted average maturity of our outstanding fixed rate
indebtedness, reducing our exposure to interest rate volatility,
and reducing the weighted average interest rate of our fixed rate
indebtedness.  The company's strong cash flow, coupled with the
flexibility and stability afforded by our capital structure,
provide us with the capacity to continue investing in the growth
of our business."

                        About United Auto

Headquartered in Detroit, Michigan, United Auto Group Inc.
(NYSE:UAG)  -- http://www.unitedauto.com/-- is an automotive  
retailer in the U.S. and operates about 270 franchises.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2006,
Moody's Investors Service assigned a B3 rating to United Auto
Group's proposed $325 million senior subordinated notes.  At the
same time, the company's existing 9.625% subordinated notes were
upgraded to B2 from B3, with all other ratings affirmed.  The
rating outlook is stable.


UNITED AUTO: Declares $0.07 Per Share Quarterly Dividend
--------------------------------------------------------
The Board of Directors of United Auto Group, Inc. has approved a
quarterly dividend of $0.07 per share payable on March 1, 2007, to
shareholders of record on February 12, 2007.

Headquartered in Detroit, Michigan, United Auto Group Inc.
(NYSE:UAG)  -- http://www.unitedauto.com/-- is an automotive  
retailer in the U.S. and operates about 270 franchises.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2006,
Moody's Investors Service assigned a B3 rating to United Auto
Group's proposed $325 million senior subordinated notes.  At the
same time, the company's existing 9.625% subordinated notes were
upgraded to B2 from B3, with all other ratings affirmed.  The
rating outlook is stable.


UNITED CUTLERY: Court OKs TRG as Arrowhead's Financial Adviser
--------------------------------------------------------------
Arrowhead Manufacturing Company, LLC, an affiliate of United
Cutlery Corporation, obtained authority from the U.S. Bankruptcy
Court for the Eastern District of Tennessee for authority to
employ TRG, Inc., as financial adviser.

Arrowhead Manufacturing related to the Court that TRG has provided
services primarily for United Cutlery, developing, specifically, a
comprehensive 13-week cash flow budget for the Debtors.  TRG has
provided advice to Arrowhead Manufacturing regarding a sale of
assets in a liquidation process and negotiated with a potential
purchaser of Arrowhead Manufacturing's assets.  TRG has provided
similar services for Arrowhead Partners, L.P.

Arrowhead Manufacturing wants to continue to employ TRG for
assistance in liquidation and sale of its assets.

Bruce A. Erickson, a managing director of TRG, Inc., tells the
Court that the Firm will bill the Debtor at the rate of $275 to
$530 per hour, depending on the staff member assigned to the
project.  Additionally, TRG will bill Arrowhead Manufacturing 4.5%
of professional fees to cover variable administrative expenses.

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

Based in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactures hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
Debtors also market fantasy-based swords, weapons and armor under
license from movie studios.  The company and two of its affiliates
filed for chapter 11 protection on Oct. 2, 2006 (Bankr. E.D. Tenn.
Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry, Tipton &
McLemore P.C., represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$9,964,288 and total debts of $26,361,930.


UNIVERSAL COMPRESSION: Merger Cues S&P to Hold BB Corp. Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB-' corporate
credit ratings on oilfield service company Hanover Compressor Co.
and its related entity Hanover Compression L.P. on CreditWatch
with positive implications.

At the same time, Standard & Poor's affirmed the 'BB' corporate
credit ratings on oilfield service company Universal Compression
Holdings Inc. and its related entity Universal Compression Inc.

The rating actions comes after the report that Hanover Compressor
and Universal Compression Holdings have entered into a definitive
agreement to merge in an all-stock transaction.

Pro forma the transaction, the combined entity will have
$2.2 billion in debt outstanding.

"The CreditWatch listing for Hanover reflects the likelihood that
the ratings could be raised in the near term following an
assessment of the merged entity's likely credit profile," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

Although the combined entity's business profile is strengthened
significantly, Standard & Poor's haas affirmed the ratings on
Universal Compression for the following reasons: The combined
entity's credit measures are weaker than Universal's stand-alone
credit measures.  There are concerns regarding the integration
that we will have to assess over  time, particularly plans to  
achieve $50 million in synergies and the likelihood of achieving
such goals.

Standard & Poor's expects the combined entity to place more of its
contract compression fleet in master limited partnership  
Universal Compression Partners L.P., thus increasing the
proportion of cash flows to the combined entity from the MLP.

Standard & Poor's generally does not consider the cash flow
associated with MLP distributions as supportive of credit quality.

Standard & Poor's will meet with management to assess the combined
company's business strategy, financial policy, and expected
financial profile before resolving the CreditWatch listing.


VALLEY NATIONAL: Moody's Rates $215 Million Facilities at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Valley National Gases Inc. in connection with Caxton-Iseman
Capital, Inc's proposed acquisition of Valley's public shares.

Moody's also assigned Ba3 ratings to the company's $215 million
first lien credit facilities and a B3 rating to its $75 million
second lien term loan.  The total transaction consideration is
approximately $320 million including fees and expenses, which is
expected to be financed with aggregated proceeds of $240 million
from first and second lien term loan facilities and roughly
$80 million in cash equity.  A new $50 million first lien
revolving credit facility is projected to be undrawn at the close
of the acquisition.  

The ratings outlook is stable; this is a first time rating for
Valley National Gases.

Moody's assigned these ratings:

   * Valley National Gases:

      -- Corporate Family Rating, B1

      -- Probability of Default Rating, B1

      -- $50 million Guaranteed First Lien Revolving Credit
         Facility due 2013, Ba3, LGD3, 35%

      -- $165 million First Lien Term Loan due 2014, Ba3, LGD3,
         35%

      -- $75 million Second Lien Term Loan due 2014, B3, LGD5,
         89%

The ratings are subject to the review of executed documents.

The B1 corporate family rating reflects the company's relatively
modest scale, elevated leverage, and weak pro forma credit metrics
for the rating category.  

However, Moody's believes these negatives are offset by the
inherent stability of the packaged gases and propane businesses.
On a pro forma LTM basis at September 30, 2006, the company's Debt
to EBITDA would have been approximately 6 times.  Additionally
Debt to Sales would be roughly 1.2x, and EBITDA to Interest
approximately 2x.  

Moody's ratings anticipate that these credit metrics will improve
modestly over the next several years as the company will likely
pursue small bolt-on acquisitions to augment organic growth and
improve its market share in key regions.  The initial draft of
loan agreement limits the size of acquisitions to a maximum of
$25 million and the excess cash flow sweep is calculated after
deducting acquisition payments.  There is also substantial
headroom in the draft financial covenants with debt to EBITDA of
7.5x through June of 2008.  If the company were to pursue
acquisitions that would cause debt to EBITDA to rise above 7x, it
would likely have a negative impact on Moody's outlook or ratings.

Factors constraining the ratings include:

   -- the company's small size with LTM revenues of $220 million;

   -- management's likely pursuit of acquisitions to grow the
      company;

   -- the anticipation that credit metrics will remain elevated
      over the next several years;

   -- the geographic concentration of the company's distribution
      and retail locations; and,

   -- the narrow financial disclosure, going forward, due to the
      absence of regular SEC filings.

The key factors supporting the B1 corporate family rating are the
stable revenue and profitability of the industrial gas
distribution business, Valley's moderately higher operating
margins as compared to their competitors, and management's
demonstrated ability to control costs and successfully integrate
acquisitions.

The stable outlook reflects Moody's expectation that Valley will
generate modest amounts of free cash flow over the following two
years, and that additional acquisitions will not substantially
weaken pro forma credit metrics.

Valley National Gases Incorporated, a holding company domiciled in
Pennsylvania, will be the borrower of the first lien revolving
credit facility and term loan as well as the second lien term
loan.  The Ba3 ratings on the revolver and first-lien term loan
consider the substantial collateral coverage and minimal expected
loss under a default scenario.  The B3 rating on the second lien
senior secured term loan to B3 reflects the contractual
subordination to the first lien secured debt and very weak
collateral support that could result in significant loss in the
event of a default.

Headquartered in Washington, Pennsylvania Valley is one of the
larger independent distributors of industrial, medical and
specialty cylinder gases and related welding equipment and
supplies.  Also the company has a growing but small presence as a
distributor of non-pipeline residential, commercial and industrial
propane in the US.  Revenues for the LTM ending Sept. 30, 2006
were approximately $220 million.


VERSO PAPER: Moody's Junks Rating on Proposed $250 Mil. Sr. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Verso Paper
Finance Holdings LLC's proposed $250 million senior unsecured term
loan and also assigned a B2 corporate family and probability of
default rating.

The company's sole asset is its 100% ownership interest in Verso
Paper Holdings LLC, a company formed to facilitate the
Aug. 1, 2006, purchase of a coated and supercalendered papers
business.  Proceeds from the new credit facility will be
distributed to Verso Finance's ownership group.

In a related action, Moody's downgraded the rating on Verso
Paper's senior secured bank credit facility to Ba2 from Ba1, and
affirmed the B2 rating on the company's second priority senior
secured notes and the B3 rating on its senior subordinated notes.
In addition, Verso Paper's speculative grade liquidity rating was
affirmed at SGL-2, indicating good liquidity.  Moody's will
withdraw Verso Paper's existing B1 corporate family and
probability of default ratings when the transaction closes.  The
rating outlook for the Verso Group is stable.

Assignments:

   * Verso Paper Finance Holdings LLC

      -- Corporate Family Rating, Assigned B2

      -- Senior Unsecured Bank Credit Facility, Assigned a range
         of 93 - LGD6 to Caa1

Rating Actions:

   * Verso Paper Holdings LLC

      -- $200 million First Lien Secured Gtd Revolving
         Credit Facility: to Ba2, LGD2, 11% from Ba1, LGD2, 15%

      -- $285 million First Lien Secured Gtd Term Loan B:
         to Ba2, LGD2, 11% from Ba1, LGD2, 15%

      -- $350 million Second Priority Secured Gtd 9.13%
         Notes: to B2, LGD4, 54% from B2, LGD4, 59%

      -- $250 million Second Priority Secured Gtd Floating Rate
         Notes: to B2, LGD4, 54% from B2, LGD4, 59%

      -- $300 million Subordinated Debt: to B3, LGD4, 69% from B3,
         LGD6, 91%

Speculative Grade Liquidity: affirmed as SGL-2

The B2 corporate family rating of the Verso Group reflects three
principal factors.  

Firstly, there is the company's exposure to the coated paper
market, which has experienced rather unfavorable supply/demand
dynamics in recent years.  Moody's views the market as being
modestly over-supplied at this juncture, and trade papers have
been reporting that pricing for coated papers has been softening
in recent months.

Secondly, the group's increased debt load and very significant
leverage result in an emphasis of credit protection measures over
business profile-type rating factors.  Finally, the financial
sponsor ownership is an important credit consideration due to the
risk of aggressive financial policies.  The effective downgrade of
the group's corporate family rating is a result of the
inter-relationship of these factors.

While the proposed credit facility features payment in kind
provisions that allow unpaid interest to accumulate, Moody's
expects payments will be made in cash in most circumstances.
Further, with a very limited operating history, there is no
evidence that Verso Paper's sustainable cash flow stream has
improved significantly.  The dividend-related cash outflow is
therefore seen as displacing debt reduction capacity. In turn,
this results from the equity holder's actions and is contrary to
the best interests of debt-holders.  This is especially the case
in light of the potential for near-term profit margin compression
should paper prices continue to decline.  This combination of
factors suggests that debt reduction is likely to occur at much
slower pace than Moody's had initially anticipated, and supports
the ratings downgrades.

In reviewing notching of the individual debt instruments, it is
noted that Moody's convention is to assign the CFR to the highest
entity in a family's corporate structure that has rated debt, and,
irrespective of explicit support or connection, to rank a
consolidated waterfall of debt instruments for the entire group.
The Caa1 rating for the term loan at Verso Finance reflects its
structural subordination to the debt at the operating companies.
The term loan does not benefit from any upstream guarantees.  

At the B2 CFR level Moody's loss-given-default methodology limits
notching of specific security ratings to no more than three
notches up from the CFR.  Consequently, with the CFR effectively
downgraded to B2, Verso Paper's senior secured ratings were
downgraded to Ba2.  Meanwhile, with the new $250 million term loan
included in the consolidated waterfall, the LGD methodology views
it as providing loss absorption capacity below the second priority
and senior subordinated debt.  This off-sets the impact of the CFR
downgrade such that their ratings remain unchanged at B2 and B3
respectively.

Verso Paper Finance Holdings LLC is a privately held holding
company whose sole asset is believed to be a 100% interest in
Verso Paper Holdings LLC, a Memphis, Tennessee based integrated
producer of coated and supercalendered publication papers.  Verso
Paper Finance Holdings LLC's largest and controlling investor is
an affiliate of Apollo Management L.P., a financial investor.


VICORP RESTAURANTS: S&P Junks Rating on Senior Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on VICORP
Restaurants Inc., including the corporate credit rating, to 'B-'
from 'B'.

At the same time, Standard & Poor's also lowered the rating on the
senior unsecured notes to 'CCC+' from 'B-'.  The notes are rated
one notch lower because of the significant amount of priority debt
ahead of the unsecured notes.  The downgrade reflects continued
erosion in the company's credit measures during 2006, as margins
and EBITDA deteriorated because of declines in same-store sales
and negative leveraging from higher labor, manufacturing, and
other costs.

The outlook is negative.

The ratings on Denver-based VICORP Restaurants Inc. reflect the
company's participation in the weak family-dining sector of the
highly competitive restaurant industry, declining operating
trends, and a highly leveraged capital structure that results in
thin cash flow protection.

"Although management remains optimistic regarding several
initiatives, including new feature menu offerings, aggressive
pricing, and a strong emphasis on store execution," said Standard
& Poor's credit analyst Gerald A. Hirschberg, "we continue to
believe that the family-dining sector will remain problematic in
2007, and that improvement in results for VICORP will be difficult
to achieve."


WERNER LADDER: Court OKs 2nd Forbearance Pact with Black Diamond
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the second forbearance agreement that Werner Holding Co.
(DE) Inc. aka Werner Ladder Co. entered into with Black Diamond
Capital Management, the provider of the company's $99 million
debtor-in- possession financing.  The new forbearance agreement
will ensure Werner's continued access to all the funds necessary
to operate its business and to complete its operational and
financial restructuring.

"We are pleased that the court has approved our second forbearance
agreement with Black Diamond," James J. Loughlin, Jr., Werner's
Interim Chief Executive Officer, said.  "This agreement provides
Werner with the financial flexibility to complete its
restructuring and continue positioning our business for long-term
success."

                Competing Asset Acquisition Offer

Werner has received a competing offer to acquire its assets from
an investment group including certain of Werner's creditors
presented as being in the amount of $262 million.  Werner
disclosed on Feb. 2, 2007 that Black Diamond Capital Management
and Brencourt Advisors, LLC had entered into an agreement to
purchase Werner's assets with a combination of cash and
contributed first lien debt at an indicated enterprise value of
approximately $255.75 million, subject to the negotiation of
definitive documentation.

Werner expects to file with the court a motion around Feb. 15,
which will outline the bidding procedures for a formal auction
that will be subject to court approval.  The auction is currently
anticipated to occur in early May.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--    
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.


WOLVERINE TUBE: Preferred Stocks' Sale Cues S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications to positive from negative for all of its ratings on
Wolverine Tube Inc., including its 'CC' corporate credit rating.
The ratings had first been placed on CreditWatch on Nov. 1, 2006.

The action comes after Wolverine's $50 million preferred stock
purchase agreement with The Alpine Group and Plainfield Special
Situations Master Fund Ltd.

As part of the transaction, Wolverine plans to raise a minimum of
$25 million in additional cash through a rights offering to
existing shareholders, with Alpine and Plainfield agreeing to
ensure a minimum total cash infusion of $75 million.  Through the
purchase agreement, Plainfield and Alpine have an option to bring
their collective ownership to 55% on a fully diluted basis, after
the preferred stock purchase and rights offering, this could yield
as much as $135 million in combined proceeds to Wolverine from all
planned transactions.

The purchase agreement also includes plans to conduct a registered
exchange offer and solicitation of consent for the Huntsville,
Alabama-based company's existing 7.375% senior notes due 2008.

In the solicitation of consent, Wolverine seeks to remove
substantially all of the covenants from the 7.375% senior notes.
In the exchange offer, Wolverine will offer to exchange
the notes on par for new notes similar to its existing 10.5%
senior notes due 2009 and with the same maturity but with less
restrictive covenants.

"We do not deem the exchange offer and new maturity date as an
event of default or a distressed transaction," said Standard &
Poor's credit analyst Lisa Tilis, "because the note holders were
offered an increase in their interest rate by 3% and, with the
additional liquidity and new ownership, Wolverine should be able
to continue meeting its financial obligations in the near term.  
Furthermore, we view the extension of the maturity as a reflection
of the company's reorganization strategy rather than as a result
of refinancing risk."

In resolving the CreditWatch, Standard & Poor's plans to meet with
management to discuss its plans for the business.


* Randy Visser Joins Sheppard Mullin in Los Angeles
---------------------------------------------------
Randolph C. Visser has joined the Los Angeles office of Sheppard,
Mullin, Richter & Hampton LLP as part of the firm's Construction,
Environmental, Real Estate and Land Use Litigation practice group.
Visser most recently practiced with Morgan Lewis in Los Angeles.

Mr. Visser specializes in environmental regulatory compliance,
environmental enforcement defense and administrative and judicial
litigation.  He has significant experience and expertise in CEQA,
NEPA, Proposition 65, and federal, state and local environmental,
water and air quality laws, including particularly the South Coast
Air Quality Management District, Regional Clean Air Incentives
Market Program and other market incentive environmental programs.

"Randy's practice adds depth to our strong environmental and land
use groups in Los Angeles," said Guy Halgren, chairman of the
firm.  "We're very pleased to welcome Randy to the firm.  His
regulatory knowledge and expertise, particularly related to air
quality, is a valuable addition in our ability to serve clients."

"I am excited to be part of the firm's formidable California
environmental practice and am looking forward to working closely
with this talented group in Los Angeles, San Francisco and San
Diego," Mr. Visser commented.

Mr. Visser represents numerous commercial, manufacturing,
transportation, energy and government contract-related businesses
concerning the land use and environmental permitting of complex
development projects and regulatory compliance and litigation
before federal, state and local agencies, as well as in federal
and state courts.

Mr. Visser earned a J.D. from University of California, Los
Angeles School of Law in 1974 and a B.A. from Northwestern
University in 1971.

            About Sheppard, Mullin, Richter & Hampton

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 490 attorneys in nine offices located throughout California
and in New York and Washington, D.C. The firm's California offices
are located in Los Angeles, San Francisco, Santa Barbara, Century
City, Orange County, Del Mar Heights and San Diego. Sheppard
Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment, Media and
Communications; Finance and Bankruptcy; Government Contracts;
Intellectual Property; Labor and Employment; Litigation; Real
Estate/Land Use; Tax/Employee Benefits/Trusts & Estates; and White
Collar Defense.


* Sheppard Mullin Promotes Six Attorneys to Partners
----------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP has elevated six of its
attorneys to partner.

The six new partners are:

    * Gregory P. Barbee, Esq. in Los Angeles,
    * Erik S. Bliss, Esq. in San Diego,
    * Randall J. Clement, Esq. in Orange County,
    * Ella Foley-Gannon, Esq. in San Francisco,
    * Samantha D. Hardy, Esq. in San Diego, and
    * Daniel N. Yannuzzi, Esq. in Del Mar Heights.

"We are proud to welcome these outstanding attorneys into the
partnership," said Guy Halgren, chairman of the firm.  "Our new
partners represent the very best of Sheppard Mullin and have shown
a strong commitment to the firm's core values and client service
standards."

Greg Barbee is in the firm's Government Contracts and Regulated
Industries practice group in the Los Angeles office.  Mr. Barbee
specializes in commercial litigation, with an emphasis on general
business disputes and intellectual property.  He has represented
businesses and individuals in litigation and arbitrations related
to contractual disputes, business torts, real estate and the
entertainment industry. Barbee's intellectual property expertise
includes patent, trademark, trade dress, trade secret, unfair
competition, computer, Internet and domain name litigation and
arbitrations.  He received his J.D., order of the coif, from
University of Southern California in 1996 and his undergraduate
degree from University of California, Los Angeles in 1991.

Erik Bliss is in the Business Trial practice group and based in
San Diego.  Mr. Bliss' practice focuses on complex business
litigation, with an emphasis on consumer fraud and trade
regulation, antitrust, commercial contract and business tort
matters.  He has handled numerous cases in state and federal trial
courts involving consumer fraud, antitrust, breach of contract,
and interference claims.  Mr. Bliss has briefed and argued several
appeals of cases involving these issues.  He received his law
degree, order of the coif, from Vanderbilt University School of
Law in 1995 and his undergraduate degree, with honors, from
Dartmouth College in 1992.

Randy Clement, in the firm's Business Trial practice group in the
Orange County office, has significant experience in a broad range
of complex business disputes and class actions filed in federal
and state courts, including securities, fiduciary duties,
insurance, unfair competition, the Consumer Legal Remedies Act,
trade secrets, and RICO.  For example, Mr. Clement represented the
directors and executive officers of a leading technology company
in a class action arising out of a going private acquisition.  He
has also defended companies and insurance carriers in other class
actions, including an IPO case that was included in the
multidistrict litigation pending in the Southern District of New
York.  He received his J.D. from University of California, Los
Angeles in 1997 and his undergraduate degree, magna cum laude,
from University of California, Santa Barbara in 1993.

Ella Foley-Gannon is a member of the firm's Real Estate, Land Use
and Environmental practice group and based in the San Francisco
office.  Ms. Foley-Gannon specializes in counseling clients
undertaking complex development projects in California.  She has
represented clients in preparing land use plans, multi-phased
development plans, and large residential, commercial and mixed
used development projects. Foley-Gannon's practice focuses on
providing legal and strategic advice to land development companies
on wide range of federal and state regulatory matters.  These
include the Clean Water Act, the Federal Endangered Species Act,
the California Endangered Species Act, the Porter-Cologne Act, and
California Department of Fish and Game Stream Alteration
Agreements.  She received her law degree, magna cum laude, order
of the coif, from the University of California, Hastings College
of Law in 1998 and her undergraduate degree from University of
Michigan in 1989.

Samantha Hardy is in the firm's Labor and Employment practice
group in the San Diego office.  Ms. Hardy practices labor and
employment law, with an emphasis on California and national wage
and hour issues.  She has a significant amount of experience
representing employers in wage and hour class actions, as well as
representing employers before administrative agencies, advising
management on wage and hour matters, and conducting wage and hour
audits to identify potential issues.  Ms. Hardy also handles a
variety of other types of labor and employment matters, including
immigration matters.  She received her J.D. from University of
Chicago in 1998 and her undergraduate degree from Columbia
University in 1995.

Dan Yannuzzi, in the Intellectual Property practice group and
based in the firm's Del Mar Heights office, has experience in all
areas of IP law with an emphasis in strategic portfolio
development, technology licensing, patent litigation, and
transactional matters.  Mr. Yannuzzi provides client counseling on
portfolio development and other intellectual property strategies
in a wide range of high technology fields, including computer
architecture, electronic circuits, optics, data coding, medical
devices, business methods, semiconductor processes, wireless
communications, network technologies, computer graphics, and
computer software.  He has served as primary outside patent
counsel to numerous electronics, software, telecommunications, and
medical device companies.  Ms. Yannuzzi received his law degree
from the University of Maryland School of Law in 1993, his
graduate degree from Johns Hopkins University in 1986 and his
undergraduate degree from University of Delaware in 1982.

            About Sheppard, Mullin, Richter & Hampton

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 490 attorneys in nine offices located throughout California
and in New York and Washington, D.C. The firm's California offices
are located in Los Angeles, San Francisco, Santa Barbara, Century
City, Orange County, Del Mar Heights and San Diego. Sheppard
Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment, Media and
Communications; Finance and Bankruptcy; Government Contracts;
Intellectual Property; Labor and Employment; Litigation; Real
Estate/Land Use; Tax/Employee Benefits/Trusts & Estates; and White
Collar Defense.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Innovative Construction Materials LLC
   Bankr. M.D. Fla. Case No. 07-00535
      Chapter 11 Petition filed January 24, 2007
         See http://bankrupt.com/misc/flmb07-00535.pdf

In re Angie's Inn, Inc.
   Bankr. W.D. N.Y. Case No. 07-20209
      Chapter 11 Petition filed January 29, 2007
         See http://bankrupt.com/misc/nywb07-20209.pdf

In re Briody's Rumson, Inc.
   Bankr. D. N.J. Case No. 07-11170
      Chapter 11 Petition filed January 29, 2007
         See http://bankrupt.com/misc/njb07-11170.pdf

In re Joseph Briody
   Bankr. D. N.J. Case No. 07-11169
      Chapter 11 Petition filed January 29, 2007
         See http://bankrupt.com/misc/njb07-11169.pdf

In re Newburgh Paint & Wallpaper, Inc.
   Bankr. S.D.N.Y. Case No. 07-35124
      Chapter 11 Petition filed January 29, 2007
         See http://bankrupt.com/misc/nysb07-35124.pdf

In re Thales Management Corp.
   Bankr. S.D.N.Y. Case No. 07-10209
      Chapter 11 Petition filed January 29, 2007
         See http://bankrupt.com/misc/nysb07-10209.pdf

In re AAA Plumbing Express Services, LLC
   Bankr. N.D. N.Y. Case No. 07-30170
      Chapter 11 Petition filed January 30, 2007
         See http://bankrupt.com/misc/nynb07-30170.pdf

In re Barcelona Shade & Ironworks, LLC
   Bankr. D. Nev. Case No. 07-10420
      Chapter 11 Petition filed January 30, 2007
         See http://bankrupt.com/misc/nvb07-10420.pdf

In re Ding and Dent, Inc.
   Bankr. M.D. Ga. Case No. 07-50210
      Chapter 11 Petition filed January 30, 2007
         See http://bankrupt.com/misc/gamb07-50210.pdf

In re H&H Chem Turf Lawncare Services, Inc.
   Bankr. M.D. Ala. Case No. 07-10111
      Chapter 11 Petition filed January 30, 2007
         See http://bankrupt.com/misc/almb07-10111.pdf

In re Red-Dogs, Inc.
   Bankr. N.D. Ala. Case No. 07-80266
      Chapter 11 Petition filed January 30, 2007
         See http://bankrupt.com/misc/alnb07-80266.pdf

In re Victory Home Medical, Inc.
   Bankr. W.D. La. Case No. 07-50098
      Chapter 11 Petition filed January 30, 2007
         See http://bankrupt.com/misc/lawb07-50098.pdf

In re ConectL Corp.
   Bankr. D. Idaho Case No. 07-00137
      Chapter 11 Petition filed January 31, 2007
         See http://bankrupt.com/misc/idb07-00137.pdf

In re Great Texas Restaurants, Inc.
   Bankr. S.D. Tex. Case No. 07-30586
      Chapter 11 Petition filed January 31, 2007
         See http://bankrupt.com/misc/txsb07-30586.pdf

In re Juan Raul Auto Sales
   Bankr. D. P.R. Case No. 07-00458
      Chapter 11 Petition filed January 31, 2007
         See http://bankrupt.com/misc/prb07-00458.pdf

In re Robert K. Greenebaum
   Bankr. D. Mass. Case No. 07-10584
      Chapter 11 Petition filed January 31, 2007
         See http://bankrupt.com/misc/mab07-10584.pdf

In re A. Fox & Company, Inc.
   Bankr. D. N.J. Case No. 07-11403
      Chapter 11 Petition filed February 1, 2007
         See http://bankrupt.com/misc/njb07-11403.pdf

In re Affiliated Properties, LLC
   Bankr. W.D. La. Case No. 07-50106
      Chapter 11 Petition filed February 1, 2007
         See http://bankrupt.com/misc/lawb07-50106.pdf

In re Primary Colors, Inc.
   Bankr. D. N.J. Case No. 07-11374
      Chapter 11 Petition filed February 1, 2007
         See http://bankrupt.com/misc/njb07-11374.pdf

In re Shore Boys, Inc.
   Bankr. D. N.J. Case No. 07-11415
      Chapter 11 Petition filed February 1, 2007
         See http://bankrupt.com/misc/njb07-11415.pdf

In re TattleTail, Inc.
   Bankr. N.D. Ga. Case No. 07-61442
      Chapter 11 Petition filed February 1, 2007
         See http://bankrupt.com/misc/ganb07-61442.pdf

In re W. Fulton Broemer & Associates, LLC
   Bankr. S.D. Tex. Case No. 07-30653
      Chapter 11 Petition filed February 1, 2007
         See http://bankrupt.com/misc/txsb07-30653.pdf

In re Captain Fresh, Inc.
   Bankr. D. N.J. Case No. 07-11477
      Chapter 11 Petition filed February 2, 2007
         See http://bankrupt.com/misc/njb07-11477.pdf

In re H20 Oil Services LLC
   Bankr. D. Nev. Case No. 07-50102
      Chapter 11 Petition filed February 5, 2007
         See http://bankrupt.com/misc/nvb07-50102.pdf


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao,
Tara Marie A. Martin, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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