TCR_Public/070209.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 9, 2007, Vol. 11, No. 34

                             Headlines

ACXIOM CORP: Frank Cotroneo Resigns as Chief Financial Officer
AMERIQUEST MORTGAGE: Fitch Holds Low-B Ratings on 25 Cert. Classes
ARVINMERITOR INC: S&P Rates Proposed $175 Mil. Senior Notes at B+
ARVINMERITOR INC: Fitch Rates $175 Million Senior Notes at BB-
ASARCO LLC: Seeks to Reject Americas Mining Tax Sharing Agreement

ASARCO LLC: Wants to Set Environmental Claims Estimation Protocols
ASSET BACKED: Fitch Rates $7.42 Mil. Class M11 Certificates at BB
AQUILA INC: Great Plains Deal Prompts Moody's Ratings Review
BANC OF AMERICA: Fitch Lifts Rating on Class L Certs. to BBB-
BAYOU GROUP: Wants Until August 28 to File Chapter 11 Plan

BEAR STEARNS: Moody's Rates Class I-B-4 Certificates at Ba2
BEAR STEARNS: Moody's Rates Class M-10 Certificates at Ba1
BERTRAND CHAFFEE: Case Summary & 40 Largest Unsecured Creditors
BOMBARDIER INC: Sells 30 Jets to Delta Air Lines for $1.1 Billion
CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1

CATHOLIC CHURCH: Davenport Wants New Bar Date Set to July 16
C-BASS: Fitch Rates $6.4 Million Class B-2 Certificates at BB+
CELERO TECHNOLOGIES: Trustee Can Hire Scott Kessler as Accountant
CEP HOLDINGS: Can Reject Executory Contracts and Unexpired Leases
CHURCH & DWIGHT: Reports $138 Mil. Net Income for Year Ended 2006

CMS ENERGY: Selling CMS Generation Subsidiary for $900 Million
CONSOLIDATED CONTAINER: John Woodard Resigns from Mgt. Committee
CORECARE SYSTEMS: Mayer Hoffman Raises Going Concern Doubt
COTT CORP: Posts $29.6 Million Net Loss in 4th Qtr. Ended Dec. 30
CREDIT SUISSE: Fitch Holds Ratings on $11.7MM Class K Certs. at B-

DAIMLERCHRYSLER AG: Plans to Cut 10,000 Factory Jobs at Chrysler
DAYMONEX LIMITED: Chapter 15 Petition Summary
DELTA AIR: Orders 30 Bombardier Regional Jets for $1.1 Billion
DELTA AIR: ALPA Condemns Order Stripping Pilots' Right to Strike
EARTHSHELL CORPORATION: Taps Morris Nichols as Bankruptcy Counsel

EARTHSHELL CORP: Taps Whiteford Taylor as Bankruptcy Co-Counsel
EDUCATION MANAGEMENT: Moody's Holds Junk Rating $385MM Sr. Notes
ENESCO GROUP: Has Until February 28 to File Schedules & Statement
ENESCO GROUP: Court Approves Shaw Gussis as Bankruptcy Counsel
EPICEPT CORP: Shares Transferred to NASDAQ Capital Market

ESCHELON TELECOM: Moody's Lifts Rating on 8-3/8% Sr. Notes to B2
EXCO RESOURCES: Buying Oil & Natural Gas Properties for $860 Mil.
FORD MOTOR: Hastens Nanotechnology Work at Northwestern University
FORD MOTOR: Upgraded Ford Taurus and Mercury Sable Return
FORREST HILL: Has Until February 21 to File Schedules & Statement

FORREST HILL: Wants Court Approval on Morrel Saffa as Counsel
GABRIEL TECH: Keith Feilmeier Resigns as Chief Executive Officer
GENOIL INC: Board Approves Grant of Stock Options
GMAC MORTGAGE: Fitch Affirms Low-B Ratings on Eight Cert. Classes
GSMPS MORTGAGE: S&P's Rating on Class B-3 Certs. Tumbles to D

HARD ROCK: Completes $770MM Sale to Morgans Hotel & DLJ Merchant
HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
HSI ASSET: Moody's Rates Class M-7 Certificates at Ba1
IBAC CORPORATION: Royal Arkansas Hotel to Cease Operations
INCYTE CORP: Sept. 30 Balance Sheet Upside-Down by $66.1 Million

INDEVUS PHARMA: Sept. 30 Balance Sheet Upside-Down by $124 Million
IRIDIUM OPERATING: Wants to Extend Plan Filing Period to July 14
JACUZZI BRANDS: Buyout Prompts Fitch's Ratings Withdrawal
JARDEN CORP: Offering $400 Million of Senior Subordinated Notes
JPMORGAN AUTO: Fitch Rates $2.9 Mil. Asset-Backed Certs. at  BB

LEHMAN XS: Moody's Rates Class M11 Certificates at Ba1
LONGVIEW POWER: Moddy's Rates $1.1 Bil. Senior Facilities at Ba3
MAJESCO ENT: Gui Karyo Appointed as Operations Executive VP
MALDEN MILLS: Withdraws $1 Million Bonus Plan for Five Executives
MERRILL LYNCH: DBRS Confirms Low-B Ratings on 6 Class Certificates

MICHAELS STORES: Reports Solid Same-Store Holiday Sales
MORGAN STANLEY: Fitch Holds B- Rating on $8.4 Mil. Class J Certs.
MORGAN STANLEY: Fitch Holds Junk Rating on $10 Mil. Class M Certs.
NBTY INC: Earns $51 Million in 2007 First Fiscal Quarter
NORTEL NETWORKS: Will Lay Off 2,900 Employees Globally

NORTEL NETWORKS: Board Sets Shareholders' Meeting on May 2
OPTION ONE: Moody's Rates Class M-11 Certificates at Ba2
PACIFIC LUMBER: Can Use Lenders' Cash Collateral Until Feb. 23
PACIFIC LUMBER: California State Agencies Want Cases Transferred
PERFORMANCE TRANSPORT: Clear Thinking Named Liquidation Trustee

PHH ALTERNATIVE: Moody's Rates Class I-M-4 Certificates at Ba1
PHH MORTGAGE: Fitch Assigns Low-B Ratings on $600,206 Certificates
PORTRAIT CORP: Takes Major Steps in Reorganization Process
PPM AMERICA: Moody's Junks Rating on $448 Million Class A-1 Notes
PT HOLDINGS: Wants April 20 as General Claims Bar Date

QWEST COMMUNICATIONS: Pays $46.5 Million Settlement to CalSTRS
RAAC SERIES: Moody's Cuts Rating on Class B-1 Certificates to B2
RESOURCE AMERICA: Earns $4.4 Million in Quarter Ended Dec. 31
RIM SEMICONDUCTOR: Posts $16 Million Net Loss in Year Ended Oct 31
SACO I: Moody's Rates Class B-4 Certificates at Ba1

SANMINA-SCI: Earns $28.2 Million in First Quarter Ended Dec. 30
SECURITY AVIATION: Hires Richmond & Quinn as Special Counsel
SHAW COMMS: S&P Holds Low-B Ratings and Says Outlook is Positive
SONICBLUE INC: Files Amended Disclosure Statement in California
STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2

SUPERIOR ESSEX: Will Acquire Nexans' China & Canadian Operations
SUPERIOR WHOLESALE: Fitch Rates $16MM Class D Certificates at BB+
TERWIN MORTGAGE: Moody's Rates Class B-5 Certificates at Ba1
THINKPATH INC: Patrick Power Resigns as Director
TRIARC COS: Declares Quarterly Cash Dividends Payment on March 15

TRIBUNE CO: Annual Stockholders' Meeting Scheduled on May 9
TRIBUNE CO: Tribune Publishing Names New President and Publisher
TRINSIC INC: Files for Chapter 11 Reorganization in S.D. Alabama
TRINSIC INC: Case Summary & 40 Largest Unsecured Creditors
TRUEYOU.COM INC: Amper Politziner Raises Going Concern Doubt

UNITEDHEALTH GROUP: Board Okays Dividend Payment to Shareholders
VISHAY INTER: Reports Year and Fourth Quarter 2006 Results
VISIPHOR CORP: Sunil Amin Appointed as Acting CFO
VOIP INC: Cedar Boulevard Assigns $1.9 Million Note to Investors
WAMU: S&P Declares Default Rating on Class L-B-5 Certificates

WCI COMMUNITIES: S&P Pares Rating on $650 Mil. Debt to B- from B

* James E. Abbott Joins Seward & Kissel's Transactions Group
* Proskauer Rose Partner Named President of Statewide Organization

* BOOK REVIEW: Corporate Players: Designs for Working and Winning
               Together

                             *********

ACXIOM CORP: Frank Cotroneo Resigns as Chief Financial Officer
--------------------------------------------------------------
Acxiom Corporation disclosed that Frank Cotroneo has resigned
from his position as Chief Financial Officer.  Mr. Cotroneo's
resignation is unrelated to his performance, and no issues have
been raised regarding the accuracy or integrity of the company's
financial statements.

"Frank provided solid financial leadership on all fronts," said
Charles Morgan, Acxiom Chairman and Company Leader.  "He is a
very talented professional, and he helped us immensely during a
challenging time.  We all wish him well as he pursues other
endeavors."

The company also announced that Rodger Kline will serve as an
interim CFO while it conducts a search for a new CFO.  Mr. Kline,
a company veteran, is Chief Administrative Leader, a member of
the company Board of Directors and previously served as Chief
Financial Officer.

"I have enjoyed the opportunity to serve on the leadership team
at Acxiom and look forward to watching its continued success,"
Cotroneo said.

                         About Acxiom

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

                         *     *     *

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


AMERIQUEST MORTGAGE: Fitch Holds Low-B Ratings on 25 Cert. Classes
------------------------------------------------------------------
Fitch has taken rating actions on Ameriquest Mortgage Securities
Inc.'s home equity issues:

Series 2001-A

   -- Class A affirmed at 'AAA'.

Series 2002-A

   -- Class A affirmed at 'AAA'.

Series 2002-B
   
   -- Class A affirmed at 'AAA'.

Series 2002-D

   -- Class A affirmed at 'AAA'.
   -- Class M1 upgraded to 'A+' from 'A';
   -- Class M2 affirmed at 'BBB+'.

Series 2002-4

   --Class M2 upgraded to 'AA+' from 'AA';
   --Class M3 affirmed at 'BBB';
   --Class M4 downgraded to 'B' from 'BB-'.
   
Series 2002-AR1

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

Series 2003-AR1

   --Class M1 upgraded to 'AAA' from 'AA+';
   --Class M2 upgraded to 'AA' from 'AA-';
   --Class M3 upgraded to 'A' from 'BBB';
   --Class M4 upgraded to 'BBB' from 'BBB-'.

Series 2003-AR2

   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'BB';
   --Class M4 downgraded to 'B' from 'BB-'.
   
Series 2003-AR3

   --Class M2 upgraded to 'AA' from 'AA-';
   --Class M3 upgraded to 'AA-' from 'A+';
   --Class M4 upgraded to 'A+' from 'A-';
   --Class M5 upgraded to 'A' from 'BBB';
   --Class M6 affirmed at 'BBB-'.

Series 2003-1

   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A+';
   --Class MF-3 downgraded to 'BB' from 'BBB-';
   --Class MV-3 downgraded to 'BB' from 'BBB-';
   --Class M4 downgraded to 'B' from 'BB'.

Series 2003-3

   --Class M2 upgraded to 'AA' from 'AA-';
   --Class M3 upgraded to 'A+' from 'A';
   --Class M4 upgraded to 'BBB+' from 'BBB'.

Series 2003-4

   --Class M2 upgraded to 'AAA' from 'AA-';
   --Class M3 upgraded to 'AA-' from 'A+';
   --Class M4 upgraded to 'A' from 'BBB';
   --Class M5 upgraded to 'BBB+' from 'BBB-'.
   
Series 2003-5

   --Class A affirmed at 'AAA';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'A+'.

Series 2003-6

   --Class M1 upgraded to 'AAA' from 'AA+';
   --Class M2 affirmed at 'AA-';
   --Class M3 affirmed at 'A+';
   --Class M4 affirmed at 'A'.
   --Class M5 affirmed at 'BBB';
   --Class M6 downgraded to 'BB-' from 'BBB-'.

Series 2003-9

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class M4 affirmed at 'BBB+';
   --Class M5 affirmed at 'BBB'.

Series 2003-10

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class M4 affirmed at 'BBB+';
   --Class M5 affirmed at 'BBB';
   --Class M6 affirmed at 'BBB-'.

Series 2003-11

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class M4 affirmed at 'BBB+';
   --Class M5 affirmed at 'BBB';
   --Class M6 affirmed at 'BBB-'.

Series 2003-12

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class M4 affirmed at 'BBB+';
   --Class M5 affirmed at 'BBB';
   --Class M6 affirmed at 'BBB-'.

Series 2003-13

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class M4 affirmed at 'BBB+';
   --Class M5 affirmed at 'BBB'.

Series 2004-R1

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+'.

Series 2004-R2

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB'.

Series 2004-R5

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'A';
   --Class M3 affirmed at 'A-';
   --Class M4 affirmed at 'BBB+';
   --Class M5 affirmed at 'BBB';
   --Class M6 affirmed at 'BBB-';
   --Class M7 rated 'BB+' placed on Rating Watch Negative.

Series 2004-R6

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'A-';
   --Class M2 affirmed at 'BBB+';
   --Class M3 affirmed at 'BBB';
   --Class M4 affirmed at 'BBB-';
   --Class M5 affirmed at 'BB+'.

Series 2004-R7

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AAA';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA+;
   --Class M4 affirmed at 'AA;
   --Class M5 affirmed at 'AA-
   --Class M6 affirmed at 'A+;
   --Class M7 affirmed at 'A;
   --Class M8 affirmed at 'A-'
   --Class M9 affirmed at 'BBB+;
   --Class M10 affirmed at 'BBB.

Series 2004-R8

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+'.

Series 2004-R9

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A';
   --Class M5 affirmed at 'A-';
   --Class M6 affirmed at 'BBB+';
   --Class M7 affirmed at 'BBB';
   --Class M8 affirmed at 'BBB-';
   --Class M9 affirmed at 'BB+'.

Series 2004-R10

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+'.

Series 2004-R11

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+'.

Series 2004-IA1

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A';
   --Class M5 affirmed at 'A-';
   --Class M6 affirmed at 'BBB+';
   --Class M7 affirmed at 'BBB';
   --Class M8 affirmed at 'BBB-';
   --Class M9 affirmed at 'BB+'.
   
Series 2004-FR1

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-'.

Series 2005-R1

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BB+';
   --Class M10 affirmed at 'BB'.

Series 2005-R2

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB';
   --Class M10 affirmed at 'BB+';
   --Class M11 affirmed at 'BB'.

Series 2005-R3

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+'.
   
Series 2005-R4

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA';
   --Class M4 affirmed at 'AA-';
   --Class M5 affirmed at 'A+';
   --Class M6 affirmed at 'A';
   --Class M7 affirmed at 'A';
   --Class M8 affirmed at 'A-';
   --Class M9 affirmed at 'BBB';
   --Class M10 affirmed at 'BBB';
   --Class M11 affirmed at 'BB+'.

Series 2005-R5

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA';
   --Class M4 affirmed at 'AA-';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB';
   --Class M10 affirmed at 'BB+';
   --Class M11 affirmed at 'BB'.

Series 2005-R6

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+';
   --Class M11 affirmed at 'BB'.

Series 2005-R7

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA';
   --Class M4 affirmed at 'AA-';
   --Class M5 affirmed at 'A+';
   --Class M6 affirmed at 'A';
   --Class M7 affirmed at 'A-';
   --Class M8 affirmed at 'BBB+';
   --Class M9 affirmed at 'BBB';
   --Class M10 affirmed at 'BBB';
   --Class M11 affirmed at 'BBB-';
   --Class M12 affirmed at 'BB+'.

Series 2005-R8

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA+';
   --Class M3 affirmed at 'AA';
   --Class M4 affirmed at 'AA-';
   --Class M5 affirmed at 'A+';
   --Class M6 affirmed at 'A';
   --Class M7 affirmed at 'A-';
   --Class M8 affirmed at 'BBB+';
   --Class M9 affirmed at 'BBB+';
   --Class M10 affirmed at 'BBB';
   --Class M11 affirmed at 'BB+';
   --Class M12 affirmed at 'BB'.

Series 2005-R9

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+';
   --Class M11 affirmed at 'BB'.
   
Series 2006-R1

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB';
   --Class M10 affirmed at 'BBB-';
   --Class M11 affirmed at 'BB'.

Series 2006-R2

   --Class A affirmed at 'AAA';
   --Class M1 affirmed at 'AA+';
   --Class M2 affirmed at 'AA';
   --Class M3 affirmed at 'AA-';
   --Class M4 affirmed at 'A+';
   --Class M5 affirmed at 'A';
   --Class M6 affirmed at 'A-';
   --Class M7 affirmed at 'BBB+';
   --Class M8 affirmed at 'BBB';
   --Class M9 affirmed at 'BBB-';
   --Class M10 affirmed at 'BB+';
   --Class M11 affirmed at 'BB'.

The affirmations, affecting approximately $19.49 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The upgrades, affecting
approximately $395.32 million of the outstanding balances, are
taken due to improved credit enhancement in relation to expected
losses.  The downgrades, affecting approximately $64.19 million of
the outstanding balances, are taken due to a deteriorating
relationship between expected losses and credit enhancement.

The transactions that contain upgraded classes are structured with
a fixed 60+ delinquency trigger of either 16% or 16.5%. All of
these deals are currently failing the delinquency trigger and are
expected to continue to fail, which will generally allow credit
enhancement to continue to grow relative to the remaining pool
balance.

In AMSI series 2002-4, class M4, monthly losses have exceeded the
available excess spread in recent months, which has caused
deterioration in the overcollateralization amount.  As of the
January 2007 distribution, the OC amount of $5.2 million is below
the target amount of $9.75 million.  As of the cut-off date, the
collateral for series 2002-4 had a weighted average original
loan-to-value of 79.3%, and virtually all of the loans from the
trust were for the purpose of refinance.  The balance of
collateral in states which have averaged annual home price
appreciation below the national average has increased from 32% of
current balance at origination to 60% of current balance in
December 2006.

In AMSI series 2003-1, classes M3 and M4, monthly losses have
exceeded the available excess spread in recent months, which has
caused deterioration in the OC amount.  As of the January 2007
distribution, the OC amount of $4.4 million is below the target
amount of $8.5 million.  As of the cut-off date, the collateral
for series 2003-1 had an OLTV of 79.81%, and virtually all of the
loans from the trust were for the purpose of refinance.  The
balance of collateral in states which have averaged annual home
price appreciation below the national average has increased from
36% of current balance at origination to 63% of current balance in
December, 2006.

In AMSI series 2003-6, class M4, monthly losses have exceeded
excess spread in recent months, which has caused deterioration in
the OC amount.  As of the January 2007 distribution, the OC amount
of $2.9 million is below the target amount of $5 million.  As of
the cut-off date, the collateral for series 2003-6 had an OLTV of
78.93%, and virtually all of the loans from the trust were for the
purpose of refinance.  The balance of collateral in states which
have averaged annual home price appreciation below the national
average has increased from 35% of current balance at origination
to 58% of current balance in December 2006.

In AMSI series 2003-AR2, class M4, monthly losses have exceeded
excess spread in recent months, which has caused deterioration in
the OC amount.  As of the January 2007 distribution, the OC amount
of $6.5 million is below the target amount of $8.9 million.  As of
the cut-off date, the collateral for series 2003-AR2 had an OLTV
of 82.41%, and virtually all of the loans from the trust were for
the purpose of refinance.  The balance of collateral in states
which have averaged annual home price appreciation below the
national average has increased from 26% of current balance at
origination to 48% of current balance in December 2006.

In AMSI series 2004-R5, class M7 is placed on Rating Watch
Negative due to deterioration in the relationship between credit
enhancement and expected losses.  Monthly losses have exceeded
excess spread in recent months, which has caused deterioration in
the OC amount.  As of the January 2007 distribution, the OC amount
of $14.4 million is below the target amount of $15 million.  Fitch
expects the performance triggers to pass at the stepdown date of
July 2007 and the OC target amount to continue to decrease,
preventing CE as a percentage of the current pool balances to
build for the most subordinate class.

For all 44 transactions, the underlying collateral consists of
fully amortizing 15- to 30-year fixed- and adjustable-rate
mortgages secured by first liens extended to subprime borrowers.
As of the December distribution date, the transactions listed
above are seasoned from 9 months to 60 months.  The pool factors
range approximately from 5% to 80%.

The Ameriquest Securities loans, the retail sector for Ameriquest
Mortgage Securities Inc., were either originated or acquired by
Ameriquest Mortgage Company.  Ameriquest Mortgage Company acts as
the servicer for the loans and is rated 'RPS2+' by Fitch.


ARVINMERITOR INC: S&P Rates Proposed $175 Mil. Senior Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
ArvinMeritor Inc.'s proposed $175 million convertible senior
unsecured notes due 2027.

The notes rank equally with all of ARM's existing and future
senior unsecured indebtedness.  The company will pay cash interest
on the notes semiannually until Feb. 15, 2019.  After that
date, no cash interest will be paid, and the principal amount will
be subject to accretion at a rate that provides holders with an
aggregate annual yield to maturity to be determined.  ARM is
expected to use the net proceeds to repay the $169.5 million
outstanding under the term loan B due 2012 or to retire debt or
fund debt like obligations such as pension liabilities.

At the same time, Standard & Poor's affirmed its ratings on the
auto supplier, including its 'BB-' long-term and 'B-1' short-term
corporate credit ratings.

The outlook is stable.


ARVINMERITOR INC: Fitch Rates $175 Million Senior Notes at BB-
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to ArvinMeritor's
issuance of $175 million in convertible senior unsecured notes.
The issue has a 4% coupon and matures in 2027.  Net proceeds are
expected to be used to repay in full the $169.5 million aggregate
principal amount of ARM's outstanding Term Loan B due 2012.  As of
Dec. 31, total debt outstanding was $1.3 billion.  

ARM's Rating Outlook is Negative.

Fitch's current ratings on ArvinMeritor are:

   -- Issuer Default Rating 'BB';
   -- Senior unsecured 'BB-';
   -- Trust preferred 'B'.

ARM is reconfiguring its capital structure after having announced
the pending sale of its Emissions Technologies business.  With the
payoff of the Term Loan B, the total senior secured bank facility
will consist of the $980 million revolver on which there was no
outstanding balance as of Dec. 31.  After closing the sale of ET,
proceeds should enable total debt to be reduced from $1.3 billion
at the end of ARM's fiscal first quarter to about $1 billion.

The Negative Outlook stems from Fitch's concerns regarding the
industry environment during 2007.  The reduced debt level comes as
ARM's markets go through instability resulting from lower customer
production volumes in its light-vehicle businesses and weak
heavy-truck demand caused by the introduction of new diesel
emissions regulations.  While Fitch recognizes that the reduced
debt burden provides ARM with greater financial flexibility to
weather the difficult industry environment, the Outlook reflects a
heightened risk of operating losses that could potentially result
in a re-leveraging of ARM's balance sheet.


ASARCO LLC: Seeks to Reject Americas Mining Tax Sharing Agreement
-----------------------------------------------------------------
ASARCO LLC asks authority from the U.S. Bankruptcy Court for the
Southern District of Texas to reject the tax sharing and limited
liability agreements it entered into with Americas Mining
Corporation.

The TSA provides for the allocation, payment and accounting of
tax attributes, including tax liabilities and losses, deferred
intercompany gains and tax refunds between ASARCO LLC and all of
the other Debtors, on one hand, and AMC and its other
subsidiaries on the other hand.  Under the TSA, the ASARCO LLC
Subgroup are to be treated for tax accounting purposes as if
ASARCO were the corporate parent of a separate consolidated tax
group comprised of its subsidiaries.

ASARCO LLC believes that AMC caused it to enter into the TSA and
restructured it into a limited liability company to solely
improve AMC's tax position.

Being a limited liability company, ASARCO LLC is a disregard
entity for tax purposes.  Pursuant to the LLC Agreement, ASARCO
LLC assumed all the assets and liabilities of its predecessor,
but all tax attributes, like net operating losses and the
unrecognized $600,000,000 gain arising from the sale of ASARCO
LLC's 54.2% ownership interest in Southern Peru Copper
Corporation, were all transferred to another AMC affiliate, James
R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates.

According to Mr. Prince, had ASARCO LLC remained a corporation,
it would have recovered the $600,000,000 gain from the sale of
SPCC shares.

ASARCO LLC also asserts that it is entitled to the approximately
$40,500,000 federal tax refund as a result of its predecessor's
tax overpayments for the tax years 1987, 1988 and 1989.

Mr. Prince asserts that ASARCO LLC's request is warranted for
these reasons:

   (a) The TSA contains unfavorable and ambiguous provisions, all
       of which may be used by AMC as a basis of an
       administrative claim if the TSA is assumed;

   (b) The TSA will not affect ASARCO LLC's entitlement of the
       Tax Refund because the Refund is a property of its estate
       regardless of whether it assumes the TSA or not; and

   (c) The costs and risks associated with assuming the TSA
       outweigh the loss of potential benefits and AMC's
       potential claims against the estate as a result of
       rejection.

                        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 until
April 6, 2007, and their exclusive period to solicit acceptances
of that plan until June 6, 2007.


ASARCO LLC: Wants to Set Environmental Claims Estimation Protocols
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates have been engaged in the
mining, smelting and refining businesses for more than a century.  

Because of these activities, the Debtors have acquired
responsibility for numerous environmental claims filed by the
federal government, various state governments, Indian tribes and
private parties.

As of January 30, 2007, about 265 proofs of claim relating to the
environmental liabilities have been asserted against the Debtors:

   Claimant                         Asserted Claim Amount
   --------                         ---------------------
   Indian Tribes                   Approximately $800,000,000
   Private Parties                      Almost $2,000,000,000
   The United States             $3,600,000 to $4,000,000,000
   Various State Governments     $3,800,000 to $4,000,000,000

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
says the Environmental Claims total more than $6,000,000,000
after the elimination of all duplications.

A list of the asserted Environmental Claims is available for free
at http://researcharchives.com/t/s?1991

Unless and until the Environmental Claims have been liquidated
for all purposes, the Debtors' unsecured class will be too
ill-defined to achieve confirmation of a plan of reorganization,
Mr. Davis contends.

Thus, the Debtors began negotiating for consensual settlements of
the Environmental Claims.  In May 2006, they provided estimates
for remediation costs to the United States.  The Debtors now have
estimates from the United States and various state governments by
virtue of the claims they filed, Mr. Davis relates.

                        CERCLA Proceedings

Many of the Debtors' Environmental Claims were filed in
connection with proceedings instituted under the Comprehensive
Environmental Response, Compensation, and Liability Act.  The
CERCLA creates a statutory scheme in responding to the actual or
threatened release of hazardous substances.  The statute creates
a fund that is funded by the United States government.

Under the CERCLA, the Government has the authority to either:

   -- conduct a clean up of the site itself; or
   -- direct potentially responsible parties to clean up the
      site.

If the Government conducts a clean up, it can seek to recover its
costs from the Possible Responsible Parties.  If a PRP conducts
the clean up, it can seek to recover a portion of its costs from
other identified PRPs.

The Government can also recover damages to natural resources from
PRPs.  Natural resource damages include all flora, fauna, soil,
air, and geologic resources held in trust by the federal or state
governments or Indian tribes on behalf of the public.  The CERCLA
allows designated trustees of natural resources to recover from
PRPs the cost of restoring injured natural resources and the
public's lost use of those resources.

Because the U.S. Environmental Protection Agency's clean-up of
CERCLA sites often affects natural resources, trustees may
recover for NRD only after the EPA has completed the clean-up to
ensure that PRPs only have to pay once.  Thus, trustees seeking
recovery of NRD often need a long time to investigate and restore
the damages.

Because of the lengthy process of resolving the Environmental
Claims subject to CERCLA proceedings, the Debtors believe that
estimation of their Environmental Claims is a speedy alternative.

The Debtors note that they must also prosecute an omnibus
objection to all filed or unfiled Environmental Claims to insure
similar treatment of all claims, whether asserted or assertable.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of Texas to establish procedures for estimation
proceedings of, and omnibus objections to, the Environmental
Claims, and thereafter estimate the amount of their Environmental
liabilities.

The Debtors propose to classify the Environmental Claims into two
categories:

   1. Owned Sites -- Environmental Claims relating to owned sites
      must, absent abandonment, be paid by the Debtors on an
      ongoing basis.

   2. Not Owned Sites -- Liabilities that relate to sites that
      were never or were no longer owned by the Debtors will be
      discharged as general unsecured claims.  Based on the
      amounts asserted in the proofs of claim, the unsecured
      Environmental Claims could dramatically alter the
      composition of the class of general unsecured claims,
      thereby making it impossible for members of the class to
      evaluate the plan in the absence of an estimation of the
      amount of these Environmental Claims.

The Debtors anticipate the omnibus objections to the
Environmental Claims will fall within these categories:

      * Wrong Debtor Claims
      * No Liability Claims
      * Undetermined Claims
      * Late Filed Claims
      * Amended Claims
      * Duplicate Claims

Mr. Davis asserts that it is wholly within the Bankruptcy Court's
discretion to set the procedures and standards for the estimation
of the Environmental Claims.  ASARCO believes that requiring all
parties to use probabilistic methodologies developed in the
industry for estimating environmental claims in context of
purchases and sales, and in the context of developing estimates
for public reporting purposes, will:

   -- enable the parties to reduce disputes over estimation
      procedures and results; and

   -- allow the Court to have a uniform and accepted standard of
      evidence and expert reporting.

At the request of the Debtors and the United States, the Court
has scheduled a status conference on Feb. 16, 2007.  The Debtors
will circulate their proposed procedures before the status
conference, and will negotiate to reach an agreed-upon schedule
for the estimation of the Environmental Claims, Mr. Davis notes.

                        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 had extended the
Debtors' exclusive period to file a plan of reorganization until
April 6, 2007, and their exclusive period to solicit acceptances
of that plan until June 6, 2007.


ASSET BACKED: Fitch Rates $7.42 Mil. Class M11 Certificates at BB
-----------------------------------------------------------------
Fitch rates Asset Backed Securities Corp. Home Equity Loan Trust,
$691 million asset-backed pass-through certificates, series RFC
2007-HE1:

   -- $549.68 million classes A1A, A1B and A2 through A5 'AAA',
   -- $27.56 million class M1 'AA+',
   -- $25.44 million class M2 'AA+',
   -- $14.48 million class M3 'AA',
   -- $13.07 million class M4 'AA-',
   -- $12.36 million class M5 'A+',
   -- $11.31 million class M6 'A'
   -- $10.95 million class M7 'A-',
   -- $8.83 million class M8 'BBB',
   -- $4.95 million class M9 'BBB',
   -- $4.95 million class M10 'BBB-', and
   -- $7.42 million privately offered class M11 'BB'.

The 'AAA' rating on the senior certificates reflects the 22.20%
total credit enhancement provided by the 3.9% class M1, the 3.6%
class M2, the 2.05% class M3, the 1.85% class M4, the 1.75% class
M5, the 1.6% class M6, the 1.55% class M7, the 1.25% class M8, the
0.7% class M9, 0.7% class M10, 1.05% privately offered class M11
and the initial and target overcollateralization of 2.2%.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Select Portfolio Servicing, Inc. as
servicer and U.S bank National Association, as Trustee.

The certificates are supported by two collateral groups.  Group I
will consist of 1,038 mortgage loans that have original principal
balances that conform to Fannie Mae or Freddie Mac guidelines.  
The Group I mortgage pool consists of first lien, second liens,
adjustable-rate and fixed-rate mortgage loans that have a cut-off
date pool balance of $183,375,125.  There are approximately 78%
adjustable-rate mortgages and 2.6% second lien mortgages.  The
weighted average current loan rate is approximately 8.421%.  The
weighted average remaining term to maturity is 354 months.  The
average principal balance of the loans is $176,662.  The weighted
average original loan-to-value ratio is approximately 80%.  The
weighted average FICO score is 617.  The properties are primarily
located in California, Illinois, and Florida.

Group II will consist of 3,059 mortgage loans that have original
balances that may or may not conform to Fannie Mae or Freddie Mac
guidelines.  The Group II mortgage pool consists of first and
second lien, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $523,157,183.  There are
approximately 74% adjustable-rate mortgages and 7.5% second lien
mortgages.  The weighted average current loan rate is
approximately 8.336%.  The weighted average remaining term to
maturity is 352 months.  The average principal balance of the
loans equals $171,022.  The weighted average original
loan-to-value ratio is approximately 80%.  The weighted average
FICO score is 638.  The properties are primarily located in
California, Florida, and New York.

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

The mortgage loans were originated or acquired by Residential
Funding Company, LLC.  Prior to assignment to DLJ Mortgage
Capital, Inc., the seller, RFC reviewed the underwriting standards
for the mortgage loans and all the mortgage loans were in
substantial conformity with the standards set forth in RFC's
AlterNet program.  The AlterNet program was established primarily
for the purchase of mortgage loans made to borrowers that may have
imperfect credit histories, higher debt to income ratios or
mortgage loans that present certain other risks to investors.


AQUILA INC: Great Plains Deal Prompts Moody's Ratings Review
------------------------------------------------------------
Moody's Investors Service placed all ratings for Aquila, Inc. on
review for possible upgrade.

The rating action follows the disclosure that Aquila has signed a
definitive agreement in which Great Plains Energy Incorporated
will acquire all the outstanding shares of Aquila's common stock
for approximately $1.7 billion in combined cash and Great Plains
common stock.  Currently, Great Plains is rated Baa2 with a stable
rating outlook.

As Moody's understands the transaction, Great Plains will also
divest certain of Aquila's non-Missouri assets including its
regulated gas and electric operations in Colorado, and regulated
gas businesses in Kansas, Nebraska, and Iowa.  

Concurrent with the Great Plains acquisition, these non-Missouri
assets are to be acquired by Black Hills Corporation for
approximately $940 million.  Proceeds from the sale will be used
partially to help fund the acquisition of Aquila by Great Plains
and to reduce the leverage of Aquila, which is expected to operate
as a wholly-owned subsidiary of Great Plains post-closing.  

The reported transaction, which has been approved by Aquila's
Board of Directors, is subject to shareholder and regulatory
approval.  Aquila and Great Plains have reported that they expect
the merger to be completed during the first quarter of 2008.

The review for possible upgrade reflects the likelihood that if
the acquisition is consummated, there is potential to upgrade
Aquila's ratings.  Aquila's outstanding rated debt would likely be
subject to a multi-notch upgrade, possibly to the rating of Great
Plains at the time the merger is completed, depending on Great
Plains treatment of Aquila's debt.

However, the review will also focus on the cash generating
capacity of Aquila's Missouri electric assets, as a stand-alone
operating business, as well as any synergistic, regulatory and
financial changes that could effectively improve the company's
current business and financial risk profile as a subsidiary of
Great Plains.  

While the ratings are under review, or in the event the
acquisition is not completed, Aquila's ratings and outlook will
continue to depend on a number of factors including, in the
near-term, the outcome of its pending rate filings, which would
likely favorably impact results in the second half of 2007,
progress with respect to the sale of its Kansas electric business,
as well as continued longer-term efforts to further improve the
company's cash flow derived credit metrics.

Ratings placed under review for possible upgrade include:

   -- Senior secured delayed draw term loan: Ba1
   -- Corporate family rating: B1
   -- Senior unsecured: B2
   -- Subordinate: Caa1

Headquartered in Kansas City, Missouri, Aquila, Inc, is an
integrated electric and gas utility operating in Missouri, Kansas,
Colorado, Nebraska and Iowa. Aquila reported revenues of
$1.4 billion for the LTM period ended Sept. 30, 2006.


BANC OF AMERICA: Fitch Lifts Rating on Class L Certs. to BBB-
-------------------------------------------------------------
Fitch Ratings upgrades these classes of Banc of America Large
Loans, Inc.'s commercial mortgage pass-through certificates,
series 2003-BBA2:

   -- $22.7 million class H to 'AAA' from 'A';
   -- $23.9 million class J to 'AAA' from 'BBB+';
   -- $23.3 million class K to 'AA+' from 'BBB-'; and
   -- $34 million class L to 'BBB-' from 'BB'.

In addition, these classes are affirmed:

   -- Interest Only classes X-1A, X-1B, X-3, and X-4 'AAA'; and
   -- $16 million class G 'AAA'.

Classes A-1, A-2, A-3, B, C, D, E, and F and Interest Only class
X-2 have paid in full.  The Interest Only classes X-1A, X-1B, X-3,
and X-4 were incorrectly listed as paid in full at the time of
Fitch's last rating action.

The upgrades are due to the repayment of Colonnade Portfolio loan,
which was the largest remaining loan in the transaction at the
time of Fitch's last rating action in October 2006.  As of the
January 2007 distribution date, the transaction balance had paid
down 91.6% to $120 million from $1.4 billion at issuance.

Two loans remain in the transaction; the JW Marriott hotel loan in
Washington, D.C. and the Westland Shopping Center in Westland,
Michigan.  Both maintain investment grade credit assessments.  The
JW Marriott loan matures later this year and the Westland Shopping
Center loan matures in 2008.

Based on an analysis of the trailing 12 months financial
statements provided by the servicer for the period ending
September 2006, the Fitch stressed debt service coverage ratio on
the Marriott loan was 2.28x, up from 1.83x at issuance.  Despite
having rooms on two floors off line for upgrading for part of time
during those 12 months, the net cash flow at the property was
24.7% higher than at issuance.

Based on annualized September 2006 financial statements, the
Westland Shopping Center, located south west of Detroit in
Westland, Michigan, had experienced an 11 basis point growth in
DSCR and a 7% increase in NCF since issuance.  The overall
occupancy at the center was 98%, with in-line occupancy at 91.7%.


BAYOU GROUP: Wants Until August 28 to File Chapter 11 Plan
----------------------------------------------------------
Bayou Group LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend
until Aug. 28, 2007, to file a Chapter 11 Plan of Reorganization,
the Associated Press reports.

Bayou disclosed in court documents that it made a progress in its
chapter 11 case in winding down its adversary proceedings by 24
cases.

Court papers show that the Debtors said they need more time to
manage 102 active lawsuits against investors withdrawing money
within two years before they filed for bankruptcy.  The cases
could bring in more than $135 million for their estate, according
to the filings.

If the exclusive period of controlling over its bankruptcy case is
terminated, it would "materially harm" the company and its
creditors as it might undo a two-front assult against the estates
piling the possibility for competing plans from creditors on top
of the lawsuits, says Bayou.

The Court will convene a hearing on Feb. 27, 2007, to consider the
Debtors' request.

                       About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEAR STEARNS: Moody's Rates Class I-B-4 Certificates at Ba2
-----------------------------------------------------------
Moody's Investors Service has assigned Aaa and Aa1 ratings to the
senior and super senior support certificates issued by Bear
Stearns Alt-A Trust 2007-1, and ratings ranging from Aa2 to Ba2 to
the mezzanine and subordinate certificates in the deal.

The securitization is backed by adjustable-rate, Alt-A mortgage
loans acquired by EMC Mortgage Corporation and originated by EMC,
Countrywide Home Loans, Inc., and various other originators, none
of which originated more than 10% of the mortgage loans.  

The ratings are based primarily on the credit quality of the loans
and on the protection from subordination.  In addition, the
ratings for Group I are also based on the protection from
overcollateralization and excess spread.  Moody's expects
collateral losses to range from 1.55% to 1.75% for Group I and
from 1% to 1.2% for Group II.

EMC and Countrywide Home Loans Servicing, L.P. will service the
loans.  Wells Fargo Bank, N.A. will act as master servicer.
Moody's has assigned EMC its servicer quality ratings of SQ2 as a
primary servicer of prime loans.  Moody's has also assigned Wells
Fargo Bank, N.A. its top servicer quality rating of SQ1 as master
servicer.

These are the rating actions:

   * Bear Stearns Alt-A Trust 2007-1

   * Mortgage Pass- Through Certificates, Series 2007-1

                     Class I-A-1, Assigned Aaa
                     Class I-A-2, Assigned Aaa
                     Class II-1A-1, Assigned Aaa
                     Class II-1A-2, Assigned Aa1
                     Class II-2A-1, Assigned Aaa
                     Class II-2A-2, Assigned Aa1
                     Class II-2X-1, Assigned Aaa
                     Class II-1X-1, Assigned Aaa
                     Class I-M-1,  Assigned Aa2
                     Class I-M-2,  Assigned A2
                     Class I-B-1,  Assigned Baa1
                     Class I-B-2,  Assigned Baa2
                     Class I-B-3,  Assigned Baa3
                     Class I-B-4,  Assigned Ba2
                     Class II-B-1, Assigned Aa2
                     Class II-B-2, Assigned A2
                     Class II-B-3, Assigned Baa2
                     Class II-BX-1,Assigned Aa2


BEAR STEARNS: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2007-AQ1 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by Argent Mortgage Company, L.L.C.
and Ameriquest Mortgage Company adjustable and fixed rate subprime
mortgage loans.  The ratings on the certificates are based
primarily on the credit quality of the loans backing those
certificates and on the protection against credit losses provided
by subordination, overcollateralization, excess spread and an
interest rate swap agreement.  Moody's expects collateral losses
to range from 6.85% to 7.35%.

EMC Mortgage Corporation will act as master servicer of the loans.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2007-AQ1

   * Asset-Backed Certificates, Series 2007-AQ1

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class A-3, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class M-10,Assigned Ba1


BERTRAND CHAFFEE: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: The Bertrand Chaffee Hospital
             224 East Main Street
             Springville, NY 14141-1443

Bankruptcy Case No.: 07-00470

Debtor affiliate filing separate chapter 11 petition:

   Entity                                             Case No.
   ------                                             --------
   Jennie B. Richmond Chaffee, Nursing Home Company   07-00472

Type of Business: The Debtors are not-for-profit corporations.
                  The Bertrand Chaffee Hospital operates hospital
                  facilities and serves a rural population of
                  55,000 people in approximately 525 square miles
                  in a three county area of Erie, Wyoming and
                  Cattaraugus counties.  Bertrand Chaffee provides
                  a 24 hour emergency department; a 45-bed medical
                  surgical unit; a 4-bed intensive care unit;
                  diagnostic imaging, and a laboratory.
                  Jennie B. Richmond Chaffee, Nursing Home Company
                  operates a skilled nursing facility with
                  80 beds, affiliated with the hospital.
                  See http://chaffeehospitalandhome.com/

Chapter 11 Petition Date: February 7, 2007

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtors' Counsel: Garry M. Graber, Esq.
                  Julia S. Kreher, Esq.
                  Hodgson Russ LLP
                  1800 One M&T Plaza, Suite 2000
                  Buffalo, NY 14203
                  Tel: (716) 856-4000
                  Fax: (716) 849-0349

                                  Estimated      Estimated
   Debtor                           Assets         Debts
   ------                         ---------      ---------
The Bertrand Chaffee Hospital   $1 Million to   $1 Million to
                                $100 Million    $100 Million

Jennie B. Richmond Chaffee,     $1 Million to   $1 Million to
   Nursing Home Company         $100 Million    $100 Million

A. The Bertrand Chaffee Hospital's 20 Largest Unsecured
   Creditors:

   Entity                                       Claim Amount
   ------                                       ------------
   Angelica Textile Services                        $145,456
   13 Apollo Drive
   Batavia, NY 14020

   Depuy Orthopaedics, Inc.                         $104,233
   5905 Collections Center
   Chicago, IL 60693

   Niagara Frontier Anesthesia Services             $100,000
   P.O. Box 21
   West Seneca, NY 14224

   Healthcare Association of New York State Inc.     $90,397

   Kaleida Health Finance Department                 $88,843

   Health Facility Assess.                           $68,899

   Pension Benefit Guaranty                          $41,604

   Arthrex                                           $37,338

   Concord Medical Group                             $35,494

   Keystone Medical Services                         $25,000

   Healthcare Underwriters Mutual Insurance Co.      $24,202

   Alcon Laboratories Inc.                           $21,841

   Cardinal Health                                   $20,961

   Wnyhrmg Trust c/o Marsh USA Inc.                  $20,116

   Buffalo Hospital Supply                           $17,135

   Pantheon Capital LLC                              $15,143

   ACM Medical Laboratory                            $14,823

   Stryker Financial Payment Processing              $13,924

   Citicorp Vendor Finance                           $12,385

   American Red Cross                                $12,059

B. Jennie B. Richmond Chaffee, Nursing Home Company's 20 Largest
   Unsecured Creditors:

   Entity                                       Claim Amount
   ------                                       ------------
   U.S. Foodservice                                  $20,322
   125 Gardenville Parkway
   Buffalo, NY 14224

   Blue Cross & Blue Shield of Western New York      $13,962
   P.O. Box 5132
   Buffalo, NY 14240

   Lincare Inc.                                       $9,391
   3556 Lakeshore Road, Suite 212
   Blasdell, NY 14219

   Independent Health Corp                            $9,191

   Wnyhrmg Trust c/o Marsh USA Inc.                   $7,585

   Main Street Pharmacy                               $7,319

   H & K Publications Inc.                            $1,355

   Univera Healthcare                                 $1,105

   Ralph A. Schmauss, DDS                             $1,065

   Trane Service of Western New York                    $900

   Buffalo Hospital Supply                              $819

   Milton Cat                                           $774

   United Health Care                                   $684

   Buffalo Scale & Supply Co.                           $663

   Schindler Elevator Corp.                             $522

   J A Sexauer                                          $510

   Sammons Preston Inc.                                 $405

   Buffalo Wholesale Lock Co.                           $383

   New York State Department of Health                  $315

   Tschopp Supply Co. Inc.                              $309


BOMBARDIER INC: Sells 30 Jets to Delta Air Lines for $1.1 Billion
-----------------------------------------------------------------
Delta Air Lines Inc. has placed a firm order for 30 CRJ900
regional jets from Bombardier Aerospace Corp., a subsidiary of
Bombardier Inc.  Delta Air has also taken options on an additional
30 CRJ900 aircraft.  The U.S. Bankruptcy Court for the Southern
District of New York granted the approval for this contract.

The contract value for the 30 firm ordered aircraft, based on
CRJ900 aircraft list price, is approximately $1.1 billion.  If all
options are exercised, the value of the contract could rise to
$2.3 billion.

"Delta Air Lines and its Delta Connection carriers have been
Bombardier CRJ aircraft customers since 1989 and currently operate
more than 350 CRJ Series aircraft," Bombardier Regional Aircraft
President Steven Ridolfi said.  "Delta has played a major role in
the success of the CRJ program and we are grateful for their
continuing confidence in our regional jet products."

"The acquisition of these aircraft will help Delta meet its
network and operational needs for 2007 and 2008, allowing us to
continue providing convenient service to the places where
customers most want to travel," Delta Connection Vice President
Shawn Anderson said.  "The fit with our fleet, timing of delivery
and ownership economics made the Bombardier CRJ900 aircraft the
best overall solution to meet our needs."

Bombardier CRJ705 and CRJ900 aircraft have now been ordered by, or
are in service with operators which include, Air Canada Jazz, Air
Nostrum, Air One, Arik Air, Atlasjet Airlines, Lufthansa CityLine,
MAT Macedonian Airlines, Mesa Air Group, My Way Airlines,
Northwest Airlines, SkyWest Airlines, and Delta Air Lines.

The order announcement increases CRJ Series total firm orders to
1,515 aircraft.  As of Oct. 31, 2006, Bombardier had delivered
1,395 CRJ Series aircraft to customers around the world.

                       About Delta Air Lines

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

                          About Bombardier

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation  
solutions, from regional aircraft and business jets to rail
transportation equipment.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Bombardier
Inc. and Bombardier Capital Ltd.  The Senior Unsecured Debentures
of both Bombardier Inc. and Bombardier Capital Ltd. are confirmed
at BB, and Preferred Shares of Bombardier Inc. at Pfd-4.  All
trends are Negative.

In October 2006, Fitch Ratings downgraded the debt and Issuer
Default Ratings for both Bombardier Inc.  The Company's issuer
default rating was downgraded from BB to BB-.  Other rating
actions include, Senior unsecured debt revised to 'BB-' from 'BB';
Credit facilities revised to 'BB-' from 'BB' and Preferred stock
revised to 'B' from 'B+'.  The Rating Outlook is Stable.

Also in October 2006, Standard & Poor's Ratings Services affirmed
its 'BB' long-term corporate credit rating on Bombardier.  At the
same time, Standard & Poor's assigned its 'BB' issue rating to
Bombardier's proposed issuance of up to EUR1.8 billion seven-to-
10-year multi-tranche senior unsecured notes.


CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Carrington Mortgage Loan Trust,
Series 2007-RFC1, and ratings ranging from Aa1 to Ba1 to the
mezzanine certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate,
closed-end subprime mortgage loans acquired by Residential Funding
Company, LLC.  The collateral was originated by New Century
Mortgage Loan Corporation, Homecomings Financial, LLC, People's
Choice Home Loan, Inc. and other originators.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and a swap agreement.  

Moody's expects collateral losses to range from 4.85% to 5.35%.

Primary servicing will be provided by Homecomings Financial, LLC,
and Residential Funding Company, LLC.  Moody's has assigned
Homecomings its servicer quality rating of SQ2+ as a primary
servicer of subprime loans.

These are the rating actions:

   * Carrington Mortgage Loan Trust, Series 2007-RFC1

   * Asset-Backed Pass-Through Certificates, Series 2007-RFC1

                       Class A-1, Assigned Aaa
                       Class A-2, Assigned Aaa
                       Class A-3, Assigned Aaa
                       Class A-4, Assigned Aaa
                       Class M-1, Assigned Aa1
                       Class M-2, Assigned Aa2
                       Class M-3, Assigned Aa3
                       Class M-4, Assigned A1
                       Class M-5, Assigned A2
                       Class M-6, Assigned A3
                       Class M-7, Assigned Baa1
                       Class M-8, Assigned Baa2
                       Class M-9, Assigned Baa3
                       Class M-10, Assigned Ba1


CATHOLIC CHURCH: Davenport Wants New Bar Date Set to July 16
------------------------------------------------------------
The Diocese of Davenport and the Official Committee of Creditors
Holding Unsecured Claims jointly ask the U.S. Bankruptcy Court
for the Southern District of Iowa to:

    (a) vacate the existing Feb. 6, 2007, bar date for filing
        proofs of claim;

    (b) fix the new General Claims Bar Date, Governmental Unit Bar
        Date, and Administrative Bar Date to July 16, 2007;

    (c) designate the form and manner of the Bar Date Notice;

    (d) approve a specialized Proof of Claim form for sexual abuse
        claims; and

    (e) approve procedures for maintaining confidentiality of
        Proofs of Claim and protocol for handling the confidential
        claims.

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, asserts that the current Bar Date does not reflect the
circumstances that are unique to the sexual abuse claimants
including (i) the time necessary to notify the sexual abuse
survivors through mail and publication notice procedures, (ii)
the specialized form of proof of claim that would elicit
information that is necessary for the evaluation of claims, and
(iii) the necessity of a form of notice that will assist
survivors in overcoming the emotional and psychological obstacles
to filing a proof of claim.

Davenport and the Committee believe that the Diocese's schedules
of assets and liabilities do not identify all individuals who may
have abuse claims against the Diocese.  Consequently, the
survivors should be given enough time to file their claims.

Davenport and the Committee also propose that Creditors be
allowed until July 16, 2007, to file claims, provided that the
Court enters an order requiring service of the Bar Date Notices
no later than March 12, 2007.

                 Proofs of Claim Form and Notices

According to Mr. Davidson, the Parties' proposed Form of Notice
of the new Bar Date provides necessary information to assist the
recipient to determine if he or she may be a survivor of sexual
abuse.  Included in the notice are the names of all of Diocese's
parishes, schools and other institutions, historical boundaries,
and the names of living and deceased clergy and other individuals
accused of sexual abuse.  Since other Survivors have moved away
from Davenport's boundaries, the Parties propose a notice by
publication and mail, Mr. Davidson adds.

Mr. Davidson informs the Court that the Parties are also
proposing a specialized Proof of Claim, like the ones used by
other churches in bankruptcy, that are especially tailored to
provide for specific information to assist other parties-in-
interest in assessing the nature, extent and validity of the
claim.  He adds that some creditors with sexual abuse claims have
already filed proofs of claim with the Clerk of the Court on
Official Form No. 10.  However, these Proofs of Claim do not
provide the sought information unlike the specialized form and
therefore, should be re-filed.

Moreover, the Diocese and the Committee stipulate and request
that the Court order that the filing of the Proof of Claim
arising from sexual abuse "is without prejudice to the creditor's
right to a jury trial of the claims or prepetition state court
litigation, and is not a waiver of the right to a jury trial."

                       Confidential Claims

Some Creditors wish to keep their identities confidential so the
Court has authorized Davenport to file certain documents and
pleadings under seal, Mr. Davidson relates.  Davenport and the
Committee, hence, ask the Court to issue an order that maintains
the confidentiality of the Proofs of Claim, and allows a protocol
for handling them, to balance the creditors' privacy interests,
and the dissemination of information that is essential to
settlement negotiations between all parties-in-interest.

Mr. Davidson discloses that the Parties propose to keep the
Proofs of Claim confidential through these procedures:

    (1) All Confidential Proofs of Claim received by Davenport's
        Claims Agent, Alix Partners Case Management Services, will
        not be scanned for electronic with the Court via ECF
        filing;

    (2) The Claims Agent will create a "dummy" pdf document,
        labeled "confidential Proof of Claim filed";

    (3) The pdf document will be attached when the Proof of Claim
        is electronically filed with the Court;

    (4) The Creditor's name will be entered as "CONFIDENTIAL
        Claimant No.__" together with the claim amount, if
        available;

    (5) No other information will be placed in the Creditor's
        record;

    (6) The Claims Agent will place the assigned claim number in
        the bottom right hand corner of the first page of the
        Proof of Claim;

    (7) The Proofs of Claim will be segregated and kept under
        seal until further Court order; and

    (8) Without further Court order, access to the Proofs of
        Claim will be restricted in accordance with the proposed
        protocol, which also includes procedures to maintain
        confidentiality if a claim objection is filed.

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


C-BASS: Fitch Rates $6.4 Million Class B-2 Certificates at BB+
--------------------------------------------------------------
Fitch rates C-BASS mortgage loan asset-backed certificates, series
2007-CB1:

   -- $493,187,000 class A senior certificates 'AAA';
   -- $17,394,000 class M-1 'AA+';
   -- $17,394,000 class M-2 'AA+';
   -- $10,380,000 class M-3 'AA';
   -- $9,766,000 class M-4 'AA-';
   -- $9,156,000 class M-5 'A+';
   -- $8,851,000 class M-6 'A';
   -- $8,545,000 class M-7 'BBB+';
   -- $7,325,000 class M-8 'BBB';
   -- $6,104,000 class B-1 'BBB-'; and
   -- $6,407,000 class B-2 'BB+'.

The 'AAA' rating on the senior certificates reflects the 19.1%
initial credit enhancement provided by the 2.85% class M-1, the
2.85% class M-2, the 1.7% class M-3, the 1.6% class M-4, the 1.5%
class M-5, the 1.45% class M-6, the 1.4% class M-7, the 1.2%
non-offered class M-8, the 1% non-offered class B-1, the 1.05%
non-offered class B-2, and over-collateralization.  The initial
and target OC is 2.5%.  All certificates have the benefit of
excess interest.  In addition, the ratings also reflect the
quality of the loans, the soundness of the legal and financial
structures, and the capability of Litton Loan Servicing LLP as
servicer.

The collateral pool consists of 3,118 fixed- and adjustable-rate
mortgage loans and totals $610.38 million as of the cut-off date.
The weighted average loan-to-value ratio is 80.66%.  The average
outstanding principal balance is $195,760, the weighted average
coupon is 8.137%, and the weighted average remaining term to
maturity is 353 months.  The weighted average credit score is 635.
The loans are geographically concentrated in California, Florida  
and Arizona.

The mortgage loans in the mortgage pool were originated or
acquired by various mortgage loan originators.  Approximately
28.98 %, 24.45%, and 16.98% of the mortgage loans were originated
by New Century Mortgage Company, Wilmington Finance, Inc., and
Ownit Mortgage Solutions Inc., respectively.  The remaining
mortgage loans were originated by mortgage loan originators that
each originated less than 10% of the entire pool of mortgage
loans.


CELERO TECHNOLOGIES: Trustee Can Hire Scott Kessler as Accountant
-----------------------------------------------------------------
Terry P. Dershaw, Esq., the Trustee appointed in Celero
Technologies, Inc.'s Chapter 7 liquidation proceeding, obtained
permission from the U.S. Bankruptcy Courty for the Eastern
District of Pennsylvania to employ Scott H. Kessler, CPA, as
accountant.

Mr. Kessler is expected to provide services to the Trustee by
reviewing the Debtor's financial documents and provide general
accounting services to the Trustee.

The Trustee discloses that Mr. Kessler's hourly rate is $150.

The Trustee assures the Court that the Mr. Kessler is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Based in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., Michelle A.
Schultz, Esq., and Robert A. Kargen, Esq., at White and Williams
LLP represent the Debtor.  When the company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.  The Court converted
the chapter 11 case to a chapter 7 liquidation proceeding on
February 22, 2006.  The Court appointed Terry P. Dershaw, Esq., as
Chapter 7 trustee.  Edward J. Didonato Fox Rothschild LLP
represent the Chapter 7 trustee.


CEP HOLDINGS: Can Reject Executory Contracts and Unexpired Leases
-----------------------------------------------------------------
CEP Holdings, LLC and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Northern District of Ohio
to reject certain executory contracts and unexpired leases.

On Nov. 21, 2006, the Court had given the Debtors permission to
hold auctions to liquidate their property, sell their assets free
from any encumbrances, and enter into an Asset Marketing Agreement
on an interim basis.  Pursuant to this sales order, the Debtors
are in the process of liquidating substantially all of their
assets located at the Debtors' facilities in Vandalia, Crestline,
Canton, Ohio, LaPeer, Michigan, and Middlefield, Ohio, and in
Bishopville, South Carolina.

A free copy of the executory contracts and unexpired leases can be
found at http://researcharchives.com/t/s?1997

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.  The Court extended the Debtors' exclusive period to
file a chapter 11 plan to March 18, 2007.


CHURCH & DWIGHT: Reports $138 Mil. Net Income for Year Ended 2006
-----------------------------------------------------------------
Church & Dwight Co. Inc. reported net income for the year
ended Dec. 31, 2006 of $138.9 million over last year's
$122.9 million.

Net sales were $1,945.7 million for full year 2006, a
$209.2 million over last year's $1,736.5 million.  Adjusting
primarily for revenue related to acquisitions, organic sales
growth for the year was approximately 2%.

"We accomplished three important objectives in 2006" James R.
Craigie, President and Chief Executive Officer, commented.  
"First, we achieved our primary objective of expanding gross
margins despite commodity price increases.  Second, we delivered
solid organic revenue growth. Finally, we continued to generate
significant free cash flow.

"In 2007, we expect to deliver continued improvement in
shareholder value with another strong year marked by organic
revenue growth, gross margin expansion, and strong free cash
flow."

Headquartered in Princeton, New Jersey, Church & Dwight Co. Inc.
-- http://www.churchdwight.com/-- manufactures and sells sodium  
bicarbonate products popularly known as baking soda.  The
company also makes laundry detergent, bathroom cleaners, cat
litter, carpet deodorizer, air fresheners, toothpaste, and
antiperspirants.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's Investors Service upgraded the ratings on Church &
Dwight's Ba2 $100 million convertible senior debentures to Ba1.  
Moody's also raised the company's Ba3 $250 million senior
subordinated notes to Ba2.


CMS ENERGY: Selling CMS Generation Subsidiary for $900 Million
--------------------------------------------------------------
CMS Energy Corp is selling its ownership interests in businesses
in the Middle East, Africa, and India, accelerating its financial
recovery and allowing an increased focus on investments in its
Michigan utility, Consumers Energy.

The company said it has reached an agreement to sell its
subsidiary, CMS Generation Company, to the Abu Dhabi National
Energy Company for $900 million.  Subject to necessary consents,
The company expects to close the sale in the middle of 2007.  
Proceeds from the sale will be used to retire part of the
company's parent company debt and for general corporate purposes,
including investments in Consumers Energy.

CMS Generation and TAQA's majority owner, the Abu Dhabi
Water and Electricity Authority, are long-time partners.  CMS
Generation, in conjunction with ADWEA, developed, constructed,
and operates the Al Taweelah A2 facility and in conjunction with
ADWEA and International Power developed, constructed, and operates
the Shuweihat S1 facility.  The two major power and desalination
projects in the United Arab Emirates are part of the sale.

The other businesses included in the sale are the company's
ownership interests in the Jorf Lasfar Energy Company in Morocco,
the Jubail Energy Company in the Kingdom of Saudi Arabia, the
Takoradi International Company in Ghana, and the ST CMS Company in
Neyveli, India.  The sale doesn't include the company's non-
utility North American electric generating plants.

"This sale will accelerate our financial recovery by strengthening
our balance sheet and credit ratios," said David Joos, CMS
Energy's president and chief executive officer.  "Although in the
short run we will lose the earnings from the businesses sold, debt
reduction and increased investment in the utility will support
future earnings growth and improve reliability and service for
Consumers Energy customers."

JPMorgan provided CMS Energy with strategic advice regarding this
transaction.

                        About CMS Energy

CMS Energy Corporation (NYSE: CMS)-- http://www.cmsenergy.com/--   
is a Michigan-based company that has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.  Through its
regulated utility subsidiary, Consumers Energy Co., the company
provides natural gas and electricity to almost 60% of nearly
10 million customers in Michigan's lower-peninsula counties.

                          *      *      *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service lowered its Corporate Family Rating for
CMS Energy Corp. to Ba2 from Ba1, in connection with its new
Probability-of-Default and Loss-Given-Default rating methodology.

Moody's Investors Service assigned a Ba3 9-7/8% Senior Notes
rating due 2007 to CMS Energy Corp.  Fitch Ratings also assigned a
BB- 9-7/8% Senior Notes rating due 2007 to the company.


CONSOLIDATED CONTAINER: John Woodard Resigns from Mgt. Committee
----------------------------------------------------------------
Consolidated Container Holdings LLC reported that John R. Woodard
resigned from the Management Committee of the company.

Mr. Woodard, who relocated to Tokyo in 2006 to lead Asian
operations of Vestar Capital Partners, served on the audit
committee and as assistant secretary for the company.

On Jan. 31, 2007, Vestar CCH Preferred LLC, a subsidiary of Vestar
Capital Partners, III L.P., which is the majority owner of the
common stock of Consolidated, appointed Peter W. Calamari to the
Management Committee of Consolidated to replace Mr. Woodard.

Mr. Calamari joined Vestar Capital Partners in 1999 and is a Vice
President. Prior to joining Vestar, Mr. Calamari was a member of
the Mergers & Acquisitions group at Merrill Lynch.

Mr. Calamari is a graduate of Yale University and the Harvard
Business School.  He serves on the board of directors of Solo
Cup Company, Birds Eye Foods and the Colorado Coalition for the
Homeless.

Headquartered in Atlanta, Georgia, Consolidated Container Company
LLC -- http://www.cccllc.com/-- develops, manufactures and   
markets rigid plastic containers for many of the largest branded
consumer products and beverage companies in the world.  The
company has a network of 55 strategically located manufacturing
facilities and a research, development and engineering center
located in Atlanta, Georgia.  In addition, the company has three
international manufacturing facilities in Canada and Mexico.  The
company sells containers to the dairy, water, juice & other
beverage, household chemicals & personal care, agricultural &
industrial, food and automotive sectors.  The company's container
product line ranges in size from two-ounce to six-gallon
containers and consists of single and multi-layer containers made
from a variety of plastic resins, including high-density
polyethylene, polycarbonate, polypropylene, and polyethylene
terephthalate.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
Consolidated Container and removed all ratings from CreditWatch
with negative implications, where they were placed on
Aug. 23, 2006.  The corporate credit rating on Consolidated
Container is 'B-'.


CORECARE SYSTEMS: Mayer Hoffman Raises Going Concern Doubt
----------------------------------------------------------
Mayer Hoffman McCann PC, in Plymouth Meeting, Pennsylvania,
expressed substantial doubt about Coresystems Inc.'s ability to
continue as a going concern after auditing the company's  
financial statements for the years ended June 30, 2005, 2004, and
2003.  The auditing firm cited that the company is not in
compliance with certain loan covenants with certain lenders, has
substantial working capital and stockholders' deficiencies as of
June 30, 2005.

                Non Compliance of Loan Covenants

The company disclosed that as a result of the non-compliance with
certain loan covenants, payment of the debt could be demanded
immediately.  The company is pursuing debt refinancing and the
possible sale of selected assets as well as continuing discussions
with certain lenders regarding covenant waivers, deferrals or
other remedies that could be reached in connection with its debt
obligations.  The company has retained Lewis J. Kaufman and BB&T
Capital Markets as investment bankers to assist in debt
restructuring and maximizing stockholder value.

                      Financial Results

Corecare Systems Inc. reported $259,622 of net income on
$23.4 million of revenues for the year ended June 30, 2005,
compared with a $326,381 net loss on $21.2 million of revenues for
the year ended June 30, 2004.

The increase in revenues was primarily due to improvements in net
patient service revenues, which increased by $2 million from
$18.4 million in fiscal 2004 to $20.4 million in fiscal 2005,
directly attributable to expansion in acute inpatient psychiatric
services.

Income from operations decreased $1.4 million or 37% from
$3.8 million in fiscal 2004 to $2.4 million in fiscal 2005 due to
higher costs associated with starting up two hospital programs,
increased utility costs and decreased income associated with
census declines in the adolescent program.

Loss from continuing operations increased to $1.1 million from
$431,222 as a result of the decrease in income from operations,
partly offset by the decrease in other expenses.  In fiscal 2004
the company recorded $913,938 in reorganizational expenses absent
in fiscal 2005.

The net change of $586,003 in results of operations was due to a
10.3% improvement in net revenues in fiscal 2005 and the
$1.1 million extraordinary gain recorded in fiscal 2005 due to the
extension of the Mentor debt and the decrease of payroll tax
liabilities net of related expenses.

At June 30, 2005, the company's balance sheet showed
$12.7 million in total assets and $38.8 million in total
liabilities, resulting in a $26.1 million total stockholders'
deficit.

The company's balance sheet at June 30, 2005, also showed strained
liquidity with $2.8 million in total current assets available to
pay $16.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended June 30, 2005, are available for
free at http://researcharchives.com/t/s?1975

                       About Corecare Systems

Based in Philadelphia, PA, Corecare Systems Inc. (OTC: CRCS.PK) --
http://www.coresystems.com/-- provides behavioral healthcare  
management services for hospitals, psychiatric, and drug
rehabilitation centers.  The company operates both inpatient and
outpatient psychiatric treatment centers, serving eastern
Pennsylvania.


COTT CORP: Posts $29.6 Million Net Loss in 4th Qtr. Ended Dec. 30
-----------------------------------------------------------------
Cott Corp. reported results for the fourth quarter and full year
ended Dec. 30, 2006.

Revenue increased 0.7% in the quarter to $400.1 million, compared
with $397.2 million in the fourth quarter of the prior fiscal
year.  Excluding the impact of foreign exchange, revenue declined
1.4% compared with the same period in the prior year.

Fourth quarter gross margin of 7.5% was impacted by $12.2 million
of accelerated depreciation and amortization relating to the
closure of two U.S. manufacturing plants and Cott's U.K. resin
supplier going into receivership, which resulted in inventory and
other losses of $9 million.  These two items totaled $21.2 million
in pre-tax costs, or 5.3% of sales.  On an after-tax basis, the
impact of these items was $13.8 million.  The fourth quarter gross
margin in 2005 was 11.9%.

Net loss for the quarter was $29.6 million compared with a loss of
$6.9 million in the fourth quarter of the prior year.  This net
loss reflects the charges arising from the supplier receivership,
plant closures, share-based compensation, and executive
transition, amounting to $50.8 million before tax or $32.6 million
after taxes.  Plant closure charges include accelerated
depreciation and amortization, restructuring, asset impairment and
inventory write-downs.

"Reported earnings were significantly impacted by the planned
plant closures, and by the receivership of our U.K. resin
supplier which was unexpected and highly disappointing.
Excluding these costs, our earnings and fundamental performance
continue to improve," Cott Chief Executive Officer Brent
Willis said.   

"The improvement in our business fundamentals in the
fourth quarter of 2006, particularly in cost reduction and core
customer partnerships, is encouraging.  We have made good
progress in improving day-to-day operations, discipline and
focus but we still have significant opportunities to improve
execution."

              Fourth Quarter Business Unit Highlights

North American revenue declined 3.8% compared with the fourth
quarter of 2005.  The decline was due to lower volumes, the
elimination of unprofitable products and lower revenues as
customers were converted from delivered to customer pick-up.  
Excluding appreciation in the Canadian dollar, North American
revenue declined 4.3%.

The International business unit posted strong quarterly revenue
gains of 15.6% from base business growth. Excluding the impact
of foreign exchange, International revenue was up 7.4% over the
prior year fourth quarter.

                    Other Financial Information

Selling, general and administrative expenses increased in the
quarter to $46.7 million, as compared with $32 million in the
fourth quarter of 2005, mainly due to stock-based compensation
expense, executive transition costs and incentive expense.  Cott
began recording expenses for stock-based compensation in 2006
under the provisions of FAS 123(R).

Restructuring charges, asset impairments and other charges of
$29.6 million on a pre-tax basis, or $18.8 million after taxes,
were recorded in the quarter.  This includes charges related to
the previously announced closure of the company's plants in
Elizabethtown and Wyomissing.  This amount is part of the
previously announced charges of $115 million to $125 million.  The
fourth quarter operating loss was $40.3 million compared with
operating income of $1.8 million in the fourth quarter of 2005.

Cott is in the process of assessing the effectiveness of its
internal controls over financial reporting in the areas of
procurement, segregation of duties and inventory.  It expects to
report material weaknesses in these areas in the company's
annual report on Form 10-K, which is expected to be filed at the
end of February 2007.  Cott does not expect these weaknesses to
result in any changes to the company's financial statements for
2006.

                         Full-Year Results

2006 full-year volume was 1,233.5 million eight-ounce equivalent
cases, up 2.7% from 1,201.4 million in 2005.  The volume growth
was driven by the International business unit, including the
contribution from Macaw.  2006 revenues increased 0.9% to
$1,771.8 million, compared with $1,755.3 million in the prior
fiscal year.  Excluding the acquisition of Macaw, revenue
declined 3.6%.  When the impact of foreign exchange is also
excluded, revenue declined 4.8% in 2006 compared with 2005.

Full-year gross margin was 12.2% compared with 14.2% in 2005.
Selling, general and administrative expenses for 2006 were
$176.1 million, a 27.1% increase over 2005 primarily due to
share-based compensation expense which the company began
recording in 2006, executive transition costs and increased
incentive expense.

Net loss for the year was $17.5 million compared with income of
$24.6 million in 2005.  This net loss reflects the charges from
plant closures, share-based compensation, executive transition
charges and the inventory loss triggered by the receivership of
Cott's U.K. resin supplier.  These charges totaled $80.8 million
before tax or $54.5 million after taxes for the year.

On a business unit basis, full-year North American revenue was
down 6% while International revenue grew 32% in 2006 when
compared with 2005.  Excluding the Macaw acquisition,
International revenue grew 7.4% in the year.

                  Progress in Key Strategic Areas

Cott's strategy for creating and sustaining long-term growth and
profitability is based on three key areas of focus:

   1. Lowest cost production
   2. Retailers' best partner
   3. Innovation pipeline

Cott reported progress in each of these areas:

   -- The company's plants in Wyomissing and Elizabethtown shut
      down operations ahead of schedule and with no major
      disruptions.  The closures are expected to result in
      $8 million of cost-savings in 2007 and $10 million
      annually thereafter.

   -- The Sub-Zero Based Budgeting process was fully adopted for
      the 2007 budget.  The company anticipates realizing more
      than US$10 million in savings in 2007 as a result of the
      SZBB process.

   -- Combining all cost reduction programs, including those
      items above and previously announced in the second and
      third quarters of 2006, Cott expects to deliver a total of
      $35 million in cost reductions for 2007, and spend back
      $15 million of that to support growth initiatives.

   -- In core business execution, Cott has aligned annual
      displays, features, expanded shelf space, and consumer
      promotion calendars with many of its major customers.  
      These include in-store sampling, product tie-ins,
      dedicated promotional displays and flyer promotions taking
      place throughout 2007.

   -- In new products, the company finalized agreements to
      supply sports drinks to one of its top five customers
      beginning in the second quarter of 2007.  Cott continues
      to roll out its portfolio of sports drinks, ready-to-drink
      teas, energy drinks, and flavored and enhanced waters, as
      part of its expansion of new non-CSD products throughout
      North America.

   -- Internationally, Cott continued its strategic expansion.
      In addition to new supply arrangements in Europe with a
      top Five global retailer, Cott also recently aligned with
      a top U.K. retailer to supply a range of high quality
      beverages to its portfolio.  The company also progressed
      its relationships with business partners in China.  Cott
      expects to launch both retailer brands and RC Cola
      beginning in the second quarter of 2007.

                         Summary & Outlook

"In the second half of 2006, we made a number of changes
necessary to rebuild our business foundation which we expect
will deliver solid results in 2007.  We took actions to remove
millions of dollars in costs from the business, eliminated
hundreds of positions, restructured and refocused the
organization, and re-oriented top-line drivers to renew volume
and revenue growth," Mr. Willis added.

"We said we would take significant costs out of the business and
we have -- but there is a lot more that we can and will do.
We've made good early progress in new channels, new products,
and new customers, especially internationally.  These new
initiatives and expansions take time to contribute, but we
expect them to positively impact the business in 2007.  We said
top-line would take at least until the beginning of the year to
turn-around and we are now seeing the initial signs of
improvement and a fast start to the new year."

Cott announced its business model for growth with anticipated
financial targets of:

   -- Long-term annual organic volume growth of 2-4%;

   -- Long-term annual organic revenue growth of 3-5%;

   -- Gross margin improvement of 50 - 100 basis points
      year-on-year, exceeding 16% in 2009;

   -- Long-term annual operating income growth of 12-15%; and

   -- Annual capital expenditures of US$50-70 million.

"The top and bottom line opportunities for the company are
considerable and we believe we are well positioned to drive
strong multi-year performance.  Given the industry unknowns in
2007, we expect volume and revenue growth to be on the lower
end, but profit growth to be on the upper end of the company's
long-term targets, as performance recovers from 2006."

                       About Cott Corp.

Headquartered in Toronto, Ontario, Canada, Cott Corp.
(NYSE: COT; TSX: BCB) -- http://www.cott.com/-- is a non-
alcoholic beverage company and a retailer brand beverage
supplier.  The Company commercializes its business in over 60
countries worldwide, with its principal markets being the United
States, Canada, the United Kingdom and Mexico.  Cott markets or
supplies over 200 retailer and licensed brands, and Company-
owned brands including Cott, Royal Crown, Vintage, Vess and So
Clear.  Its products include carbonated soft drinks, sparkling
and flavoured mineral waters, energy drinks, juices, juice
drinks and smoothies, ready-to-drink teas, and other non-
carbonated beverages.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Toronto-based private label soft drink manufacturer Cott Corp., by
one notch, including its long-term corporate credit rating, to
'B+' from 'BB-'.  S&P said outlook is negative.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service's affirmed its Ba3 Corporate Family
Rating for Cott Corporation and its B1 Rating on Cott Beverages
Inc.'s 8% Subordinate Notes Due 2011, in connection with Moody's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. beverage company sector.
Moody's assigned an LGD5 rating to those bonds, suggesting
noteholders will experience a 74% loss in the event of a default.


CREDIT SUISSE: Fitch Holds Ratings on $11.7MM Class K Certs. at B-
------------------------------------------------------------------
Fitch Ratings upgrades one class of Credit Suisse First Boston
Mortgage Securities Corp.'s commercial mortgage pass-through
certificates, series 1999-C1:

   -- $20.5 million class F to 'AAA' from 'AA';

Fitch has also upgrades this class and removes from Ratings Watch
Positive:

   -- $32.2 million class G to 'A' from 'BBB'.

In addition, Fitch affirms these ratings:

   -- $634.4million class A-2 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- $52.6 million class B at 'AAA';
   -- $58.5 million class C at 'AAA';
   -- $14.7 million class D at 'AAA';
   -- $40.9 million class E at 'AAA';
   -- $23.4 million class H at 'BB+';
   -- $11.7 million class J at 'BB-'; and
   -- $11.7 million class K at 'B-'.

Class A-1 has been paid in full. Fitch does not rate the
$9.3 million class L certificates.  Classes M, N, and O have been
reduced to zero due to realized losses.

The rating upgrades are due to defeasance and paydown since
Fitch's last ratings action.  In addition, interest shortfalls
incurred by class G have been recovered.  The interest shortfalls
were incurred partially due to fees associated with ongoing
litigation with the borrower of an asset disposed of in May 2005.

Twenty-four loans have defeased, including the largest loan in the
pool, the Exchange Apartments.  As of the January 2007
distribution date, the pool has paid down 22.2% to $909.9 million
from $1.17 billion at issuance.

One loan is in special servicing; however, the non-rated class L
is sufficient to absorb any potential losses.

Fitch continues to monitor legal fees associated with the ongoing
litigation as well as the overall performance of the transaction.
In addition, Fitch will revisit the ratings when the litigation is
resolved.


DAIMLERCHRYSLER AG: Plans to Cut 10,000 Factory Jobs at Chrysler
----------------------------------------------------------------
DaimlerChrysler AG intends to cut 10,000 factory jobs and shut
down at least two plants at Chrysler Group to return the U.S.-
based division to profitability, Reuters reports citing the
Detroit News as its source.

According to the report, a hidden restructuring plan called
"Project X" aims to transform Chrysler into a smaller, more
efficient automaker with closer ties to its parent company
DaimlerChrysler and the Mercedes division.

Jason Vines, Chrysler spokesman called the report "speculation"
and refused to comment further, Reuters relates.  DaimlerChrysler
will announce the strategy for Chrysler's turnaround on Valentines
Day, Feb. 14, 2007, together with its fourth-quarter results.

As reported in the Troubled Company Reporter on Feb. 8, 2007, 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.  
Published reports say an engine plant in Detroit might also be
affected.

"We need to go deeper and faster, or else what's the point?"
Reuters quoted DaimlerChryler chairman Dieter Zetsche as saying.

According to Reuters, inventory management problems pursued
Chrysler in 2006, considering its statement that it had been
hoarding large numbers of vehicles in a "sales bank" before they
had been ordered for showrooms.  At one time, the automaker had
about 100,000 vehicles in the sales bank of unassigned inventory
that were not disclosed in its monthly sales calls for analysts.

                       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.


DAYMONEX LIMITED: Chapter 15 Petition Summary
---------------------------------------------
Debtor: Daymonex Limited
        115 Irwin Street
        Chatham, ON N7M 5M5
        Canada

Case No.: 07-90171

Type of Business: Daymonex is involved in the aluminum extrusion
                  industry.

Chapter 15 Petition Date: February 2, 2007

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Ronald E. Gold, Esq.
                  Frost Brown Todd LLC
                  2200 PNC Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6156
                  Fax: (513) 651-6981

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


DELTA AIR: Orders 30 Bombardier Regional Jets for $1.1 Billion
--------------------------------------------------------------
Delta Air Lines Inc. has placed a firm order for 30 CRJ900
regional jets from Bombardier Aerospace Corp., a subsidiary of
Bombardier Inc.  Delta Air has also taken options on an additional
30 CRJ900 aircraft.  The U.S. Bankruptcy Court for the Southern
District of New York granted the approval for this contract.

The contract value for the 30 firm ordered aircraft, based on
CRJ900 aircraft list price, is approximately $1.1 billion.  If all
options are exercised, the value of the contract could rise to
$2.3 billion.

"Delta Air Lines and its Delta Connection carriers have been
Bombardier CRJ aircraft customers since 1989 and currently operate
more than 350 CRJ Series aircraft," Bombardier Regional Aircraft
President Steven Ridolfi said.  "Delta has played a major role in
the success of the CRJ program and we are grateful for their
continuing confidence in our regional jet products."

"The acquisition of these aircraft will help Delta meet its
network and operational needs for 2007 and 2008, allowing us to
continue providing convenient service to the places where
customers most want to travel," Delta Connection Vice President
Shawn Anderson said.  "The fit with our fleet, timing of delivery
and ownership economics made the Bombardier CRJ900 aircraft the
best overall solution to meet our needs."

Bombardier CRJ705 and CRJ900 aircraft have now been ordered by, or
are in service with operators which include, Air Canada Jazz, Air
Nostrum, Air One, Arik Air, Atlasjet Airlines, Lufthansa CityLine,
MAT Macedonian Airlines, Mesa Air Group, My Way Airlines,
Northwest Airlines, SkyWest Airlines and Delta Air Lines.

The order announcement increases CRJ Series total firm orders to
1,515 aircraft.  As of Oct. 31, 2006, Bombardier had delivered
1,395 CRJ Series aircraft to customers around the world.

                         About Bombardier

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation  
solutions, from regional aircraft and business jets to rail
transportation equipment.

                       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: ALPA Condemns Order Stripping Pilots' Right to Strike
----------------------------------------------------------------
The Air Line Pilots Association International responded to a
ruling by the U.S. Bankruptcy Court in the Southern District of
New York that strips the rights of Comair pilots to conduct a
lawful strike.  In a separate ruling, the court opened the door
for Comair Inc. and Delta Air Lines Inc. management to impose on
Comair pilots new pay and work conditions that would make them
among the lowest compensated airline pilots in the industry.

"We are outraged by this court ruling that bars the Comair pilots
from striking.  ALPA maintains that, under the Railway Labor Act,
the Comair pilots have a legal right to exercise self-help, a
right, which this ruling tramples on.  This decision endangers the
rights of all pilots, indeed every worker across this nation.

"Comair pilots, and all 60,000 ALPA pilots, will obey the law and
abide by the rules of this injunction.  Our pilots will continue
to perform their jobs with their usual dedication, skill, and
professionalism.  But make no mistake -- ALPA will marshal all
necessary resources to appeal, and overturn, this decision.

"This ruling is the latest evidence of just how deeply flawed the
country's bankruptcy system has become.  It is shameful that
airlines such as Delta can exploit the bankruptcy process to strip
workers of their wages, working conditions, and dignity -- not
because they need to, but simply because they can.

"It is the height of hypocrisy that this ruling comes on the heels
of Delta management statements heralding the company's improved
financial condition and asserting that it can be reorganized
without outside assistance.  This financial outlook stands in
stark contrast to Delta management's repeated claims that it
requires drastic concessions from Comair pilots because the
company is simply not profitable enough for Delta, a position that
flies in the face of reports that Comair is projected to make a
minimum of a $50 million profit in 2006.

"Throughout the negotiations, ALPA has maintained that Delta
management has been pulling the strings for Comair and insisting
that Comair pilots be relegated to pay rates and benefits that are
at the bottom of the airline industry.  ALPA has not, and will
not, voluntarily agree to these types of compensation levels for
Comair pilots.  Comair pilots are skilled professionals -- and
they deserve reasonable compensation, not bargain basement wages.

"ALPA remains steadfast in its desire for a strong, viable Comair
and is committed to defending the rights of all Comair pilots.  
Our members deserve a career at an airline that will respect their
skills, experience, and professionalism, by paying a fair wage,
rather than forcing them to work a second job or rely on
government-assistance programs such as food stamps to support
their families.  For some individual Comair pilots, it may be
reasonable to expect that they will resign to pursue a fair wage
at another airline.  As part of ALPA's long-standing service to
its members, the Association will continue to hold job fairs and
work to attain preferential hiring agreements.

"With the economic improvements in the airline industry during the
past six months, and an even more promising economic picture for
the near future, every ALPA pilot will stand in unity with the
pilots at Comair.  Together, we will work to ensure that Delta
management does not succeed in its attempt to strip workers'
rights and abuse the bankruptcy process to line management's own
pockets."

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 60,000 pilots at 40 airlines in  
the U.S. and Canada.

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.


EARTHSHELL CORPORATION: Taps Morris Nichols as Bankruptcy Counsel
-----------------------------------------------------------------
EarthShell Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Morris, Nichols,
Arsht & Tunnell LLP, as its bankruptcy counsel.

The Debtor tells the Court that it has also requested the Court to
approve it request to hire Whiteford, Taylor & Preston LLP as
bankruptcy co-counsel.  The Debtor relates that Morris Nichols has
discussed a division of responsibilities with Whiteford Taylor so
as to minimize duplication of services on behalf of the Debtor.

Morris Nichols will:

    a. perform all necessary services as the Debtor's counsel,
       including, without limitation, providing the Debtor with
       advice, representing the Debtor, and preparing necessary
       documents on behalf of the Debtor in the areas of debtor in
       possession financing, corporate law, real estate, employee
       benefits, business and commercial litigation, tax, debt
       restructuring, bankruptcy and asset dispositions;

    b. take all necessary actions to protect and preserve the
       Debtor's estate during this chapter 11 case, including the
       prosecution of actions by the Debtor, the defense of any
       actions commenced against the Debtor, negotiations
       concerning litigation in which the Debtor is involved and
       objecting to claims filed against the estate;

    c. prepare or coordinate preparation on behalf of the Debtor,
       as debtor-in-possession, necessary motions, applications,
       answers, orders, reports and papers in connection with the
       administration of this chapter 11 case;

    d. counsel the Debtor with regard to its rights and
       obligations as debtor-in-possession; and

    e. perform all other necessary legal services.

The Debtor discloses that professionals of the firm bill:

         Designation                   Hourly Rate
         -----------                   -----------
         Partners                      $425 - $650
         Associates                    $220 - $380
         Paraprofessionals                $175
         Case Clerks                      $100

Derek C. Abbott, Esq., a partner at Morris Nichols, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Abbot can be reached at:

         Derek C. Abbott, Esq.
         Morris, Nichols, Arsht & Tunnell LLP
         Chase Manhattan Centre, 18th Floor
         1201 North Market Street
         P.O. Box 1347
         Wilmington, DE 19899-1347
         Tel: (302) 351-9357
         Fax: (302) 425-4664
         http://www.mnat.com/

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology    
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  When the Debtor filed for protection
from its creditors, it listed total assets of $16,173 and total
debts of $11,865,460.


EARTHSHELL CORP: Taps Whiteford Taylor as Bankruptcy Co-Counsel
---------------------------------------------------------------
EarthShell Corporation asks the United States Bankruptcy Court for
the District of Delaware for permission to employ Whiteford,
Taylor & Preston, LLP, as its bankruptcy co-counsel.

Whiteford Taylor will:

    a. provide the Debtor legal advice with respect to its powers
       and duties as a debtor-in-possession and in the operation
       of its business and management of its property;

    b. represent the Debtor in defense of any proceedings
       instituted to reclaim property or to obtain relief from the
       automatic stay under Section 362(a) of the Bankruptcy Code;

    c. prepare any necessary applications, answers, orders,
       reports and other legal papers, and appearing on the
       Debtor's behalf in proceedings instituted by or against the
       Debtor;

    d. assist the Debtor in the preparation of schedules,
       statement of financial affairs, and any amendments thereto
       which the Debtor may be required to file in this case;

    e. assist the Debtor in coordinating its efforts to maximize
       distributions to creditors;

    f. assist the Debtor with other legal matters, including,
       among others, securities, corporate, real estate, tax,
       intellectual property, employee relations, general
       litigation, and bankruptcy legal work; and

    g. perform all of the legal services for the Debtor which may
       be necessary or desirable.


Brent C. Strickland, Esq., a partner at Whiteford Taylor, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Strickland can be reached at:

         Brent C. Strickland, Esq.
         Whiteford, Taylor & Preston, LLP
         Seven Saint Paul Street
         Baltimore, MD 21202-1626
         Tel: (410) 347-8700
         Fax: (410) 752-7092
         http://www.wtplaw.com/

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology    
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  When the Debtor filed for protection
from its creditors, it listed total assets of $16,173 and total
debts of $11,865,460.


EDUCATION MANAGEMENT: Moody's Holds Junk Rating $385MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Education Management LLC in conjunction with the proposed
refinancing of the senior secured credit facilities.

Concurrently, Moody's assigned a speculative grade liquidity
rating of SGL-2 to the company.

The Corporate Family Rating of B2 acknowledges Education
Management's prominent market position in the for-profit,
post-secondary education space and generally favorable
fundamentals for the industry in terms of expected growth in
enrollment over the medium term, potential for inroads into a
greater portion of the market for post-secondary education, as
well as above-inflation trends with respect to tuition increases.
The ratings are constrained by a high level of overall
indebtedness and the low level of pro forma free cash flow
relative to debt.

Significantly weaker than expected growth in enrollments, material
increases in leverage from acquisitions or margin deterioration
could put negative pressure on the company's ratings, as could
material reductions in Title IV funds following recently proposed
reductions in government subsidies to commercial lenders.  
In addition, if free cash flow to debt is anticipated to turn
negative for any period of time, the rating could be downgraded.

Profitability improvements and reduction in leverage that bring
adjusted EBIT to interest coverage sustainably above 1.5x and
adjusted debt to EBITDA ratios to about five times could lead to
an upgrade.  Greater visibility would be needed with respect to
the company's implementation of its growth strategy as well as a
robust regulatory record after some time of operating as a
privately held, highly leveraged company.

Moody's took these rating actions:

   * Affirmed the B2, LGD3, 44% rating on the $300 million senior
     secured revolver due 2012;

   * Affirmed the B2, LGD3, 44% rating on the proposed amended
     $1.182 billion senior secured term loan B due 2013;

   * Affirmed the B2, LGD3, 44% rating on the $375 million 8.75%
     senior unsecured notes due 2014;

   * Affirmed the Caa1, LGD6, 92% rating on the $385 million
     10.25% senior subordinated notes due 2016;

   * Assigned a speculative grade liquidity rating of SGL-2 to
     Education Management;

   * Assigned a B2 Corporate Family Rating to Education Management
     LLC, the borrower and recently registered entity;

   * Assigned a B2 Probability of Default rating to Education
     Management LLC;

   * Withdrew the B2 Corporate Family Rating of Education
     Management Corporation;

   * Withdrew the B2 Probability of Default rating of Education
     Management Corporation.

The ratings outlook is stable.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue.
Education Management had revenue of approximately $1.2 billion for
the twelve months ended Sept. 30, 2006.


ENESCO GROUP: Has Until February 28 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Enesco Group, Inc., and its debtor-affiliates until Feb. 28,
2007, to file its Schedules of Assets and Liabilities and
Statement of Financial Affairs.

                  Thousands of Creditors

The Debtors had asked for the extension citing that their business
includes operations in Illinois and throughout the world.  The
Debtors believe that there may be thousands of creditors and other
interested parties that likely will be included in its Schedules
and Statements.

The Debtors contend that they have not had an opportunity to
gather the information necessary to prepare and file their
Schedules and Statements

                          Asset Sale

The Debtors disclose that on Jan. 11, 2007, it an agreement in
principal with the Lenders and a potential purchaser of
substantially all of the Debtors' assets regarding the material
terms and conditions under which the potential purchaser would,
subject to Court approval, purchase the Debtors' business assets,
including a significant portion of the Debtors prepetition
liabilities.

As reported in the Troubled Company Reporter on Jan. 24, 2007, the
Debtors entered into a definitive asset purchase agreement with an
affiliate of Tinicum Capital Partners II, L.P.

The Debtors believe that the sale of their assets will result in a
dramatic reduction of claims and prepetition creditors that need
to be disclosed on the Statements and Schedules and reduce the
administrative burden on Debtors in preparing such Statements and
Schedules.

Headquartered in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- designs, manufactures and markets  
licensed and proprietary branded giftware, and home and garden
d,cor products to a variety of specialty gift, home decor, mass
market and direct mail retailers.  The company serves markets
operating in Europe, Australia, Mexico, Asia and the Pacific Rim.

The company conducts its global business through its eight active
wholly owned subsidiaries and affiliated corporations, including
two subsidiaries in the United States, both of which are also
Debtors in these cases, and six subsidiaries in Canada, the United
Kingdom, France and Hong Kong.  The company sells its products
through its own employee-based sales organizations, as well as
independent sales agents and distributors in approximately 25
countries around the world.  

Enesco's product lines include some of the world's most
recognizable brands, including Heartwood Creek(TM) by Jim Shore,
Foundations(R), Pooh & Friends(R), Walt Disney Classics
Collections(R), Disney Traditions(R), Disney(R), Border Fine
Arts(TM), Cherished Teddies(R), Halcyon Days(R) and Lilliput
Lane(TM), among others.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  The
Debtors' financial condition as of Nov. 30, 2006, showed total
assets of $155,350,698 and total debts of $107,903,518.  The
Debtors' exclusive period to file a chapter 11 reorganization plan
expires on May 12, 2007.


ENESCO GROUP: Court Approves Shaw Gussis as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Enesco Group, Inc., and its debtor-affiliates authority to
employ Shaw Gussis Fishman Glantz Wolfson & Towbin LLC as its
general bankruptcy counsel.

Shaw Gussis will:

    a. give the Debtors legal advice with respect to their rights,
       powers and duties as debtors-in-possession in connection
       with administration of their estates, operation of their
       businesses and management of their properties;

    b. advise the Debtors with respect to asset dispositions,
       including sales, abandonments, and assumptions or
       rejections of executory contracts and unexpired leases, and
       take such action as may be necessary to effectuate those
       dispositions;

    c. assist the Debtors in the negotiation, formulation and
       drafting of a chapter 11 plan;

    d. take action as may be necessary with respect to claims that
       may be asserted against the Debtors and property of their
       estates;

    e. prepare applications, motions, complaints, orders and other
       legal documents as may be necessary in connection with the
       appropriate administration of the Debtors' cases;

    f. represent the Debtors with respect to inquiries and
       negotiations concerning creditors and property of their
       estates;

    g. initiate, defend or otherwise participate on behalf of the
       Debtors in all proceedings before the Court or any other
       court of competent jurisdiction; and

    h. perform any and all other legal services on behalf of the
       Debtors that may be required to aid in the proper
       administration of their estates.

The Debtors disclose that as of Jan. 1, 2007, professionals of the
firm bill:

         Designation                   Hourly Rate
         -----------                   -----------
         Members                       $325 - $550
         Associates                    $230 - $290
         Paralegals and                 $60 - $175
          Project Assistants

Robert M. Fishman, Esq., a member at Shaw Gussis, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Fishman can be reached at:

         Robert M. Fishman, Esq.
         Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
         321 North Clark Street, Suite 800
         Chicago, Illinois 60610
         Tel: (312) 541-0151
         Fax: (312) 980-3888
         http://www.shawgussis.com/

Headquartered in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- designs, manufactures and markets  
licensed and proprietary branded giftware, and home and garden
d,cor products to a variety of specialty gift, home decor, mass
market and direct mail retailers.  The company serves markets
operating in Europe, Australia, Mexico, Asia and the Pacific Rim.

The company conducts its global business through its eight active
wholly owned subsidiaries and affiliated corporations, including
two subsidiaries in the United States, both of which are also
Debtors in these cases, and six subsidiaries in Canada, the United
Kingdom, France and Hong Kong.  The company sells its products
through its own employee-based sales organizations, as well as
independent sales agents and distributors in approximately 25
countries around the world.  

Enesco's product lines include some of the world's most
recognizable brands, including Heartwood Creek(TM) by Jim Shore,
Foundations(R), Pooh & Friends(R), Walt Disney Classics
Collections(R), Disney Traditions(R), Disney(R), Border Fine
Arts(TM), Cherished Teddies(R), Halcyon Days(R) and Lilliput
Lane(TM), among others.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  The
Debtors' financial condition as of Nov. 30, 2006, showed total
assets of $155,350,698 and total debts of $107,903,518.  The
Debtors' exclusive period to file a chapter 11 reorganization plan
expires on May 12, 2007.


EPICEPT CORP: Shares Transferred to NASDAQ Capital Market
---------------------------------------------------------
EpiCept Corporation received a letter on Jan. 26, 2007 from the
Nasdaq Listings Qualifications Panel, stating that the Panel has
determined to transfer the shares of the company from The Nasdaq
Global Market to The Nasdaq Capital Market, effective at the
opening of business on Tuesday, Jan. 30, 2007, and to allow the
company to remain listed on that market subject to certain
conditions.

The determination is the result of a hearing by the Panel on
Dec. 14, 2006, relating to the company's failure to maintain a
market value of its listed securities over $50 million, a
continued listing requirement of The Nasdaq Global Market.

As reported in the Troubled Company Reporter on Jan. 22, 2007, the
company was notified on Jan. 10, 2007 that the private placement
previously announced by the company on Dec. 21, 2006 violated
shareholder authorization rules, also a continued listing
requirement of The Nasdaq Global Market, and that the Panel may
take the further noncompliance into consideration in
rendering its decision.  A Standby Equity Distribution Agreement
also dated as of Dec. 21, 2006, and the Private Placement were
part of the company's plan to regain compliance with the market
value deficiency requirement.

Although failure to comply with a continued listing requirement
subjects the company's stock to delisting from The Nasdaq Global
Market, the Panel determined to transfer the company's shares to
The Nasdaq Capital Market, and to allow the company to remain
listed on that market, subject to the following conditions:

   (1) on or before April 11, 2007, the company shall publicly
       announce and inform the Panel that the Private Placement
       and SEDA have been approved by its shareholders; and

   (2) on or before April 25, 2007, the Nasdaq staff shall have
       approved the company's application for new listing, the
       company will have paid all applicable listing fees and
       evidenced compliance with all requirements for continued
       listing on The Nasdaq Capital Market.

The company intends to satisfy the Panel's conditions and remain
listed on The Nasdaq Capital Market until such time as it may
qualify for readmission to The Nasdaq Global Market.

Additionally, the Panel determined that the company's violation of
the shareholder approval requirements warranted the issuance of a
reprimand letter by Nasdaq, which was received by the company on
Jan. 29, 2007.  The letter specifies that the Private Placement
violated the shareholder approval rules in Nasdaq Marketplace Rule
4350(i)(1)(D)(i).

The Nasdaq Capital Market is one of three market tier
designations for Nasdaq-listed stocks, and presently includes over
500 companies.

                      About EpiCept Corp.

Based in Tarrytown, New York, EpiCept Corp. (Nasdaq and OMX
Stockholm: EPCT) -- http://www.epicept.com/-- is an emerging  
pharmaceutical company focused on unmet needs in the treatment of
pain and cancer.  The company has a staged portfolio with several
pain therapies in late-stage clinical trials, and a lead oncology
compound (for AML) with demonstrated efficacy in a Phase III
trial; the compound is intended for commercialization in Europe.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $15,653,827, compared to a deficit of
$60,122,450 at Dec. 31, 2005.


ESCHELON TELECOM: Moody's Lifts Rating on 8-3/8% Sr. Notes to B2
----------------------------------------------------------------
Moody's Investors Service has upgraded Eschelon Operating
Company's corporate family rating and its 8-3/8% 2nd lien notes
due 2010, to B2, from B3.

The outlook has changed to stable from positive.

These are the rating actions:

   * Eschelon Operating Co.

      -- Corporate family rating -- Upgraded to B2, from B3

      -- Probability of Default rating -- Upgraded to B1, from B2

      -- 8-3/8% Senior 2nd Lien Notes maturing in 2010 -- Upgraded
         to B2, LGD4-64%, from B3

      -- $150 million Shelf Registration -- Upgraded to B2, LGD4-
         64%, from B3

The outlook is stable.

Liquidity Rating:

      -- Affirmed SGL-3

The upgrade reflects Eschelon's improving credit profile as a
result of stronger operating fundamentals, the company's moderate
leverage and its steady progress towards generating modest free
cash flow in 2007.  The ratings are constrained by the
uncertainties arising from Eschelon's acquisition strategy and its
continuing high capital expenditures.

Eschelon has expressed the intention to acquire another
$50 million of revenue in the coming 2 to 3 years, which follows
the acquisition of ATI, and the three acquisitions completed in
2006.  Moody's notes that Eschelon's operating fundamentals, such
as revenue and EBITDA growth, and low churn, have improved and
will continue the upward trend in 2007 as the company realizes
synergies from its recently closed acquisitions of OTI, MTI and
OneEighty.  However, Moody's believes that Eschelon's high costs
of integrating the acquisitions and network upgrades will
constrain the growth in free cash flow.

The stable rating outlook is based on Moody's expectations that
the company's future acquisitions will not result in a materially
weaker credit profile.

The B2 rating of the second lien notes reflects an LGD4, 64% loss
given default assessment, as the notes are secured by
substantially all of the company's assets on a 2nd priority basis,
and as the notes will represent nearly all of the debt in the
capital structure.

Eschelon is a competitive local exchange carrier servicing over
514,000 access lines in 45 markets in the western United States.
The company maintains its headquarters in Minneapolis, Minnesota.


EXCO RESOURCES: Buying Oil & Natural Gas Properties for $860 Mil.
-----------------------------------------------------------------
EXCO Resources, Inc., disclosed an agreement to acquire producing
oil and natural gas properties, acreage and other assets in
multiple fields located in the Mid-Continent, South Texas and Gulf
Coast areas of Oklahoma and Texas from Anadarko Petroleum
Corporation for $860 million in cash, subject to customary
purchase price adjustments.

The acquisition includes assets in the Golden Trend, Watonga-
Chickasha, Mocane-Laverne and Reydon areas in Oklahoma, and the
Felicia, Speaks and Cage Ranch areas of South Texas.

This acquisition includes producing properties with net production
at year-end 2006 of approximately 103 million cubic feet per day
equivalent of natural gas and oil from approximately 1,327
producing wells.  The production consists of approximately 50
Mmcfed from 1,062 wells in the Mid-Continent area, and 53 Mmcfed
from approximately 265 wells in the South Texas area.  Average
acquired working interests and net revenue interests are 75% and
59% in the Mid-Continent, and 63% and 49% in South Texas,
respectively.

Proved reserves currently identified, based on NYMEX strip
pricing, total more than 400 billion cubic feet equivalent and are
72% proved developed and 87% natural gas.  EXCO has identified
approximately 200 proved undeveloped drilling opportunities in the
package, with 88% of the opportunities located in the Mid-
Continent.  The Mid-Continent assets contain approximately 76% of
the total proved reserves in the transaction.  The reserves are
located in multiple formations, including but not limited to the
Big 4, Bromide, Springer, Morrow, Chester, Tonkawa, Redfork and
Granite Wash in the Mid-Continent and the Frio, Vicksburg,
Miocene, Yegua and Wilcox in South Texas.  Approximately 91% of
the estimated value of the Mid-Continent reserves are operated,
while approximately 85% of the estimated value of the reserves in
South Texas are operated.  Net acreage included in the acquisition
totals approximately 290,000 acres, more than 71% of which is
located in the Mid-Continent.

In connection with the acquisition, hedges in respect of a
significant portion of estimated production for 2007, 2008 and
2009 were entered into by the seller and will be assumed by EXCO.

The transaction is expected to close in April 2007, subject to
customary conditions to closing and governmental clearance.  The
effective date of the sale is Jan. 1, 2007.

The acquisition will be financed with a new Revolving Credit
Facility and a bridge loan from EXCO's banking group.  The
financing for this acquisition will be consolidated with that for
the acquisition of the Anadarko North Louisiana properties
announced on December 26, 2006.  EXCO is developing a deleveraging
strategy and is considering alternatives.  Due to this
acquisition, EXCO now expects to finalize its financing plans in
February 2007.

"EXCO has long been a Mid-Continent oil and gas producer," Douglas
H. Miller, EXCO's Chief Executive Officer, had the following
comment.  "The Oklahoma assets being acquired are a perfect fit
with our existing assets and bring our overall Mid-Continent
production to over 75 Mmcfe per day.  We continue to stress long
reserve life and these assets being acquired have an overall
reserve to production ratio of over 17 years.  We will operate
the Mid-Continent assets from our Tulsa office.  The South Texas
assets, while not in one of our focus areas, represent an
outstanding package of properties in excellent trends.  Our plans
with respect to these assets will be formulated over the next few
weeks."

Headquartered in Dallas, Texas, EXCO Resources, Inc. (NYSE: XCO)
-- http://www.excoresources.com/-- is an oil and natural gas  
acquisition, exploitation, development and production company,
with principal operations in Texas, Louisiana, Ohio, Oklahoma,
Pennsylvania and West Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 29, 2006,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and 'B-' senior unsecured ratings on oil and gas
exploration and production company EXCO Resources Inc. on
CreditWatch with negative implications after the company's
reported $1.6 billion cash acquisition of certain oil and gas
properties in Jackson Parish, Louisiana, from Anadarko Petroleum
Corp.


FORD MOTOR: Hastens Nanotechnology Work at Northwestern University
------------------------------------------------------------------
Ford Motor Company is using one of the most advanced laboratory
devices in North America to accelerate its nanotechnology research
into lighter weight metals and plastics with greater strength,
ultimately helping improve the safety and fuel economy of Ford
cars and trucks.

The device, called the Local Electrode Atom Probe, known as LEAP,
is housed at Northwestern University and is now one of only four
such tools in North America.  This new laboratory tool enables
Ford to cut in half the amount of time it takes to analyze the
molecular makeup of metals and plastics and determine ways to
tailor the material to make lighter weight and more durable parts.

"Ford has a long history of research in the field of
nanotechnology, and this relationship will strengthen our
knowledge for the future," Ford Research and Advanced Engineering
Vice President Dr. Gerhard Schmidt said.

Nanotechnology is the science of manipulating materials at the
atomic or molecular level -- the size of a billionth of an inch.  
It is often referred to as a general-purpose technology because it
has the potential to impact all industries and areas of society.  
Its use in pharmaceuticals, electronics, and optics is rapidly
developing.  Nanomaterials, for example, are already being used in
sunblock and cosmetics.  Nanotechnology is not a product but a set
of methods, tools, and materials to make better-performing
products.

Its use in the automotive industry holds the most promise and is
expected to grow.  By 2015, experts predict nanomaterials will
reach 70% usage in automotive applications, with revenues reaching
almost $7 billion.

                           Nano at Ford

Ford was one of the first automakers to apply nanotechnology to
its products.  Ford has been active since the 1970s in exhaust
catalysis and emission controls, which are nano-based systems.
Catalysts use nanoscale precious metals to increase the surface
area of the metal, reducing costs, and making them more efficient.

In 2003, Dr. Haren Gandhi, a Ford technical fellow in emissions
and catalysts, won the prestigious National Medal of Technology
for exhaust catalyst work.  Ford also was an early leader in the
development of scanning probe microscopes, which allowed
scientists to better view matter at a nano level.

                   Ford, Boeing and Northwestern

At Northwestern, Ford researchers are working with nanotechnology
to develop stronger and lighter structural materials, such as
metals and plastic composites.  These metals and plastics use
nanoparticles as fillers that reduce weight and increase strength.  
Researchers are making aluminum castings stronger and better
performing, such as engine blocks.  Paints and glass that block
the sun's infrared radiation and actually clean themselves of dirt
and grime are being researched.

In addition, Ford is developing nanofluids, which involves
dispersing nano-scale particles into vehicle liquids, such as
coolants and engine oil, lubricants, and transmission fluids.  
Ford scientists found that sprinkling nanoparticles into these
liquids reduces friction and increases thermal conductivity --
both of which allow the liquid to operate at lower temperatures.

"Since nanotechnology can impact such a wide range of vehicle
components and functionalities, it provides a versatile toolkit
for meeting anticipated customer expectations for performance,
comfort, convenience, and quality," said Erica Perry Murray, on-
campus Ford Boeing Northwestern alliance manager.

The alliance between Ford, Boeing, and Northwestern paves the way
for the three to research commercial applications of
nanotechnology.  The agreement is designed to pave the way for
future advancements in transportation, specialty metals, thermal
materials, coatings, and sensors.

The nanotechnology alliance between Ford and Boeing is the latest
development in an 11-year relationship that has resulted in
improved products for both companies.

Examples of past innovations between Ford and Boeing include:

   * Human Factors Modeling:

     Ford shared with Boeing its "Third Age Suit," which is made
     of materials that add bulk, restrict movement, and obscure
     vision to help give engineers and designers a feel for the
     needs of the elderly.  By using the suit, Ford and Boeing
     engineers have been able to research ways to provide more
     user friendly interiors for cars and aircraft.

   * Aluminum Bonding:

     Boeing shared with Ford its expertise in aluminum bonding
     from aerospace products for production of the Ford GT
     supercar.  The technology, including the use of "friction
     stir welding," was used by Ford to bond the center tunnel of
     the Ford GT to its floor pan without deformation.

   * Rapid Prototyping:

     Boeing and Ford shared knowledge of rapid prototyping to
     refine and develop methods that allow part designs created in
     a computer to be "printed" in 3-D by a computer-operated
     laser that cures a photo-sensitive resin.  This "printed"
     model becomes a prototype part without the need for expensive
     tooling.  Ford now can cast parts as large as an engine block
     with rapid prototyping equipment in days instead of months or
     weeks.

Ford and Boeing also have committed to a technology exchange
program, which includes providing access to each other's talented
people, technology, and process know-how to benefit their
products.

For Northwestern University, the alliance is an opportunity to
develop even closer working relationships.  Having embedded
personnel leads to better understanding and identification of each
partner's needs and expertise, the university says, and provides
opportunities for technology sharing that benefit everyone.

Northwestern has been one of the early leaders in the field of
nanoscience and home of one of the first nanotechnology centers in
the country.

The study of nanomaterials and technology transcends many
departments and schools within the university, ranging from
engineering and chemistry to biology and medicine.  The learning
experiences of students who will be involved with faculty in the
new research project are unique opportunities that prepare them
for their future roles as creators of value.

In 2005, Ford and Northwestern University dedicated a new
$30 million engineering center on the school's campus in Evanston,
Ill., near Chicago.  Ford provided a $10 million grant to build
the new "Ford Motor Company Engineering Design Center" as part of
the Robert R. McCormick School of Engineering and Applied Science
facility.

"We are pleased to be involved with such an innovative company as
Boeing and a university as esteemed as Northwestern," Ford's Dr.
Schmidt explained.  "Although our products are different in many
ways, we share a common goal of innovating for the future
together."

                       About Ford Motor Co.

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

                           *     *     *

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

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

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


FORD MOTOR: Upgraded Ford Taurus and Mercury Sable Return
---------------------------------------------------------
Ford Motor Company is bringing back the well-known Ford Taurus
name, introducing a new name -- Taurus X -- for its three-row
crossover, and returning the Mercury Sable to the lineup as
upgraded 2008-model versions of all three vehicles go on sale this
summer.

"Taurus has been an icon for Ford's family sedan for more than two
decades, and it's time to return this powerful name to where it
belongs," Ford President of The Americas Mark Fields said at the
Chicago Auto Show.

"Consumer awareness of the Taurus name is double the Five Hundred
that it's replacing, and awareness of Sable is triple that of
Montego.

"By giving these vehicles the names that consumers recognize at
the same time we're making significant upgrades, we're confident
that even more people are going to be attracted to these great
products in the future," Mr. Fields added.

The 2008-model Taurus sedan will go on sale this summer, replacing
the Ford Five Hundred.  The new Taurus features a Ford Fusion-
inspired exterior design, a new powertrain with 60 more
horsepower, a new all-wheel-drive system, available standard
electronic stability control and other refinements to make it more
distinctive, quieter, faster, and safer.

The 2008-model Taurus X crossover will go on sale late this summer
-- replacing the Ford Freestyle -- with the same design,
powertrain, and safety upgrades, as well as three row of seats,
one-touch flip-and-fold second-row seating and an available power
rear liftgate.

The 2008-model Mercury Sable also goes on sale this summer --
replacing the Mercury Montego -- with extensive design,
powertrain, and safety upgrades, as well as unique touches that
make it a Mercury.  They include Mercury's signature satin
aluminum waterfall grille, jeweled projector beam headlamps,
distinctive LED tail lamps and a two-tone interior trim with
unique accents.  Customers preferring a technical appearance can
opt for Cyber Carbon -- a deep, high-gloss accent resembling
carbon fiber.  More traditional sophistication is available from
two modern wood grain accents -- Guitar Maple and San Macassar.

                  Ford Taurus: An Automotive Icon

The Ford Taurus was a milestone in automotive design when it was
introduced in 1985.  It was the best-selling car in America for
five straight years, starting in 1992.  At its peak, Taurus posted
annual sales of more than 400,000 units.  When production of the
original Taurus ended after 21 years on Oct. 27, 2006, nearly
7 million cars had been sold -- and an estimated 3.5 million
Taurus models remain on the road today.

The Taurus name remains powerful today.  In fact, it is one of top
three most recognized Ford nameplates, behind only the F-Series
and Mustang.  Consumer awareness of the Taurus nameplate remains
at an impressive 80%.

"The Ford Five Hundred has been a solid product, and it has one of
the highest satisfaction rates in our lineup," said Cisco Codina,
Ford's group vice president of North America Marketing, Sales and
Service.  "Once people discover the vehicle, nearly 60% end up
buying one.

"The Taurus will be even better thanks to significant upgrades --
and, now, a name that people know.  Going forward, we're going to
cherish this iconic name with the same clarity, confidence, and
intensity as we do with F-Series and Mustang," Mr. Codina added.

The new Taurus X crossover builds on the strength of its namesake,
while underscoring Ford's commitment to leadership in crossover
vehicles.  Crossovers already have surpassed SUVs in annual
vehicle sales, and Ford predicts they will become the largest or
second largest segment in the U.S. by the end of the decade --
with sales of 3 million units.

The three-row, seven-passenger Taurus X will complement the sporty
and popular two-row, five-passenger Ford Edge in the lineup.  The
two crossovers will be joined by yet another large Ford crossover
-- based on the Ford Fairlane concept vehicle, which will debut
later this year and go on sale in 2008.

"The Taurus and Taurus X draw design cues from the Fusion sedan
and Edge crossover.  This family relationship will be a huge
asset.  The Fusion is an unqualified success, and the Edge is off
to an even faster start than we saw for the Fusion," Mr. Codina
said.

                     Sable Returns to Mercury

The Sable name today maintains an impressive 60% consumer
awareness level.  With the new 2008-model, Sable will offer the
same differentiation that already is proving to be a success in
the marketplace with the Mercury Mariner and Mercury Milan.

"Our newest Mercurys are attracting new customers and doing a
great job at appealing to women," Mr. Codina said.

"The Mercury Mariner attracts more new customers today to Ford and
Lincoln Mercury than any other nameplate, except the Ford Mustang.  
And about half of Mercury Milan customers are women, which is a
higher rate than for the Honda Accord, Toyota Camry, or Volkswagen
Passat," Codina added.

Mercury's signature design cues -- including satin aluminum
accents, high contrast interiors, and upscale trim and detailing
-- will differentiate the new Sable from the Taurus in the same
way as the Mariner and Milan.

                       About Ford Motor Co.

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

                           *     *     *

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

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

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


FORREST HILL: Has Until February 21 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
gave Forrest Hill Funeral Home & Memorial Park - East, LLC, until
Feb. 21, 2007, to file its Schedules of Assets and Liabilities and
Statement of Financial Affairs.

The Debtor had asked for an extension of the deadline citing:

    * its accounting records are not in good order;

    * the FBI and U.S. Treasury have seized bank statements and
      copies of checks,

    * the pre-petition bank accounts have not been reconciled for
      all of 2006;

    * it uses a third-party service provider to track its preneed
      contracts who had terminated service; and

    * it has not been able to close its books as of its bankruptcy
      filing.

Based in Tulsa, Okla., Forrest Hill Funeral Home & Memorial Park -
East, LLC, operates funeral homes.  The company consists of three
separate cemeteries, three funeral homes and three mausoleums
located in Memphis, Tennessee.  The three locations are Forest
Hill Funeral Home & Memorial Park - East, Forest Hill Funeral Home
and Memorial Park - Midtown, and Forest Hill Funeral Home and
Memorial Park - South.

The company filed for chapter 11 protection on Jan. 22, 2007
(Bankr. E.D. Okla. Case No. 07-870056).  When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million and $100 million.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization expires on May 22, 2007.


FORREST HILL: Wants Court Approval on Morrel Saffa as Counsel
-------------------------------------------------------------
Forrest Hill Funeral Home & Memorial Park - East, LLC, asks the
U.S. Bankruptcy Court for the Eastern District of Oklahoma for
permission to employ Morrel, Saffa, Craige, Hicks, Barnhart &
Brunton, Inc., as its bankruptcy counsel.

Morrel Saffa will:

    (a) give Debtor legal advice, including tax advice, with
        respect to its powers and duties as debtor-in-possession
        in the continued management of its property;

    (b) prepare on behalf of the applicant as debtor-in-possession
        necessary applications, answers, orders, and other legal
        papers including but not limited to Disclosure Statement
        and Plan of Reorganization; and

    (c) perform all other legal services for Debtor which may be
        necessary.

The Debtor tells the Court that the lead attorney for its
bankruptcy proceeding in Mark A. Craige, Esq., a member at Morrel
Saffa, who bills $250 per hour.

The Debtor discloses that it has paid the firm a $20,000
pre-petition retainer.

To the best of Debtor's knowledge, the firm does not represent any
interest adverse to the Debtor or its estate.

Mr. Craige can be reached at:

         Mark A. Craige, Esq.
         Morrel, Saffa, Craige, Hicks, Barnhart & Brunton, Inc.
         3501 South Yale Avenue
         Tulsa, Oklahoma 74135
         Tel: (918) 664-0800
         Fax: (918) 663-1383
         http://www.law-office.com/

Based in Tulsa, Okla., Forrest Hill Funeral Home & Memorial Park -
East, LLC, operates funeral homes.  The company consists of three
separate cemeteries, three funeral homes and three mausoleums
located in Memphis, Tennessee.  The three locations are Forest
Hill Funeral Home & Memorial Park - East, Forest Hill Funeral Home
and Memorial Park - Midtown, and Forest Hill Funeral Home and
Memorial Park - South.

The company filed for chapter 11 protection on Jan. 22, 2007
(Bankr. E.D. Okla. Case No. 07-870056).  When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million and $100 million.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization expires on May 22, 2007.


GABRIEL TECH: Keith Feilmeier Resigns as Chief Executive Officer
----------------------------------------------------------------
Gabriel Technologies Corporation entered into a Separation
Agreement and General Release with Keith Feilmeier, the company's
Chief Executive Officer and Chairman of its Board of Directors,
pursuant to which Mr. Feilmeier resigned from his position as the
company's Chief Executive Officer and Chairman of its Board of
Directors.  Mr. Feilmeier will retain his position as a director
of the Company.

In connection with the Separation Agreement, the company and one
of its wholly-owned subsidiaries, Gabriel Technologies, LLC,
entered into a consulting agreement with Mr. Feilmeier for him to
perform consulting services on behalf of Gabriel LLC.

As a consultant, Mr. Feilmeier expects to focus his efforts on
expanding Gabriel LLC's WAR-LOK business, lead the efforts on
integration of technologies for the Company's three business
units, and assist the company with its strategy and growth.

"I'm enthused about the opportunity of combining the synergies
of our three business units to form unique solutions that are not
available in the marketplace today" said Mr. Feilmeier.  "I am
also looking forward to help grow our core business unit, the WAR-
LOK brand, to further meet the needs of our customers and future
customers."

                     About Gabriel Technologies

Based in Omaha, Nebraska, Gabriel Technologies Corporation (OTC:
GWLK) -- http://www.gabrieltechnologies.com/-- sells locking  
systems for truck trailers, railcars, and intermodal shipping
containers under the WAR-LOK brand name.  Its products are
manufactured by contractors and distributed from Gabriel's
assembly center.  Gabriel also offers Trace Location Services, an
asset-tracking system for vehicle fleet operators that is based on
the Global Positioning System (GPS).  The trucking industry
accounts for more than 85% of the company's sales.  Gabriel added
biometric technology to its product mix in 2006 by acquiring a
majority stake in Resilent, an Omaha, Nebraska-based company that
does business as Digital Defense Group.

                        Going Concern Doubt

Williams & Webster, PS, in Spokane, Washington, expressed
substantial doubt about Gabriel Technologies Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the fiscal year ended June
30, 2006.  The auditing firm pointed to the company's significant
operating losses and accumulated deficit at June 30, 2006.


GENOIL INC: Board Approves Grant of Stock Options
-------------------------------------------------
The Board of Directors of Genoil Inc. has completed a review of
compensation levels for its directors, officers, employees and
consultants and has consequently approved the grant of incentive
stock options to and the establishment of base compensation levels
for such individuals for 2007.  Subject to receipt of all
necessary shareholders approvals, the Board has approved the grant
of an aggregate of 8,968,750 options to acquire common shares of
the company at an exercise price of $0.45, being the closing price
of the company's shares on the TSX Venture Exchange on the date
preceding the date Board approval for the grant was made.

Of the 8,968,750 options approved for grant 640,000 have been
approved for grant to the company's employees and consultants with
an additional 1,493,750 options having been approved for grant to
the company's executive officers and outside directors in
recognition of their efforts during 2006.  Additionally, of the
8,968,750 options approved for grant 2,335,000 have been approved
for grant to the company's employees and consultants with an
additional 2,000,000 being approved for grant to officers of the
company, as an inducement for their continued efforts and as part
of their compensation for 2007.  25% of the options vest
immediately with an additional 25% to vest annually on January 31.

Lastly, 2,500,000 of the 8,968,750 options approved for grant have
been approved for grant to the company's Chairman and Chief
Executive Officer in lieu of any salary compensation for 2007, all
of which such options vest immediately.

The approval of the grant of these options resulted from a
recommendation made by the company's Chairman and Chief Executive
Officer with the unanimous approval of the Board.  The
recommendation was based upon a review of the current, competitive
industry conditions and with the objective being the retention of
the company's key individuals.  The company's Compensation
Committee had previously commissioned an independent third party
compensation expert to report on compensation matters given the
current energy industry compensation levels for similar
organizations and utilized this report to provide a baseline in
making its recommendations regarding appropriate compensation for
the company's Board and Chairman and Chief Executive Officer.

The granting of all of the options approved by the Board are
conditional upon the receipt of all necessary regulatory and stock
exchange approvals and in particular, on the receipt of
disinterested shareholder approval for the increase in options
grantable under the company's stock option plan at the company's
next annual and special meeting of shareholders.

As indicated, of the options approved for grant, an aggregate of
2,133,750 are to be granted in recognition of contributions during
2006.  Pursuant to the company's desire to pay top of market
compensation in order to retain top level management, the Board
took note of the recent volatility in the company's share price
and the effect such volatility has on the traditional incenting
role played by the granting of stock options.  Following an
analysis of the exercise prices of options previously granted by
the company, the Board, based on the recommendations of senior
management, determined that certain of the company's employees,
consultants and officers were not currently being provided with an
equity incentive in accordance with the company's compensation
philosophy.  As a result of this analysis and based on a review of
the role played by, and past performance of, such employees,
consultants and officers the Board approved the granting of these
2,133,750 options, subject to shareholder approval, to provide
such individuals with further incentive to serve and promote the
interests of the company.

The outside directors of the company have agreed to enter into
debt cancellation agreements with the company whereby such
directors have agreed to forgive an aggregate $223,000 owing to
them by the company for unpaid directors fees in exchange for the
issuance of approximately 660,741 common shares of the company at
a deemed price of $0.3375 per share.  The shares to be issued in
connection with the settlement of these debts are subject to a
four month hold period from their date of issuance and are subject
to receipt of all necessary regulatory approvals.

                        About Genoil Inc.

Headquartered in Calgary, ALberta, Genoil Inc. (TSX VENTURE:
GNO)(OTCBB: GNOLF) -- http://www.genoil.net/-- is a technology   
development and engineering company providing environmentally
sound solutions to the oil and gas industry through the use of
proprietary technologies.  The Genoil Hydroconversion Upgrader is
designed to economically convert heavy crude oil into more
valuable light upgraded crude, high in yields of transport fuels,
while significantly reducing the sulfur, nitrogen and other
contaminants.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 18, 2006, BDO
Dunwoody LLP expressed substantial doubt about Genoil Inc'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 working capital
deficiency and accumulated losses.


GMAC MORTGAGE: Fitch Affirms Low-B Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Fitch has taken action on these GMAC Mortgage Corporation
Transactions:

GMAC Mortgage, Series 2004-AR1 Group I

   -- Class IA affirmed at 'AAA'.

GMAC Mortgage, Series 2004-AR1 Group II

   -- Class IIA affirmed at 'AAA'.

GMAC Mortgage, Series 2004-J2

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

GMAC Mortgage, Series 2004-J4

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

GMAC Mortgage, Series 2004-J5

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

GMAC Mortgage, Series 2004-J6

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

GMAC Mortgage, Series 2005-AF2

   -- Class A affirmed at 'AAA'.

GMAC Mortgage, Series 2005-AR2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A'; and
   -- Class M-3 affirmed at 'BBB'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $2.3 billion of outstanding certificates.

The underlying collateral consists of both fixed-rate and hybrid
adjustable-rate mortgage loans secured by first liens on
one- to four-family residential properties.  As of the December
2006 distribution date, the transactions are seasoned from a range
of 13 to 32 months.  The pool factors range from approximately 52%
to 81%.


GSMPS MORTGAGE: S&P's Rating on Class B-3 Certs. Tumbles to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from GSMPS Mortgage Loan Trust 2005-LT1.

Concurrently, the ratings on classes B-1 and B-2 were placed on
CreditWatch with negative implications.  At the same time, the
ratings on the remaining classes from this deal and various other
GSMPS Mortgage Loan Trust transactions were affirmed.

The rating on class B-3 was lowered to 'D' because of an $11,767
principal write-down in January 2007.  The negative CreditWatch
placements of classes B-1 and B-2 reflect S&P's concerns over the
continued erosion of credit support.  

As of the January 2007 remittance, cumulative losses for series
2005-LT1 totaled $9.68 million.  The average monthly loss for the
past six months was approximately $306,000.  Despite the
significant paydown of the senior classes and the shifting
interest structure of the transaction, the credit support for
class B-2 has deteriorated, and credit support for class B-1 has
only improved marginally.

As of January 2007, the credit support for classes B-1 and B-2
totaled $3.08 million and $1.60 million, respectively.  Total
delinquencies and severe delinquencies constituted 57.68% and
52.56% of the current pool balance, respectively.

Standard & Poor's will continue to closely monitor the performance
of these classes.  If the delinquent loans cure to a point at
which credit enhancement begins to improve due to the shifting
interest structure, S&P will affirm the ratings and remove them
from CreditWatch.  Conversely, if delinquencies cause substantial
realized losses in the coming months and continue to erode credit
enhancement, S&P will take further negative rating
actions on these classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  As of the January
2007 remittance date, total delinquencies ranged from 25.57% to
48.33% of the current pool balance, and severe delinquencies
ranged from 12.59% to 17.63% of the current pool balance.

Credit support for these transactions is provided through
subordination.  The pools initially consisted of FHA, VA, and RHS
fixed- and adjustable-rate reperforming mortgage loans.  The
mortgage loans are secured by first liens on one- to four-family
residential properties.
   
                          Rating Lowered
   
                     GSMPS Mortgage Loan Trust

                                    Rating
                                    ------
             Series     Class   To             From
             ------     -----   --             ----
             2005-LT1   B-3     D              B
   
                Ratings Placed On Creditwatch Negative
   
                     GSMPS Mortgage Loan Trust

                                       Rating
                                       ------
              Series     Class   To                From
              ------     -----   --                ----
              2005-LT1   B-1     BBB/Watch Neg     BBB
              2005-LT1   B-2     BB/Watch Neg      BB
   
                        Ratings Affirmed
   
                    GSMPS Mortgage Loan Trust

   Series      Class                                    Rating
   ------      -----                                    ------
   2004-4      1A2, 1A3, 1A4, 1AF, 1AS, AX, 2A1         AAA
   2005-LT1    A-1                                      AAA
   2005-LT1    M-1                                      AA
   2005-LT1    M-2                                      A
   2005-RP1    1A2, 1A3, 1A4, 1AF, 1AS, AX, 2A1         AAA
   2005-RP1    B-1                                      AA
   2005-RP1    B-2                                      A
   2005-RP1    B-3                                      BBB
   2005-RP1    B-4                                      BB
   2005-RP1    B-5                                      B
   2005-RP2    1A2, 1A3, 1A4, 1AF, 1AS, AX, 2A1         AAA
   2005-RP2    B-1                                      AA
   2005-RP2    B-2                                      A
   2005-RP2    B-3                                      BBB
   2005-RP2    B-4                                      BB
   2005-RP2    B-5                                      B
   2005-RP3    1A2, 1A3, 1A4, 1AF, 1AS, AX, 2A1         AAA
   2005-RP3    B-1                                      AA
   2005-RP3    B-2                                      A
   2005-RP3    B-3                                      BBB
   2005-RP3    B-4                                      BB
   2005-RP3    B-5                                      B
   2006-RP1    1A2, 1A3, 1A4, 1AF, 1AF2, 1AS, AX, 2A1   AAA
   2006-RP1    B-1                                      AA
   2006-RP1    B-2                                      A
   2006-RP1    B-3                                      BBB
   2006-RP1    B-4                                      BB
   2006-RP1    B-5                                      B


HARD ROCK: Completes $770MM Sale to Morgans Hotel & DLJ Merchant
----------------------------------------------------------------
Morgans Hotel Group Co. and its equity partner, DLJ Merchant
Banking Partners, have completed the acquisition of the Hard Rock
Hotel & Casino in Las Vegas and related assets.  The purchase
price for the Hard Rock and related assets was approximately
$770 million.

"[Mon]day [wa]s an exciting day for Morgans Hotel Group," Ed
Scheetz, President and Chief Executive Officer of MHG, said.  "We
now have a strong foothold in Las Vegas, one of the largest and
fastest growing hotel markets in the U.S., which is consistent
with our strategy of expanding our presence in key markets.  We
believe that the addition of the Hard Rock to our unique portfolio
of properties will create value for all our shareholders and be a
strong contributor to MHG's long-term growth and profitability.

"When we first announced the acquisition, we stated our intention
to line up an equity partner to assist with financing; to identify
a casino operator to run the casino; and to close the transaction
in early 2007.  We have achieved these goals and we look forward
to taking the iconic Hard Rock property to a new level of
sophistication."

"We are pleased that all the pieces of the Hard Rock transaction
are now in place," Steven Rattner, Managing Director and Head of
DLJ Merchant Banking Partners, said.  "MHG is a world-class
operating partner and we are excited about working with them to
transform the Hard Rock into the premier boutique property in Las
Vegas.  The Hard Rock has enormous potential and we look forward
to moving ahead with the many opportunities related to the Hard
Rock assets."

MHG is funding one-third of the equity, which is approximately
$57.5 million, and DLJMB is funding two-thirds of the equity,
which is approximately $115 million.  Under the terms of the joint
venture agreements, DLJMB agreed to fund 100% of the capital
required to expand the Hard Rock property, up to a total of an
additional $150 million.  MHG will have the option to fund the
expansion project proportionate to its equity interest in the
joint venture.  The remainder of the purchase price was financed
with mortgage financing under a credit agreement entered into by
the joint venture.  The credit agreement provides for a secured
term loan facility, with a term of two years or more, consisting
of a $760 million loan for the acquisition including renovation
and financing costs and reserves, and a loan of up to $600 million
for future expansion of the Hard Rock.  In connection with this
financing, MHG and DLJMB entered into joint and several guaranties
of completion of the expansion project, certain mandatory
prepayments under the loan, and of specified matters that are
exempt from the non-recourse terms of the loan.  DLJMB has
guaranteed reimbursement to MHG of two-thirds of any guaranty
payment MHG is obligated to make, other than the completion
guaranty for which MHG has the first $50 million of liability.

MHG and DLJMB entered into a property management agreement under
which MHG will operate the hotel, retail, food and beverage,
entertainment and all other businesses related to the Hard Rock
Hotel & Casino, excluding the casino.  Under the terms of the
agreement, MHG will receive a management fee equal to 4% and a
chain service expense reimbursement of all non-gaming revenue
including casino rents and all other rental income.  MHG can also
earn an incentive management fee of 10% of EBITDA above certain
levels.  The term of the contract is 20 years with two ten-year
renewals and is subject to certain performance tests beginning in
2009.

A subsidiary of MHG, upon completion of its tender offer for all
of the $140 million aggregate principal amount of 8-7/8% Second
Lien Notes due 2013 of Hard Rock then outstanding, purchased
approximately $139 million aggregate principal amount of such
notes, which were canceled in connection with the acquisition.  
Hard Rock effected a covenant defeasance with respect to the
balance of the notes.

                  Golden Gaming Lease Agreement

MHG also entered into a definitive lease agreement with Golden
Gaming to operate the casino at the Hard Rock.  Under the lease,
the base rent is $20.7 million per year payable monthly, plus
reimbursements for certain expenses.  Golden Gaming is entitled to
a management fee of $3.3 million, also payable monthly.  The
gaming assets were sold to Golden Gaming for a note with a
principal amount equal to the net book value of the gaming assets.  
Casino EBITDA in excess of the rent and management fee amounts
will be distributed 75% to Hard Rock for payment of principal and
interest on the gaming asset note and any other loans to the
lessee and 25% to Golden Gaming.  On Jan. 25, 2007, Nevada gaming
regulators unanimously approved Golden Gaming's application for
its license to operate the casino at the Hard Rock.

"We are excited to serve as the casino operator for the Hard Rock,
which is one of the premier gaming and entertainment resorts in
Las Vegas," Blake Sartini, President and Chief Executive Officer
of Golden Gaming, said.  "We look forward to working with MHG to
transform the Hard Rock into an even more successful operation in
the fast-growing Las Vegas market."

In connection with the transaction, Wachtell, Lipton, Rosen & Katz
is acting as legal advisor to MHG, and Brownstein Hyatt Farber
Schreck is acting as Las Vegas regulatory counsel.

                    About Morgans Hotel Group

Headquartered in New York City, Morgans Hotel Group Co. (Nasdaq:
MHGC) -- http://www.morganshotelgroup.com/-- which is widely  
credited with establishing and developing the rapidly expanding
boutique hotel sector, owns and operates Morgans, Royalton and
Hudson in New York, Delano and The Shore Club in Miami, Mondrian
in Los Angeles and Scottsdale, Clift in San Francisco, and
Sanderson and St Martins Lane in London.  MHG has other property
transactions in various stages of completion including projects in
Miami Beach, Florida, and Las Vegas, Nevada, and continues to
vigorously pursue its strategy of developing unique properties at
various price points in international gateway cities in the United
States, Europe, South America, Asia and around the world.

                   About DLJ Merchant Banking

DLJ Merchant Banking Partners is a private equity investor that
has a 21-year record of investing in leveraged buyouts and related
transactions across a broad range of industries.  DLJMB, with
offices in New York, London and Los Angeles, is part of Credit
Suisse's Alternative Investments business, one of the largest
alternative asset managers in the world, with $108 billion of
assets under management.  AI, which is part of Credit Suisse's
Asset Management business, is comprised of a diverse family of
funds, including private equity, leveraged buyouts, mezzanine,
real estate, secondary funds and fund of funds, as well as the
businesses covering hedge funds, leveraged loan and collateralized
debt obligation investment programs, core real estate funds, and
quantitative investment and volatility management products.

                      About Hard Rock Hotel

Headquartered in Las Vegas, Nevada, Hard Rock Hotel, Inc. --
http://www.hardrockhotel.com/-- owns and operates the Hard Rock  
Hotel & Casino in Las Vegas, Nevada, which is located one mile
east of the Las Vegas Strip.

                          *     *      *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating, on Hard Rock Hotel Inc.  The
ratings withdrawal follows the report that substantially all of
the tenders and consents from the holders of the company's
outstanding $140 million 8.875% second-lien notes due 2013 have
been received.


HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2007-OPT1 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Option One Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by HSBC Bank USA, National Association.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by the subordination, excess
spread, and overcollateralization.  The ratings also benefit from
both the interest-rate swap and interest-rate cap agreements, both
provided by Wachovia Bank, National Association.  Moody's expects
collateral losses to range from 5.7% to 6.2%.

Option One Mortgage Corporation will service the mortgage loans
and CitiMortgage, Inc. will act as master servicer to the mortgage
loans. Moody's has assigned Option One its servicer quality rating
of SQ1 as a servicer of subprime mortgage loans.

These are the rating actions:

   * HSI Asset Securitization Corporation Trust 2007-OPT1

   * Mortgage Pass-Through Certificates, Series 2007-OPT1

                      Class I-A, Assigned Aaa
                      Class II-A-1, Assigned Aaa
                      Class II-A-2, Assigned Aaa
                      Class II-A-3, Assigned Aaa
                      Class II-A-4, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class M-7, Assigned Baa1
                      Class M-8, Assigned Baa2
                      Class M-9, Assigned Baa3
                      Class M-10,Assigned Ba1

The Class M-10 Certificates are being offered in a privately
negotiated transaction without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A and, in
the case of certain certificates, under Regulation S.


HSI ASSET: Moody's Rates Class M-7 Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by HSI Asset Loan Obligation Trust 2007-WF1
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated,
fixed-rate, alt-a mortgage loans acquired by HSBC Bank USA,
National Association.  The ratings are based primarily on the
credit quality of the loans and on protection against credit
losses by a subordination, excess spread, and
overcollateralization.  The ratings also benefit from the
interest-rate cap agreement provided by Bear Stearns Financial
Products Inc.  Moody's expects collateral losses to range from
2.70% to 2.90%.

Wells Fargo Bank, N.A. will service the loans and CitiMortgage,
Inc. will act as master servicer.  Moody's has assigned Wells
Fargo its servicer quality rating of SQ1 as a servicer of prime
mortgage loans.

These are the rating actions:

   * HSI Asset Loan Obligation Trust 2007-WF1

   * Mortgage Pass-Through Certificates, Series 2007-WF1

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class A-4, Assigned Aaa
                      Class A-5, Assigned Aaa
                      Class A-6, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A3
                      Class M-5, Assigned Baa1
                      Class M-6, Assigned Baa3
                      Class M-7, Assigned Ba1


IBAC CORPORATION: Royal Arkansas Hotel to Cease Operations
----------------------------------------------------------
IBAC Corporation, majority owner of The Royal Arkansas Hotel &
Suites, will cease operations effective immediately.

"This is a tremendously sad day for the company, and for our loyal
employees who have so well served this property," Wayne Burmaster,
chief operating officer and president of IBAC Corporation, said.

"Although there are no definitive plans for the Hotels future, the
company will review all options to financially liquidate its
position in the property.  The decision to cease operations was
made after company executives visited the property last week and
determined that the financial projections for 2007 do not meet the
company's required criteria for an ongoing operation."

IBAC Corporation has held a majority ownership position in The
Royal Arkansas Hotel & Suites since 2004.

IBAC Corporation (IBCX.PK) -- http://www.ibaccorp.com/-- is a New  
York-based holding company operating through its subsidiaries
within the Resort, Hotel, Food Service & Restaurant industries.  
IBAC now has operations in Florida, Tennessee & Arkansas.


INCYTE CORP: Sept. 30 Balance Sheet Upside-Down by $66.1 Million
----------------------------------------------------------------
Incyte Corp. delivered its financial results for the quarter ended
Sept. 30, 2006, to the Securities and Exchange Commission.

Incyte reported a $15,838,000 net loss on $7,268 of total revenues
for the three months ended Sept. 30, 2006, versus a $30,210,000
net loss on $1,228,000 of total revenues for the three months
ended Sept. 30, 2005.

Management reports that the decline in net loss is primarily
attributable to higher revenue related to the Pfizer collaboration
and lower research and development expenses related to the timing
of our clinical trial activities.

At Sept. 30, 2006, the company's balance sheet showed $464,886,000
in total assets and $531,036,000 in total liabilities, resulting
in a stockholders' deficit of $66,150,000.  Stockholders' deficit
stood at $19,397,000 at Dec. 31, 2005.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1993

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development  
company with a growing pipeline of oral compounds to treat HIV,
inflammation, cancer and diabetes.


INDEVUS PHARMA: Sept. 30 Balance Sheet Upside-Down by $124 Million
------------------------------------------------------------------
Indevus Pharmaceuticals, Inc., filed its annual financial
statements for the year ended Sept. 30, 2006, with the Securities
and Exchange Commission.

The company reported a $50,554,000 net loss on $50,452,000 of
total revenues for the year ended Sept. 30, 2006, versus a
$53,218,000 net loss on $33,336,000 of total revenues for the year
ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed $92,307,000
in total assets and $216,637,000 in total liabilities resulting in
a stockholders' equity of $124,637,000.  At Sept. 30, 2005, the
deficit was $115,142,000.

Management discloses that the company continues to experience
losses and to use substantial amounts of cash in operating
activities.  The company will be required to conduct significant
development and clinical testing activities for the products it is
developing and these activities are expected to result in
continued operating losses and use of cash for the foreseeable
future.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1995

Based in Lexington, Massachusetts, Indevus Pharmaceuticals, Inc.
-- http://www.indevus.com/-- acquires, develops, and markets  
biopharmaceutical products.  The company, instead of developing
new drugs based on its neuroscience research, buys drug rights
from other pharmaceutical developers.


IRIDIUM OPERATING: Wants to Extend Plan Filing Period to July 14
----------------------------------------------------------------
Iridium Operating LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend,
until July 14, 2007, their exclusive period to file a chapter 11
plan of reorganization.  The Debtors also ask the Court to extend
until Sept. 9, 2007, the period within which they have the
exclusive right to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on July 21, 2006, the
Debtors sold substantially all of their assets, valued at
$5 billion, to Iridium Satellite, LLC, for $25 million in
December 2000.  Iridium Satellite is in no way connected to the
Debtors.  The Official Committee of Unsecured Creditors sued
Motorola for $8 billion, in July 2001, alleging ten different
causes of action.  Motorola is Iridium's principal investor.  The
lawsuit is still pending.

The Debtors signed a settlement with The Chase Manhattan Bank and
the rest of their senior secured lenders resolving a suit
commenced by the Creditors Committee in the Debtors' behalf,
seeking to avoid liens on $154.6 million of the Debtors' assets.  
The Bankruptcy Court has approved the Settlement Agreement.  The
U.S. District Court for the Southern District of New York affirmed
the decision after Motorola appealed the Bankruptcy Court's
decision.  Motorola has brought the issue to the U.S. Court of
Appeals for the Second Circuit.

Mr. Marcus told the Court that the preference litigation is
largely completed and the Debtors were able to recover $18 million
as a result of 275 cases filed.

Mr. Marcus argues that extensions are warranted to maintain the
status quo, and to allow Debtors, the Committee, and the Lenders
to implement the Proposed Settlement once the Motorola appeals and
the claims against Motorola are resolved.

                    About Iridium Operating

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.  On August 19, 1999, some holders
of Iridium's senior notes filed an involuntary chapter 11 petition
(Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and its
subsidiary Capital Corp.  At that time, the Debtors were highly
leveraged with $3.9 billion in secured and unsecured debt.  On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.  William J.
Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer, Cutler &
Pickering represent the Debtors in their restructuring efforts.
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP represent
the petitioning creditors: Magten Partners, Wall Financial
Investments (USA) Ltd., and Canyon Capital Advisors LLC, as Fund
Manager for The Value Realization Fund, L.P.  Bruce Weiner
Rosenberg, Esq., at Musso & Weiner, LLP, represent the Official
Committee of Unsecured Creditors.


JACUZZI BRANDS: Buyout Prompts Fitch's Ratings Withdrawal
---------------------------------------------------------
Fitch Ratings has withdrawn the 'B' issuer default rating,
'BB/RR1' asset-based revolving credit facility rating and 'B+/RR3'
senior secured notes rating on Jacuzzi Brands, Inc. after its
acquisition by affiliates of private equity firm Apollo Management
L.P. and the retirement of 99.9% of the senior secured notes,
which was completed by a successful tender offer.  The senior
secured notes amounted to essentially all of the debt at JJZ.

JJZ had been on Rating Watch Negative pending the outcome of the
acquisition.


JARDEN CORP: Offering $400 Million of Senior Subordinated Notes
---------------------------------------------------------------
Jarden Corporation intends to offer, subject to market and other
conditions, $400 million aggregate principal amount of Senior
Subordinated Notes due 2017, with:

   * Lehman Brothers Inc. and Citigroup Global Markets Inc. will
     act as joint book-running managers;

   * Goldman, Sachs & Co., CIBC World Markets Corp. and ABN AMRO
     Incorporated as senior co-managers; and

   * BNY Capital Markets, Inc., NatCity Investments, Inc.,
     SunTrust Capital Markets, Inc. and Wachovia Capital Markets,
     LLC as co-managers for Jarden's notes offering.

The offering is being made pursuant to Jarden's effective shelf
registration statement filed with the Securities and Exchange
Commission on Feb. 2, 2007.

Jarden intends to use the net proceeds to tender for all of its
9-3/4% Senior Subordinated Notes due 2012, to pay down a portion
of its outstanding term loan under its senior credit facility and
for general corporate purposes, including the funding of capital
expenditures and potential acquisitions.

When available, a prospectus supplement relating to this proposed
offering may be obtained from:

     Lehman Brothers Inc.
     High Yield Capital Markets
     745 Seventh Avenue, 4th Floor,
     New York, NY 10019
  
               or

     Citigroup Global Markets Inc.
     c/o Prospectus Department
     140 58th Street
     Brooklyn, NY 11220

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

                           *     *     *

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

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


JPMORGAN AUTO: Fitch Rates $2.9 Mil. Asset-Backed Certs. at  BB
---------------------------------------------------------------
Fitch expects to rate JPMorgan Auto Receivables Trust 2007-A
asset-backed securities as:

   -- $132,000,000 class A-1 5.3436% asset-backed notes 'F1+';
   -- $154,000,000 class A-2 5.30% asset-backed notes 'AAA';
   -- $84,000,000 class A-3 5.19% asset-backed notes 'AAA';
   -- $53,900,000 class A-4 5.19% asset-backed notes 'AAA';
   -- $11,280,000 class B 5.33% asset-backed notes 'A';
   -- $11,280,000 class C 5.51% asset-backed notes 'BBB'; and
   -- $2,940,000 7.09% asset-backed certificates 'BB';

The securities issued from the owner trust structure are backed by
a pool of retail installment sales contracts secured by new and
used automobiles and light-duty trucks originated by MB Financial
Bank and NetBank.  The 2007-A transaction is the second auto loan
securitization issued by JPMART, a trust set up by JPMorgan Chase
Bank, N.A.

The ratings of the securities reflect the high quality of the
underlying retail installment sales contracts, available credit
enhancement, the sound legal and cash flow structure, and the
underwriting strength of MBFB and NetBank.

As of Jan. 1, 2007, the receivables consisted of $451 million in
loans to prime quality obligors.  MBFB and NetBank receivables
represent 67% and 33%, respectively, of the total receivables
balance.  The weighted average APR for the aggregate receivables
is 6.77%.  The weighted average original maturity of the pool is
63 months, and the weighted average remaining term is 48 months,
resulting in approximately fifteen months of seasoning.
Approximately 70% of the pool consists of loans secured by new
vehicles.

Initial CE consists of 6.01% for the class A notes, 3.51% for the
class B notes, 1.01% for the class C notes and 0.36% for the
certificates.

The owner trust structure allows for a versatile allocation of
total collections to the notes and certificates.  Monthly interest
is allocated first among the class A notes on a pro rata basis and
then sequentially to the class B and C notes and the certificates.
Interest payments on junior classes may be suspended if a more
senior class becomes undercollateralized.  Principal is allocated
sequentially until target enhancement levels are reached, at which
point distribution of principal is pro rata among the securities.


LEHMAN XS: Moody's Rates Class M11 Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Lehman XS Trust 2007-2N and ratings ranging
from Aaa to Ba1 to subordinate certificates in the deal.

The securitization is backed by IndyMac Bank, F.S.B., Residential
Funding Company, LLC, and Countrywide Home Loans, Inc. originated,
adjustable-rate, alt-a mortgage loans acquired by Lehman Brothers
Holdings Inc.  The ratings are based primarily on the credit
quality of the loans and on protection against credit losses by
subordination, excess spread, and overcollateralization.  Moody's
expects collateral losses to range from 1.1% to 1.3%.

IndyMac Bank, F.S.B., Residential Funding Company, LLC, and
Countrywide Home Loans Servicing will service the mortgage loans
and Aurora Loan Services LLC will act as master servicer to the
mortgage loans.  Moody's has assigned IndyMac its servicer quality
rating of SQ2 as a servicer of prime mortgage loans.  Moody's has
assigned Aurora its servicer quality rating of SQ1- as a master
servicer of mortgage loans.

These are the rating actions:

   * Lehman XS Trust 2007-2N

   * Mortgage Pass-Through Certificates, Series 2007-2N

                    Class 1-A1A,Assigned Aaa
                    Class 1-A1B,Assigned Aaa
                    Class 1-AX, Assigned Aaa
                    Class 2-A,  Assigned Aaa
                    Class 2-AX, Assigned Aaa
                    Class 3-A1, Assigned Aaa
                    Class 3-A2, Assigned Aaa
                    Class 3-A3, Assigned Aaa
                    Class 3-AX, Assigned Aaa
                    Class M1, Assigned Aaa
                    Class M2, Assigned Aa1
                    Class M3, Assigned Aa1
                    Class M4, Assigned Aa2
                    Class M5, Assigned Aa3
                    Class M6, Assigned A1
                    Class M7, Assigned A2
                    Class M8, Assigned A3
                    Class M9, Assigned Baa1
                    Class M10,Assigned Baa2
                    Class M11,Assigned Ba1

The Class M-11 Certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


LONGVIEW POWER: Moddy's Rates $1.1 Bil. Senior Facilities at Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Longview
Power, LLC's $1.1 billion senior secured credit facilities,
including $900 million in term and construction loans, a
$100 million revolver, and a $100 million synthetic letter of
credit facility.

The outlook is stable.

Along with $930 million of equity, proceeds of the term and
construction loans will be used to help finance the construction
of a $1.8 billion coal-fired power plant.  The revolver will be
available to fund working capital needs while the synthetic LC
will be used to fulfill the debt service reserve requirement upon
substantial completion and post LCs to the project's
counterparties.  The Ba3 rating reflects the strong economics of
the project, driven by low variable costs.  Supported by the
significant equity commitment, projected operating company
financial metrics are robust for a single-asset merchant plant
despite the high capital costs.

According to Moody's analyst Aaron Freedman, these fundamental
strengths offset multiple risks, related to both construction and
operations, though most of these are adequately mitigated while
few are very significant on their own.

Longview will be a 695 MW supercritical pulverized coal-generating
station with an 8,600 Btu/kWh heat rate located in Maidsville,
West Virinia, just south of the Pennsylvania border and
approximately 70 miles south of Pittsburgh.  The project sponsor
is a fund managed by First Reserve, a private equity firm
specializing in energy industry investments.  The developer is
GenPower LLC.  

The plant will have a five year, 300 MW power purchase agreement
with PPL Energy Plus for energy and capacity, with the balance of
its capacity and energy expected to be sold on a merchant basis in
PJM's wholesale energy and capacity markets.  The project's very
low variable costs are expected to result in around the clock
dispatch.  

The project will be constructed by Aker Kvaerner Songer, with
equipment including the turbine island supplied by Siemens North
America and the boiler supplied by Foster Wheeler pursuant to a
separate fixed price, date certain engineer-procure-construct
contracts wrapped by a coordination agreement.  

Aker Kvaerner SA and Siemens North America will provide a joint
and several guarantee of their subsidiaries pursuant to the
coordination agreement, including performance and liquidated
damages.  The boiler design incorporates a first-of-its kind
design innovation intended to improve efficiency and reduce
operating costs.  Coal is expected to be provided by an adjacent
mine through a long term supply contract; currently, however, only
half of the facility's expected demand has been secured with a
binding letter of intent.  Water supply will be provided from
water pumped from nearby flooded mines and treated by a non-profit
joint-venture to which Longview is a party.  The water treatment
process, which involves a novel application of existing
technology, has reportedly garnered environmental support for the
project.

Moody's has identified project strengths and weaknesses:

   * Strengths or Opportunities

      -- Robust projected financial metrics at the operating    
         company are supported by significant equity contribution,
         including potential additional debt issued by an
         intermediate holding company.

      -- With good economics resulting from low variable costs,
         the project is expected to dispatch whenever available.

      -- Efficient design with a heat rate up to 10% lower than
         new conventional sub-critical plants results in lower
         fuel requirements and emissions, while the relatively
         large boiler allows greater use of cheaper, unwashed
         coal.

      -- Located adjacent to a coal mine that is expected to
         provide a long-term source of low cost, high quality
         fuel, helping to reduce transportation and coal washing
         costs relative to alternatives and resulting in a
         delivered cost 30% lower on a BTU basis.

      -- Additional locational advantages include proximity to the
         Monongahela River, which provides access to alternative
         sources of fuel and a potential backup water supply, a
         limestone quarry 10 miles away, and a nearby ash
         landfill.

      -- 300 MW PPA locks in energy and capacity prices for 43% of      
         the project's 695 net capacity for five years with an
         investment grade counterparty.  Capacity payments
         commence June 1, 2011, but energy payments do not
         commence until Jan.1, 2012, ten months after scheduled
         substantial completion.

      -- Long-term firm transmission rights have been secured to
         various nodes in PJM, assuring access to PJM's well
         established, transparent, and liquid wholesale energy
         market.  PJM is projected to demonstrate continued growth
         in demand and a reduction in reserve margins, helping to
         sustain an expected robust pricing environment.

      -- Adequate construction risk mitigants include a joint-and-
         several guarantee provided by experienced, reputable
         contractors of their obligations under the fixed-price,
         date-certain EPC contract, adequate liquidated damages,
         and a reasonable provision for contingencies in the
         construction budget.

      -- Financing and corporate documentation will provide
         standard project lender protections and effective ring-
         fencing, including a waterfall, a conservative restricted
         payments test, and dividend limitations, with a 100% cash
         sweep after restricted payments that is expected to
         result in rapid debt paydown under the sponsor's base
         case scenario.

   * Weaknesses or Risks:

      -- Merchant risk, particularly in the first year of
         operation, exposes the project to potential wholesale
         power market volatility.

      -- PJM's new capacity market price setting mechanism is
         unproven and could produce lower than expected capacity
         revenues, though these are not expected to account for a          
         significant portion of the project's total revenues.

      -- High capital costs, due in part to use of supercritical
         technology.

      -- Prospect of a significant amount of additional leverage
         at the holding company could reduce the rate of senior
         debt paydown and increase refinancing risk, though the
         potential impact is limited by deep structural
         subordination and the expectation that interest on the
         holding company debt will either be equity funded or
         become payment-in-kind if the operating company's
         conservative restricted payments test is not met.

      -- Significant portion of the equity commitment is provided
         by an unrated entity, albeit one with ample financial
         resources.  No bank LC backstops this portion of the
         equity, which is not expected to be provided until midway
         through construction.  Failure to provide the equity
         could result in an insufficiency of funds to complete
         construction.

      -- Developer's lack of significant experience with coal
         plants could increase risk of change orders, cost
         overruns, and operational challenges.

      -- Construction risk -- this is a complex, greenfield
         project with new technology.  Additionally, the debt
         service reserve fund LC will not be issued until
         substantial completion is reached, which could cause
         liquidity problems in the event of a delay in completion.

      -- Already high projected water supply costs could
         potentially exceed expectations due to uncertainties
         relating to the cost of pumping and treatment of water in
         sufficient quantities to meet expected demand.

      -- Coal costs could potentially exceed expectations due to
         issues related to the ability of the adjacent mine that
         is the expected source of supply to produce sufficient
         quantities of coal to supply the plant's full
         requirements at projected cost levels.  Alternative
         sources of fuel are expected to be significantly more
         costly.

      -- Absence of signed operating agreement could result in
         higher operating and maintenance costs than currently
         projected.  Operating risks are potentially higher than
         normal due to the project's unproven boiler technology.

      -- With just a single turbine and boiler, the project has
         single asset risk, which could leave it exposed under the
         PPA in the event of an unscheduled outage during a high
         price period.

      -- Uncertainty regarding the effect of potential
         environmental regulations on costs for emissions
         allowance credits or the level of capital spending that
         may be necessary to achieve compliance.

      -- Despite the cash sweep, the project remains heavily
         levered at final maturity under certain downside
         scenarios, which could expose lenders to refinancing risk

      -- With interest rate hedges expected to expire in the first
         quarter of 2012, the project will be exposed to interest
         rate risk.

Longview Power LLC is a bankruptcy-remote entity whose sole
purpose will be to construct, own, and operate the coal facility,
which will be located in Maidsville, West Virginia.


MAJESCO ENT: Gui Karyo Appointed as Operations Executive VP
-----------------------------------------------------------
The Board of Directors of Majesco Entertainment Company appointed
Gui Karyo to serve as the company's Executive Vice President,
Operations and entered into an employment agreement, dated Jan.
31, 2007, with Mr. Karyo.

Under the Agreement, Mr. Karyo is entitled to a base salary of
$250,000 per calendar year and, at the discretion of the Board
and based on meeting certain corporate and personal goals,  is
eligible to receive an annual cash bonus of up to 50% of his base
salary.

The agreement also provides that Mr. Karyo may participate in the
company's long term incentive plan.  The company also awarded Mr.
Karyo 300,000 shares of restricted stock which restrictions lapse
as to 100,000 share increments on each of Jan. 31, 2008, Jan. 31,
2009 and Jan. 31, 2010.   

Further, under the agreement, in the event that Mr. Karyo's
employment is terminated without cause, or due to disability or
resignation for good reason, the company shall continue to pay
Mr. Karyo's base salary then in effect for twelve months following
the date of termination on a regular payroll basis.

In addition, in the event that his employment is terminated
without cause, or due to his resignation for good reason, and such
event occurs within twelve months following a change of control
of the company, then Mr. Kayo shall be entitled to receive the
severance payment in a single lump sum in lieu of the payroll
basis described above.  In the event of a termination without
cause, or resignation for good reason, all restrictions on the
restricted stock shall lapse as of the date of termination.

From August 2000 to September 2004, Mr. Karyo worked at Marvel
Entertainment, Inc., most recently serving as Marvel's President
of Publishing, Executive Vice President of Operations and Chief
Information Officer.

Before Marvel, Mr. Karyo served as Chief Technology and Chief
Operating Officer for Lyrrus, Inc., a technology start-up that
produced electronic hardware and software products for computer-
based music education.  Since September 2004, Mr. Karyo has acted
as a freelance consultant for various companies in the digital
media, technology and entertainment industries.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Goldstein Golub Kessler LLP in New York, NY, expressed substantial
doubt about Majesco Entertainment Company's ability to continue as
a going concern after auditing the company's financial statements
for the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's net losses.


MALDEN MILLS: Withdraws $1 Million Bonus Plan for Five Executives
-----------------------------------------------------------------
Malden Mills Industries Inc. has dropped the almost $1 million
incentive plan following the objections from a bankruptcy trustee
and some creditors, calling the bonuses excessive, the Associated
Press reports.

According to AP, the company modified on Jan. 10, 2007, the
original incentive deal by limiting eligibility for bonuses to
five executives and leaving out company directors.

CEO Michael Spillane told AP that the company vacated the proposal
since it had become a distraction in the overall bankruptcy and
Malden Mills' plans for restructuring under new ownership.  Under
the original proposal, Mr. Spillane would receive a $312,244
bonus.

The company reportedly had offered to reward Mr. Spillane and four
other executives with bonuses totaling $990,000, provided they
achieve to sell the business between $35 million and $45 million.  
The bonuses were made as incentives to retain the executives with
the company and maximize the sale price, AP relates.

Headquartered in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and  
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company previously filed for chapter 11 protection on Nov. 29,
2001 (Bankr. Mass. Case No. 01-47214).

The company and four of its affiliates filed for their second
chapter 11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos.
07-10048 through 07-10052).  Laura Davis Jones, Esq., and Michael
Seidl, Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub,
PC, represent the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets between
$1 million to $100 million and estimated debts of more than $100
million.  The Debtors' exclusive period to file a chapter 11 plan
expires on May 10, 2007.


MERRILL LYNCH: DBRS Confirms Low-B Ratings on 6 Class Certificates
------------------------------------------------------------------
Dominion Bond Rating Service finalized the provisional ratings
on January 29, 2007, of these classes of Merrill Lynch Financial
Assets Inc., Series 2007-Canada 21's Commercial Mortgage Pass-
Through Certificates:

   -- Class A-1 at AAA
   -- Class A-2 at AAA
   -- Class XP-1 at AAA
   -- Class XP-2 at AAA
   -- Class XC at AAA
   -- Class B at AA
   -- Class C at A
   -- Class D at BBB
   -- Class E at BBB (low)
   -- Class F at BB (high)
   -- Class G at BB
   -- Class H at BB (low)
   -- Class J at B (high)
   -- Class K at B
   -- Class L at B (low)

The XP and XC balances are notional.  The trends are Stable.

The collateral consists of 41 fixed-rate loans secured by 52
multi-family, mobile home parks and commercial properties. The
pool has a total loan balance of $385,187,829.  DBRS inspected
90.1% of the pool by loan balance. Based on DBRS's site
inspections, 10% of the sampled properties are considered to have
excellent property quality and 11.5% of the sampled properties to
have above-average property quality.  The pool demonstrates low
likelihood of mid-term default with no loan having DBRS stressed
term DSCR below 1.2x.

Twenty-two loans, representing 65.2% of the pool, provide for
full or partial recourse to the loan sponsors. The collateral
properties are predominantly located in urban locations.  DBRS
shadow-rates two loans, representing 3.7% of the pool, investment
grade.  The investment-grade shadow-rated loans indicate the long-
term stability of the underlying assets.  The shadow-rated
investment-grade ratings assigned by DBRS are:

   -- Maxxam Portfolio - BBB
   -- IGA Notre Dame - BBB (high)

Although the pool is heavily concentrated, with the top ten
loans representing 52.4% of the pool balance, the largest
loan, representing 11.1% of the pool, are secured by multiple
properties, which adds diversity to the pool. Eight loans,
representing 16.0% of the pool, have a DBRS-stressed loan-to-value
greater than 90%.  Two loans are secured by hotels and one loan is
secured by a retirement home, both property types are considered
more volatile.

The pool weighted-average DBRS-stressed term debt service coverage
ratio is 1.36x, the weighted-average DBRS-stressed refinance DSCR
is 1.28x.  The DBRS-stressed LTV is 80.6%.


MICHAELS STORES: Reports Solid Same-Store Holiday Sales
-------------------------------------------------------
Michaels Stores Inc. had solid same-store sales growth and
significantly improved margin performance during the holidays as
it continues its focus on improving overall profitability and
further strengthening financial returns.

The same-store sales statistic is used in retail industry
analysis.  It compares sales of stores that have been open for a
year or more.  This statistic allows investors to determine what
portion of new sales has come from sales growth and what portion
from the opening of new stores.  This analysis is important
because, although new stores are good, a saturation point -- where
future sales growth is determined by same store sales growth --
eventually occurs.

Same-store sales for the nine weeks ended Dec. 30, 2006, increased
by 1.2% and total sales increased 4.2% over the corresponding
period of FY 2005.  

Strong December same-store sales increase of 3.7% over the prior
period were offset by early November sales softness, primarily due
to changes to the Company's Veteran's Day promotion.  Domestic
Michaels Stores' same-store sales for the combined November and
December holiday selling season were strongest in the Northeast,
Southwest, and Southeast regions of the country.  The best
performing categories included Framing, Impulse, General Crafts,
and Christmas.  

Quarter-to-date merchandise margins increased by 240 basis points
due to ongoing product sourcing initiatives, improved seasonal
sell-through, and, enhancements to pricing and promotion
execution.

For the remainder of the quarter, the company will continue to
focus on profitability, which includes eliminating a lower profit
custom framing promotional offer during the month of January.  The
company currently expects same-store sales for the comparable 13
weeks of the fourth quarter of fiscal 2006 to increase by 0.5%
over the same period last year.  

Total sales for the 14-week fiscal 2006 fourth quarter are
expected to increase 7.5%, including 4.5% for growth from the
additional week in fiscal 2006 over the 13-week fiscal 2005 fourth
quarter.  

Merchandise margins are expected to be up approximately 300 basis
points for the fourth quarter of fiscal 2006 over the prior year
period, which included certain accounting items, and Michaels
Store expects to generate net cash provided by operating
activities of nearly $240 million for the quarter.  Based on
expected fourth quarter sales performance, improved gross margins
and strong operating cash flows, the company is estimating a year-
end debt level of approximately $3.875 billion, a reduction of
$325 million during the fourth quarter.

For FY 2006, full year same-store sales are expected to increase
by 0.2% and total sales are expected to increase 5%, with 1.5% of
the increase attributable to the 53rd week.

                       About Michaels Store

Headquartered in Irving, Tex., Michael's Stores Inc, operates the
largest chain of craft superstores in North America with 1085
stores located in the U.S. and Canada.  As of Jan. 16, 2007, the
company owns and operates 923 Michaels stores in 48 states and
Canada, 165 Aaron Brothers stores, 11 Recollections stores, and
four Star Wholesale operations.  Revenue for the 12 months ending
July 29, 2006, was $3.7 billion.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service affirmed Michaels Stores' B2 Corporate
Family Rating.  Moody's also assigned a Caa1 rating to a
$250 million issue of junior subordinated discount notes.


MORGAN STANLEY: Fitch Holds B- Rating on $8.4 Mil. Class J Certs.
-----------------------------------------------------------------
Fitch upgrades Morgan Stanley Capital, Inc.'s commercial mortgage
pass-through certificates, series 1997-WF1:

   -- $5.6 million class G to 'AAA' from 'AA+'.

In addition, Fitch affirms these classes:

   -- Interest-only class X-1 at 'AAA';
   -- $10.6 million class C at 'AAA';
   -- $28 million class D at 'AAA';
   -- $33.6 million class F at 'AAA';
   -- $8.4 million class H at 'BBB+'; and
   -- $8.4 million class J at 'B-'.

Fitch does not rate the $11.2 million class E and the $2.9 million
class K.  The class A-1, A-2, B, and X-2 certificates have paid in
full.

The upgrades are a result of additional paydown since Fitch's last
rating action which has resulted in increased credit enhancement.
The transaction also benefits from the full defeasance of the
largest loan in the deal.  As of the January 2007 distribution
date, the pool's aggregate collateral balance has been reduced
80.6%, to $108.6 million from $559.2 million at issuance.  54.6%
of the remaining balance is scheduled to mature within the next
twelve months.

There is currently one loan in special servicing.  The loan is
secured by a retail property located in Reno, Nevada.  The loan
matured on Feb. 1, 2007 and was recently transferred to the
special servicer.  The loan remains current for monthly principal
and interest payments.  The property is 100% occupied and
performing, however there are environmental issues affecting the
borrower's effort to refinance the property.  The special servicer
is in the process of investigating the environmental concerns.


MORGAN STANLEY: Fitch Holds Junk Rating on $10 Mil. Class M Certs.
------------------------------------------------------------------
Fitch Ratings affirmed Morgan Stanley's commercial mortgage pass-
through certificates, series 1998-HF2:

   -- $415.6 million class A-2 'AAA';
   -- Interest only class X 'AAA';
   -- $52.9 million class B 'AAA';
   -- $52.9 million class C 'AAA';
   -- $58.2 million class D 'AAA';
   -- $21.2 million class E 'AAA';
   -- $23.8 million class F 'AA-';
   -- $18.5 million class G 'A-';
   -- $10.6 million class H 'BBB+';
   -- $21.2 million class J 'BB+';
   -- $10.6 million class K 'BB'; and
   -- $15.9 million class L 'B-'.

The $10.6 million class M remains at 'CCC/DR3'.  Fitch does not
rate the $0.6 million class N certificates.

The rating affirmations are the result of stable pool performance
since Fitch's last rating action.  As of the January 2007
distribution report, the pool's aggregate certificate balance has
been reduced 33% to $712 million from $1.1 billion at issuance.
Since issuance twenty-eight loans have defeased.

Currently there are 14 Fitch Loans of Concern, including the third
largest loan in the transaction.  The Regal Business Center is
comprised of nine buildings totaling 1,133,761 square feet of
industrial/warehouse space in Arlington, Texas.  The servicer
reported combined occupancy for the Center is 66% as of January
2007.


NBTY INC: Earns $51 Million in 2007 First Fiscal Quarter
--------------------------------------------------------
NBTY, Inc.'s net sales increased $51 million, or 11%, to
$506 million in the fiscal first quarter 2007, ended Dec. 31,
2006, compared with $455 million for the fiscal first quarter
ended Dec. 31, 2005.

Net income for the fiscal first quarter ended Dec. 31, 2006,
increased 122% to $51 million, compared with $23 million for
the fiscal first quarter ended Dec. 31, 2005.
    
The increase in net income for the fiscal first quarter
reflects:

   -- sales increase of $51 million along with an increase in
      total gross profit margin to 51% from 46%;

   -- greater overall manufacturing efficiencies;

   -- significant reduction in SG&A costs as a percentage of sales
      and a decrease in interest expense.
    
NBTY remains focused on controlling costs.  During the 2007
first quarter, SG&A costs decreased as a percentage of sales to
30% from 32% in the same quarter of 2006.  On Dec. 31, 2006,
NBTY had working capital of $422 million and total assets of
$1.4 billion.
    
Net sales for the Wholesale/US Nutrition division, which markets
Nature's Bounty, Sundown and Solgar brands, increased $22 million
or 10% to $247 million in the first quarter of 2007, from
$224 million for the same quarter in 2006.  Gross profit for
the Wholesale operation increased to 40%, compared with 32%
in the first quarter of 2006.  Product returns for the 2007
fiscal first quarter were $5 million, compared with $11 million
for the first quarter of 2006.  

The net sales increases are primarily due to a higher level of
promotional activity, which are expected to continue throughout
the entire fiscal year.  As US Nutrition offered a mix of better
selling products, NBTY experienced improved product placement on
customer shelves.  This had the effect of increasing sales and
reducing returns.
    
The Wholesale/US Nutrition division continues to utilize
valuable consumer preference sales data generated by the NBTY's
Vitamin World retail stores and Puritan's Pride Direct
Response/E-Commerce operations to empower its wholesale
customers with this latest information.  The Vitamin World
stores are effectively used as a laboratory for new ideas and
have become a significant tool for determining and monitoring
consumer preferences.  This information, as well as scanned
sales data from the Vitamin World stores, is shared with NBTY's
wholesale customers.
    
While the North American Retail division's net sales decreased
$3 million, or 6%, to $55 million in the first quarter of
2007, compared with $58 million for the fiscal first quarter
ended Dec. 31, 2005, the operation achieved its fourth
consecutive quarter of profitability.  Same store sales for
Vitamin World increased 2% for the fiscal first quarter ended
Dec. 31, 2006.  Vitamin World closed a total of four
underperforming stores and opened one new store during the
fiscal first quarter.  

At the end of the fiscal first quarter of 2007, the North
American Retail division operated a total of 566 stores with 473
stores in the United States and 93 in Canada.  In addition, 19
under-performing stores will be closed during the remainder of
fiscal 2007.
    
Net sales from Direct Response/Puritan's Pride operations
for the fiscal first quarter ended Dec. 31, 2006 increased
$19 million, or 56% to $52 million from US$33 million for the
comparable prior period.  The net sales increase reflects a
strong consumer response to a highly promotional catalog offered
in this quarter.  This promotional program proved very effective
as Puritan's Pride received 137,000 more orders than in the
prior like quarter, a 31% increase, and the average order size
increased to $85 as compared with $66.  Puritan's Pride varies its
promotional strategy throughout the fiscal year.  Therefore, in
less promotional quarters, Puritan Pride would anticipate lower
results.  Puritan's Pride historical results reflect this pattern
and should therefore be viewed on an annual and not quarterly
basis.
    
Online sales increased to 36% of total Direct Response/E-
Commerce sales.  Puritan's Pride views the Internet as the
future driver of growth and is incorporating new technologies to
expand this business.  NBTY remains the leader in the direct
response and e-commerce sectors and continues to increase the
number of products available via its catalog and Web sites.
    
"We are pleased by the record revenue and profitability attained
in this quarter.  These increases reflect the success of our
ongoing initiatives to further drive sales, increase market
share, enhance profitability and expand our premier leadership
position within the industry.  We continue to strive to grow the
business while controlling costs and increasing long-term
shareholder value and remain confident in the long-term outlook
for NBTY," NBTY chairperson and chief executive officer Scott
Rudolph said.

Headquartered in Bohemia, New York, NBTY, Inc. (NYSE: NTY) --
http://www.NBTY.com/-- manufactures, markets and distributes  
nutritional supplements in the United States and throughout the
world.  As of Sept. 30, 2005, it operated 542 Vitamin World
and Nutrition Warehouse retail stores in the United States,
Guam, Puerto Rico, and the Virgin Islands.

                        *    *    *

NBTY Inc.'s 7-1/8% Senior Subordinated Notes due 2015 carry
Moody's Investors Service's Ba3 rating and Standard & Poo's B+
rating.


NORTEL NETWORKS: Will Lay Off 2,900 Employees Globally
------------------------------------------------------
Nortel Networks Corp. has outlined the next steps of its
previously announced Business Transformation plan, designed to
complement growth initiatives by increasing its global
competitiveness and achieving double-digit operating margins.

During the course of 2007 and into 2008, Nortel is expected to
implement a net reduction of its global workforce by approximately
2,900 positions, with about 70% taking place in 2007.

In addition, the company plans to shift approximately 1,000
positions from higher-cost to lower-cost locations, with
approximately 40% of this activity will take place in 2007.  These
reductions will not affect sales positions in targeted growth
areas.

"We are transforming Nortel, and are focused on building a highly
competitive organization that drives innovation and profitable
growth," Nortel president and chief executive officer Mike
Zafirovski said.

"In early 2006, Nortel laid the foundations of its Business
Transformation plan, and we provided additional details and
specific targets for our new business model at the time of our
third quarter 2006 results and at the Nov. 15, 2006, Investor
Conference."

The business model requirements include a significant reduction in
general and administrative expenses, driven by simplified
operations, reduced systems and improved processes.

In addition, R&D investment will continue to be a top priority and
though reduced, will be maintained at an industry-competitive 15%
of total revenues.

Funding will shift and increase significantly Nortel's investment
in high-growth opportunities.  Plans to increase the company's
investment in sales and other customer-facing functions remain
unchanged by today's announcement.

"These are tough but necessary measures, and we recognize the
impact they will have on affected employees," Mr. Zafirovski
added.

"However, as we roll-out the various initiatives over the next two
years, every effort will be made to leverage normal attrition and
re-deploy affected employees to other areas of the company.

"Our goal is nothing short of creating a high-performance,
successful and profitable enterprise based on a highly motivated
work environment powered by strong business results."

Nortel will deliver additional cost savings by efficiently
managing its various business locations and consolidating real
estate requirements to reduce its global real-estate portfolio by
over 500,000 square feet of space in 2007.

Upon completion, these actions are expected to deliver
approximately $400 million in annual savings, with approximately
half of savings expected to be realized in 2007.

The cost of these actions could be as high as $390 million, about
$300 million of which relates to the workforce reductions and
about $90 million to the real estate actions.

Approximately 75% of these costs are expected to be recorded as
charges to the income statement in 2007 with most of the remainder
to be recorded as charges in 2008.

The expected cash cost of the plan could be as high as
$370 million and is expected to be incurred generally in the same
timeframe.  However, with the concerted effort to re-deploy
affected employees to other parts of the company, the costs could
be lower.

Where appropriate, planned workforce reductions will be subject to
information and consultation requirements with employee
representatives.

                   Estimated Preliminary Results
             For Fourth Quarter Operating Performance

Fourth quarter 2006 revenues are expected to be approximately
$3.26 billion, up 8.8% from $3 billion for the same period in
2005.

Gross margin in the quarter is expected to be slightly above 40%
of revenue, with a strong contribution from the LG joint venture
and CDMA, up from 39.4% in the fourth quarter of 2005.  Spending
(SG&A and R&D) for the fourth quarter of 2006 is expected to be
flat to slightly higher than for the same period last year.

Cash at Dec. 31, 2006, was approximately $3.50 billion, up about
$900 million from Sept. 30, 2006.  This includes approximately
$300 million of gross proceeds from the sale of certain assets and
liabilities of the UMTS Access business to Alcatel-Lucent.

Nortel expects to report its operating and financial performance
for the fourth quarter and full year 2006 in the second half of
February 2007, in conjunction with the filing of the Annual Report
on Form 10-K.

"I am pleased with the progress made in 2006, and with the strong
performance Nortel delivered towards the end of the year," Mr.
Zafirovski said.  "Nortel is committed to our short and long-term
plans, and we are beginning to see the desired results."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NORTEL NETWORKS: Board Sets Shareholders' Meeting on May 2
----------------------------------------------------------
The board of directors of Nortel Networks Corporation called the
annual and special meeting of shareholders to be held on May 2,
2007 in Ottawa, Ontario.  The board of directors set the close of
business on March 9, 2007 as the record date for determining the
shareholders of Nortel Networks Corporation entitled to receive
notice of the Meeting.  Details of the location, time and agenda
for the Meeting will be included in the Nortel Networks
Corporation proxy circular and proxy statement.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


OPTION ONE: Moody's Rates Class M-11 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Option One Mortgage Loan Trust 2007-1 and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Option One Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Option One Mortgage Acceptance Corporation.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by the subordination, excess
spread, and overcollateralization.  The ratings also benefit from
both the interest-rate swap and interest-rate cap agreements, both
provided by Lehman Brother Special Financing Inc.  Moody's expects
collateral losses to range from 6.35% to 6.85%.

Option One Mortgage Corporation will service the mortgage loans.
Moody's has assigned Option One its servicer quality rating of SQ1
as a servicer of subprime mortgage loans.

These are the rating actions:

   * Option One Mortgage Loan Trust 2007-1

   * Asset-Backed Certificates, Series 2007-1

                     Class I-A-1,  Assigned Aaa
                     Class I-A-2,  Assigned Aaa
                     Class II-A-1, Assigned Aaa
                     Class II-A-2, Assigned Aaa
                     Class II-A-3, Assigned Aaa
                     Class II-A-4, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class M-10,Assigned Ba1
                     Class M-11,Assigned Ba2

The Class M-10 and Class M-11 Certificates are being offered in a
privately negotiated transaction without registration under the
1933 Act.  The issuance was designed to permit resale under Rule
144A and, in the case of certain certificates, under Regulation S.


PACIFIC LUMBER: Can Use Lenders' Cash Collateral Until Feb. 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted, on an interim basis, Pacific Lumber and its debtor
affiliates, with the exception of Scotia Pacific Company LLC,  
to continue using cash collateral in which LaSalle Bank National
Association, LaSalle Business Credit, LLC and Marathon Structured
Finance Fund, L.P., assert an interest in, through and including
Feb. 23, 2007, pursuant to a budget that is acceptable to the
Lenders.

As of February 6, 2006, the Debtors have not filed a revised
budget with the Court.

The Debtors may also use Cash Collateral to the extent reasonably
necessary to pay expenses incurred to preserve their assets from
sudden and catastrophic loss and to preserve life and property in
the event of any fire, environment incident or other
extraordinary event.

The Court will convene a hearing on February 22, 2007, to
consider the Debtors' continued use of cash collateral.

As reported in the Troubled Company Reporter on Feb. 1, 2007, the
Court gave the Debtors authority to use the cash collateral until
Feb. 9, 2007.  On Feb. 5, 2007, the Debtors filed with the Court a
proposed Further Interim Order, seeking interim authority to use
cash collateral through Feb. 23, 2007.

                    Creditors Committee Objects

The Official Committee of Unsecured Creditors complained that
certain provisions in the Further Interim Order are over-reaching
and should not be approved by the Court.

The Committee opposed the grant of replacement liens in favor of
the PALCO Lenders.

Maxim B. Litvak, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in San Francisco, California, the proposed counsel
for the Committee, asserted that replacement liens are supposed to
"replace" the PALCO Lenders' prepetition collateral with
postpetition collateral of the same type as their prepetition
collateral.  Because the PALCO Lenders' prepetition collateral
did not and could not include avoidance actions under Chapter 5
of the Bankruptcy Code, no basis exists to include those assets
within the scope of the PALCO Lenders' replacement liens, Mr.
Litvak maintained.

Thus, the Committee opposed any provision in the Further Interim
Order that effectively gives away PALCO's Avoidance Actions to
the PALCO Lenders or otherwise grants the PALCO Lenders a broader
lien on PALCO's assets than those Lenders had prepetition.

The Committee asserted that an order approving the Debtors'
request should provide that replacement liens granted in favor of
the PALCO Lenders would have the same validity that existed with
the PALCO Lenders' prepetition liens.

The Committee asked the Court to rule that it be furnished copies
of all financial reports to be provided to the PALCO Lenders
under the Further Interim Order.

                       About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in   
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 4, http://bankrupt.com/newsstand/or   
215/945-7000).


PACIFIC LUMBER: California State Agencies Want Cases Transferred
----------------------------------------------------------------
The California Resources Agency, the California Department of
Forestry and Fire Protection, the California Department of Fish
and Game, the California Wildlife Conservation Board, the
California Regional Water Quality Control Board, North Coast
Region, and the State Water Resources Control Board ask the U. S.  
Bankruptcy Court for the Southern District of Texas to transfer
and change the venue of Pacific Lumber and its debtor-affiliates'
bankruptcy cases to the United States Bankruptcy Court for the
Northern District of California, Oakland Division.

The California State Agencies also ask the Court to schedule an
expedited hearing to consider their request on Feb. 15, 2007.

The California State Agencies have regulatory authority over the
Debtors' activities related to timber harvesting and other
activities that may impact the environment in California.

Thus, the California State Agencies must be very active and
vigilant in the Debtors' bankruptcy proceedings to ensure that
the Debtors comply with Section 959(b) of the Judiciary and
Judicial Procedures code and applicable federal and state laws,
Tiffany Yee, Esq., at the Office of the Attorney General, in San
Francisco, California, avers.

The facts show that the Debtors manufactured venue through the
formation of Scotia Development LLC as a limited liability
company in Corpus Christi, Texas, Ms. Yee asserts.  Based on a
review of pleadings filed in the Debtors' case so far, Scotia
Development has no significant business activity or purpose.  
Moreover, Scotia Development apparently has no need for the use
of cash collateral.

"In short, Scotia Development is a mere shell created to allow
(the) Debtors to file bankruptcy in a forum distance from its
regulators and creditors," Ms. Yee says.  "Its creation was
calculated to provide its affiliates with a hook to file in [the
Corpus Christi] Court rather than in the California Bankruptcy
Court."

Ms. Yee argues that the Debtors' actions in manufacturing venue
constitute bad faith and blatant forum shopping, which should not
be countenanced by the Court.

Ms. Yee maintains that venue is not proper under Section 1408(2)
of the Judiciary and Judicial Procedures Code when venue has been
manufactured.

In the alternative, the California State Agencies ask the Court,
in the interest of justice or for the convenience of parties, to
transfer the venue under Section 1412 of the Judiciary and
Judicial Procedures Code.

Ms. Yee argues that the facts supporting the venue transfer under
Section 1412 are compelling:

   * A number of creditors and potential creditors are located in
     Northern California;

   * Most witnesses would be located in California;

   * Five of the six Debtors reside in California, with four of
     the six residing in Oakland, Alameda County, California,
     where the Oakland Division of the Bankruptcy Court for the
     Northern District of California is situated;

   * The timberland that is the Debtors' main asset is located in
     Northern California;

   * The Debtors' operations are regulated under the California
     laws;

   * About 65 of the Debtors' 88 critical vendors reside in
     California, while only one resides in Texas;

   * The Debtors list only one creditor in their List of 20
     Largest Creditors that resides in Texas, while 17 of them
     reside in California; and

   * While Scotia Development is nominally listed as a moving
     party, none of the Debtors' First Day Motions seek any
     significant relief for Scotia Development.

As most of the creditors reside in Northern California, it would
be more efficient for the Debtors' estate and fair to the
parties-in-interest if the cases were transferred, Ms. Yee
emphasizes.

The Debtors have asserted that their operations have been
negatively impacted by the continued regulatory constraints by
California State Agencies having regulatory authority over their
activities related to timber harvesting.  This strongly suggests
that the Debtors might attempt to use the bankruptcy forum as a
vehicle to relieve themselves of their regulatory obligations,
Ms. Yee points out.

                        About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in   
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 4, http://bankrupt.com/newsstand/or   
215/945-7000).


PERFORMANCE TRANSPORT: Clear Thinking Named Liquidation Trustee
---------------------------------------------------------------
Clear Thinking Group, LLC, and Joseph E. Myers have been named
Liquidation Trustee in the Leaseway Motorcar Transport Co.
bankruptcy case.  The appointment became effective with the
confirmation of the company's Chapter 11 Plan of Reorganization
by the U.S. Bankruptcy Court, Western District of New York, on
Jan. 26, 2007.

Under terms of the engagement, Mr. Myers and staff from Clear
Thinking Group's Creditors Rights Practice will take all actions
consistent with the duties and responsibilities of the Liquidation
Trustee, as outlined in the Liquidation Trust Agreement.  Such
actions will include, but not be limited to, handling the wind-
down of Leaseway Motorcar's estate, the prosecution of claims and
the disbursement of funds to general unsecured creditors.

                   About Clear Thinking Group

Clear Thinking Group -- http://www.clearthinkinggrp.com/--  
provides a wide range of strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies.  The national advisory organization
specializes in assisting small- to mid-sized companies during
times of growth, opportunity, strategic change, acquisition, and
crisis.

                About Performance Transportation

Based in Wayne, Michigan, Performance Transportation Services,
Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or  
215/945-7000)

The Court confirmed the Debtors' plan on Dec. 21, 2006.  That plan
became effective on Jan. 29, 2007.


PHH ALTERNATIVE: Moody's Rates Class I-M-4 Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by PHH Alternative Mortgage Trust, Series
2007-1, and ratings ranging from Aa2 to Ba1 to the mezzanine
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
Alt-A mortgage loans acquired and originated by Bishop's Gate
Residential Mortgage Trust and PHH Mortgage Corporation.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization
and excess spread for Group I.  Moody's expects collateral losses
to range from 1% to 1.2%.

PHH Mortgage Corporation will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's has assigned
Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
primary servicer of prime loans.

These are the rating actions:

   * PHH Alternative Mortgage Trust, Series 2007-1

   * Mortgage Pass-Through Certificates, Series 2007-1

                     Class I-A-1, Assigned Aaa
                     Class I-A-2, Assigned Aaa
                     Class I-A-3, Assigned Aaa
                     Class I-M-1, Assigned Aa2
                     Class I-M-2, Assigned A2
                     Class I-M-3, Assigned Baa2
                     Class I-M-4, Assigned Ba1


PHH MORTGAGE: Fitch Assigns Low-B Ratings on $600,206 Certificates
------------------------------------------------------------------
PHH Mortgage Capital LLC mortgage pass-through certificates,
series 2007-1, are rated by Fitch as:

   -- $141,048,360 classes A-1, A-2, A-5, R-I, and R-II and A-3,
      A-4, A-6, and A-7 'AAA';

   -- $6,752,315 privately offered class B-1 'AA';

   -- $900,309 publicly offered class B-2 'A';

   -- $525,180 publicly offered class B-3 'BBB';

   -- $300,103 privately offered class B-4 'BB'; and,

   -- $300,103 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6%
subordination provided by the 4.50% privately offered class B-1,
0.6% publicly offered class B-2, 0.35% publicly offered class B-3,
0.2% privately offered class B-4, 0.2% privately offered class
B-5, and 0.15% privately offered class B-6.  

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1-' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 252 one- to four-family conventional,
fixed-rate mortgage loans secured by first liens on residential
mortgage properties.  As of the cut-off date, the mortgage pool
has an aggregate principal balance of approximately $150,051,447,
a weighted average original loan-to-value ratio of 71.68%, a
weighted average coupon of 6.310%, a weighted average remaining
term of 358 months, and an average balance of $595,442.  The loans
are primarily located in California, New Jersey and Florida.

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


PORTRAIT CORP: Takes Major Steps in Reorganization Process
----------------------------------------------------------
Portrait Corporation of America, Inc. has completed two major
milestones in its reorganization process.

"The company has delivered its Plan of Reorganization and
Disclosure Statement to the Bankruptcy Court and has finalized a
new contract with Wal-Mart," reported David Alexander, PCA's
Chairman and CEO.  "We are pleased to announce these significant
steps toward emerging as a reorganized and restructured company.  
Both the contract with Wal-Mart and our Plan of Reorganization are
foundational building blocks for the future of a new PCA."

In addition, the company disclosed that as part of its
reorganization PCA will be closing its 500 lowest performing
studios.  "The closure of these unprofitable studios and the
subsequent workforce reductions are a very difficult but necessary
part of restoring the company to financial success," stated Mr.
Alexander.  While approximately 1,200 positions will be eliminated
across the company, many of these associates will be offered
opportunities in other studios or departments.  After the studio
closures, PCA will continue to operate over 2,000 studios in North
America and Europe.

PCA's new agreement with Wal-Mart will become effective as soon as
approved by the Court.  "The revised contract terms reflect our
on-going partnership with Wal-Mart and provide significant
benefits for PCA's turnaround efforts," Mr. Alexander stated.

                     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.


PPM AMERICA: Moody's Junks Rating on $448 Million Class A-1 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on notes issued in
1999 by PPM America High Yield CBO I, a high yield collateralized
bond obligation issuer:

   * The $448,800,000 Class A-1 Senior Secured Floating Rate
     Notes, Due 2011.

      -- Prior Rating: B2, on watch for possible downgrade
      -- Current Rating: Caa3

The rating action reflects the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of speculative grade corporate bonds, the occurrence of
asset defaults and par losses, and the continued failure of
certain collateral and structural tests, according to Moody's.

As reported in the December 2006 trustee report:

   -- the overcollateralization ratio was 35.734%, well below the
      transaction's trigger level of 110%,

   -- the interest coverage ratio for the Class A notes was
      85.81%, below the transaction's trigger level of 158.5%,

   -- the interest coverage ratio for the Class B notes was 46.8%,
      below the transaction's trigger level of 110%, and

   -- the diversity score for the portfolio was 10.8, below the
      transaction's trigger level of 40.


PT HOLDINGS: Wants April 20 as General Claims Bar Date
------------------------------------------------------
PT Holdings Company, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Washington to fix
April 20, 2007, as the deadline for creditors to file Proofs of
Claim, pursuant to Rule 3003(c)(3).

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--   
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.


QWEST COMMUNICATIONS: Pays $46.5 Million Settlement to CalSTRS
--------------------------------------------------------------
The California State Teachers' Retirement System has reached a
settlement of $46.5 million with Qwest Communications
International, Inc.  The lawsuit accused the telecommunications
firm of misrepresenting its financial well being by artificially
inflating its stock price in 2001, leading to financial
restatement and shareholder losses in excess of $1.6 billion.  As
part of the settlement, former Qwest CEO Joseph Nacchio will pay
$1.5 million to settle CalSTRS claims against him.

"We pursued this case not only to recover losses to the fund that
directly affect the financial futures of our members, but to
reinforce our commitment to good corporate governance for the
benefit of all shareholders," said Jack Ehnes, CalSTRS chief
executive officer.  "Our members rely on us to act in their best
interest as stewards of the fund, and we will continue to take
action in the boardroom or in the courtroom to ensure that the
companies in which we invest are held accountable for their
conduct."

The Qwest settlement included $45 million from Qwest, its
accountants and banks, and $1.5 million from former Qwest CEO
Joseph Nacchio.  Represented by Cotchett, Pitre, Simon & McCarthy
of Burlingame, California, CalSTRS opted out of federal class
action lawsuits against both companies to pursue and to maintain
control over its own cases in California state courts.

"By filing suit in California state courts, it is estimated that
CalSTRS was able to recover approximately 30 times what it would
have received had it participated in the federal class actions as
a class member," Mr. Ehnes continued.

The Qwest case included the settlement of claims against Citigroup
Global Markets, Lehman Brothers, J.P. Morgan Securities Inc., Bank
of America Securities LLC, Merrill Lynch & Co., and Arthur
Anderson LLP.

CPS&M was the lead counsel joined with Girard Gibbs LLP of San
Francisco to prosecute the Qwest case.

With a $157.8 billion investment portfolio, the California State
Teachers' Retirement System is the second-largest public pension
fund in the United States.  It provides retirement, disability and
survivor benefits to California's nearly 800,000 public school
educators from kindergarten through community college.

                           About Qwest

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides high-speed  
Internet, data, video and voice services.  With approximately
40,000 employees, Qwest is committed to the "Spirit of Service"
and providing world-class services that exceed customers'
expectations for quality, value and reliability.

At Sept. 30, 2006, the company's balance sheet showed
$21.114 billion in total assets and $23.690 billion in total
liabilities, resulting in a $2.576 billion stockholders' deficit.
The company had a $2.826 billion deficit at June 30, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services raised the corporate credit
ratings on Denver, Colorado-based telecommunications carrier Qwest
Communications International Inc. and incumbent local exchange
carrier subsidiary Qwest Corp. to 'BB' from 'BB-', and affirmed
the short-term credit rating on Qwest Communications at 'B-1'.  
The outlook is stable.


RAAC SERIES: Moody's Cuts Rating on Class B-1 Certificates to B2
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from RAAC Series 2004-SP2 Trust.  The underlying
collateral consists of seasoned fixed-rate, first lien mortgage
loans.

The action is attributed to upwardly revised loss expectations
relative to diminished available subordination.  Subordination
levels have declined due to lower than anticipated recovery rates
on previously liquidated collateral.

These are the rating actions:

   * RAAC Series 2004-SP2 Trust

      -- Class M-3, downgraded to Ba2, previously Baa2
      -- Class B-1, downgraded to B2, previously Ba2


RESOURCE AMERICA: Earns $4.4 Million in Quarter Ended Dec. 31
-------------------------------------------------------------
Resource America, Inc. reported $4.4 million of net income on
$24 million of revenues for the first fiscal quarter ended
Dec. 31, 2006, compared with $7.7 million of net income on
$17.2 million of revenues for the same period ended Dec. 31, 2005.

Assets under management increased to $13.6 billion at Dec. 31,
2006, from $8.6 billion at Dec. 31, 2005, an increase of
$5 billion.

Operating income, before depreciation and amortization, was
$10 million for the first fiscal quarter ended Dec. 31, 2006, as
compared to $6.5 million for the first fiscal quarter ended
Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed
$703.8 million in total assets, $505.2 million in total
liabilities, and $198.6 million in total stockholders' equity.

                       About Resource America

Headquartered in Philadelphia, PA, Resource America Inc.
(NASDAQ: REXI) -- http://www.resourceamerica.com/-- is a  
specialized asset management company that uses industry specific
expertise to generate and administer investment opportunities for
its own account and for outside investors in the financial fund
management, real estate and commercial finance sectors.

                           *     *     *

Moody's Investors Service placed Resource America Inc.'s senior
unsecured rating at Caa1.


RIM SEMICONDUCTOR: Posts $16 Million Net Loss in Year Ended Oct 31
------------------------------------------------------------------
Rim Semiconductor Company reported a $16 million net loss on
$61,699 of revenues for the year ended Oct. 31, 2006, compared
with a $4.7 million net loss on $39,866 of revenues for the year
ended Oct. 31, 2005.

The increase in revenues was due to an increase in the number and
value of license agreements for distribution of the feature length
film "Step into Liquid" in foreign markets.

No revenues were recorded in connection with the company's  
semiconductor business for the 2006 and 2005 periods.

The increase in net loss was primarily the result of higher
selling, general and administrative costs, interest costs, higher
amortization of deferred financing costs, and higher amortization
of technology license and capitalized software development fees,
partially offset by lower research and development expense, a gain
on the forgiveness of the Zaiq note, and income from the sale of
the Embarq trademark.  

In addition, the company recorded a $1 million impairment charge
in fiscal 2005 to reduce the carrying value of the film to zero in
the company's balance sheet.

                             Zaiq Note

The Zaiq Note refers to the $2,392,000 Zaiq Technologies Inc. note
entered into in April 2005 that was originally due and payable in
April 2007.  On Dec. 20, 2005, the company repurchased the Zaiq
Note and 499,854 shares of the company's common stock held by Zaiq
for an aggregate purchase price of $129,789.  The Zaiq shares that
was repurchased have been accounted for as treasury stock, carried
at cost, and reflected as a reduction to stockholders' equity.  
The remaining principal and accrued interest of $1,292,111 on the
Zaiq Note was canceled resulting in a gain of $1,169,820.

Also, during the year ended October 31, 2006, the company
recognized income of $200,000 from the sale to an unrelated third
party of the company's rights to the "Embarq" trademark in the
United States, Puerto Rico and U.S. possessions and territories.

At Oct. 31, 2006, the company's balance sheet showed $10 million
in total assets and $11.5 million in total liabilities, resulting
in a $1.5 million total stockholders' deficit.

The company's balance sheet at Oct. 31, 2006, also showed strained
liquidity with $2.4 million in total current assets available to
pay $10 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?198d

                      About Rim Semiconductor

Headquartered in Portland, Oregon, Rim Semiconductor Company
(OTC BB: RSMI) -- http://www.rimsemi.com/ -- is developing  
advanced transmission technology products to enable data to be
transmitted across copper telephone wire at speeds and over
distances that exceed those offered by leading DSL technology
providers.

These technology products are currently available for evaluation
and testing in field programmable gate array but have yet to be  
mass-produced in application-specific standard part form.

In April 2000, the company's NV Entertainment subsidiary entered
into a joint venture production agreement to produce a feature
length film, "Step Into Liquid".  The company owns a 50% interest
in the joint venture.


SACO I: Moody's Rates Class B-4 Certificates at Ba1
---------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by SACO I Trust 2007-1, and ratings
ranging from Aaa to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by fixed-rate and adjustable-rate,
closed-end, subprime and Alt-A mortgage loans acquired by EMC
Mortgage Corporation.  The collateral was originated by SouthStar
Funding, LLC, Opteum Financial Services, LLC, HomeBanc Mortgage
Corporation, Silver State Financial Services, Inc., and various
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and a swap agreement.
Moody's expects collateral losses to range from 7.75% to 8.25%.

GMAC Mortgage, LLC, EMC Mortgage Corporation, and HomeBanc
Mortgage Corporation will service the loans, and Wells Fargo Bank,
N.A. will act as master servicer.  Moody's has assigned EMC its
servicer quality rating of SQ2 as a primary servicer of prime
loans and its top servicer quality rating of SQ1 as a primary
servicer of subprime loans.

These are the rating actions:

   * SACO I Trust 2007-1

   * Mortgage-Backed Certificates, Series 2007-1

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


SANMINA-SCI: Earns $28.2 Million in First Quarter Ended Dec. 30
---------------------------------------------------------------
Sanmina-SCI Corp. reported $28.2 million of net income on
$2.8 billion of net sales for the first quarter ended
Dec. 30, 2006, compared with a $17.4 million of net income on
$2.9 billion of net sales for the same period in 2005.

The increase in net income is primarily due to the $32.3 million
decrease in restructuring costs, partly offset by the
$6.2 million increase in selling, general and administrative
expenses, and the $10.4 million increase in interest charges.

At Dec. 30, 2006, the company's balance sheet showed
$6.5 billion in total assets, $4.2 billion in total liabilities,
and $2.3 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2006, are available for
free at http://researcharchives.com/t/s?198a

                             Cash Flows

Net cash used in operating activities was $10.2 million and
$66.2 million for the quarter ended Dec. 30, 2006, and
Dec. 31, 2005, respectively.  

Net cash provided by investing activities was $1.4 million and
$10.3 million for the quarter ended Dec. 30, 2006, and
Dec. 31, 2005, respectively.  Net cash provided by investing
activities in the first quarter of fiscal 2007 was primarily due
to $24.9 million in proceeds from sale of property, plant and
equipment offset by $19.1 million in purchase of additional
property, plant and equipment and payments of $4.1 million for
business acquired during the period.

Net cash provided by financing activities was $60.5 million and
$5.3 million for the quarter ended Dec. 30, 2006, and
Dec. 31, 2005, respectively.  Net cash provided by financing
activities for the first quarter of fiscal 2007 primarily related
to the issuance of the $600 million Senior Unsecured Term Loan
offset by $525 million of restricted cash deposited into an
irrevocable trust account for the satisfaction and discharge of
the 3% Notes due on March 15, 2007.

              $600 Million Senior Unsecured Term Loan

On Oct. 13, 2006, the company entered into a Credit and Guaranty
Agreement providing for a $600 million senior unsecured term loan
which matures on Jan. 31, 2008.  The company drew down the
$600 million term loan simultaneously with the closing of the
transaction.  A portion of the proceeds were used to effect the
satisfaction and discharge of the 3% convertible subordinated
notes.

As of Dec. 30, 2006, the company had no other term loans.

                      About Sanmina-SCI Corp.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a   
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings include
product design and engineering, test solutions, manufacturing,
logistics and post-manufacturing repair/warranty services.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Standard & Poor's Ratings Services left its BB- ratings on
Sanmina-SCI Corp. on CreditWatch with negative implications
because of delayed financial-statement filings.  The company has
filed required statements, but the ratings remain on CreditWatch,
reflecting concerns about the company's deteriorating
profitability levels, negative cash flow and weakening credit
protection measures.


SECURITY AVIATION: Hires Richmond & Quinn as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska gave Security
Aviation Inc. permission to employ Richmond & Quinn as its special
counsel, nunc pro tunc to Oct. 23, 2006.

Richmond & Quinn is expected to:

     a) perform all matters with respect to liability and other
        civil legal issues arising out of the L-39 aircraft
        accident occurring on or around Jan. 25, 2006;

     b) perform prepetition civil action commenced by Regional
        Protective Services and the Debtor against Air USA Inc.,
        Red Air Inc., Donald W. Krilin and Michael Vales, for
        unjust enrichment and wrongful repossession of four
        L-39 fighter jets; and

     c) provide advice and testimony regarding other legal matters
        involving aviation issues.

Marc G. Wilhelm, Esq., member of the firm, charges the Debtor at
$225 per hour for this engagement.  The firm's other professionals
bill:

     Professionals             Hourly Rate
     -------------             -----------
     Robert Richmond, Esq.        $195
     Paralegals                    $95

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

Mr. Wilhelm can be reached at:

     Marc g. Wilhelm, Esq.
     Richmond & Quinn
     Suite 200
     360 K Street
     Anchorage, Alaska 99501
     Tel: (907) 276-5727
     Fax: (907) 276-2953
     http://www.richmondquinn.com/

Headquartered in Anchorage, Arkansas, Security Aviation, Inc. --
http://www.securityaviation.biz/-- provides air charter services.  
The Debtor 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.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, it estimated assets between $10 million to $50 million
and debts between $1 million to $10 million.


SHAW COMMS: S&P Holds Low-B Ratings and Says Outlook is Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Calgary, Alberta-based cable TV operator Shaw
Communications Inc.  

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings and its 'B+'
preferred stock rating on the company.

"The revised outlook reflects our expectation for continued
improvement in Shaw's financial risk profile," said
Standard & Poor's credit analyst Madhav Hari.

Shaw has steadily reduced adjusted debt leverage, primarily from
steady growth in EBITDA, as debt reduction has been modest.

"The company's operating performance is expected to remain strong
in the near term, which should support additional improvement in
debt leverage and corresponding credit measures," Mr. Hari added.

Standard & Poor's recognizes Shaw's desire to maintain significant
financial flexibility, which precludes the company from committing
to specific debt reduction or debt leverage targets.  

Nevertheless, any potential upgrade to investment-grade in the
medium term will be based on Shaw's ability to sustain adjusted
debt leverage below 3x, with no substantial change to its business
risk profile from increased competition; to not borrow to sustain
its aggressive shareholder distributions; and to demonstrate
continued growth of EBITDA.  Any consideration for an upgrade will
also include a review of Shaw's financial policy.  

The ratings on Shaw Communications reflect the consolidated risk
profile of its subsidiaries, which comprise an investment-grade
cable operation and a weaker satellite business.  The solid
business risk profile of Shaw's cable operations is supported by
the strength of its sizable cable and Internet operations in
western Canada.  The company's satellite operations are not
material drivers and, therefore, have a neutral effect on the
overall ratings.

The outlook is positive.

Although Shaw's credit metrics should continue to improve in the
medium term, the pace of this improvement will depend partially on
the company's financial policy, in particular, its use of
discretionary free cash flow.  Shaw's ability to reduce adjusted
debt to EBITDA to below 3x with no material change to its business
risk profile due to competition could lead to an upgrade in the
medium term.  Should the company face a material deterioration in
operating performance, owing to an increase in competition or
slowdown in demand for Shaw's cable offerings, the outlook
could be revised to stable.


SONICBLUE INC: Files Amended Disclosure Statement in California
---------------------------------------------------------------
SONICBlue Inc. and its debtor-affiliates and the Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the Northern District of California an Amended
Disclosure Statement explaining their Chapter 11 Plan of
Liquidation.

                           Asset Sale

The Debtors discloses that substantially all of their assets have
already been sold to various purchasers and reduced to cash.  As
of Dec. 1, 2006, they have $78 million in funds, exclusive of
recoveries from preference actions.  Defendants in some preference
actions have agreed to pay at least $6 million to the Debtors as
settlements, including amounts to be collected from defendants'
claim distributions.

                       Overview of the Plan

The Plan provides for the substantive consolidation of the
Debtors.  The Debtors and the Committee expect the Plan to take
effect on March 31, 2007.

                        Treatment of Claims

Under the Plan, Administrative Claims, estimated at $1,830,500
plus an additional of approximately $1,000,000 of professional
fees that have been (i) differed for decision, (ii) denied without
prejudice, or (iii) not yet allowed or disallowed, will be paid in
full and in cash.

Priority tax claims totaling $146,000 will also be paid in full.

Secured claim estimated at $380,000 and other priority claims
estimated at $30,000 will be paid in full and in cash.

                       Senior Notes Claims

The Debtors tell the Court that Senior Notes claims, estimated at
$47 million, are claims arising from the 7-3/4% Senior Secured
Subordinated Convertible Debentures due 2005.  The holders of
these claims are:

    * Portside Growth & Opportunity Fund,
    * Smithfield Fiduciary LLC, and
    * Citadel Equity Fund Ltd.

Under the Plan, holders of Senior Note Claims will receive a pro
rata cash payment from the Net Remaining Assets.  In addition,
pursuant to the "Subordination Provisions" in the Junior Note
Indenture and Senior Note Indenture, the entire distribution of
the Net Remaining Assets that would otherwise be made to Holders
of Junior Note Claims will instead be paid to Senior Notes Claims
holders on a pro rata basis.

When creditors under this class has recovered an aggregate amount
equal to the Subordination Payment Amount, all additional
distributions on account of the Senior Notes Claims and Junior
Notes Claims will be paid to the Junior Notes Indenture Trustee
for distribution to holders of record of the Junior Notes as of
the Effective Date after payment.

                 General Unsecured Claims

Holder of General Unsecured Claims, estimated at $86 million, will
receive cash equal to their pro rata share from the Remaining
Assets.

                   Junior Notes Claims

Junior Notes Claims, estimated at $103 million, consists of all
Claims of U.S. Bank, N.A., arising out of the 5-3/4% Convertible
Subordinated Notes due 2003.  Under the plan, holders will receive
cash payment equal to the pro rata share of the Net Remaining
Assets.

The Debtors disclose that Senior Notes Claims, General Unsecured
Claims, and Junior Notes Claims, are projected to recover 33% of
their claims.

Holders of Convenience Class Claims, totaling $75,000, will
receive cash equal to 50% of their claims with a maximum payment
of $250.  The Debtors relate that members of this class also
include all holders of General Unsecured Claims with claims
totaling $500 or less and holders who agreed to reduce their
claims to $500.

Holders of Subordinated Unsecured Claims and Equity Interests will
get nothing under the Plan.

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

  http://www.researcharchives.com/bin/download?id=070207211637

                 Disclosure Statement Hearing

The Court has continued the hearing to consider the adequacy of
the Amended Disclosure Statement to 11:00 a.m. on Feb. 26, 2007.

                        About SONICblue

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  Craig A.
Barbarosh, Esq., at the LAw Offices of Pillsbury Winthrop,
represents the Debtors in their restructuring efforts.  Anne E.
Wells, Esq., and Craig M. Rankin, Esq., at Levene, Neale, Bender,
Rankin and Brill represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets totaling $342,871,000 and debts
totaling $335,473,000.


STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust 2007-BC1 and ratings ranging from Aa1 to Ba2
to the subordinate certificates in the deal.

The securitization is backed by BNC Mortgage, Inc, Option One
Mortgage Corporation, and Lehman Brothers Bank, FSB originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Lehman Brothers Holdings Inc.  The ratings are based primarily
on the credit quality of the loans and on protection against
credit losses by lender paid primary mortgage insurance provided
by Mortgage Guaranty Insurance Corporation and PMI Mortgage
Insurance Co.  

The ratings also benefit from subordination, excess spread,
overcollateralization, as well as the interest-rate swap agreement
and interest-rate cap agreements, both provided by Wachovia Bank,
National Association.  After taking into consideration the
coverage of the lender-paid mortgage insurance, Moody's expects
collateral losses to range from 4.25% to 4.75%.

JPMorgan Chase Bank, National Association, Option One Mortgage
Corporation, and Aurora Loan Services LLC will service the
mortgage loans and Aurora will act as master servicer to the
mortgage loans.  Moody's has individually assigned Option One and
JPMorgan its servicer quality rating of SQ1, both as servicers of
subprime mortgage loans.

These are the rating actions:

   * Structured Asset Securities Corporation Mortgage Loan Trust
     2007-BC1

   * Mortgage Pass-Through Certificates, Series 2007-BC1

                       Class A1, Assigned Aaa
                       Class A2, Assigned Aaa
                       Class A3, Assigned Aaa
                       Class A4, Assigned Aaa
                       Class A5, Assigned Aaa
                       Class A6, Assigned Aaa
                       Class M1, Assigned Aa1
                       Class M2, Assigned Aa2
                       Class M3, Assigned Aa3
                       Class M4, Assigned A1
                       Class M5, Assigned A2
                       Class M6, Assigned A3
                       Class M7, Assigned Baa1
                       Class M8, Assigned Baa1
                       Class M9, Assigned Baa2
                       Class B1, Assigned Ba1
                       Class B2, Assigned Ba2

The Class B-1 and Class B-2 Certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance of
these two classes has been designed to permit resale under Rule
144A.


SUPERIOR ESSEX: Will Acquire Nexans' China & Canadian Operations
----------------------------------------------------------------
Superior Essex Inc. has entered into definitive agreements to
acquire Nexans' remaining magnet wire operations in China and
Canada.

The transactions consist of the purchase of Nexans' 80% equity
ownership position in Nexans Tianjin Magnet Wire and Cables Co.
and the acquisition of key operating assets (including inventory
and property, plant and equipment) of Nexans' Simcoe Canada magnet
wire business.

While the purchase price for the transactions is subject to
adjustments, the company estimates the combined purchase price
will approximate $25 to $30 million in cash plus the assumption of
approximately $10 million in debt.  The transactions are subject
to customary closing conditions, including regulatory approvals
and compliance with the shareholder agreement with Nexans' Chinese
partner.  It is expected that the acquisitions will be completed
in the second quarter of 2007.

In the most recent fiscal year ended Dec. 31, 2006, total revenues
of the combined Simcoe and Tianjin operations were approximately
$150 million.

"The acquisition of Nexans' Tianjin, China equity position and of
the assets and operations in Canada is directly aligned with our
strategic objectives for our global Magnet Wire operations," said
Stephen M. Carter, chief executive officer of Superior Essex.
"First, both of these businesses are industry leaders in the
manufacture of continuous transformed cable (CTC) products, which
are used in high performance power generators and transformers.  
We believe CTC market demand will continue to be strong, driven by
the growing investment by public utilities in the power grid.
These businesses, when combined with our European CTC operations,
will make us a global leader in this growing product segment,"
continued Carter.

"Second, the Canadian acquisition follows in the footsteps of
previous industry consolidation actions in North America and is a
natural progression for our business, which should allow us to
leverage a larger asset, customer and technology base."

In addressing the Company's China operations, H. Patrick Jack,
president of Superior Essex's North American and Chinese Magnet
Wire Group said, "The Tianjin, China operations are well
established and thus will give us immediate scale in China.  We
believe the Tianjin business will be complementary to our Suzhou,
China magnet wire operations, which just began initial commercial
production."

                          About Nexans

Based in Paris, France, Nexans (NEX.PA) -- http://www.nexans.com/
-- manufactures and develops a wide variety of cables for almost
every industrial sector.  Nexans is present all over Europe, the
USA, Canada, Latin America, Morocco, and China.

                      About Superior Essex

Based in Atlanta, Georgia, Superior Essex Communications LLC
(NASDAQ: SPSX) -- http://www.superioressex.com/-- is a  
manufacturer and supplier of communications wire and cable
products to telephone companies, CATV companies, distributors and
systems integrators, and magnet wire and fabricated insulation
materials to major original equipment manufacturers, or OEMs, for
use in motors, transformers, generators and electrical controls
and, through its distribution operations, to OEMs and the motor
repair industry. The company also converts copper cathode to
copper rod for internal consumption and for sale to other wire and
cable manufacturers and OEMs.  The company currently operates
manufacturing facilities in the United States, the United Kingdom,
France, Germany, Portugal and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed the B2 Corporate Family Rating
for Superior Essex Communications LLC, as well as the B3 rating on
the company's $257.1 Million 9% Senior Unsecured Notes due 2012,
in connection with the implementation of its new Probability-of-
Default and Loss-Given-Default rating methodology for the U.S.
manufacturing sector.  Those debentures were assigned an LGD5
rating suggesting noteholders will experience a 76% loss in the
event of default.


SUPERIOR WHOLESALE: Fitch Rates $16MM Class D Certificates at BB+
-----------------------------------------------------------------
Fitch Ratings expects to rate the Superior Wholesale Inventory
Financing Trust 2007-AE-1 floating-rate asset-backed term notes:

   -- $823,600,000 class A 'AAA';
   -- $112,700,000 class B 'A+';
   -- $48,300,000 class C 'BBB+'; and
   -- $16,100,000 class D 'BB+'.

As in prior SWIFT trusts, the securitization will be backed by a
pool of loans made by GMAC LLC to retail automotive dealers
franchised by General Motors Corp. to finance new and used
vehicles inventories.  This will be the first dealer floorplan ABS
securitization issued by GMAC since the completion of the sale in
November 2006 of a 51% ownership interest to FIM Investors,
LLC - an investment vehicle formed by Cerberus Capital Management,
L.P., Aozora Bank Limited, Citigroup Inc., and PNC Financial
Services Group, Inc.

The class A, B, and C term notes will be issued publicly, while
the class D notes and certificates will initially be retained by
the seller. 2007-AE-1 will also issue class A floating-rate asset-
backed revolving notes with a maximum balance of $400 million.  
The certificates and the A-RN will not be rated by Fitch.  The
expected ratings on the notes will be based on the quality of the
underlying pool of receivables, available credit enhancement,
sound legal and cash flow structures including early amortization
triggers, and dealer and asset overconcentration limits.

Credit enhancement in SWIFT 2007-AE-1:

   -- 25.5% for the class A term notes;
   -- 18.5% for the class B term notes;
   -- 15.5% for the class C term notes; and
   -- 14.5% for the class D term notes.

Credit enhancement levels have increased compared with SWIFT XII.
Class A credit enhancement rose to 25.5% from 10.5%; class B
credit enhancement grew to 18.5% from 7.5%; class C credit
enhancement increased to 15.5% from 6.25%; and for the class D
notes, credit enhancement is 14.5% versus 5%.

The early amortization event related to a GM bankruptcy has been
modified in 2007-AE-1 to exclude a filing under Chapter 11 of the
U.S. Bankruptcy Code, whereas in prior SWIFT transactions, a
Chapter 11 filing was included.  An early amortization event
related to a GM filing under Chapter 7 of the U.S. Bankruptcy
Code, either voluntary or involuntary, remains.  

In addition, this early amortization event also includes the
cessation of operations by GM as an auto manufacturer or an
undertaking by GM to sell or liquidate all or substantially all of
its auto manufacturing assets or business, in either case after a
Chapter 11 filing.

Basis swaps will be incorporated into the structure to mitigate
basis risk between prime-based floorplan receivables and London
Interbank Offered Rate based notes.  The reserve fund will be
fully funded at closing at 1.5% and includes step-up features, all
consistent with SWIFT XII.

As of the initial cut-off date, the pool of accounts included in
SWIFT 2007-AE-1 contained 418 dealer accounts, with an aggregate
principal balance of approximately $1.82 billion.  New and used
vehicles represented 90.89% and 9.11%, respectively.  The average
principal balance of eligible receivables in each account was
approximately $3.73 million.

Loss experience for GMAC's U.S. wholesale portfolio has been
consistent.  In the years 2002-2004, recoveries exceeded losses,
while in 2005 and in the nine months ended Sept. 30, 2006, net
losses remained negligible.  Monthly payment rate performance has
also generally been consistent in recent years.

Since 2002, GMAC's U.S. wholesale portfolio's average MPR has
ranged between 35.3% and 45.8%; for the nine months ended
Sept. 30, 2006, the average MPR was 37.50%.  Dealer credit rating
distributions during the period 2001-2004 were fairly consistent;
however some migration of dealer ratings occurred in 2005 and 2006
where the Satisfactory category, the strongest, represented
decreased percentages of the dealer base, while the Limited
category, the next strongest, represented an increased percentage.
The dealers categorized as Programmed and No Credit, the weakest
categories, remained a consistent proportion of the dealer base.
Such credit rating migration, along with other portfolio metrics,
will continue to be monitored closely by Fitch.


TERWIN MORTGAGE: Moody's Rates Class B-5 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
notes issued by Terwin Mortgage Trust 2007-1SL and ratings ranging
from Aa2 to Ba1 to the subordinate notes in the deal.

The securitization is backed by various mortgage lender-originated
home equity lines-of-credit and closed-end second lien mortgage
loans acquired by Terwin Securitization LLC.  The rating on the
senior notes is based primarily on the note insurance policy
provided by Financial Security Assurance, Inc., whose insurance
financial strength is rated Aaa.  The senior notes also benefit
from protection agaist credit losses provided by subordination,
excess spread, and overcollateralization.  

The ratings on the subordinate notes and class G certificates are
based primarily on the credit quality of the loans and the
protection against credit losses provided by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest-rate swap agreement provided by Bear Stearns Financial
Products Inc.  Moody's expects collateral losses to range from
7.1% to 7.6%.

Specialized Loan Servicing LLC will service the mortgage loans and
LaSalle Bank National Association will act as master servicer.
Moody's has assigned SLS its servicer quality rating of SQ3 as a
servicer of second-lien mortgage loans.

These are the rating actions:

   * Terwin Mortgage Trust 2007-1SL

   * Asset-Backed Securities, Series 2007-1SL

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


THINKPATH INC: Patrick Power Resigns as Director
------------------------------------------------
Thinkpath Inc. reported that Patrick Power resigned as a director
of the company, which resignation was accepted in a resolution
adopted during the Feb. 2, 2007 meeting of the Board of Directors
of the company.

Mr. Power had also served on the company's Compensation and Audit
Committees.

Also during the Feb. 2, 2007 meeting of the Board of Directors,
Blair Taylor was appointed as a director of the company, to serve
as such until the next annual meeting of the shareholders of the
company for the purpose of filling the vacancy on the Board of
Directors created by Mr. Power's resignation.  It is expected that
Mr. Taylor also will serve on the company's compensation and audit
committees.

Since 2002, Blair Taylor has provided financial management and
consulting services to the Company through Taylor and Co. In
addition, Mr. Taylor served as a Director of the Company from 1999
to 2000.  Mr. Taylor was the Chief Administrative Officer of
Baystreetdirect.com from 2000 to 2001 and was Chief Financial
Officer of Phoenix Research and Trading Corporation from 1999 to
2000 where he also served as Director of Finance and Operations
from 1997 to 1999.

Mr. Taylor has held various senior positions with CIBC World
Markets from 1992 to 1997, including Managing Director, Global
Business Manager for Interest Rates and Managing Director,
Business Manager for Institutional Equities. He holds a Bachelor
of Mathematics from the University of Waterloo in Ontario, Canada
and is a member of the Canadian Institute of Chartered
Accountants.

                        About Thinkpath

Thinkpath Inc. -- http://www.thinkpath.com/-- is a global    
provider of technological solutions and services in engineering
knowledge management, including design, drafting, technical
publishing, and consulting.  Thinkpath enables corporations to
reinvent themselves structurally; drive strategies of innovation,
speed to market, globalization and focus in new and bold ways.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Schwartz Levitsky Feldman LLP, Chartered Accountants, in Toronto,
Ontario, Canada, raised substantial doubt about Thinkpath Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring losses from operations and negative working capital.


TRIARC COS: Declares Quarterly Cash Dividends Payment on March 15
-----------------------------------------------------------------
Triarc Companies, Inc. disclosed that the declaration of its next
regular quarterly cash dividend of $0.08 per share on its Class A
Common Stock and $0.09 per share on its Class B Common Stock,
Series 1.  The record date for the regular quarterly cash
dividends is March 1, 2007 and the payment date is March 15, 2007.

The Certificate of Designation for the Class B Common Stock
provides that the Class B Common Stock was entitled, through
Sept. 4, 2006, to receive regular quarterly cash dividends that
are at least 110% of any regular quarterly cash dividends that are
paid on the Class A Common Stock.  However, Triarc's Board has
previously determined that until June 30, 2007, the company will
continue to pay regular quarterly cash dividends at that higher
rate on the Class B Common Stock, if any regular quarterly cash
dividends are paid on the Class A Common Stock.  The Board has not
yet made any determination of the relative amounts of any regular
quarterly cash dividends that will be paid on the Class A Common
Stock and Class B Common Stock after June 30, 2007.

The Certificate of Designation for the Class B Common Stock also
provides that the Class B Common Stock is entitled to 1/10 vote
per share.  In addition, the Class B Common Stock is entitled to a
$0.01 per share preference in the event of any liquidation or
winding-up of Triarc and, after each share of Class A Common Stock
receives $0.01 per share, will share ratably with the Class A
Common Stock in the remaining assets of Triarc.  Neither the Class
B Common Stock nor Triarc's currently outstanding Class A Common
Stock are convertible into the other class of common stock.

As of Oct. 31, 2006, Triarc had 27,913,475 shares of Class A
Common Stock outstanding and 61,002,156 shares of Class B Common
Stock, Series 1, outstanding.

Triarc is a holding company and, through its subsidiaries, the
franchisor of the Arby'sr restaurant system, which is comprised of
approximately 3,500 restaurants. Of these restaurants, more than
1,000 are owned and operated by subsidiaries of Triarc. Triarc
also owns an approximate 64% capital interest, a profits interest
of at least 52% and approximately 94% of the voting interests in
Deerfield & Company LLC, a Chicago-based alternative asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with approximately $14.1
billion under management as of October 1, 2006.

                          *     *     *

As of Oct. 1, 2006, the company was not in compliance with the
original reporting requirements under a substantial number of the
underlying leases for the company's sale-leaseback obligations,
capitalized lease obligations and operating leases.  However, none
of its lessors has asserted that the company was in default of any
of these lease agreements and the company does not believe that
this non-compliance will have a material adverse effect on the
company's consolidated financial position or results of
operations.


TRIBUNE CO: Annual Stockholders' Meeting Scheduled on May 9
-----------------------------------------------------------
Tribune Company disclosed that its 2007 annual shareholders
meeting will be held at 11:00 a.m. on Wednesday, May 9, 2007, at
Tribune Tower, 435 North Michigan Avenue, Chicago, Ill.

Tribune also set March 14, 2007, as the record date for
determining shareholders of the company who are entitled to vote
at the meeting.

                         About Tribune Co.

Chicago, Ill.-based Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 daily newspapers including the Los Angeles Times,
Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                           *     *     *

On Oct. 5, 2006, Standard & Poor's Ratings Services lowered its
ratings on the class A and B units from the $75.795 million
Structured Asset Trust Unit Repackaging Tribune Co. Debenture
Backed Series 2006-1 to 'BB+' from 'BBB-'.  Concurrently, the
ratings were placed on CreditWatch with negative implications.

In September 2006, Fitch Ratings downgraded its ratings for
Tribune Co.'s $3.1 billion of outstanding senior unsecured and
subordinated debt as of June 25, 2006, and subsequently placed
them on Rating Watch Negative.

Affected ratings include the company's Issuer Default Rating
lowered to 'BB+' from 'BBB-', and Senior unsecured revolving
credit facility lowered to 'BB+'from 'BBB-'.


TRIBUNE CO: Tribune Publishing Names New President and Publisher
----------------------------------------------------------------
Tribune Publishing, a division of Tribune Company, has announced
that Digby A. Solomon Diez has been named president, publisher and
chief executive officer of Daily Press Inc., Newport News, Va.,
effective immediately.  He will lead the Daily Press, the
semi-weekly Virginia Gazette and all related operations.

"Digby brings a unique blend of talents to the role of publisher
of the Daily Press," said Kathleen M. Waltz, who oversees the
newspaper as a Tribune Publishing group vice president in addition
to her duties as publisher of the Orlando Sentinel.

"His leadership experience in print and interactive, and on both
the news and business sides of media, is a rare combination."

Mr. Solomon has served as publisher of Tribune's Spanish-language
daily newspaper, Hoy, since 2004.  Javier J. Aldape, Hoy editor
and vice president/product and audience development, has been
named Hoy's acting publisher.

After joining Tribune in 1990, Mr. Solomon spent more than seven
years at the Daily Press, serving as a reporter, assistant metro
editor, business editor and director/new media.  He also managed
the Daily Press's launch of online operations in 1992 as general
manager of Digital City Hampton Roads, in partnership with America
Online.

"I'm thrilled to be coming back home to the Peninsula and the two
organizations the region depends upon for its news -- the Daily
Press and The Virginia Gazette," Mr. Solomon said.  "We have great
people and great products, in print and online, with lots of
exciting plans to grow."

Before becoming publisher, Mr. Solomon served as vice
president/general manager of Hoy's Chicago edition, launched in
2003, and director/general manager of iExito!, a Spanish-language
predecessor published weekly by Chicago Tribune Company.

From 1999 to 2003, he served as general manager of Chicago Tribune
Interactive, overseeing chicagotribune.com, metromix.com and
ChicagoSports.com, and from 1998 to 1999, he was general
manager/interactive at the South Florida Sun-Sentinel.

At Daily Press Inc., Mr. Solomon succeeds Rondra J. Matthews, who
was appointed president, publisher, and chief executive officer of
Baltimore Sun Company in September.  Since then, Ernie Gates,
Daily Press vice president/editor, has also served as the
newspaper's acting publisher.

                         About Tribune Co.

Chicago, Ill.-based Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 daily newspapers including the Los Angeles Times,
Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                           *     *     *

On Oct. 5, 2006, Standard & Poor's Ratings Services lowered its
ratings on the class A and B units from the $75.795 million
Structured Asset Trust Unit Repackaging Tribune Co. Debenture
Backed Series 2006-1 to 'BB+' from 'BBB-'.  Concurrently, the
ratings were placed on CreditWatch with negative implications.

In September 2006, Fitch Ratings downgraded its ratings for
Tribune Co.'s $3.1 billion of outstanding senior unsecured and
subordinated debt as of June 25, 2006, and subsequently placed
them on Rating Watch Negative.

Affected ratings include the company's Issuer Default Rating
lowered to 'BB+' from 'BBB-', and Senior unsecured revolving
credit facility lowered to 'BB+'from 'BBB-'.


TRINSIC INC: Files for Chapter 11 Reorganization in S.D. Alabama
----------------------------------------------------------------
Trinsic Inc. filed for protection with the U.S. Bankruptcy Court
for the Southern District of Alabama under Chapter 11 of the U.S.
Bankruptcy Code on Feb. 7, 2007.  

Also filing for protection were four affiliated entities,
including Trinsic's principal operating subsidiary corporations,
Trinsic Communications Inc. and Touch 1 Communications Inc.  

The company plans to continue operating as debtor-in-possession
during its reorganization.  Under Chapter 11 of the Bankruptcy
Code, a management is generally allowed to continue operating the
debtor under court supervision.

                     $11 Million DIP Financing

Trinsic has entered into a Secured Super-Priority Debtor-In-
Possession Credit Agreement with Thermo Credit LLC.  Thermo Credit
has agreed to advance to Trinsic up to $11 million, subject to
certain limitations.  The advances will be secured by first
priority liens on all the company's assets.  Collections on
accounts receivable will be the primary source of repayment.

"In the past three years we've worked very hard to reduce our cost
structure to levels more consistent with the margins available in
a post-UNEP marketplace and we have made steady progress in this
regard," Trinsic chief executive officer Trey Davis said.  

"Nevertheless, regrettably, we must now take this step in order to
gain additional time and the legal means to further rationalize
our cost structure and protect our business and our customers. In
bankruptcy, Trinsic will seek the best possible long term outcome
for all of its constituents, including creditors, customers and
employees."

                              New CEO

The company's board of directors elected on Feb. 2, 2007, its
chief executive officer, Horace J. "Trey" Davis, III, to fill an
open seat on the board.  His term expires in 2007.  His election
was not pursuant to any arrangements or understandings with any
other person.  He is not expected to serve upon any committees of
the board.

                           About Trinsic

Headquartered in Tampa, Florida, Trinsic Inc. (OTCBB: TRIN) --
http://www.trinsic.com/-- offers consumers and businesses  
traditional and IP telephony services.  Trinsic's products include
proprietary services such as Web-accessible, voice-activated
calling and messaging features that are designed to meet
customers' communications needs intelligently and intuitively.  
Trinsic is a member of the Cisco Powered Network Program and makes
its services available on a wholesale basis to other
communications and utility companies, including Sprint.  Trinsic
Inc. changed its name from Z-Tel Technologies Inc. on Jan. 3,
2005.


TRINSIC INC: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Trinsic, Inc.
             100 Brookwood Road
             Atmore, AL 36502

Bankruptcy Case No.: 07-10324

Debtor affiliates filing separate chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      Trinsic Communications, Inc.         07-10320
      Touch 1 Communications, Inc.         07-10321
      Z-Tel Network Services, Inc.         07-10322
      Z-Tel Consumer Services, LLC         07-10323

Type of Business: The Debtors offer competitive local-exchange
                  carrier services to residential and business
                  customers.  They lease network assets from
                  incumbent carriers to offer alternative local
                  and long-distance voice and data services.
                  The companies operate 189,000 residential local
                  access lines and 40,000 business lines.

                  Z-Tel has also introduced Voice over Internet
                  Protocol services in New York City and Tampa,
                  Fla.  The firm maintains subscriber lines in
                  46 states in the US.

                  Trinsic Communications Inc. is the principal
                  operating subsidiary of the companies.
                  See http://www.ztel.com/and  
                  http://www.trinsic.com/

Chapter 11 Petition Date: February 7, 2007

Court: Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtors' Counsel: Christopher S. Strickland, Esq.
                  Kelly J. Aran, Esq.
                  Vicki W. Travis, Esq.
                  Levine, Block & Strickland, LLP
                  945 East Paces, Ferry Road
                  Resurgens Plaza, Suite 2270
                  Atlanta, GA 30326
                  Tel: (404) 231-4567
                  Fax: (404) 231-4005

                       -- and --

                  Donald M. Wright, Esq.
                  Stephen Porterfield, Esq.
                  Robin L. Beardsley, Esq.
                  Sirote & Permutt, P.C.
                  2311 Highland Avenue South
                  P.O. Box 55727
                  Birmingham, AL 35255-5727
                  Tel: (205) 930-5159
                  Fax: (205) 930-5101

Debtors' Notice
and Claims Agent: Bankruptcy Services LLC
                  c/o Ron Jacobs
                  757 Third Avenue, 3rd Floor
                  New York, NY 10017

Trinsic Inc.'s financial condition as of Dec. 31, 2006:

   Total Assets: $27,581,354

   Total Debts:  $48,287,786

                           Estimated Assets     Estimated Debts
                           ----------------     ---------------
   Trinsic                 $10 Million to       $10 Million to
   Communications, Inc.    $50 Million          $50 Million

   Touch 1                 $1 Million           $1 Million
   Communications, Inc.    $10 Million          $10 Million

   Z-Tel Network           Less than $50,000    Less than $50,000
   Services, Inc.

   Z-Tel Consumer          Less than $50,000    Less than $50,000
   Services, LLC

A. Trinsic Inc., Z-Tel Network Services Inc., and Z-Tel Consumer
   Services LLC do not have any creditors who are not insiders.

B. Trinsic Communications Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Verizon                            Trade               $7,415,428
P.O. Box 920041
Dallas, TX 75392-0041

Sprint Communications              Trade               $6,260,815
Company, L.P.
c/o Paul S. Reddick
6450 Sprint Parkway
Overland Park, KS 66251

New York State Department of       Tax                 $4,104,230
Taxation & Finance
Harriman State Campus
Building 8, Room 354
Albany, NY 12227

AT&T                               Trade               $3,889,146
c/o Chris Carr
722 North Broadway
Milwaukee, WI 53202

Bellsouth                          Trade               $1,932,655
P.O. Box 105262
Atlanta, GA 30348

Accenture                          Trade               $3,703,967
P.O. Box 70629
Chicago, IL 60673-0629

NeuStar                            Trade               $1,553,765
P.O. Box 409915
Atlanta, GA 30384-9915

USAC                               Trade               $1,127,711
P.O. Box 371719
Pittsburgh, PA 15251-7719

Federal Communications Commission  Trade                 $908,863
455 12th Street Southwest
Washington, DC 20554

New York State Corp. Tax           Tax                   $851,703
P.O. Box 22109
Albany, NY 12201-2109

Access Integrated Networks, Inc.   Trade                 $500,000
4885 Riverside Drive, Suite 107
Macon, GA 31210

Commonwealth of Pennsylvania       Tax                   $395,942
Department of Revenue
P.O. Box 280407
Harrisburg, PA 17128

Telution/CSG                       Trade                 $347,563
65 East Wacker Place, Suite 600
Chicago, IL 60601

Texas Comptroller of               Tax                   $265,000
Public Accounts
P.O. Box 13528
Austin, TX 78711

Qwest                              Trade                 $223,615

Service Contract Solutions         Trade                 $222,785

Oracle Corporation                 Trade                 $214,284

Doug Belden, Tax Collector         Tax                   $207,822

Schiff Hardin LLP                  Trade                 $200,000

Wilder Corporation of Delaware     Trade                 $173,706

C. Touch 1 Communications Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Escambia County Tax Collector      Tax                   $221,824
P.O. Box 407
Brewton, AL 36427

New York State Department of       Tax                    $75,082
Taxation and Finance
Harriman State Campus
Building 8, Room 354
Albany, NY 12227

AT&T                               Trade                  $40,897
P.O. Box 650516
Dallas, TX 75265

Alliance Data                      Trade                  $39,350
2322 French Settlement
Dallas, TX 75212

Verizon                            Trade                  $29,283
P.O. Box 101226
Atlanta, GA 30392

Sprint/United Management           Trade                  $27,534

U.S. West Comm.                    Trade                   $6,653

Texas State Comptroller            Tax                     $6,427

Bellsouth                          Trade                   $5,668

Harrison Fulfillment Services      Trade                   $5,329

Transcom USA                       Trade                   $3,640

Williams Communications            Trade                   $3,127

NECA TRS                           Trade                   $2,352

Washington State                   Tax                     $2,182
Department of Revenue

New Jersey                         Tax                     $2,108
Depart of Revenue

Frontier Comm. of the South (AL)   Trade                   $1,442

Illinois Department of Revenue     Tax                     $1,384

Louisiana PSC                      Trade                     $800

Neustar                            Trade                     $515

United Bank                        Trade                     $426


TRUEYOU.COM INC: Amper Politziner Raises Going Concern Doubt
------------------------------------------------------------
Amper, Politziner & Mattia PC, in Edison, New Jersey, expressed
substantial doubt about TrueYou.Com Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended July 1, 2006, and June
30, 2005.  The auditing firm pointed to the company's operating
losses, negative cash flows from operations since inception, and  
working capital deficiency.

TrueYou.Com Inc. reported a $171.7 million net loss on $33 million
of revenues for the year ended July 1, 2006, compared with a
$19.9 million net loss on $32.9 million of revenues for the year
ended June 30, 2005.

The company reported a $33.5 million operating loss for the year
ended July 1, 2006, compared with a $15.9 million operating loss
for the year ended June 30, 2005.  The increase in operating loss
was mainly due to the $1.9 million reduction in gross profit and
the $15.4 million increase in selling, general and administrative
expenses.

The $151.8 million increase in net loss is mainly due to the
$17.6 million increase in operating loss, the $1.5 million accrual
for registration rights penalties, absent in fiscal 2005, and the
$132.7 million unrealized loss on convertible securities.

                   Loss on Convertible Securities

In December 2005, the company acquired Klinger Advanced Aesthetics
Inc. in a reverse merger transaction.  On Dec. 20, 2005, TrueYou
signed a share exchange agreement with Klinger Advanced Aesthetics
Inc.

The carrying amount of the convertible securities issued under the
arrangement was valued at $65 million at Dec. 20, 2005.

Since the securities issued were convertible into common shares
and the company did not have sufficient authorized shares to allow
for that conversion, under EITF 00-19 the company was required to
reclassify these amounts as liabilities and remeasure them to fair
value at each reporting period end.  

The company remeasured the convertible securities as of July 1,
2006, based on the share price of the Trueyou common stock closest
to the period end.  The share price was multiplied by the number
of common shares into which the convertible securities are
convertible, which was 506,576,690 as of July 1, 2006.  The per
share trading value as of July 1, 2006, was $0.39, which resulted
in an estimated fair value of the convertible securities of
$197.6 million as of that date.  As a result of the revaluation,
the company recorded an unrealized loss of approximately
$132.7 million for the fiscal year ended July 1, 2006.

At July 1, 2006, the company's balance sheet showed $43.2 million
in total assets and $253.1 million in total liabilities, resulting
in a $209.9 million total stockholders' deficit.

The company's balance sheet at July 1, 2006, also showed strained
liquidity with $5.1 million in total current assets available to
pay $47.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended July 1, 2006, are available for free
at http://researcharchives.com/t/s?1994

                       Analysis of Cash Flow

Net cash used in operating activities was $22.3 million and
$11 million for the fiscal years ended July 1, 2006, and
June 30, 2005, respectively. This deterioration of cash flows
resulted primarily from an operating loss of $33.5 million for the
year ended July 1, 2006.

Net cash used in investing activities was $8.5 million and
$1.2 million for the fiscal years ended July 1, 2006, and June 30,
2005, respectively.  The increase is primarily due to facility
renovations and expenditures associated with the company's
information technology and accounting systems.

Cash flows provided by financing activities were $30.8 million and
$5.7 million for the fiscal years ended July 1, 2006 and
June 30, 2005, respectively.  For the year ended July 1, 2006,
cash flows from financing activities were primarily the result of
the issuance of series D preferred stock in the amount of
$15 million gross, $10.1 million gross from the issuance of KAAI
series G preferred stock and $4.8 million gross from issuance of
KAAI series F preferred stock.

                         About TrueYou.Com

TrueYou.Com Inc. (Other OTC: TUYU.PK) -- http://www.trueyou.com/
provides cosmetic surgery, cosmetic dentistry and dermatology, and
salon and spa services together under a single brand.  The
products and services are rendered under various trademarks and
tradenames including: KAAI, KAAI Signature Services, Klinger
Advanced Aesthetics, Cosmedicine, Georgette Klinger, SkinState,
Personal Aesthetics Blueprint, Aesthetic Concierge, Truth is
Beauty, Nth (K Logo) Services and The Place of Possibilities.  


UNITEDHEALTH GROUP: Board Okays Dividend Payment to Shareholders
----------------------------------------------------------------
The Board of Directors of UnitedHealth Group authorized the
payment of an annual dividend to shareholders for 2007 during the
Jan. 30, 2007 quarterly board meeting.  The dividend, $0.03 per
share, will be paid on Apr. 16, 2007, to all shareholders of
record of UnitedHealth Group common stock as of Apr. 2, 2007.

The Board also approved changes to the company's bylaws and
articles of incorporation, which was submitted to a vote by
shareholders at the 2007 annual meeting, to declassify the Board
structure and remove supermajority shareholder approval
requirements.  Under the proposed changes, directors will serve
one-year terms, and each director will stand for election at each
annual meeting.  

The Board proposed that shareholders vote to amend the company's
bylaws and articles of incorporation to elect directors by
majority vote.  If the shareholders approve these changes,
directors would be required to receive a majority of the votes
cast in a director election, except in contested elections.  
The company will retain its existing director resignation policy,
under which incumbent directors who fail to receive a majority
vote in favor of their re-election must submit a resignation for
consideration by the Board.

"The decisions made were meant to encourage shareholders to
declassify the Board and elect directors by majority vote were a
reflection of the Board's commitment to advancing UnitedHealth's
governance on a continuing basis," Chairman Richard Burke said.

                       About UnitedHealth

Headquartered in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- offers  
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
UnitedHealth Group Inc. received a formal order of investigation
for the Securities and Exchange Commission relating to its stock
option practices, which led to the departure of former CEO William
McGuire.


VISHAY INTER: Reports Year and Fourth Quarter 2006 Results
----------------------------------------------------------
Dr. Felix Zandman, Chairman of the Board, and Dr. Gerald Paul,
President and Chief Executive Officer of Vishay Intertechnology,
Inc. reported that net revenues for the year ended Dec. 31, 2006
were $2,581.5 million compared to $2,296.5 million for the year
ended Dec. 31, 2005.  Net earnings for the year ended December 31,
2006 were $139.7 million compared with net earnings for the year
ended Dec 31, 2005 of $62.3 million.

Net revenues for the fiscal quarter ended Dec. 31, 2006 were
$635.5 million, as compared to revenues of $593.7 million, for the
fiscal quarter ended Dec. 31, 2005.  Net earnings for the fiscal
quarter ended Dec. 31, 2006 were $26.3 million compared with net
earnings of $26.9 million for the quarter ended Dec. 31, 2005.

Net earnings of $139.7 million for the year ended Dec. 31, 2006
were impacted by pre-tax charges for restructuring and severance
costs of $40.2 million, related asset write-downs of $6.7 million,
write-downs and write-offs of tantalum inventories totaling
$9.6 million, losses resulting from adjustments to previously
existing purchase commitments of $5.7 million, a loss on early
extinguishment of debt of $2.9 million, an adjustment to increase
the estimated cost of environmental remediation obligations
associated with the 2001 General Semiconductor acquisition of
$3.6 million, and charges totaling $2.9 million to settle past
product quality issues.  These items and their tax-related
consequences had a negative $0.26 effect on earnings per share.

Net earnings of $62.3 million for the year ended Dec 31, 2005 were
impacted by pre-tax charges for restructuring and severance costs
of $29.8 million, related asset write-downs of $11.4 million,
purchased in-process research and development of $9.7 million,
and Siliconix transaction-related expenses of $3.8 million.  
These items were partially offset by a gain on sale of land of
$2.1 million and a gain from adjustments to previously existing
purchase commitments of $1 million.  In addition, tax expense
includes a $9 million benefit, primarily due to favorable foreign
tax rulings. These items and their tax-related consequences had a
negative $0.17 effect on earnings per share.

Net earnings of $26.3 million for the fourth quarter of 2006 were
impacted by pre-tax charges for restructuring and severance
costs of $12.1 million, related asset write-downs of $0.1 million,
and losses resulting from adjustments to previously existing
purchase commitments of $0.8 million.  These items and their tax-
related consequences had a negative $0.05 effect on earnings per
share.

Net earnings of $26.9 million for the fourth quarter of 2005 were
impacted by pre-tax charges for restructuring and severance costs
of $11.6 million, related asset write-downs of $6.6 million, and a
write-off of purchased IPR&D of $0.5 million.  These items were
partially offset by gains resulting from adjustments to previously
existing purchase commitments of $3.4 million.  In addition, tax
expense includes a $5.3 million benefit, primarily due to
favorable foreign tax rulings. These items and their tax-related
consequences had a negative $0.03 effect on earnings per share.

Commenting on the results for the fourth quarter and year 2006,
Dr. Paul stated, "2006 proved to be an exceptional year for
Vishay. We reached the highest revenues in our history and the
operational performance was second only to the bubble year of
2000, which was impacted for the most part by very temporary price
increases. Revenues for the fourth quarter were well within our
guidance due to lower shipments to distribution as anticipated.
Margins for the quarter were burdened by some one-time increases
of fixed costs, and by a less profitable product mix. Despite our
expansion activities, we generated free cash of $175 million in
2006, which compares to $81 million in 2005."

                  About Vishay Intertechnology

Headquartered in Malvern, Pennsylvania, Vishay Intertechnology,
Inc. (NYSE: VSH) -- http://www.vishay.com/-- manufactures  
discrete semiconductors and selected ICs, and passive electronic
components.  Vishay's components can be found in products
manufactured in a very broad range of industries worldwide. Vishay
has operations in 17 countries employing over 25,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006
Moody's Investors Service's in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, affirmed its B1 corporate family rating on Vishay
Intertechnology Inc.


VISIPHOR CORP: Sunil Amin Appointed as Acting CFO
-------------------------------------------------
The Board of Directors of Visiphor Corporation appointed Sunil
Amin as the Acting Chief Financial Officer of the company.

Mr. Amin joined the company in August 2006 as Controller.  Before
his employment with the compnay, Mr. Amin had served as Manager
and Accounting/Controller for Stockgroup Media Inc./Stockhouse.com
from February 2003 until August 2006.   Additionally, Prior to
his position with Stockgroup, Mr. Amin was a Financial Services
Representative for TD Canada Trust from August 1998 until February
2003.

Mr. Amin is not a director of the company or any other companies
that report under the Securities Exchange Act of 1934, as amended,
with the Securities and Exchange Commission.

Mr. Amin does not have any family relationships with any of the
company's other directors or executive officers and has not had
any interest, direct or indirect, in any transaction within the
last two years, or in any proposed transaction to which the
Company was or is to be a party.

Mr. Amin's employment agreement with the company dated July 18,
2006, with a change in annual salary of CDN$100,000 with his
appointment as Acting Chief Financial Officer, in addition, the
50,000 options at an exercise price of CDN0.10 previously awarded
to Mr. Amin.

Based in Burnaby, British Columbia, Visiphor Corporation (OTCBB:
VISRF; TSX-V: VIS; DE: IGYA) -- http://www.imagistechnologies.com/  
-- fka Imagis Technologies Inc., specializes in developing and
marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.




VOIP INC: Cedar Boulevard Assigns $1.9 Million Note to Investors
----------------------------------------------------------------
VoIP, Inc., disclosed that a Note Payable having an outstanding
principal amount of $1,917,581 held by Cedar Boulevard Lease
Funding LLC has been assigned to a group of institutional
investors.  These investors have suspended the company's current
obligation to make cash payments under the Note until today,
Feb. 9, 2007 and certain of the Investors have signed a term sheet
to redeem the Note in exchange for debentures convertible into the
company's restricted common stock at market price.  The
transaction is expected to close by today, Feb. 9, 2007.

"We believe the assignment of the Note by Cedar to these Investors
represents a major milestone for the company, and will
significantly improve its balance sheet and liquidity after we
conclude the convertible debenture," Anthony J. Cataldo, VoIP,
Inc.'s Chairman and CEO, said.  "The Cedar Note carried an
interest rate of 17.5% and accelerated cash payments requiring
payoff in May 2007.  The Note's terms though 2006 required monthly
cash payments of approximately $234,000.  Upon conclusion of the
convertible debenture, we will eliminate the recently-accelerated
Cedar Note cash expenditures that would have impacted our 2007
financial results, and which will allow us to use those proceeds
to support the growth of our promising VoIP solutions."

The company failed to make a payment due Dec. 1, 2006, under the
Note and was declared in default by the Lender as of Dec. 15,
2006.  It was provided until Dec. 20, 2006 to cure the default.  
Subsequently, the lender extended the time to cure the default
until Jan. 3, 2007.  On Jan. 10, 2007, Cedar agreed to waive the
prior default based upon the company agreeing to make accelerated
payments through May 2007, and to maintain the 17.5% default
interest rate on the Notes for the remainder of the Note's amended
term.  In conjunction with the assignment, the company paid a fee
of $200,000 to Cedar.

                            About VoIP

Headquartered in Altamonte Springs, Florida, VoIP Inc. --
http://www.voipinc.com/-- provides communications services to  
communication companies, businesses, and residential consumers.  
The company also sells various communication hardware to broadband
service providers.

                       Going Concern Doubt

Berkovits, Lago & Company, LLP, in Fort Lauderdale, Florida,
raised substantial doubt about VoIP Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the company's lack of sufficient working
capital and recurring losses.


WAMU: S&P Declares Default Rating on Class L-B-5 Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
L-B-5 from Washington Mutual MSC Mortgage Pass-Through
Certificates Series 2005-RA1 Trust to 'D' from 'CCC'.

Concurrently, the ratings on classes L-B-3 and L-B-4 remain on
CreditWatch with negative implications, where they were placed
Sept. 18, 2006.  In addition, the ratings on 11 classes from the
same transaction were affirmed.

The downgrade of class L-B-5 reflects a $134.64 principal
write-down in January 2007. Credit support for this transaction is
provided by subordination.  As of the January 2007 remittance
period, cumulative losses in the supporting pool for the
fixed-rate loan group amounted to $58,204, and credit support for
class L-B-4 had been reduced to $112,969.  

According to the Jan. 26, 2007, distribution report, foreclosures
and REOs in the fixed-rate loan group amounted to $417,527 and
$68,599, respectively.

Standard & Poor's will continue to closely monitor the performance
of classes L-B-3 and L-B-4 from this transaction.  If the
delinquent loans cure and there is no further erosion of the
credit enhancement, Standard & Poor's will affirm the ratings and
remove them from CreditWatch.

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement,
Standard & Poor's will take further negative rating actions on
these classes.

The pools initially consisted of 15- and 30-year, fixed- and
adjustable-rate prime mortgage loans secured by first liens on
owner-occupied one- to four-family dwellings.  The loans were
primarily acquired by Washington Mutual Mortgage Securities Corp.
through its optional termination of trusts in previous
securitizations.
   
                         Rating Lowered
    
                  Washington Mutual MSC Mortgage
          Pass-Through Certificates Series 2005-RA1 Trust

                                   Rating
                                   ------
                Class        To              From
                -----        --              ----
                L-B-5        D               CCC
   
            Ratings Remaining On Creditwatch Negative
   
                 Washington Mutual MSC Mortgage
          Pass-Through Certificates Series 2005-RA1 Trust

                  Class              Rating
                  -----              ------
                  L-B-3              BBB/Watch Neg
                  L-B-4              B/Watch Neg

                       Ratings Affirmed
   
                Washington Mutual MSC Mortgage
       Pass-Through Certificates Series 2005-RA1 Trust

                  Class              Rating
                  -----              ------
                  1-A, 2-A, 3-A, R   AAA
                  L-B-1              AA
                  L-B-2              A
                  3-B-1              AA
                  3-B-2              A
                  3-B-3              BBB
                  3-B-4              BB
                  3-B-5              B


WCI COMMUNITIES: S&P Pares Rating on $650 Mil. Debt to B- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'B+' from 'BB-'.

Concurrently, the rating on roughly $650 million of subordinated
debt was lowered to 'B-' from 'B'.

The outlook remains negative.
     
"The downgrades acknowledge increasing liquidity pressures
resulting from delayed home closings and worsening new order
trends," said credit analyst James Fielding.

"During the fourth quarter of 2006, delays in the timing of
completion of certain residential towers and significant
cancellations reduced the number of home closings and consequent
cash flow available to repay WCI's high debt balance.  
Additionally, an estimated fourth quarter loss was caused by up to
$120 million in land impairments and lot option deposit
forfeitures."

The negative outlook reflects the extremely challenging conditions
in WCI's Florida housing markets and constrained demand for
discretionary home purchases.  Standard & Poor's  will lower the
ratings further if free operating cash flow fails to turn
positive, GAAP earnings continue to deteriorate materially, or if
activist shareholders negatively influence management's prudent
plans for debt reduction.  While an upgrade and outlook revision
to positive is unlikely at this time, Standard & Poor's would
revise its outlook to stable in the longer term if management
successfully reduces debt levels and key Florida housing markets
begin to demonstrate signs of recovery.


* James E. Abbott Joins Seward & Kissel's Transactions Group
------------------------------------------------------------
Seward & Kissel LLP disclosed that James E. Abbott has joined the
firm as a partner.  He will be joining Seward & Kissel's Corporate
Finance Department to help lead its Business Transactions Group,
which handles mergers and acquisitions, private equity and debt
transactions, PIPEs, venture capital transactions, joint ventures,
seed capital arrangements and various other business transactions.  
Prior to joining the firm, Mr. Abbott was Co-Chair of the
Corporate Department at Wall Street law firm Carter Ledyard &
Milburn LLP, and earlier in his career he worked in London at
Ashurst.

"We are delighted to have Jim join our firm," said John Tavss,
Managing Partner of Seward & Kissel.  "Jim's extensive
transactional experience adds to the depth of services we can
provide to investment funds, financial institutions and businesses
that retain the firm, all of which have become increasingly active
in the market for a wide variety of business transactions."

"Seward & Kissel's hedge fund and shipping industry clientele are
a great foundation for growing the transactional practice of the
firm's Corporate Finance Department," said Mr. Abbott.  "I'm
excited by the opportunity to serve clients with a recurring need
for transactional representation, and to help strengthen and grow
a group dedicated to handling mid-market deals."

Mr. Abbott has over 22 years of experience representing clients in
mergers and acquisitions, private equity and other complex
transactions within a wide variety of business sectors, including
investment management, brokerage, consumer goods, trade publishing
and technology.  He received his B.A. from Colgate University in
1981 and his J.D. from New York University School of Law in 1984.  
Mr. Abbott, age 47, resides in Summit, New Jersey with his wife
and three children.

Seward & Kissel LLP -- http://www.sewkis.com/-- is a New York law  
firm, originally established in 1890, offering legal advice
emphasizing business, financial and commercial law and related
litigation.  The Firm's practice includes corporate finance and
securities, investment management, bankruptcy and corporate
reorganization, litigation, tax, real estate, employment and
employee benefits, trusts and estates, intellectual property and
legislative and regulatory advice.


* Proskauer Rose Partner Named President of Statewide Organization
------------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 700
lawyers worldwide, is proud to announce that Allan H. Weitzman, a
partner in the Firm's Labor & Employment Law Department, has been
elected President of the Academy of Florida Management Attorneys.  
Mr. Weitzman was selected by the membership of the statewide
organization, which consists of the preeminent practitioners of
labor and employment law on behalf of employers.

"Allan is one of the most esteemed labor and employment attorneys
in the state and a valued member of the Firm," said Albert W.
Gortz, partner and head of Proskauer's Boca Raton office.  
"Becoming President of the AFMA is a great honor and we
congratulate him on this achievement."

The scope of Mr. Weitzman's multifaceted practice includes
personnel policy planning, sexual harassment, avoiding litigation
when terminating employees, union election campaigns, and employee
benefit plans.  He often litigates in state and federal court at
the trial and appellate levels and also represents employers
before administrative agencies responsible for the enforcement of
the numerous antidiscrimination laws and before the National Labor
Relations Board.  Mr. Weitzman's experience includes negotiating
collective bargaining agreements and arbitrating contract disputes
and he provides day-to-day and crisis advice to clients in a wide
range of businesses including retailers, insurance companies,
banks, the securities industry, health care, hotels, television
networks, maritime industry, public utilities, a major sports and
entertainment arena, beer distributors, manufacturing facilities,
and the construction industry.

Mr. Weitzman also represents companies when their former employees
engage in conduct that violates their non-compete agreements and
took a case -- Corporate Express Office Products, Inc. v.
Phillips, 2003 WL 1883697 (Fla. April 17, 2003) -- to the Supreme
Court of Florida and successfully argued that a successor employer
can enforce a non-compete agreement signed with a former employer
even when the agreement does not contain a successors and assigns
clause and where the employees have not assented to its
assignment.

Mr. Weitzman is Board-certified by the Florida Bar as a Specialist
in Labor and Employment Law and is a Fellow of the College of
Labor and Employment Lawyers.  In 2006, he was named in Chambers
USA, a directory of America's leading business lawyers, as a
"notable practitioner" who is an "excellent advocate with strong
ethics and an unrivalled understanding of business."  He has also
been selected by his peers for the 2005-2007 editions of The Best
Lawyers in America, the nation's definitive guide to legal
excellence, and in 2005-2007 he was listed in Florida Super
Lawyers, a magazine featuring the top 5% of attorneys in the
state.

                      About Proskauer Rose

Founded in 1875, Proskauer Rose LLP -- http://www.proskauer.com/-
- provides a variety of legal services to clients throughout the
United States and around the world from offices in New York, Los
Angeles, Washington, D.C., Boston, Boca Raton, Newark, New Orleans
and Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, internal corporate investigations, white
collar criminal defense, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, Internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* BOOK REVIEW: Corporate Players: Designs for Working and Winning
               Together
-----------------------------------------------------------------
Author:     Robert W. Keidel
Publisher:  Beard Books
Paperback:  276 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982587/internetbankrupt


In American business, the metaphor of the sports team is commonly
used for business groups of all sizes -- from ad hoc teams of a
few members that deal with temporary problems to groups of
executive managers who are responsible for long-term corporate
survival and the profitability of an entire organization.

The sports team is a favored metaphor because sports bring
individuals with different talents and different responsibilities
together to perform a particular activity and pursue a common
objective.  Within its framework, sports also allow for the
outstanding performance of particular individuals and recognition
of that performance.  The sports tem metaphor has become so common
in business and so routinely applied to business teams of all
sorts and sizes that little thought is usually given to its
specifics.

Corporate Players -- Designs for Working and Winning Together
takes a close look at what makes a sports team function
effectively and win.  The author then applies these observations
to develop a plan for those in the corporate world to be as
successful as those in the sports world.  While a reprint of a
1988 book, the lessons in this book are timeless.

Keidel identifies three main types of teams found in business:
autonomy, control and cooperation.  The author relates each to a
particular type of sports team: autonomy for baseball, control for
football and cooperation for basketball.  A chart compares
differences among the three with respect to organizational
strategy, organizational structure, and organizational style.  

For instance, the organizational strategy for autonomy in base
ball is "adding value through star performers"; while the
organizational strategy for cooperation in basketball is
"innovating by combining resources in novel ways."

With a sharp analytic eye and decades of experience in different
aspects of business, including academic and government positions,
Keidel delves into the specifics of business groups as sports
teams.  

A fundamental point often overlooked by businesspersons is that
teams in different sports are different in significant ways.  An
understanding of these differences is crucial for executives,
managers, and consultants who are responsible for conceptualizing
a team in relation to a particular business matter and then
bringing together a team of individuals.  

As such, executives, managers and consultants have roles similar
to a general manager and coach of a sports team.  In some case,
they may also have the role of a player on the team.

This chart and other aids, together with the author's engaging
commentary and enlightening analyses, will help business leaders
select the right personnel, assemble a team capable of performing
the task at hand, and then coordinate all of the players to
accomplish the desired objective.

Robert W. Keidel has a Ph.D. from Wharton, and has also been a
Senior Fellow at this top business school.  An author of three
other books and many articles, he teaches courses in business
strategy, technology, and organization at Drexel University's
Lebow College of Business.  Robert Keidel Associates is his
business consulting firm.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao,
Tara Marie A. Martin, Frauline S. Abangan, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***