TCR_Public/070212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 12, 2007, Vol. 11, No. 36

                             Headlines

ADELPHIA COMMS: ACC Bondholders Challenge $1.3 Billion Bond
ADELPHIA COMMS: Set Distribution Record Date for Various Claims
ALUMA SYSTEMS: S&P Rates $180 Million 2nd-Lien Term Loan at B
AMERICAN REAL: Lear Gives Nod on $5.3 Billion Acquisition Offer
AMERICAN TISSUE: Wants Gambino Information as Private Investigator

AMERIPATH INC: Moody's Junks Rating on Proposed $125 Mil. PIK Note
AQUILA INC: Great Plains Merger Cues S&P's Positive CreditWatch
AQUILA INC: Great Plains Deal Prompts Fitch's Positive Watch
ARVINMERITOR INC: DBRS Rates $175 Million Senior Notes at BB (low)
ASARCO LLC: AR Sacaton Sec. 341 Creditors' Meeting Set for Feb. 20

ASARCO LLC: Wants Tax Protocol Agreement Approved
ASARCO LLC: Grupo Mexico Threatens to Scuttle Labor Agreement
B&G FOODS: New $225 Million Senior Loan Rated Ba2 by Moody's
B&G FOODS: S&P Rates Proposed $250 Million Senior Facility at B+
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1

BUCKEYE TECHNOLOGIES: Earns $3.8 Million in Quarter Ended Dec. 31
C-BASS MORTGAGE: DBRS Rates Class M-11 Certificates at BB (high)
C-BASS: Fitch Rates $1.4 Million Class M-11 Certificates at BB
CAMDEN COUNTY: Fitch Junks Rating on $56.4 Million Revenue Bonds
CATHOLIC CHURCH: Portland Agrees to Hold Insurance Yield

CATHOLIC CHURCH: Portland Unresolved Tort Hearing Moved to Mar. 14
CINEMARK HOLDINGS: Files Registration Statement for $400 Mil. IPO
CITIFINANCIAL MORTGAGE: Monthly Losses Cue S&P's Ratings Downgrade
CMS ENERGY: DBRS Holds Senior Unsecured Debt's Rating at BB (low)
COUDERT BROTHERS: Has Exclusive Right to File Plan Until May 20

DANA CORP: U.S. Trustee Disbands Equity Committee
DPL CAPITAL: S&P Lifts Ratings on Six Certificate Classes to BB+
EDUCATION MANAGEMENT: S&P Rates New $1.1 Billion Term Loan C at B
EL PASO ELECTRIC: Moody's Lifts Ratings on Preferred Stock to Ba1
ELECTRICAL COMPONENTS: Moody's Affirms Ratings and Revises Outlook

ELECTRICAL COMPONENTS: S&P Rates Proposed $245 Million Loan at B
ENERNORTH INDUSTRIES: Files Notice of Intention Under Canadian BIA
ENTERPRISE PRODUCTS: Earns $133 Million for Fourth Quarter 2006
FR BRAND: S&P Junks Rating on $120 Million 2nd-Lien Term Loan
GSMPS MORTGAGE: S&P Puts D Rating on 2005-LT1 Class B-3 Certs.

HI-LIFT OF NEW YORK: Court Appoints Ted Berkowitz as Mediator
ICEFLOE TECH: Issues Shares to Bondholders as Payment in Kind
IFM COLONIAL: S&P Puts Corporate Credit Rating at BB+
IKON OFFICE: Earns $27.3 Million in Quarter Ended December 31
INDEPENDENCE TAX II: Dec. 31 Balance Sheet Upside-Down by $5.9MM

JAMES RIVER: Secures $135 Mil. Financing from Morgan Stanley & GE
JUNIPER CBO: S&P Holds Junk Ratings on $42 Million Notes
KANSAS CITY SOUTHERN: S&P Holds Ratings and Removes CreditWatch
KYPHON INC: Closes $200 Million Convertible Senior Notes Offering
LEAR CORP: Inks $5.3 Billion Merger Deal with Icahn Affiliate

LEVEL 3: Proposes Private Offering for $500 Million Senior Notes
LONGVIEW POWER: S&P Rates New $1.1 Bil. Senior Facilities at BB-
LPL HOLDINGS: Moody's Lifts Rating on $550 Mil. Senior Notes to B3
MAGNOLIA VILLAGE: Real Property Sale Hearing Scheduled Today
MANSFIELD TRUST: Moody's Holds B2 Rating on $3.3MM Class F Certs.

MKP CBO: Moody's Cuts Rating on $18 Million Class B Notes to B3
MORTGAGE LENDERS: Organizational Meeting Scheduled at February 20
NAVIOS MARITIME: Inks New $400 Million Credit Facility
NEW CENTURY: S&P Lowers Rating and Places Negative CreditWatch
PACIFIC LUMBER: Scopac Taps Porter & Hedges as Bankruptcy Counsel

PACIFIC LUMBER: Scopac Selects Gibson Dunn as Insolvency Counsel
PHH CORP: Three Directors Re-Elected to Board
PONTIAC HOSPITAL: S&P Downgrades Rating on Series 1993 Bonds to B
RESI FINANCE: DBRS Puts Low-B Ratings on $53.6 Mil. Class Certs.
ROCK 2001: Moody's Holds Junk Rating on $4.5 Mil. Class N. Certs.

ROTEC INDUSTRIES: Court Extends Removal Period to February 26
ROTEC INDUSTRIES: Court Extends Elmhurst Lease Decision Deadline
SHAW COMMS: Strong Performance Prompts S&P's Positive Outlook
SPECTRUM BRANDS: Weak Performance Cues S&P to Lower All Ratings
SUNCOM WIRELESS: Debt-for-Equity Swap Cues S&P's Positive Outlook

TERRA CAPITAL: $317.9 Million of Senior Secured Notes Tendered
THE PANTRY: Net Income Drops to $125,000 in Quarter Ended Dec. 28
TIMKEN CO: Declares $0.16 Per Share Quarterly Dividend
TITAN SPECIALTIES: S&P Junks Rating on $50 Mil. Senior Term Loan
TOWN SPORTS: S&P Rates Proposed $260 Mil. Sr. Facilities at B+

TRANSALTA CORP: Earns $44.9 Million in Year Ended December 31
TRINSIC INC: Can Hire Levine Block as Bankruptcy Counsel
TRINSIC INC: Hires Sirote & Permutt as Local Bankruptcy Counsel
TRIPATH TECH: Files for Bankruptcy Protection in California
TRIPATH TECH: Case Summary & 20 Largest Unsecured Creditors

TSI ACQUISITION: Moody's Junks Rating on $50 Mil. Senior Term Loan
VALLEY NATIONAL: S&P Junks Rating on $75 Million 2nd-Lien Loan
WACHOVIA BANK: Moody's Affirms Low-B Ratings on $22.5 Mil. Certs.
WESTERN IOWA: Court Converts to Chapter 7 Liquidation
WESTERN IOWA: Section 341 Meeting Slated for February 27

* Morrison & Foerster Adds Two New Partners in NY Bankruptcy Group

* BOND PRICING: For the week of February 5 - February 9, 2007

                             *********

ADELPHIA COMMS: ACC Bondholders Challenge $1.3 Billion Bond
-----------------------------------------------------------
The ACC Bondholders filed a notice of appeal to the United States
Court of Appeals for the Second Circuit from that portion of the
order of the Honorable Shira Scheindlin of the U.S. District Court
for the Southern District of New York conditioning issuance of the
stay on the posting of the $1.3 billion bond.

The ACC Bondholders are a group of holders or investment advisors
to holders of certain notes and debentures issued by Adelphia
Communications Corporation.

As reported in the Troubled Company Reporter on Jan. 26, 2007,
Judge Scheindlin stayed the order of the Honorable Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York confirming the ACOM Debtors' Modified Fifth Amended Joint
Chapter 11 Plan, and directed a group of bondholders of Senior
Notes of Adelphia Communications Corporation to post a
$1,300,000,000 bond.

The ACC Bondholders have also filed:

   (a) a petition for a writ of mandamus from the Second Circuit
       requiring the District Court to grant a stay, without a
       bond requirement, of the Confirmation Order; and

   (b) two pleadings for a stay of the Confirmation Order without
       a bond requirement, pending a determination of the Second
       Circuit Appeal and their petition for a writ of mandamus.

With regards to the ACC Bondholders' request for the stay pending
the Second Circuit Appeal, the Second Circuit has granted an
interim stay of the Confirmation Order pending a disposition by a
three-judge panel.  The Second Circuit has not ruled on the ACC
Bondholders' request for a writ of mandamus.

                    Second Circuit Hearing

In a Feb. 6, 2007 hearing before the Second Circuit Court of
Appeals in Manhattan, Martin J. Bienenstock, Esq., at Weil,
Gotshal & Manges LLP, in New York, the ACC Bondholders' counsel,
argued that the $1,300,000,000 bond to offset potential harm to
the ACOM Debtors and their other creditors is too high, The
Associated Press reports.

Mr. Bienenstock said that the Bond effectively blocks the ACC
Bondholders' ability to appeal Judge Gerber's Confirmation Order,
AP says.  The ACC Bondholders had offered to post $10,000,000, in
response to the ACOM Debtors' request for a $3,000,000,000 bond.

"Why can't people with billions put up a bond of $1.3 billion?"
asked Circuit Judge Jon O. Newman, according to AP.  "It's not
'can they.'  It's 'should they,'" Mr. Bienenstock responded.

The ACC Bondholders consist of Aurelius Capital Management, LP;
Banc of America Securities LLC; Catalyst Investment Management
Co., LLC; Drawbridge Global Macro Advisors LLC; Drawbridge
Special Opportunities Advisors LLC; Elliott Associates, LP;
Farallon Capital Management L.L.C.; Lehman Brothers, Inc. (Global
Principal Strategies Business); Noonday Asset Management L.P.;
Perry Capital LLC; and Viking Global Investors LP.

The ACC Bondholders are represented by Weil, Gotshal & Manges,
LLP.

The ACC Bondholders hold about $1,100,000,000 of notes and
debentures issued by Adelphia Communicated Corp.  They had
objected to the Plan because the entire class of ACC Noteholders
is to receive 89% recovery whereas most creditor groups will
receive a substantially greater percentage -- e.g., the Arahova
Noteholders will obtain a 112% recovery.

The circuit panel has not issued a decision on the bond issue.
The Honorable Robert D. Sack and Jon O. Newman of the Appeals
Court attended the February 6 hearing.  The third member of the
panel, the Honorable George B. Daniels, recused himself, according
to Judge Sack.

                      About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 163; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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


ADELPHIA COMMS: Set Distribution Record Date for Various Claims
---------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates notified
parties-in-interest that the distribution record date for holders
of claims in Notes Claims Classes and holders of Equity Interests
will be on the Effective Date of their Modified Fifth Amended
Joint Chapter 11 Plan.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, clarifies that the record date for distributions for
holders of claims in the Bank Claims Classes, Trade Claims
Classes, and Other Unsecured Claims Classes will remain on
Jan. 10, 2007.

The ACOM Debtors informed parties-in-interest that the initial
distribution date for the Bank Claims, Subsidiary Debtor Trade
Claims, Subsidiary Debtor Other Unsecured Claims, Subsidiary
Notes Claims, Secured Claims, Priority Claims, and Tax Claims
will be on the Effective Date.

The Initial Distribution Date for ACC Senior Notes Claims, ACC
Trade Claims, ACC Other Unsecured Claims, ACC Subordinated Notes
Claims, Existing Securities Law Claims and Equity Interests will
be on the first business day after the Effective Date.

                      About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 163; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

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


ALUMA SYSTEMS: S&P Rates $180 Million 2nd-Lien Term Loan at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned new ratings to FR
Brand Acquisition Corp.'s revised $1.03 billion first- and
second-lien senior secured bank credit facilities.

Standard & Poor's also assigned its B debt rating to the
$180 Million 2nd-Lien Term Loan of Aluma Sytems, a subsidiary of
FR Brand Acquisition Corp.'s.

The changes to the facilities consist of:

   * shifting $25 million of the $150 million first-lien revolving
     credit facility to a new first-lien synthetic LOC facility;

   * shifting $50 million of the second-lien term debt to the
     first-lien term loan, all of which will now be issued in the
     U.S.; and

   * dividing the second-lien term loan into a $120 million
     tranche issued by FR Brand and a $180 million tranche issued
     by Aluma Systems Inc.

FR Brand's $125 million first-lien revolver, $25 million
first-lien LOC facility, and $580 million first-lien term loan are
rated 'B' with a recovery rating of '3', indicating an expectation
of meaningful recovery of principal in the event of a payment
default, while its $120 million second-lien term loan is rated
'CCC+' with a recovery rating of '5'.

Aluma Systems Inc.'s $180 million second-lien term loan is rated
'B' with a recovery rating of '2', indicating an expectation of
substantial recovery of principal.

The corporate credit rating on FR Brand is 'B', reflecting a
highly leveraged financial profile, operations that depend largely
on the volatile energy sector, and customer concentration.

The outlook is negative.

Ratings List:

   * FR Brand Acquisition Corp.

      -- Corporate Credit Rating, B/Negative/

New Rating:

   * FR Brand Acquisition Corp.

      -- $125 mil. 1st-lien revolving, B, Recovery rating: 3
      -- $25 mil. 1st-lien LOC facility, B, Recovery rating: 3
      -- $580 mil. 1st-lien term loan, B, Recovery rating: 3
      -- $120 mil. 2nd-lien term loan, CCC+, Recovery rating: 5

   * Aluma Systems Inc.

      -- $180 mil. 2nd-lien term loan, B, Recovery rating: 2


AMERICAN REAL: Lear Gives Nod on $5.3 Billion Acquisition Offer
---------------------------------------------------------------
Lear Corporation and American Real Estate Partners, L.P., an
affiliate of Carl C. Icahn, have entered into an agreement for
Lear to be acquired by AREP, in a transaction valued at
approximately $5.3 billion, including the assumption of debt.
Under the terms of the agreement, Lear shareholders would receive
$36.00 per share in cash.  Closing is expected to occur by the end
of the second quarter of 2007.

Under the terms of the agreement, Lear may solicit alternative
proposals from third parties for a period of 45 days from the
execution of the agreement and intends to consider any such
proposals with the assistance of its independent advisors.  In
addition, Lear may, at any time, subject to the terms of the
merger agreement, respond to unsolicited proposals.  If Lear
accepts a superior proposal, a break-up fee would be payable to
AREP.

"Following a very thorough review of the proposed transaction, our
Board unanimously concluded that the AREP offer was in the best
interests of Lear's shareholders," Bob Rossiter, Lear's chairman
and chief executive officer, commented.  "We believe that the
transaction price, which represents a multiple of about 9x our
forecasted 2007 core operating earnings -- excluding the Interior
business, provides shareholders with significant value.
Furthermore, we intend to solicit other offers to ensure that
value is maximized for all of our shareholders."

"Lear is an excellent company with a strong management team in
place," said Carl Icahn.  "We look forward to working with Lear's
team to improve its long-term competitiveness, capitalize on
growth opportunities globally and to build an even stronger and
more valuable company in the future."

In connection with the transaction, J.P. Morgan Securities Inc.
served as a financial advisor and Winston & Strawn, LLP served as
legal counsel to a Special Committee of Lear's Board of Directors.
Bank of America provided American Real Estate Partners, L.P. with
debt financing commitments for this transaction.

The agreement is subject to the affirmative vote of the holders of
a majority of the outstanding shares of Lear common stock,
regulatory filings and approvals and other customary closing
conditions.  Upon the closing of the transaction, shares of Lear
common stock will no longer be listed on the New York Stock
Exchange or publicly-traded.

                        About Lear Corp.

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

                   About American Real Estate

Headquartered in New York City, American Real Estate Partners, LP
(NYSE:ACP) -- http://www.arep.com/-- a master limited
partnership, is a diversified holding company engaged in a variety
of businesses.  The company's businesses currently include gaming,
oil and gas exploration and production, real estate and home
fashion.  The company is in the process of divesting its Oil and
Gas operating unit and their Atlantic City gaming property.

The company owns a 99% limited partnership interest in American
Real Estate Holdings Limited Partnership.  Substantially all of
the assets and liabilities are owned by AREH and substantially all
of the company's operations are conducted through AREH and its
subsidiaries.  American Property Investors, Inc., or API, owns a
1% general partnership interest in both the company and AREH,
representing an aggregate 1.99% general partnership interest in
the company and AREH.  API is owned and controlled by Mr. Carl C.
Icahn.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Rating Services affirmed its 'BB+' long-term
counterparty credit rating on American Real Estate Partners L.P.
The outlook is stable.


AMERICAN TISSUE: Wants Gambino Information as Private Investigator
------------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee for American Tissue
Inc. and its debtor-affiliates, asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Gambino
Information Services Inc., as her private investigators, nunc pro
tunc to Nov. 23, 2006.

The Trustee didn't disclose the firm's scope of work so as not to
jeopardize the investigation.

Michele A. Gambino, president of the firm, tells the Court that
her firm charges $100 per hour.  In addition, the firm's hourly
rate on holidays and short notices is $400.

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

Ms. Gambino can be reached at:

     Michel A. Gambino
     President
     300 Northern Blvd., Suite 27
     Great Neck, NY 11021
     Tel: (516) 482-0300
     Fax: (516) 482-0063
     http://www.4privateinvestigators.com/

American Tissue Inc. is an integrated manufacturer of tissue
products and pulp and paper in North America, with a comprehensive
product line that includes jumbo tissue rolls for converting and
converted tissue products for end-use.  The company filed for
Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No.
01-10370).  On April 22, 2004, the Court converted the Debtors
cases into a chapter 7 liquidation proceeding.  Christine C.
Shubert, serves as Chapter 7 Trustee for the Debtors' estates.
Bernard George Conaway, Esq., at Fox Rothschild LLP, represents
the Chapter 7 Trustee.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represents the Debtors.  Dmitry
Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan
Schlesinger Hoffman LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


AMERIPATH INC: Moody's Junks Rating on Proposed $125 Mil. PIK Note
------------------------------------------------------------------
Moody's Investors Service affirmed AmeriPath, Inc.'s B2 Corporate
Family Rating.

Moody's also assigned a Caa1 rating to the proposed $125 million
Floating Rate PIK Toggle Note that will be issued by AmeriPath
Intermediate Holdings, Inc.

Moody's expects that the proceeds will be used to pay down the
outstanding revolver balance of approximately $50 million as of
Sept. 30, 2006, as well as for corporate purposes and
acquisitions.

The ratings outlook remains stable.

Since the issuance of the Floating Rate Notes, Moody's commented
that the company's Corporate Family Rating is currently at the low
end of the B2 rating category with many of its metrics being more
indicative of a B3 rating.  The affirmation is based on several
assumptions, including Moody's expectation that same store sales
growth in the outpatient segment will remain strong, having grown
at over 10% the past year.

Moody's also expects that margins for the esoteric business will
continue to improve, due to the investments that AmeriPath has
made in expanding its sales-force and in building a pipeline of
prospects, as well as realizing referrals from hospitals, in which
AmeriPath's pathologists have a strong affiliation.

Further, Moody's assumes that bad debt expense will continue to
decline with a shift toward the outpatient business and away from
the inpatient business.

In terms of liquidity, Moody's notes that 2006 cash flow was
negatively affected by the following factors: lower margins from
Specialty, negative working capital, higher capital spending
related to infrastructure investments and expansion of centers,
and finally, spending to support the growth of Specialty,
particularly in the sales and marketing area.  Moody's expects an
improvement in cash flow based on several factors.

First, despite the increase in outstanding debt, Moody's estimates
that these clinics are accretive to AmeriPath's earnings and
should positively contribute to cash flow in 2007 and beyond.

Second, Moody's assumes that the company will improve the
management of its working capital, particularly its receivables.

Ratings Affirmed:

   -- Senior Secured Revolving Credit Facility, rated Ba2, LGD2,
      13%

   -- Senior Secured Term Loan B, rated Ba2, LGD2, 13%

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- Senior Subordinated Notes, rated B3, LGD4, 62%

Ratings Assigned to AmeriPath Intermediate Holdings, Inc.:

   -- Floating Rate PIK Toggle Notes, rated Caa1, LGD5, 88%

Ratings are subject to final documentation including receipt of
audited financial statements for AmeriPath Intermediate Holdings,
Inc.

AmeriPath Inc. is one of the leading anatomic pathology practices
in the United States.  AmeriPath offers a broad range of testing
and information services used by physicians in the detection,
diagnosis, evaluation and treatment of cancer as well as other
diseases and medical conditions.  The company reported close to
$700 million in revenue over the twelve months ended Sept. 30,
2006.


AQUILA INC: Great Plains Merger Cues S&P's Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-2' short-term
corporate credit rating on Aquila Inc. on CreditWatch with
positive implications.  The 'B' long-term corporate credit rating
on the company was already on CreditWatch with positive
implications.

The rating action follows the report that Great Plains Energy Inc.
will acquire 100% of Aquila's common stock.  Great Plains is
expected to pay Aquila shareholders $1.7 billion in cash and
stock.  Shortly after the merger's close, Great Plains will tender
roughly 40% of assumed debt.

Prior to the merger report, Aquila's long-term ratings had been on
CreditWatch with positive implications pending the completion of
the company's debt reduction plan.  Aquila's debt reduction plan
had depended in part on the sale of its Kansas electric utility,
which is scheduled to close in the first half of the year.
Meaningful debt reduction could still result in a one-notch
upgrade of Aquila's long-term corporate credit ratings prior to
Aquila's merger with KCP&L.

"Although the 'BBB' ratings on Great Plains are on CreditWatch
with negative implications, we do not expect the acquiring company
to be downgraded below investment grade, which is well above our
current rating on Aquila," said Standard & Poor's credit analyst
Jeanny Silva.

"We will resolve the CreditWatch listing on Aquila once various
transaction approvals are obtained," said Ms. Silva.

Kansas City, Missouri-based Aquila is primarily an integrated
electric and natural gas utility.  As of Sept. 30, 2006, the
company had roughly $1.4 billion in total debt outstanding.


AQUILA INC: Great Plains Deal Prompts Fitch's Positive Watch
------------------------------------------------------------
Fitch Ratings has placed Aquila, Inc. on Rating Watch Positive
following the report two separate agreements.  Under the terms of
one agreement, Great Plains Energy, Inc. will acquire the common
shares of ILA and assume the remaining ILA debt.  Pursuant to the
second agreement, ILA will sell its non-Missouri utility
properties to Black Hills Power for cash.

The affected ratings are:

-- Issuer Default Rating 'B';
-- Senior secured 'BB/RR1'; and
-- Senior unsecured 'B+/RR3'.

Approximately $1.4 billion of debt is affected.

The reported transactions are subject to approval of shareholders
and to various state and federal regulatory approvals and may take
a year or more to effect.  If both transactions take place as
planned, then GXP will be the surviving corporate entity and
obligor.

While Fitch does not currently rate GXP, Fitch anticipates that
the ratings would ultimately be upgraded upon consummation of the
transactions based upon GXP's current financial capability as well
as the prospects for the successful consolidation of two
neighboring regulated utilities with complementary businesses and
stable operating performance.

The two transactions are conditioned upon one another.  If the
transactions fail to occur, the current ratings reflect Fitch's
view of ILA's credit on a stand-alone basis.

ILA is a regulated electric and gas utility serving more than
460,000 electric and 900,000 natural gas customers in five
Midwestern states.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


ARVINMERITOR INC: DBRS Rates $175 Million Senior Notes at BB (low)
------------------------------------------------------------------
Dominion Bond Rating Service assigned a rating of BB (low)
to the $175 million Convertible Senior Unsecured Notes of
ArvinMeritor Inc.; the trend is Stable.

The company is expected to use proceeds from the issuance to
repay outstanding indebtedness under its Term Loan B, with no
impact on net leverage.  In conjunction with the new issue, DBRS
is confirming the ratings of the company's existing Convertible
Senior Unsecured Notes and Senior Unsecured Notes at BB (low),
with Stable trends, respectively.

The company's financial and business risk profile has modestly
increased over the past year, but remains within the range of
acceptability for the current rating.  The company continues to
face challenging light vehicle market conditions, notably from
declining OEM production in North America, pricing pressure, and
higher-than-expected raw material costs.  These factors have
largely contributed to weak margins in its light vehicle systems
segment, and are not expected to ease over the near-term.  In
addition, the company's commercial vehicle systems segment margins
have also weakened despite strong industry demand, largely related
to increased costs.

The company's exposure to the significant expected decline in
commercial vehicle demand in 2007 has increased following the sale
of its Emissions Technology business for $310 million.  The CVS
segment will account for roughly 67% of total sales upon closing
of the transaction, which is expected in fiscal third quarter
2007.

DBRS views the sale of its ET business as generally neutral to the
credit profile of ARM; the increase in liquidity and removal of a
lower-margin business is largely offset by the loss of ET earnings
and cash flow, and the Company's heightened earnings sensitivity
to the looming industry slowdown.

Over the near-term, sharper-than-expected declines in commercial
vehicle volumes, particularly in the event of slowing economic
conditions, further production cuts by light vehicle OEMs, and
rising raw material costs are key risks to ARM's profitability.

The company is highly dependent on efficiency gains, largely
related to its restructuring initiatives, to moderate the impact
of the above noted challenges on earnings.  In absence of
sufficient cost savings, the lower-than-expected earnings and cash
flow will weaken leverage and coverage ratios and likely have
negative implications for the rating.

The confirmation of the company's rating reflects the company's
well diversified customer mix, including modest relative exposure
to the North American Big 3, the expectation for near-term free
cash flow generation, good liquidity position, and favourable debt
repayment schedule.


ASARCO LLC: AR Sacaton Sec. 341 Creditors' Meeting Set for Feb. 20
------------------------------------------------------------------
Richard W. Simmons, the United States Trustee for Region 7, will
convene a meeting of the creditors of AR Sacaton, LLC, ASARCO
Exploration Company, Inc., and Southern Peru Holdings, Inc.,
pursuant to Section 341 of the Bankruptcy Code, at 2:00 p.m., on
Feb. 20, 2007.  The meeting will take place at 606 North
Carancahua, Suite 1107, in Corpus Christi, Texas.

Creditors are welcome to attend, but are not required to do so.
Telephonic appearances will not be permitted.

The Sec. 341 Meeting offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
officer of the Debtors under oath about the companies' financial
affairs and operations that would be of interest to the general
body of creditors.

                        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.


ASARCO LLC: Wants Tax Protocol Agreement Approved
-------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to approve the proposed Tax Agreement Protocol,
which provides for Asarco Inc., AMC and its responsibilities
related to the tax issues.

At a hearing conducted on Sept. 27, 2006, the Court instructed
ASARCO LLC and Asarco Incorporated to develop a protocol for
dealing with tax issues and exchanging tax information.  The Court
also stated that if any party does not obtain requested
information, then that party can file a motion seeking an order
to provide that information.

In furtherance of the Court's order regarding a tax protocol,
ASARCO LLC's counsel drafted a proposed tax protocol agreement
and sent the proposal to Asarco Inc. and Americas Mining
Corporation, ASARCO LLC's parent, for consideration and comment.
Asarco Inc. and AMC have been wholly unresponsive to ASARCO LLC's
attempts to work out tax protocols and have been only marginally
responsive to its requests to exchange certain tax-related
information, James R. Prince, Esq., at Baker Botts L.L.P., in
Dallas, Texas, tells the Court.

Under the Protocol, ASARCO LLC will:

   * provide AMC book trial balance, detailed book and tax
     differences, depreciation calculations, state apportionment
     information, and other information in the agreed electronic
     formal required for the federal tax and state income tax
     returns at least 45 days before the extended due date;

   * provide AMC will all ASARCO LLC financial information
     required for the return or report for state registrations at
     least 45 days before the extended due date;

   * prepare tax returns for its annual state registrations; and

   * provide AMC with an estimate of taxable income year to date
     for quarterly estimated tax payments.

On the other hand, AMC and Asarco Inc. will:

   * prepare federal tax and annual state income tax returns;

   * notify ASARCO LLC of any proposed material changes to the
     information it provided at least 15 days before the return
     is filed;

   * provide ASARCO LLC a copy of final return, including
     consolidated schedules, within 15 days after tax returns
     were filed;

   * provide ASARCO LLC with amounts of estimated regular tax and
     amounts of tax paid on ASARCO LLC' behalf; and

   * provide updated cumulative schedule of net operating loss
     carryforwards for tax purposes and all credit
     carryforwards.

A full-text copy of the proposed Tax Agreement Protocol is
available for free at:

              http://researcharchives.com/t/s?19a5

ASARCO also asks the Court to require AMC and Asarco Inc. to
provide certain outstanding tax-related information:

   (a) With respect to the refund claim filed by Asarco Inc. for
       the tax years ending December 31, 1987, December 31, 1988
       and December 31, 1989, assistance in locating the sources
       and amounts of losses from calendar years ending
       December 31, 1994, December 31, 1995, December 31, 1998,
       and December 31, 1999, that were carried back to calendar
       years ending December 31, 1987, December 31, 1988, and
       December 31, 1989, as part of the refund claim;

   (b) A schedule containing AMC's calculations of the portions
       of the estimated consolidated federal and state income tax
       and alternative minimum tax liabilities of the AMC
       Consolidated Group for each quarterly estimated tax period
       during 2006, which are attributable to the ASARCO LLC
       Subgroup;

   (c) An updated cumulative schedule of AMC's estimates of the
       amounts of consolidated net operating loss carryforwards
       for both alternative minimum tax and regular tax purposes,
       which are attributable to the ASARCO LLC Subgroup; and

   (d) Further assistance in locating, accessing and interpreting
       information related to the historical tax basis of the
       assets of ASARCO LLC, Asarco Inc. and their subsidiaries.

                        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.


ASARCO LLC: Grupo Mexico Threatens to Scuttle Labor Agreement
-------------------------------------------------------------
More than 1,600 ASARCO, LLC workers at five plants in two states
voted overwhelmingly last week to ratify a contract with the
copper mining company.  The deal with the United Steelworkers also
has the approval of ASARCO's current managers and now only awaits
the approval of the court in ASARCO's bankruptcy case.

However, the company's foreign owner has threatened to scuttle the
deal.

Asarco, Incorporated, owned by Mexico City-based Grupo Mexico, has
asserted in the bankruptcy case that it will likely ask the court
to reject the settlement.  Objections in the case are due today,
Feb. 12, 2007.

If Asarco, Incorporated objects, the USW, along with attorneys for
ASARCO and other key constituents in the case, will argue in favor
of the pact.

ASARCO filed for bankruptcy protection in August 2005.  Since
then, copper prices have risen to historic highs, as ASARCO has
continued to work toward reorganization.  Workers represented by
the USW, meanwhile, agreed to extend the old contract for one
year.  That contract expired Dec. 31, 2006, and is replaced by the
new agreement.

"Our new labor agreement is a fair and just contract that serves
both the company and its workers well," Terry Bonds, Director of
USW District 12 who chairs the union's Nonferrous Industry
Conference, said.  "The improvements for workers are particularly
justified at a time when the price of copper remains at record
levels."

With more than 1,300 workers voting, the final count was 99% in
favor of the contract.

"In addition to the economic improvements, this new contract
provides the opportunity for improved relations and productivity
so that ASARCO will survive if copper prices drop in the future,"
Mr. Bonds said.

Mr. Bonds warned, however, that Grupo Mexico's attempt to destroy
the deal is a cynical plan to improve its profits at the expense
of American workers and ASARCO's creditors.  He asserted that
Grupo Mexico owns mines outside the United States, and if the
reversal of the new labor agreement caused another strike, the
price of copper could rise even higher as supply dwindled.  Then
Grupo, the third largest copper producer in the world, would stand
to make even bigger profits from its foreign mines.

In the meantime, American workers would be idle, the ASARCO
facilities in Texas and Arizona would be shut, and ASARCO's
creditors would be further away from collecting anything on their
bankruptcy claims against the company.

"No one who has a stake in ASARCO's success is interested in that
result," Mr. Bonds said, "and that is why we expect that every key
participant in the bankruptcy case will join us in asking the
court to approve our new agreement."

"We believe ASARCO's creditors have a keen interest in keeping the
firm running during the current hot market for copper," Mr. Bonds
said.  "Right now, the company is making money and has the ability
to invest in new equipment and in improving its mines."

"We saw what Grupo was like when they were in charge," Mr. Bonds
said.  "The business failed and they created a hostile
relationship with the workers.  All that has changed since we got
a new, independent board of directors and a new chief executive
officer who has been committed to working constructively with our
members."

The newly-ratified agreement covers workers at ASARCO facilities
in Amarillo, Texas; and in four Arizona towns, Hayden, Sahuarita,
Marana and Kearny.  These include the Mission, Silver Bell and Ray
copper mines and the Hayden Smelter and Amarillo refinery.

Under the new agreement, ASARCO workers will, in many cases,
receive their first wage increase since 2003, and will pay no
additional amount for health care or prescription drugs.  In
addition, the new deal would restore to retirees most of the
health care benefits that under Grupo Mexico's control, ASARCO
unilaterally cut off in August 2003.

                        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).

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.


B&G FOODS: New $225 Million Senior Loan Rated Ba2 by Moody's
------------------------------------------------------------
Moody's Investors Service confirmed the B2 corporate family
rating, the Ba2 senior secured bank debt ratings and the Caa1
senior subordinated notes rating of B&G Foods, Inc.

Moody's also lowered the rating on the company's senior unsecured
notes to B3 from B1.

The rating outlook is stable.

These rating actions conclude the review for possible downgrade
begun on Jan. 24, 2007, after the company's report of its plan to
make a $200 million debt-funded acquisition of the Cream of Wheat
and Cream of Rice brands from Kraft Foods, Inc.

In addition, Moody's assigned a Ba2 rating to the company's new
$225 million senior secured term loan.

Ratings confirmed:

   -- Corporate family rating at B2

   -- Probability of Default rating at B2

   -- $25 million senior secured revolving credit agreement due
      2011 at Ba2, LGD2, 16%

   -- $25 million senior secured term loan due 2011 at Ba2, LGD2,
      16%

   -- $166 million senior subordinated notes due 2016 at Caa1,
      LGD5, 89%

Ratings lowered:

   -- $240 million senior unsecured notes due 2011 to B3, LGD4,
      59% from B1, LGD3, 38%

Rating assigned:

   -- New $225 million senior secured term loan at Ba2, LGD2, 16%

A portion of the new $225 million term loan will refinance the
existing $25 million term loan.  Moody's will withdraw the rating
on the $25 million term loan when repaid.

The confirmation of B&G's corporate family rating was based on
Moody's expectations that:

   (1) debt protection measures will not be materially negatively
       impacted, given the higher margins of the acquired assets;

   (2) B&G will be able to integrate Cream of Wheat successfully
       given the depth of its experience in folding in acquired
       properties; and,

   (3) B&G will be able to stabilize and eventually grow acquired
       revenues and EBITDA over the intermediate term, halting the
       multi-year sales decline under Kraft.

The downgrade of B&G's senior unsecured notes reflects the
addition of a significant amount of secured debt to B&G's capital
structure with a more senior claim on B&G's assets.

B&G's B2 corporate family rating reflects the company's relatively
stable cash flow, good product diversification, and double-digit
EBITA margins -- all of which are stronger than for a typical B2
company.  These strengths are offset by the very mature and
low-growth nature of many of the company's brands, by weak credit
metrics, and by a growth strategy that has relied on leveraged
acquisitions.  Moody's analyzes B&G's operations in the context of
the Rating Methodology for Global Packaged Goods Companies.

Using the 16 rating factors cited in this methodology and proforma
credit metrics for December 2006 with a full year of Cream of
Wheat and Cream of Rice, B&G's rating would score a B1 -- one
notch higher than the company's actual B2 rating.  The company's
actual rating reflects the significant weight that Moody's places
on the company's challenge of successfully integrating a
relatively large acquisition, halting the decline in Cream of
Wheat sales, and on the event risk of future acquisitions.

The stable rating outlook is based on Moody's expectation that
Cream of Wheat's sales will stabilize and that its margin will be
preserved over the intermediate term.  Moody's also anticipates
that profit performance of B&G's other products will remain fairly
stable, despite rising input costs.  There is little upward rating
pressure currently given the recent leveraged acquisition as well
as the presence of enhanced income securities in the capital
structure which contain features that effectively limit financial
flexibility and free cash flow generation.  Over the longer term,
ratings could be upgraded if B&G's business profile stabilizes and
if last twelve months debt to EBITDA approaches 5x and LTM EBIT to
interest expense approaches 2x.

Conversely, ratings could be lowered if there are problems or
delays in integrating Cream of Wheat, if erosion in Cream of
Wheat's sales is likely to continue, if Cream of Wheat's margins
cannot be maintained, or if LTM debt to EBITDA approaches 7x.

B&G Foods, Inc., based in Parsippany, New Jersey, is a
manufacturer and distributor of shelf-stable branded food products
including Ortega, Maple Grove Farms of Vermont, and
Bloch & Guggenheimer.  Preliminary revenues for the fiscal year
ended Dec. 30, 2006, were $411.3 million.


B&G FOODS: S&P Rates Proposed $250 Million Senior Facility at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan and
'1' recovery ratings to B&G Foods Inc.'s proposed $250 million
senior secured credit facility, among several ratings and
CreditWatch actions on the company.

"Net proceeds from the bank loan, along with $5 million of cash,
will be used to finance the $200 million purchase of the Cream of
Wheat and Cream of Rice brands from Kraft Food Global, Inc. and
refinance existing indebtedness," said Standard & Poor's credit
analyst Alison Sullivan.

The ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.  Ratings for B&G's
existing $50 million credit facility will be withdrawn upon
completion of the refinancing.

In addition, Standard & Poor's lowered its senior unsecured debt
rating and preliminary senior unsecured shelf debt rating on B&G
to 'CCC+' from 'B'; removed the senior unsecured debt ratings from
CreditWatch; affirmed their 'B' corporate credit rating for B&G;
and revised their outlook to stable, reflecting expected improved
covenant cushion following the financing transaction and
expectations for continued stable operating performance.

"The addition of the higher margin Cream of Wheat brand should
expand B&G's cash generating ability, which may be applied to
modest debt repayment," added Ms. Sullivan.

B&G is a manufacturer, marketer, and distributor of a diversified
portfolio of food products, including branded taco shells, maple
syrup, pickles, peppers, fruit spread, Mexican ingredients, baked
beans, meat spreads, hot sauces and peppers, seasonings, molasses,
and other specialty food products.


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust
2007-SL1, and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, subprime
and Alt-A second lien residential mortgage loans.  Approximately
72.8% of the loans were purchased by EMC Mortgage Corporation from
various originators via its conduit correspondent and 27.2% were
originated by Bear Stearns Residential Mortgage Corporation.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, excess spread, and an interest rate swap
agreement.  Moody's expects collateral losses to range from 8.75%
to 9.25%.

EMC Mortgage Corporation will act as master servicer.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2007-SL1

   * Mortgage-Backed Certificates, Series 2007-SL1

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


BUCKEYE TECHNOLOGIES: Earns $3.8 Million in Quarter Ended Dec. 31
-----------------------------------------------------------------
Buckeye Technologies Inc. reported net earnings of $3.8 million on
net sales of $184.7 million for the second quarter ended
Dec. 31, 2006, compared with net earnings of $1.9 million on net
sales of $188.3 million for the same period in 2005.  Net earnings
in 2005 included $700,000 after tax in restructuring expenses
associated with last year's closure of the Glueckstadt, Germany
cotton linter pulp plant.

Net sales for the first six months of fiscal year 2007 were
$376.1 million, 6% higher than net sales of $353.7 million for the
same period last year.

Buckeye Chairman John B. Crowe commented, "Demand for our products
is strong and we have implemented price increases in January.
Operational issues early in the October-December quarter at our
Florida wood specialty fibers facility limited our sales.  With
low inventories, our sales are closely matched to production.  The
Florida facility has returned to full production rates.  Going
forward our focus on operational reliability will help maximize
sales."

Mr. Crowe went on to say, "Continued strong cash flow generation
enabled us to reduce debt by $13 million during the quarter even
with two large semi-annual bond interest payments, our annual
employee retirement plan contribution and our annual Florida
property tax payment."

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?19a1

                     About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets
specialty fibers and nonwoven materials.  The company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                           *     *     *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the company.

Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Forest Products sector,
confirmed its B2 Corporate Family Rating for Buckeye Technologies
Inc.


C-BASS MORTGAGE: DBRS Rates Class M-11 Certificates at BB (high)
----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2007-SP1 issued by
Credit-Based Asset Servicing and Securitization LLC 2007-SP1.

   -- $92.2 million Class A-1 rated at AAA
   -- $25.7 million Class A-2 rated at AAA
   -- $22.7 million Class A-3 rated at AAA
   -- $25.5 million Class A-4 rated at AAA
   -- $6.3 million Class M-1 rated at AA (high)
   -- $5.9 million Class M-2 rated at AA (high)
   -- $3 million Class M-3 rated at AA (high)
   -- $3 million Class M-4 rated at AA
   -- $2.8 million Class M-5 rated at AA (low)
   -- $2.3 million Class M-6 rated at A (high)
   -- $2.4 million Class M-7 rated at "A"
   -- $1.5 million Class M-8 rated at BBB (high)
   -- $1.5 million Class M-9 rated at BBB
   -- $1 million Class M-10 rated at BBB (low)
   -- $1.5 million Class M-11 rated at BB (high)

The AAA ratings on the Class A Certificates reflect 16.65% of
credit enhancement provided by the subordinate classes, initial
and target overcollateralization and monthly excess spread.  The
AA (high) ratings on Class M-1, M-2 and M-3 reflect 13.50%, 10.55%
and 9.05% credit enhancement, respectively.  The AA rating on
Class M-4 reflects 7.55% of credit enhancement.  The AA (low)
rating on Class M-5 reflects 6.15% of credit enhancement.  The A
(high) rating on Class M-6 reflects 5.00% of credit enhancement.
The "A" rating on Class M-7 reflects 3.80% of credit enhancement.
The BBB (high) rating on Class M-8 reflects 3.05% of credit
enhancement.  The BBB rating on Class M-9 reflects 2.30% of credit
enhancement.  The BBB (low) rating on Class M-10 reflects 1.80% of
credit enhancement. The BB (high) rating on Class M-11 reflects
1.05% of credit enhancement.

The ratings on the certificates also reflect the quality of the
underlying assets and the capability of Litton Loan Servicing LP
as Servicer, as well as the integrity of the legal structure of
the transaction. LaSalle Bank, N.A. will act as Trustee.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
February 2007.  Interest will be paid first to the Class A
Certificates on a pro rata basis and then sequentially to the
subordinate certificates.  Until the step-down date, principal
collected will be paid exclusively to the Class A Certificates
unless their respective note balances have been reduced to zero.

After the step-down date, and provided that certain performance
tests have been met, principal payments will be distributed
among all classes on a pro rata basis. Additionally, provided
that certain performance tests have been met, the level of
overcollateralization may be allowed to step down to 2.10% of
the then-current balance of the mortgage loans but no less than
0.50% of original collateral balance.

The mortgage pool consists of fixed and adjustable rate performing
seasoned loans that were originated by various originators, which
primarily includes Mellon Bank, Ameriquest and New Century.
As of the cut-off date, the aggregate principal balance of the
mortgage loans is $199,235,000.  The weighted average mortgage
rate is 8.66%, the weighted average FICO is 646, and the weighted
average combined loan-to-value ratio is 77.36%.


C-BASS: Fitch Rates $1.4 Million Class M-11 Certificates at BB
--------------------------------------------------------------
C-BASS mortgage loan asset-backed certificates, series 2007-SP1,
are rated by Fitch Ratings as:

   -- $166,062,000 class A senior certificates 'AAA';
   -- $6,276,000 class M-1 'AA+';
   -- $5,877,000 class M-2 'AA+';
   -- $2,989,000 class M-3 'AA+';
   -- $2,988,000 class M-4 'AA';
   -- $2,790,000 class M-5 'AA-';
   -- $2,291,000 class M-6 'A+';
   -- $2,391,000 class M-7 'A';
   -- $1,494,000 class M-8 'BBB+';
   -- $1,494,000 class M-9 'BBB';
   -- $996,000 class M-10 'BBB-'; and,
   -- $1,495,000 class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 16.65%
initial credit enhancement provided by the 3.15% privately offered
class M-1, the 2.95% privately offered class M-2, the 1.5%
privately offered class M-3, the 1.5% privately offered class M-4,
the 1.4% privately offered class M-5, the 1.15% privately offered
class M-6, the 1.2% privately offered class M-7, the 0.75%
privately offered class M-8, the 0.75% privately offered class
M-9, the 0.5% privately offered class M-10, the 0.75% privately
offered class M-11 and over-collateralization.  The initial and
target OC is 1.05%.

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 3,798 fixed- and adjustable-rate
seasoned mortgage loans and totals $199.24 million as of the
cut-off date.  The weighted average seasoning of the mortgage
loans is 69 months.  The weighted average loan-to-value ratio is
67.30%.  The average outstanding principal balance, as of the
cut-off date, is approximately $52,458, the weighted average
coupon is 8.66%, and the weighted average remaining term to
maturity is 211 months.  The weighted average credit score is 646.
The loans are geographically concentrated in Pennsylvania,
California and Texas.

Approximately 74.75% of the mortgage loans were acquired in
connection with the termination of prior securitizations of
mortgage loans.

Approximately 94.50% of those mortgage loans were acquired in
connection with the termination of these securitizations:

   -- Mellon Residential Funding Corporation, mortgage pass-
      through certificates, series 2001-HEIL 1;

   -- Ameriquest Mortgage Securities Inc., asset-backed
      pass-through certificates, series 2002-1;

   -- The Provident Bank, home equity loan asset-backed
      Certificates, series 1999-2;

   -- Soundview home equity loan asset-backed certificates, series
      2000-1; and

   -- Paine Webber Mortgage Acceptance Corporation IV, home equity
      asset-backed certificates, series 2000-HE1.


CAMDEN COUNTY: Fitch Junks Rating on $56.4 Million Revenue Bonds
----------------------------------------------------------------
During the course of routine surveillance, Fitch Ratings affirms
these ratings with a Stable Outlook:

   -- Camden County Pollution Control Financing Authority, New
      Jersey's $56.4 million outstanding solid waste disposal and
      resource recovery system revenue bonds, series 1992A&B at
      'C';

   -- Coastal Regional Solid Waste Management Authority, North
      Carolina's $5.1 million outstanding solid waste system
      revenue refunding bonds, series 1999 at 'A+';

   -- Fort Lauderdale, Florida's approximately $4 million
      outstanding sanitation revenue bonds, series 2000 at 'A+';

   -- Manchester, New Hampshire's $38.3 million outstanding water
      revenue bonds, series 2003 at 'AA'.


CATHOLIC CHURCH: Portland Agrees to Hold Insurance Yield
--------------------------------------------------------
In an agreed order signed by the Hon. Elizabeth L. Perris of the
U.S. Bankruptcy Court for the District of Oregon, the Archdiocese
of Portland in Oregon and the Official Committee of Tort Claimants
agree that Portland will hold and deposit the proceeds of the
sale of the insurance policies in a separate and segregated
account until either:

    (1) the Court authorizes and directs Portland to use the
        proceeds; or

    (2) a plan of reorganization is confirmed.

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Portland asked the Court to:

    * approve the form of the agreements with its insurers;

    * authorize the Archdiocese to sell back its insurance
      policies to the insurers, in accordance with the agreements,
      free and clear of all liens, claims, encumbrances, and other
      interests;

    * find that all claims held by future claimants are "claims"
      as defined in Section 101(5) of the Bankruptcy Code;

    * find that insurers are good faith purchasers entitled to the
      protection of Section 363(m) of the Bankruptcy Code; and

    * find that the agreements and the sale of the policies comply
      with the bankruptcy code and other applicable law.

Portland's insurers are:

   -- ACE Property and Casualty Insurance Company,
   -- Safeco Insurance Company of America,
   -- General Insurance Company of America,
   -- Lloyd's,
   -- Interstate Fire & Casualty Insurance Company,
   -- St. Paul Mercury Indemnity Company,
   -- St. Paul Fire and Marine Insurance Company,
   -- Oregon Insurance Guaranty Association,
   -- Employers Surplus Lines Insurance Company, and
   -- Centennial Insurance Company.

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


CATHOLIC CHURCH: Portland Unresolved Tort Hearing Moved to Mar. 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon moved the
hearing to determine the estimated amount of each remaining
Unresolved Known Tort Claim in the Archdiocese of Portland in
Oregon's bankruptcy case to March 14 and 15, 2007, from Feb. 27
and 28, 2007.

                   Proposed Estimation Protocol

The Archdiocese of Portland in Oregon, the Official Committee of
Tort Claimants, and various tort claimants submitted competing
methodologies for the estimation of the remaining Unresolved
Known Tort Claims.

A. Tort Committee

The procedure proposed by the Tort Committee states that:

    (a) On or before Feb. 20, 2007, claimants holding unresolved
        known tort claims will identify to Portland and
        vice-versa, the witnesses, including experts, that they
        intend to call.  They will also present the documents,
        depositions and expert reports to support their
        conclusions and opinion, and other evidence upon which
        they intend to rely to support their estimation arguments
        at the hearing to be held on February 27 to 28, 2007;

    (b) On or before Feb. 23, 2007, Claimants and Portland will
        serve and file with the Court any objections to proposed
        evidence, and the legal grounds to support the objections;

    (c) Objections to the parties' proposed evidence will be heard
        beginning at 9:00 a.m., on Feb. 26, 2007;

    (d) The hearing to estimate remaining unresolved tort claims
        for confirmation purposes will commence at 9:00 a.m., on
        Feb. 27, 2007, and the procedure will be:

        * Each claimant will have 90 minutes for an individual
          hearing, to present evidence and argument to support
          their claim for compensatory damages;

        * Portland will have 90 minutes to present evidence and
          argument rebutting each Claimant's presentation;

        * At the conclusion of each Claimant's presentation of
          evidence and ensuing rebuttal by Portland, evidence will
          be introduced on a consolidated basis on:

          -- Jury verdicts in clergy abuse cases against Catholic
             Dioceses and Archdioceses, including the division of
             those verdicts between compensatory and punitive
             damages;

          -- pattern and practice evidence supporting Claimant's
             assertions relating to the Debtor's negligence; and

          -- other evidence each Claimant adduce with respect to
             punitive damages and Debtor's rebuttal;

    (e) The hearing will be open to the public, and all documents
        and evidence relied upon by the parties will be a matter
        of public record;

    (f) All interested parties will have until March 7, 2007, to
        submit post-hearing memoranda supporting their positions
        on estimation; and

    (g) In the event that the estimations will be used to
        establish a cap on liability, then the Court's findings
        and recommendations will be submitted to the District
        Court.

The Committee preserves all arguments asserted relating to
Debtor's request to estimate.

B. Tort Claimants

Certain tort claimants represented by Erin K. Olson, Esq., in
Portland, Oregon, and Kelly Clark, Esq., at O'Donnell & Clark
LLP, in Portland, Oregon, propose that the remaining claimants
with unresolved claims be permitted to present evidence
supporting their claims, including both compensatory and punitive
damages, at an estimation hearing.

The Tort Claimants ask the Court to permit the presentation of
evidence in the form of live witnesses and documents concerning,
as applicable:

    (a) their abuse and the harm it has caused them;

    (b) Portland's malfeasance and nonfeasance in causing their
        harm, including evidence of Portland's patterns and
        practices relating to its negligence;

    (c) other evidence and factors supporting an award of punitive
        damages against Portland;

    (d) historical settlements of similar claims; and

    (e) evidence of jury verdicts in similar cases.

The Tort Claimants note that the Bankruptcy Court must find that
the amounts placed in the Known Claims Trust and Future Claims
Trust pursuant to the Joint Plan are ample to pay all unresolved
known claims and all future claims in full.  This includes
payment of punitive damages claims, requiring the Bankruptcy
Court to assess the present and future values of punitive damages
claims in addition to compensatory claims.

The Tort Claimants further assert that estimation of Unresolved
Known Tort Claims and Future Claims must be conducted ultimately
by the District Court unless the parties agree to a final
determination by the Bankruptcy Court.

C. Portland

For its part, Portland proposes two options:

    (1) to adopt the Bankruptcy Court's voting purposes estimation
        for all other purposes; and

    (2) to permit estimation by Judges Michael R. Hogan and
        Lyle C. Velure.

Under the first option, each of the claimants holding unresolved
known tort claims and Portland are allowed to submit
documentation to the Bankruptcy Court to permit the Court to
estimate and temporarily allow the claims solely for the purposes
of voting to accept or reject the Joint Plan.

As an initial option, if, within five days of the Court's entry
of its Voting Purposes Estimation Order for a claim, but before
an Estimation Order being entered on the same claim, both the
Claimant and Portland agree in a written stipulation filed with
the Bankruptcy Court to adopt the Bankruptcy Court's Voting
Purposes Estimation, then the Voting Purposes Estimation will
become the Estimation Order for all other purposes.

For the second option, a claimant and Portland may opt to have
Judges Hogan and Velure estimate the claimant's unresolved claim
in lieu of court proceedings:

    (a) Judges Hogan and Velure will determine the procedures
        applicable to the estimation, including the form and
        manner of material to be submitted by the parties, and
        whether any hearings will be conducted;

    (b) After the Judges have determined the estimated amount of
        claim, Judge Hogan will enter an Estimation Order
        temporarily allowing the claim in the estimated amount for
        all purposes necessary for confirmation of the Joint Plan
        but excluding estimation for (i) temporary allowance of
        claims for the purpose of accepting or rejecting the Joint
        Plan, and (b) determining the final allowed amount each
        claim for the purpose of making actual distributions on
        each individual claim; and

    (c) The decision of the Judges will be a binding decision of
        the U.S. District Court.

If Portland and a claimant do not mutually agree to accept one of
the estimation methods within certain time periods, a third
option would be for an individualized estimation hearing for each
claim, based on written submissions, to be jointly conducted by
the Bankruptcy Court and District Court.

If Portland and each of the Claimants elect to submit for
estimation by Judges Hogan and Velure, they must file on or
before Feb. 21, 2007, a notice of election with the Bankruptcy
Court.  Failure to file a notice will result in estimation
pursuant to Option 3.

If Portland and each of the Claimants elect to have Option 3, all
written submissions are due Feb. 28, 2007, with responses due
March 9, 2007.  The Estimation Hearing will commence on the week
of March 12 to 15, 2007.

              37 Claimants Seek Temporary Allowance

Holders of claims against the Archdiocese of Portland ask Judge
Perris to grant temporary allowance of their Claims in these
specified amounts for voting purposes:

     Claim No.                Claimant         Claim Amount
     ---------                --------         ------------
        143              David Schmidt          $3,100,000
        311               Confidential           2,275,000
        473               Confidential             700,000
         64     Norman L. Klettke, Jr.          under seal
         65     Robert David Paul, Jr.          under seal
         66              Steven Colvin          under seal
         67              Curtis Grecco          under seal
         68             Rodney Kessler          under seal
         69             Charles Naylor          under seal
         70                   Earl New          under seal
         71             Douglas DeJong          under seal
         72                        B V          under seal
         73                        D S          under seal
         74                Randy Sloan          under seal
        109            Michael Cassidy          under seal
        110           Douglas A. Moore          under seal
        111                       R.B.          under seal
        112        Ricky Blaze DuHaime          under seal
        113            James LaFortune          under seal
        114           Randall McSorley          under seal
        115                     L.L.C.          under seal
        116                     J.P.R.          under seal
        117                     R.D.W.          under seal
        118                     W.L.H.          under seal
        129                       F.B.          under seal
        130                       S.D.          under seal
        131                 Gary Mitts          under seal
        132               Kenneth Nail          under seal
        133                       J.W.          under seal
        134                       M.S.          under seal
        135                       J.R.          under seal
        136                       K.L.          under seal
        170              Peter Carlich          under seal
        244                       S.H.          under seal
        276                     T.D.H.          under seal
        284                     H.E.N.          under seal
        297                       S.S.          under seal

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


CINEMARK HOLDINGS: Files Registration Statement for $400 Mil. IPO
-----------------------------------------------------------------
Cinemark Holdings Inc. has filed a registration statement with the
Securities and Exchange Commission for a proposed initial public
offering of its common stock for approximately $400 million.

The company expects to use the net proceeds that it receives from
the offering to repay outstanding debt and for working capital and
other general corporate purposes.

A full-text copy of the registration statement is available for
free at http://ResearchArchives.com/t/s?19a4

Cinemark Holdings Inc. (NYSE: CNK) -- http://www.cinemark.com/--  
through Cinemark Inc., operates 396 theatres and 4,488 screens in
the U.S. and Latin America, which includes Argentina, Brazil,
Chile, Colombia, Costa Rica, Ecuador, El Salvador, Honduras,
Mexico, Nicaragua, Panama, and Peru.  Its circuit is the third
largest in the U.S. with 281 theatres and 3,523 screens in
37 states.  The company has the most geographically diverse
circuit in Latin America with 115 theatres and 965 screens in
12 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service changed the outlook for Cinemark Inc.
to positive from stable.  The outlook change reflects the
potential for additional debt reduction with proceeds from the
proposed initial public offering of Cinemark Holdings Inc.,
which, when combined with possible debt reduction from the
proposed initial public offering of National CineMedia Inc. could
reduce leverage to at or slightly below 6x debt-to-EBITDA.
Moody's also affirmed Cinemark's B1 corporate family rating.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Standard & Poor's Ratings Services revised its outlook on Cinemark
Inc. and subsidiary Cinemark USA Inc., which are analyzed on a
consolidated basis, to positive from stable.  At the same time,
S&P affirmed its existing ratings on Cinemark, including the 'B'
corporate credit ratings.


CITIFINANCIAL MORTGAGE: Monthly Losses Cue S&P's Ratings Downgrade
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
MV-4 from CitiFinancial Mortgage Securities Inc.'s series 2003-1
to 'B' from 'BB'.  The rating remains on CreditWatch with negative
implications, where it was placed Sept. 25, 2006.

The lowered rating is based on performance that has allowed
monthly losses to consistently outpace monthly excess interest,
causing overcollateralization to fall below its target of
$1.1 million to $686,965.  In addition, loss projections indicate
that this trend could continue and further erode credit support to
this class.  As of the January 2007 distribution date, cumulative
losses were 2.62% of the original pool balance.  In addition,
delinquencies were 60.99% of the current pool balance, and
90-plus-day delinquencies were 34.51%.

Standard & Poor's will closely monitor the performance of this
transaction.  If monthly realized losses decline to a point at
which they no longer outpace monthly excess interest, and the
level of O/C has not been further eroded, S&P will affirm the
rating on this class and remove it from CreditWatch.

Conversely, if losses continue to outpace excess interest, and
the level of O/C continues to decline, S&P  will take further
negative rating action on this class.

Credit support for this transaction is provided through a
combination of subordination, O/C, and excess interest. This
transaction consists of one fixed-rate collateral group and one
adjustable-rate collateral group.

The mortgage loans in this transaction were either originated or
purchased by CitiFinancial Mortgage Co. Inc. according to
guidelines that target borrowers with less-then-perfect credit
histories.  The guidelines are meant to assess both the borrower's
ability to repay the loan and the adequacy of the value of the
mortgaged property.  These pools consist primarily of fixed- and
adjustable-rate, fully amortizing, first-lien residential mortgage
loans with original terms to maturity of no more than 30 years.

                    Rating Lowered And Remaining
                      On Creditwatch Negative

                CitiFinancial Mortgage Securities Inc.

                                           Rating
                                           ------
         Series     Class           To                From
         ------     -----           --                ----
         2003-1     MV-4            B/Watch Neg       BB/Watch Neg


CMS ENERGY: DBRS Holds Senior Unsecured Debt's Rating at BB (low)
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed CMS Energy Corporation's
senior unsecured debt ratings at BB (low), and changed the trends
to Positive.  Additionally, Consumers Energy company's First
Mortgage Bonds and Secured Notes ratings have been confirmed
at BBB with Stable trends.

The rating actions follow the company's announcement of its
intention to divest its wholly owned subsidiary, CMS Generation
Co. to the Abu Dhabi National Energy Company.

The purchase price for Generation is approximately $900 million,
including $104 million in assumed debt. The company expects the
transaction to close in the middle of 2007, but it is subject to
a number of conditions.  Assets included in the Generation sale
include independent water and power projects located in the United
Arab Emirates, Morocco, Saudi Arabia, Ghana and India.

The announcement of the intended sale of Generation follows the
company's recent announcement of its intention to divest a
portfolio of businesses in Argentina and its northern Michigan
non-utility natural gas assets for $180 million.  Combined, the
two transactions will result in the sale of the large majority of
CMS's non-utility operations.  Additionally, the company has made
public its intention to divest of its remaining foreign assets not
included in the Transactions.  Collectively, these foreign asset
sales, if concluded, would leave the company's non-utility
business with only non-regulated generating assets in the
United States.

Of the Transaction's anticipated total cash proceeds, the company
has stated its intention to retire approximately $680 million in
CMS-level debt, with the balance of proceeds used to inject
approximately $400 million as equity into Consumers.

The company estimates the interest expense and overhead savings
from the Transactions to be approximately $70 million per year,
while the increased equity investment is projected by CMS to
result in a cash flow increase of $44 million.  The combined
benefit of $114 million would be largely offset by the loss of
earnings and cash flows from the divested assets.

DBRS expects that the Transactions will result in improved
holding company credit metrics; as a modest offset, the company
will become largely dependent upon a single source of cash flow
to service its remaining parent-level obligations.

The company's trend has been changed from Stable to Positive as
DBRS views the Transactions as not only resulting in a modest
improvement in financial risk, but also a significant reduction in
business risk.

DBRS believes that a one-notch upgrade to the company's long-term
debt ratings may be warranted if:

   a. The Transactions close under the disclosed terms and
      proceeds are used as specified;

   b. Consumers continues to improve both operationally and
      financially; and

   c. CMS-level debt continues to be reduced.

Consumers' ratings are confirmed as the Transactions are viewed as
modestly credit-positive, as the utility will benefit from the
anticipated injection of $400 million of equity that will improve
debt ratios and modestly benefit earnings and cash flow, but DBRS
anticipates that a significant portion of these cash flows will be
paid as dividends to the company.


COUDERT BROTHERS: Has Exclusive Right to File Plan Until May 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Coudert Brothers LLP's exclusive periods to:

   a) file a plan of reorganization until May 20, 2007; and
   b) solicit acceptances of that plan until July 19, 2007.

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, told the
Court that the Debtor's prepetition status as a multi-national law
firm creates numerous unique complexities that must be confronted
prior to creation a plan of liquidation.  These include:

   a) determining the proper procedures for destruction or on-
      going retention of years of client's legal records and
      documents in storage;

   b) developing procedures to notify Coudert's previous clients
      of its pending liquidation and disposition of client
      files;

   c) preparing for and litigating malpractice suits currently
      pending against Coudert in other courts around the
      country;

   d) litigating in foreign jurisdictions to reclaim assets that
      were wrongfully removed or converted from the estate; and

   e) liquidating any remaining receivables and assets located
      in both domestic and foreign jurisdictions.

The Debtor argued that the sheer scope of these pending collection
and malpractice actions, as well as the inherent delay in
prosecuting and defending them in various forums, warrant the
extension of the exclusive periods.

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


DANA CORP: U.S. Trustee Disbands Equity Committee
-------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2, has
disbanded the Official Committee of Equity Security Holders,
effective Feb. 9, 2007, due to the resignation of two of the three
members of the Equity Committee, appointed on June 27, 2006, in
Dana Corp. and its debtor-affiliates' chapter 11 cases.

                          About Dana Corp.

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

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

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

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

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


DPL CAPITAL: S&P Lifts Ratings on Six Certificate Classes to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
synthetic transactions related to DPL Capital Trust II.

The rating actions reflect the raising of the ratings on DPL
Capital Trust II's $300 million 8.125% trust preferred capital
securities on Feb. 5, 2007.  The current amount of DPL Capital
Trust II's 8.125% trust preferred capital securities outstanding
is $195 million.

These DPL Capital Trust II-related deals are swap-independent
synthetic transactions that are weak-linked to the underlying
collateral, DPL Capital Trust II's 8.125% trust preferred capital
securities, which are guaranteed by DPL Inc.

                          Ratings Raised

             Structured Asset Trust Units Repackagings
             DPL Capital Security Backed Series 2002-3
            $54.55 Million Callable Units Series 2002-3

                                   Rating
                                   ------
                      Class     To        From
                      -----     --        ----
                      A units   BB+       BB-
                      B units   BB+       BB-

             Structured Asset Trust Units Repackagings
             DPL Capital Security Backed Series 2002-4
     $42.5 Million DPL Capital Security-Backed Series 2002-4

                                   Rating
                                   ------
                      Class     To        From
                      -----     --        ----
                      A units   BB+       BB-
                      B units   BB+       BB-

             Structured Asset Trust Units Repackagings
             DPL Capital Security Backed Series 2002-7
      $25 million DPL Capital security-backed series 2002-7

                                  Rating
                                  ------
                      Class     To        From
                      -----     --        ----
                      A units   BB+       BB-
                      B units   BB+       BB-


EDUCATION MANAGEMENT: S&P Rates New $1.1 Billion Term Loan C at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the proposed $1.185 billion Term Loan C of
Education Management LLC.  The 'B' bank loan rating is at the same
level as the corporate credit rating.  The recovery rating of '2'
indicates our expectation of substantial recovery of principal in
the event of a payment default.

The company will use proceeds of the new term loan to refinance
its existing $1.185 billion Term Loan B.  The interest rate on the
new loan will be 50 basis points lower than that of the existing
loan. Other terms are unchanged.

The Pittsburgh, Pennsylvania-based for-profit operator of
postsecondary schools had total debt outstanding of approximately
$1.9 billion as of Dec. 31, 2006.

Ratings List:

   * Education Management LLC

      -- Senior Secured Term Loan C at B
      -- Recovery Rating: 2


EL PASO ELECTRIC: Moody's Lifts Ratings on Preferred Stock to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings for El Paso
Electric Company, Inc. including its senior unsecured rating,
which was upgraded to Baa2 from Baa3.

This rating action concludes the review for possible upgrade that
was initiated for El Paso Electric on Aug. 29, 2006.  The ratings
that were upgraded also include EPE's S-3 shelf registration
statement, which includes a senior secured rating, upgraded to
Baa1 from Baa2 and preferred stock to Ba1 from Ba2.

The rating outlook is stable.

The rating rationale includes Moody's assessments of EPE's
financial position, business and operating risk profile, available
liquidity capacity and general corporate governance.  Although
these assessments position EPE strongly within the Baa -- Medium
Risk category, additional ratings upgrades will be modestly
constrained by the company's size, nuclear concentration risk in
the Palo Verde generating station over the near-term, its capital
expenditure needs over the longer term and a resolution on CEO
succession plans.  These assessments are generally described in
Moody's Global Regulated Electric Utility Rating Methodology,
published in March 2005.  Moody's notes that the Rating
Methodology is expected to be updated in 2007.

EPE's financial position and key credit metrics are the primary
drivers behind the upgrade and the company's strong position
within the Baa2 senior unsecured rating category.  The company has
steadily increased its base rate revenues over the past ten years,
increased its cash flow related credit metric ratios and typically
produced positive free cash flow given the absence of a common
stock dividend.  Moody's expects El Paso to maintain this
relatively strong financial profile over the near-term.

As a relatively small utility company, in terms of its annual
revenues, assets and generation capacity El Paso's 16% ownership
interest in Palo Verde creates a significant nuclear concentration
risk for the credit.  This nuclear station is operated by Arizona
Public Service, which is the primary operating subsidiary of
Pinnacle West Capital.  The nuclear risks associated with Palo
Verde could become a substantial ratings driver for El Paso, but
Moody's incorporates a view that the nuclear related operating and
other procedural issues will be resolved in a manner that does not
materially impact the credit over the intermediate-term.

The stable rating outlook reflects Moody's view that the company
will continue to produce relatively strong credit ratios for its
rating over the next twelve to eighteen months and that the
operational and other oversight issues currently impacting Palo
Verde will be resolved without the incurrence of substantial
losses.

El Paso Electric Company is an investor-owned electric utility
which serves the greater El Paso, Texas region, in addition to
regions near Las Cruces, New Mexico.  The company has consolidated
revenues of approximately $800 million.

Upgrades:

   * El Paso Electric Company

      -- Issuer Rating, Upgraded to Baa2 from Baa3

      -- Multiple Seniority Shelf, Upgraded to a range of Ba1 to
         Baa1 from a range of Ba2 to Baa2

-- Senior Unsecured Regular Bond, Upgraded to Baa2 from Baa3

   * Farmington City, New Mexico

      -- Senior Unsecured Revenue Bonds, Upgraded to Baa2 from
         Baa3

   * Maricopa County, Arizona, Pollution Control Corp.

      -- Senior Unsecured Revenue Bonds, Upgraded to Baa2 from
         Baa3

Outlook Actions:

   * El Paso Electric Company

      -- Outlook, Changed To Stable From Rating Under Review


ELECTRICAL COMPONENTS: Moody's Affirms Ratings and Revises Outlook
------------------------------------------------------------------
Moody's Investors Service affirmed Electrical Components
International, Inc.'s -- formerly known as Electrical Components
International Holdings Company -- B1 corporate family rating.

Moody's also affirmed the Ba3 rating for ECI's $35 million
revolving credit facility and $245 million first lien term loan,
and the B3 rating for its $60 million second lien term loan.

The company recently upsized the first lien term loan by
$90 million to $245 million to finance its $75 million cash
acquisition of the Noma Wire and Cable Assembly Business from
GenTek Inc.

Moody's revised the rating outlook to negative from stable due to
integration risk and weaker credit metrics stemming from the
aforementioned acquisition and related financing.

Outlook Actions:

   * Electrical Components International, Inc.

      -- Outlook, Changed To Negative From Stable

The B1 corporate family rating reflects ECI's improved market
position pro forma for the Noma acquisition, inherently stable end
markets, and long-term customer relationships.  Additionally, the
ratings reflect Moody's belief that ECI should be able to achieve
production, purchasing, and overhead synergies by rationalizing
operations.

The Noma acquisition's scale, inherent integration risks despite
the similarity of the two businesses, high customer concentration,
and increased leverage to nearly 5x supports a cautious approach
and therefore a negative rating outlook.

Moody's believes that ECI has little room for error at the B1
rating level for the remainder of 2007.  Achieving aforementioned
production synergies will require a significant investment in 2007
and 2008, which will dampen free cash flow.  Therefore, lower than
expected top line performance, significant delays in implementing
production-related synergies, or margin deterioration could
trigger a rating downgrade as ECI would be weakly positioned at
the B1 rating level.

Additionally, Moody's notes that despite the investment required
to achieve operational synergies, nominal expected free cash in
2007 and a significant increase in the company's scale, the
revolving credit facility commitment remains unchanged at
$35 million.

ECI's failure to capitalize on its improved pro forma market
position and achieve purchasing and overhead synergies could also
trigger a rating downgrade.  Given the company's inherently slow
growth, which is effectively tied to the fortunes of the white
goods industry, low margins, coupled with weak expected cash flow
metrics in 2007 and the need to reduce leverage, Moody's does not
envision a scenario that would result in positive near-term rating
momentum.  Moody's could stabilize the outlook if it appears that
the timing and magnitude of operational and purchasing synergies
are achieved, or if ECI demonstrates continued top line and margin
stability, an enhanced liquidity profile, and reduced leverage.

Electrical Components International, Inc., headquartered in
St. Louis, Missouri, designs, manufactures and markets wire
harnesses and provides assembly services primarily for major white
goods appliance manufacturers in North America and Europe.  Fiscal
2006 revenues were approximately $383 million, or $685 million pro
forma for the acquisition of Noma.


ELECTRICAL COMPONENTS: S&P Rates Proposed $245 Million Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and '3' recovery rating to Electrical Components
International Inc.'s proposed $245 million first-lien term loan,
indicating that lenders can expect to recover a meaningful amount
of principal in the event of a payment default.

In addition, Standard & Poor's affirmed its ratings on the
company, including its 'B' corporate credit rating.

The outlook is stable.

The affirmation follows the company's report that it has entered
into an agreement to acquire the assets of Noma Corp., which is a
subsidiary of GenTek Inc. and ECI's leading competitor in the
North American market.  The purchase price of $75 million
represents a multiple of approximately 6.8x Noma's EBITDA.

Proceeds from the term loan will be used to refinance ECI's
existing $155 million term loan, to fund the purchase of Noma's
assets, and to repay drawn amounts under ECI's existing
$35 million revolving credit facility.  Standard & Poor's will
withdraw its ratings on the existing $155 million term loan upon
the closing of the new term loan facility.

"Upon completion of the Noma acquisition, ECI's highly leveraged
financial risk profile will weaken somewhat as a result of the
additional term loan financing necessary to fund the purchase,"
said Standard & Poor's credit analyst James Siahaan.

"However, the company will benefit from ECI's increased scale and
market positions, coupled with the possibility of additional cost
savings following the integration process," Mr. Siahaan continued.


ENERNORTH INDUSTRIES: Files Notice of Intention Under Canadian BIA
------------------------------------------------------------------
EnerNorth Industries Inc. has filed a Notice of Intention to make
a proposal to its creditors under the Bankruptcy and Insolvency
Act (Canada).

The BIA stays all actions against the company to give it time to
make a proposal to its creditors to satisfy their claims without
bankruptcy.

The company has appointed Zwaig Associates Inc., a licensed
trustee, to act as trustee under the proposal.  The Superior Court
of Justice for the Province of Ontario has also appointed Zwaig
Interim Receiver of the company.  Zwaig's appointment as Interim
Receiver will ensure that the company's assets are effectively
managed during the proposal period.

EnerNorth Industries Inc. (AMEX: ENY)(FRANKFURT: EPW1) --
http://www.enernorth.com/-- is a junior oil and gas company
carrying out operations through production, development and
exploration of oil and gas in the Western Sedimentary Basin,
Canada.

There are approximately 4.293 million shares issued and
outstanding in the capital of the company.


ENTERPRISE PRODUCTS: Earns $133 Million for Fourth Quarter 2006
---------------------------------------------------------------
Enterprise Products Partners L.P. disclosed its financial results
for the three months and full year ended Dec. 31, 2006.  The
company reported a 22% increase in net income for the fourth
quarter of 2006 to $133 million from $108 million in the fourth
quarter of 2005.

Net income for the twelve months ended Dec. 31, 2006 increased
by 43% to a record $601 million compared to $420 million for the
twelve months ended December 31, 2005.

Distributable cash flow generated in the fourth quarter of 2006
was $254 million, a 20% increase from $212 million in the fourth
quarter of 2005.

On Jan. 16, 2007, the company's board of directors approved an
increase in the partnership's quarterly cash distribution to
$0.4675 per unit with respect to the fourth quarter of 2006.  This
represents a 7% increase over the $0.4375 per unit rate paid with
respect to the fourth quarter of 2005.  Distributable cash flow
for the fourth quarter of 2006 provided over 1.1x coverage of the
cash distribution to the limited partners.

Distributable cash flow for the twelve months ended Dec. 31, 2006
increased 9% to a record $992 million from $906 million for 2005.
Distributable cash flow for 2006 provided 1.2x coverage of the
cash distributions paid to the limited partners with respect to
2006.  Distributable cash flow is a non-generally accepted
accounting principle financial measure that is defined and
reconciled later in this press release to its most directly
comparable GAAP financial measure, net cash provided by operating
activities.

Financial highlights for the fourth quarter of 2006 included
revenue of $3.4 billion compared to $3.8 billion in the fourth
quarter of 2005.  The company's revenues and operating costs and
expenses can fluctuate significantly based on the level of natural
gas and NGL prices without necessarily affecting operating income
and gross operating margin.  In the fourth quarter of 2006, both
revenues and operating costs and expenses were lower due to the
decrease in the price for natural gas and NGLs from the fourth
quarter of 2005.

Operating income for the fourth quarter of 2006 increased 16% to
$206 million compared to $178 million for the fourth quarter of
2005. Gross operating margin increased 12% to $340 million for
the fourth quarter of 2006 from $303 million for the same quarter
in 2005.  Earnings before interest, taxes, depreciation and
amortization for the fourth quarter of 2006 increased 12% to
$319 million from $284 million for the fourth quarter of 2005.
Gross operating margin and EBITDA are non-GAAP financial measures
that are defined and reconciled later in this press release to
their most directly comparable GAAP financial measures.

The company highlights for 2006 included record revenue of
$14 billion compared to $12 billion in 2005.  Operating income
increased by 30% to a record $860 million in 2006 compared to
$663 million in 2005.  Gross operating margin increased by 20%
to a record $1.4 billion in 2006 from $1.1 billion in 2005.
EBITDA increased by 21% to a record $1.3 billion in 2006 from
$1.1 billion in 2005.  Operating income, gross operating margin
and EBITDA for 2006 included approximately $64 million of
recoveries under business interruption insurance.

"Enterprise reported a solid fourth quarter which culminated an
outstanding performance by our partnership in 2006," stated Robert
G. Phillips, president and chief executive officer of Enterprise.
"During the year, we transported over 1.8 million barrels per day
of NGLs, crude oil and petrochemicals and over 7.5 trillion Btus
per day of natural gas through our 34,000-mile network of
pipelines.  We generated nearly $1 billion of distributable cash
flow, increased our distribution rate to partners by 7% and
retained $112 million of distributable cash flow to reinvest in
the growth of the partnership."

"In 2006, our partnership was successful in continuing its
integrated growth in the major producing and consuming regions
for natural gas, NGLs and crude oil in the United States.  We
extended the company's value chain in two of the most prolific
natural gas developments in the United States, the Piceance Basin
and Jonah/Pinedale fields.  Five of our largest growth capital
projects in the Rocky Mountain region are scheduled to be
completed during the second half of 2007," said Phillips.

"These are just some of the highlights for 2006.  We continue to
take steps to lever off of our large base of assets and further
strengthen the company's standing as one of the leading providers
of midstream energy services in North America.  We believe as
these new projects become operational and begin generating new
streams of cash flow, Enterprise is positioned to provide our
partners with consistent distribution growth which should increase
the net worth of our partnership and their investment," concluded
Phillips.

Headquartered in Houston, Texas, Enterprise Products Partners
L.P. -- http://www.epplp.com/-- provides midstream energy
services to producers and consumers of natural gas, NGLs and
crude oil.  Enterprise transports natural gas, NGLs and crude
oil through 33,100 miles of onshore and offshore pipelines and
is an industry leader in the development of midstream
infrastructure in the United States and the Gulf of Mexico.
Services include natural gas transportation, gathering, processing
and storage; NGL fractionation, transportation, storage, and
import and export terminaling; crude oil transportation and
offshore production platform services.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Standard & Poor's Ratings Services raised its corporate credit
ratings on midstream energy master limited partnership Enterprise
Products Partners L.P. and Enterprise Products Operating L.P. to
'BBB-' from 'BB+'.  Standard & Poor's also raised its corporate
credit rating on EPCO Holdings Inc. to 'BB-' from 'B+'.


FR BRAND: S&P Junks Rating on $120 Million 2nd-Lien Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned new ratings to FR
Brand Acquisition Corp.'s revised $1.03 billion first- and
second-lien senior secured bank credit facilities.

The changes to the facilities consist of:

   * shifting $25 million of the $150 million first-lien revolving
     credit facility to a new first-lien synthetic LOC facility;

   * shifting $50 million of the second-lien term debt to the
     first-lien term loan, all of which will now be issued in the
     U.S.; and

   * dividing the second-lien term loan into a $120 million
     tranche issued by FR Brand and a $180 million tranche issued
     by Aluma Systems Inc., a Canada-based subsidiary.


FR Brand's $125 million first-lien revolver, $25 million
first-lien LOC facility, and $580 million first-lien term loan are
rated 'B' with a recovery rating of '3', indicating an expectation
of meaningful recovery of principal in the event of a payment
default, while its $120 million second-lien term loan is rated
'CCC+' with a recovery rating of '5'.

Aluma Systems Inc.'s $180 million second-lien term loan is rated
'B' with a recovery rating of '2', indicating an expectation of
substantial recovery of principal.

The corporate credit rating on FR Brand is 'B', reflecting a
highly leveraged financial profile, operations that depend largely
on the volatile energy sector, and customer concentration.

The outlook is negative.

Ratings List:

   * FR Brand Acquisition Corp.

      -- Corporate Credit Rating, B/Negative/

New Rating:

   * FR Brand Acquisition Corp.

      -- $125 mil. 1st-lien revolving, B, Recovery rating: 3
      -- $25 mil. 1st-lien LOC facility, B, Recovery rating: 3
      -- $580 mil. 1st-lien term loan, B, Recovery rating: 3
      -- $120 mil. 2nd-lien term loan, CCC+, Recovery rating: 5

   * Aluma Systems Inc.

      -- $180 mil. 2nd-lien term loan, B, Recovery rating: 2


GSMPS MORTGAGE: S&P Puts D Rating on 2005-LT1 Class B-3 Certs.
--------------------------------------------------------------
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 our 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


HI-LIFT OF NEW YORK: Court Appoints Ted Berkowitz as Mediator
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
appointed Ted A. Berkowitz, Esq., as mediator in the mediation
proceeding between Hi-Lift of New York Inc., and its affiliate TMR
Realty Inc., on one hand, and IAM National Pension Fund, on the
other.

As reported in the Troubled Company Reporter on Dec. 1, 2006, the
fund filed a suit against the Debtors in April 2004 with the U.S.
District Court for the District of Columbia to collect
approximately $8.27 million of prepetition withdrawal liabilities
against the Debtors.

The District Court granted the Fund's motion for summary judgment
in March 2006 and awarded judgment to the Fund in the amount of
$8.27 million plus interest and other damages and reasonable
attorney's fees.

The Debtors subsequently filed a notice of appeal with the
Columbia District Court.

Lowenstein Sandler PC and O'Donoghue & O'Donoghue LLP serve as
counsel to the Fund.

Headquartered in Farmingdale, New York, Hi-Lift of New York, Inc.,
sells and distributes Toyota tractors and forklifts.  The Company
and its affiliate TMR Realty Inc., which is engaged in the real
estate business, filed for bankruptcy protection on April 3, 2006
(Bank. E.D.N.Y. Case Nos. 06-40943 and 06-40942) Kevin J. Nash,
Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represents the
Debtors in their restructuring.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  Hi-Lift of New York reported assets between $1 million and
$10 million and debts between $10 million and $50 million when it
filed for bankruptcy.  TMR Realty had assets between $50,000 and
$1 million and debts between $100,000 and $10 million.


ICEFLOE TECH: Issues Shares to Bondholders as Payment in Kind
-------------------------------------------------------------
icefloe Technologies Inc. received TSX Venture Exchange approval
to issue 543,730 common shares of icefloe to holders of its 10%
Senior Secured Convertible Debentures issued on Jan. 24, 2006 as
payment in kind of the first year's interest on the Debenture.

The Shares were distributed to Debenture holders on Feb. 1, 2007
and are subject to a four-month hold period pursuant to Exchange
policies.  The hold period for the Shares will expire on June 2,
2007.

Five related parties and insiders of icefloe received shares in
lieu of interest in this transaction.  YMG Private Wealth
Opportunities Fund received 75,000 Shares and beneficially owns,
directly or indirectly, or exercises control or direction over
958,800 common shares of icefloe or approximately 12.3% of the
outstanding common shares of icefloe.

Mr. Whit Tucker received 12,500 Shares and beneficially owns,
directly or indirectly, or exercises control or direction over
306,500 common shares of icefloe or approximately 3.93% of the
outstanding common shares of icefloe.  Mr. David Elliott received
6,250 Shares and beneficially owns, directly or indirectly, or
exercises control or direction over 6,250 common shares of icefloe
or approximately 0.08% of the outstanding common shares of
icefloe.  Mr. Wayne Newson received 18,750 Shares and beneficially
owns, directly or indirectly, or exercises control or direction
over 211,298 common shares of icefloe or approximately 2.71% of
the outstanding common shares of icefloe.  Mr. J. Robert Furse
received 6,250 Shares and beneficially owns, directly or
indirectly, or exercises control or direction over 291,718 common
shares of icefloe or approximately 3.74% of the outstanding common
shares of icefloe.

Headquartered in Mississauga, Ontario, icefloe Technologies Inc.
(TSX VENTURE: ICY) -- http://www.icefloe.com/-- is dedicated to
the development and commercialization of its proprietary chilling
technology which brings flash chilling capability in a portable
form and enables the beverage industry to serve ice cold draft
beer without excessive foam loss, anytime and anywhere.  Its
wholly owned subsidiary, Draught Guys Inc., provides installation,
sales and service for both traditional draft systems and icefloe's
proprietary products in the Ontario market.

At Sept. 30, 2006, icefloe's balance sheet showed a stockholders'
deficit of $721,172, compared to a deficit of $5,001 at Dec. 31,
2005.


IFM COLONIAL: S&P Puts Corporate Credit Rating at BB+
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to IFM Colonial Pipeline 2 LLC, a domestic
subsidiary of Australian-based Industry Funds Management.

Standard & Poor's also assigned a 'BBB-' rating to IFM Holdco's
$225 million senior secured credit facility.  In addition, the
facility was also assigned a '1' recovery rating, indicating the
expectation of full recovery of principal in a default scenario.
Driven primarily by S&P's recovery rating, the senior secured
rating is one notch above the corporate credit rating.

The outlook is stable.

IFM Holdco intends to use the proceeds from the $225 million
senior secured facility along with $424 million of equity to
purchase a 15.8% equity interest in Colonial Pipeline Co. from
CITGO Petroleum Corp.

IFM Holdco has a satisfactory business profile and an aggressive
financial profile.  Ratings are buoyed by the strong business
profile of Colonial, a unique refined products pipeline which
accesses 13 major refineries in the Gulf Coast and terminates in
end markets representing about 15% of the U.S. population.

Absent any major operational difficulties, which are considered
remote risks, the ratings will likely remain stable for the
foreseeable future.  Expansion projects appropriately supported
with long-term contracts with creditworthy shippers and that do
not materially alter balance sheet fundamentals are reflected in
the rating.

"Rating or outlook improvement is unlikely, unless financial
policy is significantly changed," said Standard & Poor's credit
analyst Charles J. LaPorta.

"Downward ratings or outlook changes could be precipitated by
operational problems that could persist, or if corporate strategy
was shifted to introduce new business or financial risks into
Colonial's credit profile," Mr. LaPorta continued.


IKON OFFICE: Earns $27.3 Million in Quarter Ended December 31
-------------------------------------------------------------
IKON Office Solutions reported net income was $27.3 million for
the first quarter of fiscal 2007 ended Dec. 31, 2006, compared
with a net income of $27.6 million for the same period ended
Dec. 31, 2005.

Total revenue for the first quarter of fiscal year 2007 was
$1 billion, down 3% year over year, including a 1% currency
benefit.

Selling and administrative expenses decreased $25.8 million year
over year and represented 28.6% of revenue in the first quarter.
The decrease in selling & administrative expenses was primarily
driven by pension savings, and reductions in IT, real estate and
other corporate expenses.

Operating income in the first quarter of fiscal 2007 was
$49 million, compared to $53.3 million in the same period of
fiscal 2006.

"While we met our EPS guidance for the quarter, we are focused on
our top line performance and are taking actions to address revenue
growth," said Matthew J. Espe, IKON's Chairman and Chief Executive
Officer.  "We also remain focused on spending reductions and on
the roll out of One Platform, our initiative to migrate to a
single IT platform in the U.S.  We continue to expect that our
U.S. migration to One Platform will be two-thirds complete by the
end of fiscal 2007."

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?19a3

                             Liquidity

Cash was $366 million as of Dec. 31, 2006, and cash used in
operations totaled $8 million for the first quarter, compared to a
usage of $38 million in the first quarter of last year.

Capital expenditures on operating rentals and property and
equipment, net of proceeds, totaled $9 million for the first
quarter, compared to $8 million for the first quarter of fiscal
year 2006.

                    About IKON Office Solutions

Headquartered in Malvern, Pennsylvania, IKON Office Solutions Inc.
(NYSE:IKN) -- http://www.ikon.com/-- is the world's largest
independent channel for copier, printer and MFP technologies.  It
delivers integrated document management solutions and systems,
enabling customers worldwide to improve document workflow and
increase efficiency.  IKON has approximately 25,000 employees in
over 400 locations throughout North America and Western Europe.


INDEPENDENCE TAX II: Dec. 31 Balance Sheet Upside-Down by $5.9MM
----------------------------------------------------------------
Independence Tax Credit Plus L.P. II reported a $1,179,800 net
loss on $2,463,454 of revenues for the third fiscal quarter
ended Dec. 31, 2006, compared with a $1,155,547 net loss on
$2,515,969 of revenues for the same period in 2005.

At Dec. 31, 2006, the limited partnership showed $76.7 million in
total assets, $83.7 million in total liabilities, and $1.1 million
in minority interest, resulting in a $5.9 million partner's
deficit.

Rental income decreased approximately 3% for the quarter ended
Dec. 31, 2006, as compared to the same period in 2005, primarily
due to a drop in occupancy resulting from damages caused by
Hurricane Katrina at one subsidiary partnership, offset by
increases in rental rates of other subsidiary partnerships.

Other income increased approximately $17,000 for the quarter ended
Dec. 31, 2006, primarily due to insurance proceeds received for
hurricane damages at one subsidiary partnership.

Total expenses, excluding repairs and maintenance and operating,
increased less than 1% as compared to the corresponding period in
2005.

Repairs and maintenance increased approximately $59,000 for the
quarter ended Dec. 31, 2006, as compared with the corresponding
period in 2005, primarily due to an increase in salaries and wages
and painting and decorating expenses at one subsidiary partnership
and an increase in janitorial expense at a second subsidiary
partnership.

Operating expenses decreased approximately $91,000 for the quarter
ended Dec. 31, 2006, as compared to the same period in 2005,
primarily due to a refund received for past overcharges on water
billings at one subsidiary partnership offset by increased heat,
gas and electricity costs at other local subsidiary partnerships.

Full-text copies of the partnership's consolidated financial
statements for the second quarter ended Dec. 31, 2006, are
available for free at http://researcharchives.com/t/s?1999

                 Beneficial Assignment Certificates

On Jan. 19, 1993, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments  of
limited  partnership  interests  in the company.  The company
received $58,928,000 of gross proceeds from the offering from
3,475 investors.  The offering was terminated on April 7, 1994.
As of Dec. 31, 2006, the  Partnership  has invested all of
its net proceeds in fifteen subsidiary partnerships.

Approximately $282,000 of the purchase price remains to be paid to
the subsidiary partnerships (including approximately $24,000 being
held in escrow).

The tax credits  are  attached  to a subsidiary partnership for
the 10 year credit period and are  transferable with the property
during the entirety of such 10 year period.  If trends in the real
estate market warranted the sale of a property, the remaining tax
credits would transfer to the new owner, thereby adding value to
the property on the market.  However, such value declines each
year and is not included in the financial  statement carrying
amount.  The credit periods are scheduled to expire at various
times through Dec. 31, 2007 with respect to the subsidiary
partnerships depending upon when the credit period commenced.
The Partnership generated $4,827,456, $8,384,145 and $8,746,267 of
tax credits during each of the 2005, 2004 and 2003 tax years,
respectively.

               About Independence Tax Credit Plus II

Independence Tax Credit Plus II is a limited partnership formed
under the laws of Delaware on February 11, 1992.  Its general
partner Related Independence Associates L.P. is an affiliate of
CharterMac Capital LLC.  At Dec. 31, 2006, the partnership has
subsidiary interests in fifteen other limited partnerships owning
leveraged apartment complexes that are eligible for the low-income
housing tax credit.  The company's investment in each subsidiary
partnership represents 98.99% of the company's interests in these
other partnerships.


JAMES RIVER: Secures $135 Mil. Financing from Morgan Stanley & GE
-----------------------------------------------------------------
James River Coal Company has entered into a commitment letter with
Morgan Stanley Senior Funding, Inc. and GE Commercial Finance,
providing for the commitment of debt financing in the aggregate
amount of up to $135 million.

The proposed credit facilities, in the form of senior secured
credit facilities, consisted of a synthetic letter of credit
facility, a term loan, and a revolving credit facility.  The
closing date is on Feb. 28, 2007.

Morgan Stanley Senior Funding, Inc. has committed to provide 100%
of the principal amount and to act as sole lead arranger of these
facilities:

   (i) $60 million in a synthetic letter of credit facility, and
  (ii) $40 million in a term loan facility.

GE Commercial Finance has committed to provide 100% of the
revolving line of credit up to $35 million, including a
$10 million letter of credit sub facility.

The proposed credit facilities will contain financial covenants
including those covering minimum EBITDA, maximum capital
expenditures, and maximum total funded indebtedness.

The company intended to utilize the funds:

   * to refinance existing secured indebtedness and replace
     existing letters of credit,

   * to provide for working capital and other general purposes,
     and

   * to pay the fees and expenses associated with the proposed
     credit facilities.

                      About James Coal Co.

Headquartered in Richmond, Virginia, James River Coal Company
(NASDAQ: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                         *     *     *

James River's 9-3/8% Senior Notes due 2012 carry Moody's Investors
Service's Caa3 rating and Standard & Poor's CCC rating.


JUNIPER CBO: S&P Holds Junk Ratings on $42 Million Notes
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-3L and A-3 notes issued by Juniper CBO 2000-1 Ltd., an arbitrage
CBO transaction managed by Wellington Management Co., on
CreditWatch with positive implications.

At the same time, the rating on the class A-2L notes was affirmed.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the class
A-3L and A-3 notes since the last rating action in August 2006.
The primary factor is an increase in the level of
overcollateralization available to support the class A-3L and A-3
notes due to de-levering of the class A-2 notes.  Since the last
rating action, the transaction has paid down approximately
$15.92 million to the class A-2 notes, leaving only 18.93% of
original par remaining on the notes.

Standard & Poor's also notes that, according to the most recent
trustee report, dated Jan. 2, 2007, the senior class A
overcollateralization ratio was 158.8%, which compares with a
ratio of 150.6% at the time of the last rating action.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Juniper CBO 2000-1 Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

                Ratings Placed On Creditwatch Positive

                       Juniper CBO 2000-1 Ltd.

                          Rating
                          ------
            Class   To               From      Balance
            -----   --               ----      -------
            A-3L    AA/Watch Pos     AA        $20,000,000
            A-3     AA/Watch Pos     AA        $30,000,000

                          Rating Affirmed

                       Juniper CBO 2000-1 Ltd.

                   Class   Rating      Balance
                   -----   ------      -------
                   A-2L    AAA         $17,035,000

                     Other Outstanding Ratings

                       Juniper CBO 2000-1 Ltd.

                    Class   Rating      Balance
                    -----   ------      -------
                    A-4L    CCC-        $15,000,000
                    A-4     CCC-        $20,000,000
                    B-2     CC           $7,000,000

Transaction Information:

   * Issuer: Juniper CBO 2000-1 Ltd.
   * Co-issuer: Juniper CBO 2000-1 Corp.
   * Manager: Wellington Investment Co. LLP
   * Underwriter: Bear Stearns Cos. Inc.
   * Trustee: JPMorgan Chase Bank N.A.
   * Transaction type: Arbitrage corporate high-yield CBO


KANSAS CITY SOUTHERN: S&P Holds Ratings and Removes CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Kansas
City Southern, including the 'B' corporate credit rating, and
removed the ratings from CreditWatch, where they were placed
Jan. 29, 2007.  The 'D' rating on the preferred stock was not on
CreditWatch.

The rating action follows the company's report that its wholly
owned subsidiary, The Kansas City Southern Railway Co., has
received the requisite number of consents needed to amend the
indentures related to its 9-1/2% notes due 2008 and its 7-1/2%
notes due 2009, and that it has received consents from all of the
lenders under its credit agreement to waive related defaults.

Prior to the CreditWatch placement, the outlook had been negative.

The outlook is now stable, reflecting the company's improved
liquidity position and strengthening financial profile.  Kansas
City Southern is a holding company with U.S.-based freight
railroad operations as well as extensive operations in Mexico.

"The ratings reflect Kansas City Southern's highly leveraged
capital structure, challenges associated with its integration of
Kansas City Southern de Mexico S. de R.L. de C.V. [KCSM;
previously TFM S.A. de C.V.], the Mexican railroad it acquired
control of in April 2005, and limited [albeit improving]
liquidity," said Standard & Poor's credit analyst Lisa Jenkins.

Offsetting these risks to some extent are the favorable
characteristics of the U.S. freight railroad industry and the
company's strategically located rail network.  Favorable industry
conditions have enabled Kansas City Southern to strengthen its
financial profile and liquidity position in recent quarters,
and further improvement is expected over the near to intermediate
term.

KCSR is a Class 1 U.S. freight railroad.  It is significantly
smaller and less diversified than its peers, but operates a very
strategically located rail network.  With its north-south
orientation, KCSR is well positioned to take advantage of NAFTA
trade opportunities.  Kansas City Southern had previously
maintained a 49% voting interest in KCSM.

Now that it owns 100% of the company, Kansas City Southern is more
fully integrating KCSR operations with those of KCSM and is
expected to achieve increased marketing and cost synergies over
time.  Although Kansas City Southern now influences the management
of day-to-day operations at KCSM, the two companies have retained
separate legal identities and are continuing to finance their
operations separately.

If Kansas City Southern's liquidity and financial performance
continue to improve, the outlook is likely to be revised to
positive.  An outlook revision to negative is less likely given
currently favorable industry prospects and the company's
continuing focus on improving its operating performance and
financial profile.


KYPHON INC: Closes $200 Million Convertible Senior Notes Offering
-----------------------------------------------------------------
Kyphon Inc. reported the closing of its offering of $200 million
aggregate principal amount of Convertible Senior Notes due 2012
and $200 million aggregate principal amount of Convertible
Senior Notes due 2014 that were privately offered to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.  The notes of each series include
$25 million aggregate principal amount of notes sold to the
initial purchasers pursuant to an over-allotment which was
exercised in full.

Interest on the notes due 2012 will be paid semiannually at a rate
of 1% per year and interest on the notes due 2014 will be paid
semiannually at a rate of 1.25% per year.  Upon the occurrence of
certain events, the notes will be convertible into cash up to the
principal amount, and if applicable, shares of common stock in
respect of any conversion value above the principal amount, based
on an initial conversion rate of 17.1951 shares of common stock
per $1,000 principal amount of notes, which is equivalent to an
initial conversion price of approximately $58.16 per share.  This
initial conversion price represents a premium of 24% relative to
the last reported sale price on Jan. 31, 2007 of the company's
common stock of $46.90 per share.

In connection with the offering, the company entered into
convertible note hedge transactions with affiliates of the initial
purchasers.  These transactions are intended to reduce the
potential dilution to the company's stockholders upon any future
conversion of the notes.  The company also entered into warrant
transactions concurrently with the offering, pursuant to which
it sold warrants to purchase the company's common stock to the
same counterparties that entered into the convertible note hedge
transactions.  The convertible note hedge and warrant transactions
effectively will increase the conversion price of the convertible
notes to approximately $75.04 per share of the company's common
stock, representing a 60% premium relative to the last reported
sale price on Jan. 31, 2007 of $46.90 per share of the common
stock.

The company estimates that the net proceeds from the offering,
including proceeds resulting from the exercise of the initial
purchasers' over-allotment option, will be approximately
$390 million, after deducting discounts, commissions and estimated
expenses.  In addition, the warrant transactions resulted in gross
proceeds to the company of approximately $77 million.

The company used approximately $112 million of the combined net
proceeds of the offering and proceeds from the sale of warrants to
fund the cost of the convertible note hedge transactions.  The
company intends to use the remaining proceeds of approximately
$355 million, together with revolver borrowings under its
$250 million senior secured credit facility, to retire the
$425 million senior secured term loan incurred to complete
the acquisition of St. Francis Medical Technologies.

The company currently projects non-operating expense for full year
2007, including expenses related to debt issuance costs, will be
approximately $20 million as a result of this refinancing.  Non-
operating expense for the first quarter of 2007 is expected to be
approximately $12 million including the impact of the write-off of
debt issuance costs related to retirement of the term loan.

The company has been advised that, in connection with
the convertible note hedge and warrant transactions, the
counterparties to those transactions or their affiliates entered
into various derivative transactions with respect to the company
common stock concurrently with or shortly after pricing of the
notes.  In addition, these counterparties or their affiliates may
enter into or unwind various derivative transactions with respect
to the company's common stock and purchase or sell the company's
common stock in secondary market transactions following the
pricing of the notes.

Headquartered in Sunnyvale, Calif., Kyphon Inc. (Nasdaq:KYPH)
develops and markets medical devices to restore spinal function
and low back pain.  The company's products are also used in
balloon kyphoplasty for the treatment of spinal fractures caused
by osteoporosis or cancer

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2006,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Sunnyvale, California-based medical device
manufacturer Kyphon Inc.  The rating outlook is positive.


LEAR CORP: Inks $5.3 Billion Merger Deal with Icahn Affiliate
-------------------------------------------------------------
Lear Corporation and American Real Estate Partners, L.P., an
affiliate of Carl C. Icahn, have entered into an agreement for
Lear to be acquired by AREP, in a transaction valued at
approximately $5.3 billion, including the assumption of debt.
Under the terms of the agreement, Lear shareholders would receive
$36.00 per share in cash.  Closing is expected to occur by the end
of the second quarter of 2007.

Under the terms of the agreement, Lear may solicit alternative
proposals from third parties for a period of 45 days from the
execution of the agreement and intends to consider any such
proposals with the assistance of its independent advisors.  In
addition, Lear may, at any time, subject to the terms of the
merger agreement, respond to unsolicited proposals.  If Lear
accepts a superior proposal, a break-up fee would be payable to
AREP.

"Following a very thorough review of the proposed transaction, our
Board unanimously concluded that the AREP offer was in the best
interests of Lear's shareholders," Bob Rossiter, Lear's chairman
and chief executive officer, commented.  "We believe that the
transaction price, which represents a multiple of about 9x our
forecasted 2007 core operating earnings -- excluding the Interior
business, provides shareholders with significant value.
Furthermore, we intend to solicit other offers to ensure that
value is maximized for all of our shareholders."

"Lear is an excellent company with a strong management team in
place," said Carl Icahn.  "We look forward to working with Lear's
team to improve its long-term competitiveness, capitalize on
growth opportunities globally and to build an even stronger and
more valuable company in the future."

In connection with the transaction, J.P. Morgan Securities Inc.
served as a financial advisor and Winston & Strawn, LLP served as
legal counsel to a Special Committee of Lear's Board of Directors.
Bank of America provided American Real Estate Partners, L.P. with
debt financing commitments for this transaction.

The agreement is subject to the affirmative vote of the holders of
a majority of the outstanding shares of Lear common stock,
regulatory filings and approvals and other customary closing
conditions.  Upon the closing of the transaction, shares of Lear
common stock will no longer be listed on the New York Stock
Exchange or publicly-traded.

                   About American Real Estate

Headquartered in New York City, American Real Estate Partners, LP
(NYSE:ACP) -- http://www.arep.com/-- a master limited
partnership, is a diversified holding company engaged in a variety
of businesses.  The company's businesses currently include gaming,
oil and gas exploration and production, real estate and home
fashion.  The company is in the process of divesting its Oil and
Gas operating unit and their Atlantic City gaming property.

The company owns a 99% limited partnership interest in American
Real Estate Holdings Limited Partnership.  Substantially all of
the assets and liabilities are owned by AREH and substantially all
of the company's operations are conducted through AREH and its
subsidiaries.  American Property Investors, Inc., or API, owns a
1% general partnership interest in both the company and AREH,
representing an aggregate 1.99% general partnership interest in
the company and AREH.  API is owned and controlled by Mr. Carl C.
Icahn.

                        About Lear Corp.

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service placed the long term ratings of Lear
Corporation, corporate family rating at B2, under review for
possible downgrade.  The company's speculative grade liquidity
rating of SGL-2 was affirmed.


LEVEL 3: Proposes Private Offering for $500 Million Senior Notes
----------------------------------------------------------------
Level 3 Communications, Inc.'s subsidiary, Level 3 Financing,
Inc., plans to offer $500 million aggregate principal amount of
senior notes in two tranches -- one tranche that will mature in
2015 and will bear interest at a floating rate and a second
tranche that will mature in 2017 and will bear interest at a fixed
rate -- in a proposed private offering to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act of 1933
and outside the United States under Regulation S under the
Securities Act of 1933.

The debt represented by the senior notes will constitute purchase
money indebtedness under the indentures of Level 3, and the net
proceeds from the offering will be used to finance the cost of
construction, installation, acquisition, lease, development or
improvement of any assets to be used in Level 3's communications
business, including the cash purchase price of Level 3's recently
completed and future acquisitions.

Following the completion of this offering, Level 3 currently
intends to call for redemption its 12-7/8% Senior Discount Notes
due 2010 using cash on hand.

The offering is expected to be completed during the week of
Feb. 12, 2007, subject to market conditions.

                          About Level 3

Headquartered in Bloomfield, Colorado, Level 3 Communications,
Inc. (Nasdaq: LVLT) -- http://www.Level3.com/-- an international
communications company, provides Internet connectivity for
millions of broadband subscribers.  The company provides a
comprehensive suite of services over its broadband fiber optic
network including Internet Protocol services, broadband transport
and infrastructure services, colocation services, voice services
and voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Standard & Poor's Ratings Services affirmed all ratings on Level
3, including the 'CCC+' corporate credit rating.


LONGVIEW POWER: S&P Rates New $1.1 Bil. Senior Facilities at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating and '1' recovery rating to the proposed $1.1 billion senior
secured first lien credit facilities for Longview Power LLC.

The outlook is stable.

The preliminary ratings are subject to final structure and
document review.

The credit facilities consist of:

   * a $300 million funded term B facility;
   * a $350 million delayed draw facility;
   * a $250 million construction facility with term conversion;
   * a $100 million revolving credit facility; and
   * a $100 million synthetic LOC facility.

The proceeds will be used for the construction of a single-unit
695 MW supercritical, pulverized coal-fired electric generating
facility in PJM-West, located in Monongalia County, West Virginia.
The term facilities mature in 2014 and have a mandatory
amortization of 1% of principal each year during their term.

The project is sponsored by GenPower Holdings L.P., a joint
venture that is 10% owned by GenPower LLC, a power project
developer, and 90% owned by First Reserve Fund XI L.P., a
$7.8 billion private equity fund sponsored by First Reserve Corp.
FRC is one of the 10-largest private equity firms in the world and
the largest energy-specific fund.

The $930 million in equity funding will be funded by two different
equity contributions into Longview: $500 million in equity from an
intermediate holding company subsidiary of GenPower and
$430 million from Fund XI.  At least one month prior to full
utilization of the term facilities to pay construction costs, Fund
XI is required to back its equity commitment with either an
irrevocable letter of credit or a debt facility of Holdco or
another intermediate holding company subsidiary of Fund XI.

Even if Fund XI's equity contribution is debt funded, Longview has
put in place a combination of structure and covenants that allows
us to look at the entire $930 million as equity and limit the
financial analysis to coverage on the first lien facilities at
Longview.

"The rating is supported by two key analytical conclusions
regarding the project's structure," said Standard & Poor's credit
analyst Swami Venkataraman.

"First, we have concluded that the structure and covenants in
place are sufficient for Fund XI's contribution to be considered
as equity, even if it is supported by a debt facility. This allows
us to focus the financial analysis solely at the operating company
level rather than take a consolidated view," he added.

"Second, the fact that the Holdco equity contribution will come
from an unrated entity, Fund XI, and will be neither cash nor LOC
collateralized at closing has not been considered a rating
constraint.  Key to this conclusion is that Fund XI is covenanted,
under the equity commitment agreements, to maintain enough
capacity in the fund at all times to make its remaining equity
contribution."

Longview will be a highly efficient plant with a guaranteed heat
rate of 8,564 British Thermal Units per kilowatt-hour and
mine-mouth coal supply that results in a dispatch cost, including
emissions costs, of less then $20/MWh in 2011.  It is located in
PJM Interconnection, a favorable market with significant upcoming
capacity needs as well as a redesigned capacity market structure
that is expected to provide greater and more predictable value for
capacity.

Under various scenarios, Standard & Poor's expects refinancing
risk to be between $800-$1,000/kW when the first lien facilities
mature in 2014.


LPL HOLDINGS: Moody's Lifts Rating on $550 Mil. Senior Notes to B3
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
LPL Holdings Inc. to B1 from B2.

Moody's also upgraded to B1 its rating on LPL's $794 million
senior secured Term Loan C and $100 million senior secured
revolving credit facility.  The rating on the $550 million senior
subordinated notes was also raised one notch to B3 from Caa1.

The rating outlook was raised to positive from stable.

According to the rating agency, the upgrade recognizes LPL's
impressive operating performance over the last twelve months.

As a result of strong growth in revenue and expanding profit
margins, there has been a meaningful reduction in financial
leverage from the high levels of a year ago, when LPL completed
its leveraged buyout transaction.  Financial leverage at the end
of 2006, as measured by total financial debt relative to EBITDA,
moderated from over 7x to about 5.3x.  Interest coverage improved
from 1.5x to 2x.

Underpinning these changes have been improvements in the key
operating drivers of LPL including growth in both new and mature
advisors and the positive shift toward a more recurring revenue
mix.  In 2006, LPL's advisor base, which has been growing at a 12%
CAGR over the last six years, expanded to about seven thousand.
Meanwhile, the proportion of non-transactional revenue increased
to 64%, auguring well for the sustainability of future earnings.

"LPL has executed well during its potentially riskiest period --
the first year after an LBO," said Moody's credit analyst
Alexander Yavorsky.

Although risks remain, including the still high financial leverage
and the ever present exposure to any regulatory and compliance
risks from the activities of its advisors, Moody's also noted that
LPL has taken steps to improve the quality and sustainability of
its earnings through both the UVEST acquisition and its new
servicing and clearing agreement with Axa Advisors.  Both appear
to be good fits with the potential to contribute to further margin
improvement based on the operating leverage embedded in LPL's
scalable infrastructure and self-clearing platform.

The rating agency also noted that the improvement in credit
metrics has come mainly from the strength in operating performance
during favorable market conditions rather than from any reductions
in debt beyond those mandated by the loan agreements.  The firm's
financial policy will be a critical rating driver given that the
operating leverage embedded in LPL's business model has the
potential to make future debt-financed acquisitions in the
fragmented advisor-servicing industry seem attractive for
shareholders.

In this context, significant increases in leverage will exert
negative pressure on the ratings, while a reduction in debt burden
accompanied by continued solid financial performance will have the
potential to move the ratings higher.

The positive rating outlook reflects Moody's expectations that
over the next 12 to 18 months LPL will continue executing its
strategy in a disciplined way without additional borrowing, which
should result in further reduction in leverage and an expansion of
interest coverage.

These ratings of LPL Holdings Inc. were upgraded [Thurs]day:

   -- Corporate Family Rating, B1

   -- $100 million 6 year senior secured revolving bank credit
      facility, B1

   -- $794 million 7.5 year senior secured bank Term Loan C, B1

   -- $550 million 10 year senior subordinated notes, B3

LPL is a leading provider of infrastructure and support services
to independent financial advisors.  Linsco/Private Ledger, LPL's
main broker-dealer subsidiary reported revenue of $1.7 billion for
the year ended Dec. 31, 2006, and serves approximately 7,000
registered independent advisors.


MAGNOLIA VILLAGE: Real Property Sale Hearing Scheduled Today
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing at 2:00 p.m. today to consider approval of the sale of
Magnolia Village LLC and its debtor-affiliates' real properties.

The asset sale hearing was previously scheduled at 9:30 a.m. on
Feb. 15, 2007.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Magnolia Village will be selling its real property complex located
at 6900 South McCarran Boulevard in Reno, Nevada for $24,000,000.

The Magnolia Village real property complex consists of a 205,016
square feet office park with retail space and a central three-
story office building.

Three debtor-affiliates will also be selling these real properties
for a total purchase price of $22,362,500:

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

    Magnolia South Meadows III, LLC   office building at Gateway
                                      Drive, in Reno, Nevada

    Magnolia South Meadows IV, LLC    office building at Double
                                      Eagle Court, in Reno, Nevada

                      About Magnolia Village

Based in Reno, Nevada, Magnolia Village LLC, is a luxurious
resort-style Class A Office Park.  The company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649).  Stephen R. Harris, Esq. at
Belding, Harris & Petroni Ltd. represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When Magnolia Village filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $100,000 to $500,000.


MANSFIELD TRUST: Moody's Holds B2 Rating on $3.3MM Class F Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of seven classes of Mansfield Trust,
Commercial Mortgage Pass-Through Certificates, Series 2001-1:

   -- Class A-1, $14,317,248,  Fixed, affirmed at Aaa
   -- Class A-2, $111,665,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $7,294,000, Fixed, affirmed at Aaa
   -- Class C, $6,630,000  Fixed, affirmed at Aaa
   -- Class D, $7,957,000, Fixed, upgraded to A3 from Baa1
   -- Class E, $3,978,000, Fixed, affirmed at Ba2
   -- Class F, $3,316,000, Fixed, affirmed at B2

As of the Jan. 16, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 39.8%
to $159.8 million from $265.2 million at securitization.  The
Certificates are collateralized by 64 seasoned mortgage loans
originated by Sun Life Assurance Company of Canada.  The loans
range in size from less than 1% to 3.6% of the pool with the top
10 loans representing 32.2% of the pool.  Nine loans, representing
11.1% of the pool, have defeased and been replaced with Canadian
Government securities.  The trust has not experienced any losses
since securitization.  Currently there are no loans in special
servicing or on the master servicer's watchlist.

Moody's was provided with full year 2006 operating results for
61.9% of the pool.  Moody's loan to value ratio is 56.9%, compared
to 60.7% at Moody's last full review in June 2005 and compared to
68.2% at securitization.  Moody's is upgrading Class D due to
increased subordination levels and stable pool performance.  Class
C was upgraded on Dec. 8, 2006, based on a Q tool based portfolio
review.

The top three loans represent 10.2% of the outstanding pool
balance.  The largest loan is the 1995 Markham Road Loan at
$5.7 million, which is secured by a 229,000 square foot industrial
property located in Scarborough, Ontario.  The loan has amortized
by approximately 12.3%.  The property has maintained 100%
occupancy since securitization, but its financial performance has
been impacted by increased operating expenses.  Moody's LTV is
61.4%, compared to 64.6% at last review.

The second largest loan is the 3470/3480/3490 Laird Loan at
$5.4 million (3.4%), which is secured by an 187,800 square foot
industrial property located in Mississauga, Ontario.  The loan has
amortized by approximately 20.2%.  The property is 100% occupied,
the same as at last review and at securitization.  Moody's LTV is
59.2%, compared to 65.4% at last review.

The third largest loan is the 1240-1250 Marine Drive Loan at
$5.1 million (3.2%), which is secured by a 77,700 square feet
retail center located in North Vancouver, British Columbia.  The
loan has amortized by approximately 17.3%.  The property is 100%
occupied, compared to 97.8% at last review.  Moody's LTV is 48.2%,
compared to 51.9% at last review.

The pool's collateral is a mix of industrial and self storage,
retail, office, Canadian Government securities and multifamily.
The collateral properties are located in six provinces.  The
highest concentrations are Ontario, Alberta, British Columbia,
Quebec and Manitoba.  All of the loans are fixed rate.


MKP CBO: Moody's Cuts Rating on $18 Million Class B Notes to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings on notes issued
by MKP CBO II, Ltd. a collateralized debt obligation issuer:

   * The $18,000,000 Class B Second Priority Floating Rate Term
     Notes, Due 2036

      -- Prior Rating: Baa3, on watch for possible downgrade
      -- Current Rating: B3

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying collateral
pool.


MORTGAGE LENDERS: Organizational Meeting Scheduled at February 20
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Mortgage Lenders Network USA, Inc.'s
chapter 11 case at 1:00 p.m., on Feb. 20, 2007, The DoubleTree
Hotel, 700 King Street Salon C in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

                     About Mortgage Lenders

Based in Middetown, Connecticut, Mortgage Lenders Network USA,
Inc. -- http://www.mlnusa.com/-- is a privately held company
offering a full range of Alt-A/Non-Conforming and Conforming loan
products through its retail and wholesale channels.  The Debtor
has a current servicing portfolio in excess of $19 billion
with over 100,000 accounts.

The company filed for chapter 11 protection on February 5, 2007
(Bankr. D. Del. Case No. 07-10146).  Laura Davis Jones, Esq.,
James E. O'Neill, Esq., Brad R. Godshall, Esq., David M.
Bertenthal, Esq., Joshua M. Fried, Esq., and Curtis A. Hehn, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
debts of more than $100 million.


NAVIOS MARITIME: Inks New $400 Million Credit Facility
------------------------------------------------------
Navios Maritime Holdings Inc. has entered into a new secured Loan
Facility with HSH Nordbank and Commerzbank AG due Oct. 31, 2014.

The new facility, composed of a $280 million term loan facility
and a $120 million revolver credit facility, has been used to
fully repay the remaining balance of the prior HSH Nordbank
facility and to finance the exercise of the purchase option for
Navios Hyperion.  The revolver credit facility will also be used
for future acquisitions and general corporate and working capital
purposes.  The interest rate on the new facility will be equal to
LIBOR plus a spread ranging between 65 and 125 bps depending on
the relation between total amount outstanding under the new
facility and the market value of the owned vessels.

"As a result of recent financing initiatives, Navios has
considerably strengthened its balance sheet," Angeliki Frangou,
Chairman and CEO of Navios commented.  "The recent bond financing
and warrant program have provided Navios with long-term capital
that can be deployed into the business.  The terms of the
New Facility provides additional flexibility, through reduced
principal amortization and interest cost, to pursue Navios's
growth strategy."

Navios, with this new facility, will have several significant
benefits:

   * Reduced interest cost: The spread over LIBOR for the New
     Facility has been substantially reduced.  Navios anticipates
     that initially the spread will be 70 basis points compared
     to an average spread of 192 basis points under the prior
     facility.

   * Reduced amortization: As compared to the old debt structure,
     Navios will now save an aggregate of $105.5 million in
     principal repayment, of which $55.7 million would have been
     due in 2007 and $52.9 million would have been due in 2008.

   * Extended repayment profile:  The annual amortization for the
     portion of the New Facility is based on a repayment profile
     of 15.2 years.  This compares favorably to the old facility
     under which 55% of the amount outstanding was repaid over
     the first five years of the loan.

                      About Navios Maritime

Based in Norwalk, Connecticut, Navios Maritime Holdings Inc.
(NASDAQ: BULK, BULKU, BULKW) -- http://www.navios.com/-- is an
integrated global seaborne shipping company, specializing in the
worldwide carriage, trading, storing, and other related logistics
of international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has
in-house technical ship management expertise.  It has offices in
Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay.

                          *    *    *

Navios Maritime's 9-1/2% Senior Notes due 2014 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


NEW CENTURY: S&P Lowers Rating and Places Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'BB-' from 'BB' and
placed it on CreditWatch with negative implications.

"The rating actions reflect our concerns about declining earnings
and deteriorating asset-quality metrics," said Standard & Poor's
credit analyst Adom Rosengarten.

"Net charge-offs have been rising, and there has been a
significant acceleration of loan repurchases that were sold with
recourse.  This situation creates the potential for higher credit
losses and lower profitability."

The ratings are remaining on CreditWatch negative to reflect the
uncertainty relative to the potential impact of the restatement on
capital and the possibility of a breach in New Century's primary
warehouse line covenants, which would pose a liquidity challenge.

The magnitude of the restatement--in consideration of the
challenging operating environment in which New Century currently
finds itself and Standard & Poor's limited comfort level with New
Century's control environment--will determine if another downgrade
is warranted.

Standard & Poor's will continue to monitor New Century's
situation.

This action follows New Century's report that it will restate its
consolidated financial results for the first three quarters of
2006.  The restatements relate to the company's allowance for
loan-repurchase losses, and Standard & Poor's expect that it will
constitute a material weakness in internal controls over financial
reporting.  The restatement will almost certainly result in a
downward revision of results for those three quarters, but the
amount of the revision has not yet been finalized.


PACIFIC LUMBER: Scopac Taps Porter & Hedges as Bankruptcy Counsel
-----------------------------------------------------------------
Scotia Pacific Company LLC asks the United States Bankruptcy Court
for the Southern District of Texas, Corpus Christi Division, for
authority to employ Porter & Hedges LLP as its bankruptcy counsel.

Gary L. Clark, Scopac's chief financial officer, relates that
Scopac retained P&H on June 27, 2006, to assist in its
restructuring efforts with its creditors and a potential Chapter
11 bankruptcy filing.  During the course of that representation,
P&H has become familiar with Scopac's business affairs.

Scopac believes that P&H's continued retention would be in its
best interest considering the firm's experience, expertise and
knowledge in the field of business reorganizations.

Mr. Clark assures the Court that P&H will coordinate with and
Gibson, Dunn & Crutcher, Scopac's proposed co-counsel, to ensure
consistency and to implement common strategies and objectives,
without unnecessary duplication of effort.

As Scopac's counsel, P&H will:

   (a) provide legal advice with respect to Scopac's rights and
       duties as a debtor-in-possession and continued business
       operations;

   (b) assist, advise and represent Scopac in analyzing its
       capital structure, the extent and validity of liens, cash
       collateral stipulations and contested matters;

   (c) assist, advise and represent Scopac in potential
       postpetition financing transactions and cash collateral
       issues;

   (d) assist, advise and represent Scopac in the formulation of
       a disclosure statement and plan of reorganization, and
       assist Scopac in obtaining confirmation and consummation
       of that plan of reorganization;

   (e) assist, advise and represent Scopac in any manner relevant
       to preserving and protecting its estate;

   (f) investigate and prosecute preferences, fraudulent
       transfers and other actions arising under Scopac's
       bankruptcy avoiding powers;

   (g) prepare, on Scopac's behalf, all necessary applications,
       motions, answers, orders, reports, and other legal papers;

   (h) appear and protect the interests of Scopac before the
       Court;

   (i) assist Scopac in administrative matters;

   (j) perform all other legal services for Scopac which may be
       necessary and proper in the bankruptcy proceedings;

   (k) assist, advise and represent Scopac in any litigation
       matter;

   (l) assist and advise Scopac in general corporate and other
       matters; and

   (m) provide other legal advice and services, as may be
       requested by Scopac, from time to time.

Scopac will pay for P&H's services be based on the firm's
standard hourly rates, subject to periodic adjustments:

        Professional                     Hourly Rate
        ------------                     -----------
        Partners                          $300-750
        Of Counsel                        $250-460
        Associates/Staff Attorneys        $200-350
        Legal Assistants/Law Clerks       $150-200

Scopac will also reimburse P&H's actual and necessary expenses.

John F. Higgins, Esq., a partner at P&H, relates that his firm
previously received a retainer from Scopac, which was invoiced
for legal services and reimbursable expenses incurred.  As of the
Petition Date, the balance of the retainer is $174,233, which
will be held in a trust account pending Court approval of
postpetition compensation requests.

Mr. Higgins assures the Court that P&H neither holds nor
represents any interest adverse to Scopac's estates and is a
"disinterested person," as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Pacific Lumber

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

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

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

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

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


PACIFIC LUMBER: Scopac Selects Gibson Dunn as Insolvency Counsel
----------------------------------------------------------------
Scotia Pacific Company LLC asks the United States Bankruptcy Court
for the Southern District of Texas, Corpus Christi Division for
authority to hire Gibson, Dunn & Crutcher LLP as its general
insolvency counsel.

Scopac Chief Financial Officer Gary L. Clark relates that Gibson
Dunn is intimately familiar with Scopac's business and financial
affairs.  The firm has worked closely with Scopac's management in
connection with its restructuring and reorganization efforts, and
has become well acquainted with Scopac's corporate history.

As a result, Gibson Dunn has developed relevant experience and
expertise regarding Scopac that will assist it in providing
effective and efficient services in the Debtor's Chapter 11 case.

As Scopac's general insolvency counsel, Gibson Dunn will:

   (a) advise Scopac of its rights, powers and duties as a
       debtor-in-possession under Chapter 11;

   (b) prepare, on Scopac's behalf, all necessary and appropriate
       applications, motions, proposed orders, other pleadings,
       notices, schedules, and other documents and review all
       financial and other reports to be filed in the Debtor's
       Chapter 11 case;

   (c) advise Scopac concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and other
       papers that may be filed and served in this Chapter 11
       case, and the related Chapter 11 cases of Scotia
       Development LLC, The Pacific Lumber Company, Britt Lumber
       Co., Inc. and Salmon Creek LLC;

   (d) advise Scopac with respect to, and assist in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens asserted
       against Scopac's property and advise Scopac concerning the
       enforceability of those liens;

   (f) advise Scopac regarding its ability to initiate actions to
       collect and recover property for the benefit of its
       estate;

   (g) counsel Scopac in connection with the formulation,
       negotiation, and promulgation of a plan of reorganization
       and related documents;

   (h) advise and assist Scopac in connection with any potential
       property dispositions;

   (i) advise Scopac concerning executory contract and unexpired
       lease assumptions, assignments and rejections and lease
       restructurings;

   (j) assist Scopac in reviewing, estimating, and resolving
       claims asserted against Scopac's estate;

   (k) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by Scopac, protect
       assets of Scopac's Chapter 11 estate, or otherwise further
       the goal of completing Scopac's successful reorganization;

   (l) provide corporate, employee benefit, environmental,
       litigation, tax, and other general non-bankruptcy services
       to Scopac to the extent that it is requested; and

   (m) perform all other necessary or appropriate legal services
       in connection with the Chapter 11 case for or on behalf of
       Scopac.

Scopac will pay Gibson Dunn at its normal hourly rates, subject
to periodic adjustment to reflect economic, experience and other
factors:

        Attorneys                     Hourly Rate
        ---------                     -----------
        Kathryn A. Coleman, Esq.         $655
        Frederick Brown, Esq.            $615

For the past six months, Scopac has paid Gibson Dunn
approximately $658,153 on account of services rendered and
expenses incurred by the firm relating to Scopac.  The Retainer,
adjusted for any accrued unpaid prepetition fees and expenses,
has a current balance of $314,661, which will be held as security
for Gibson Dunn's postpetition services and related expenses.

Kathryn A. Coleman, Esq., a partner at Gibson Dunn, assures the
Court that the firm neither holds nor represents any interest
adverse to Scopac's estates and is a "disinterested person," as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Pacific Lumber

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

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

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

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

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


PHH CORP: Three Directors Re-Elected to Board
---------------------------------------------
PHH Corporation held its 2006 Annual Meeting of Stockholders
at which the company's stockholders re-elected Terence W. Edwards,
A. B. Krongard, and Francis J. Van Kirk as Class I directors
to the company's Board of Directors, to serve until the Annual
Meeting of Stockholders for 2009, or until their successors
are elected and qualified.

Mr. Edwards, the company's President and Chief Executive Officer,
made a presentation at the Annual Meeting.

During the presentation, Mr. Edwards indicated that the company's
fleet management services segment for the year ended December 31,
2006 is slightly above $90 million.

The company is further supplementing this information by stating
that we expect to record income before income taxes of between
$90 million to $95 million for our fleet management services
segment and a combined loss before income taxes and minority
interest of between $100 million to $115 million for our mortgage
production and mortgage servicing segments for the year ended
Dec. 31, 2006.

                        Going Concern Doubt

Deloitte & Touche LLP, in Philadelphia, Pennsylvania, raised
substantial doubt about PHH Corporation'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 uncertainty about its ability
to comply with certain of its financing agreement covenants
relating to the timely filing of the its financial statements.

                             About PHH

PHH Corporation, a wholly owned subsidiary of Cendant Corporation,
provides relocation and mortgage banking services.

Cendant Corporation, headquartered in Parsippany, New Jersey is a
leading provider of real estate, travel and direct marketing
related consumer and business services.


PONTIAC HOSPITAL: S&P Downgrades Rating on Series 1993 Bonds to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Pontiac
Hospital Finance Authority, Michigan's series 1993 bonds, issued
for North Oakland Medical Center, to 'B' from 'BB-', reflecting a
weakened financial profile characterized by steadily increasing
operating losses and minimal liquidity.

The rating outlook is negative.

"If North Oakland Medical Center's 2007 audit shows significant
financial progress, the outlook could be returned to stable," said
Standard & Poor's credit analyst Cynthia Keller Macdonald.

"Furthermore, if both the privatization and merger are completed
with anticipated results, the outlook for the credit will be more
positive."

A lower rating is currently precluded by:

   -- a new management team, which has concrete plans to implement
      a turnaround;

   -- a decision by the board to pursue an affiliation strategy
      given the competitive and over-bedded local service area;
      and,

   -- management's efforts to restructure the hospital's
      relationship with the City of Pontiac in a way that would
      convert NOMC into a private corporation.

Between fiscals 2001 and 2005, the hospital lost more than
$20 million cumulatively from operations.  In fiscal 2006, NOMC
lost $8.5 million from operations, compared to a loss of
$6 million in fiscal 2005.   NOMC's turnaround changes include
terminating the contracts of non-producing physicians, which saves
about $2.5 million annually, reducing salary expense by
eliminating costly agency and overtime usage, and increasing the
number of salaried staff.

The negative outlook reflects the fact that there are no concrete
financial results available yet to confirm the success of
management's plan.

"We have confidence in the new management team; however, the
number of obstacles to overcome is significant and several
strategies are also dependent on agreement from third parties,
which is outside management's control," added Ms. Keller
Macdonald.

"A higher rating would be contingent on achieving breakeven
financial performance and debt service coverage approaching 2x for
several consecutive years."

The lowered rating affects $40.8 million in rated debt.


RESI FINANCE: DBRS Puts Low-B Ratings on $53.6 Mil. Class Certs.
----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Real
Estate Synthetic Investment Notes, Series 2007-A co-issued by RESI
Finance Limited Partnership 2007-A & RESI Finance DE Corporation
2007-A.

   -- $13,004.4 million Class A Risk Band rated at AAA
   -- $131.3 million Class B1 Risk Band rated at AA
   -- $69.7 million Class B2 Risk Band rated at AA
   -- $6.7 million Class B3 rated at AA (low)
   -- $26.8 million Class B4 rated at A (high)
   -- $13.4 million Class B5 rated at A
   -- $26.8 million Class B6 rated at A (low)
   -- $20.1 million Class B7 rated at BBB (high)
   -- $20.1 million Class B8 rated at BBB
   -- $13.4 million Class B9 rated at BBB (low)
   -- $20.1 million Class B10 rated at BB
   -- $13.4 million Class B11 rated at B (high)
   -- $20.1 million Class B12 rated at B (low)

The rated transaction represents a synthetic securitization.
The ratings of the Risk Bands and Notes reflect the quality of
the underlying reference assets, the likelihood that the protected
party will make payments under the terms of the credit default
swap, the financial strength of Bank of America, N.A., as well as
the integrity of the legal structure of the transactions.

In contrast to typical RMBS transactions, interest and principal
payments on the issued Notes are not collected from the reference
portfolio mortgage loans.  Instead, monthly remittances of
interest and principal are paid to noteholders from income earned
from eligible investments as well as from payments from the
protected party under the credit default swaps.  Principal to the
Notes will be based on principal received by the protected party
on the Reference Portfolio or with respect to principal so
allocable as a result of the sale or removal of mortgage loans
from the Reference Portfolio.

Under a Deposit Account Agreement between Wells Fargo Bank, N.A.
and Bank of America, N.A., proceeds from the sale of issued
securities are re-invested in eligible investments, which consist
of direct obligations of U.S. government agencies or deposits in
an eligible depository institution.  Remittances will be
distributed on the 15th day of each month commencing in March
2007.

Also unlike typical RMBS transactions, ownership of the Reference
Portfolio's collateral was not legally transferred from Bank of
America, N.A.'s balance sheet to an off-balance-sheet special-
purpose vehicle.  The Notes, while based on the loss, payment and
prepayment characteristics of the assets included in the Reference
Portfolio, do not represent an interest in any underlying mortgage
loans or any of the payments related thereto.  The risks of
potential credit losses on the Reference Portfolio, however,
are allocated to security holders similar to a traditional RMBS
senior-subordinate, shifting-interest structure.

The loans in the Reference Portfolio were originated or acquired
by Bank of America, N.A., Wells Fargo Bank N.A., Washington Mutual
Bank and the remainder by various other originators.  As of
the cut-off date, the portfolio consists of approximately
$13.4 billion of fixed-rate and adjustable-rate first-lien
mortgage loans.

The weighted-average mortgage rate for the Reference Portfolio is
6.293%, the weighted-average FICO is 745, and the weighted-average
current combined loan-to-value ratio is 75.82%.


ROCK 2001: Moody's Holds Junk Rating on $4.5 Mil. Class N. Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 11 classes of ROCK 2001-C1, Series 2001-C1
Commercial Mortgage Pass-Through Certificates:

   -- Class A-1, $83,483,060,  Fixed, affirmed at Aaa
   -- Class A-2, $536,065,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $27,247,000,Fixed, affirmed at Aaa
   -- Class C, $38,600,000,Fixed, affirmed at Aaa
   -- Class D, $9,083,000, Fixed, upgraded to Aaa from Aa1
   -- Class E, $11,353,000,WAC,   upgraded to Aa1 from Aa2
   -- Class F, $15,894,000,WAC,   upgraded to Aa3 from A2
   -- Class G, $13,624,000,WAC,   upgraded to A3 from Baa3
   -- Class H, $13,623,000,Fixed, upgraded to Baa2 from Ba1
   -- Class J, $22,706,000,Fixed, affirmed at Ba2
   -- Class K, $6,812,000, Fixed, affirmed at Ba3
   -- Class L, $4,541,000, Fixed, affirmed at B1
   -- Class M, $9,083,000, Fixed, affirmed at B3
   -- Class N, $4,541,000, Fixed, affirmed at Caa2

As of the Jan. 10, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 11.4%
to $804.3 million from $908.2 million at securitization.  The
Certificates are collateralized by 112 mortgage loans.  The loans
range in size from less than 1.0% to 11.3% of the pool, with the
top 10 loans representing 39.4% of the pool.  The pool includes
one investment grade shadow rated loan, representing 11.3% of the
outstanding loan balance.  Twenty-six loans, representing 30.8% of
the pool, have defeased, including two of the top five loans --
Two Chase Manhattan Plaza and Ohana Waikiki Tower.  Two loans have
been liquidated from the trust resulting in realized losses of
approximately $3.8 million.  Currently there are two loans,
representing 0.6% of the pool, in special servicing.  There are no
losses projected from these loans currently.  Fourteen loans,
representing 9.6% of the pool, are on the master servicer's
watchlist.

Moody's is upgrading Classes D, E, F, G and H due to increased
subordination levels and a high percentage of defeased loans.
Classes C, D, E and F were upgraded on Dec. 8, 2006, based on a Q
tool based portfolio review.

Moody's was provided with full year 2005 and partial year 2006
operating results for 98% and 81%, respectively, of the performing
loans.  Moody's loan to value ratio for the conduit component is
80%, compared to 87% at last review and compared to 84.9% at
securitization.

The largest loan in the pool is the RREEF Portfolio Loan at
$91.0 million (11.3%), an A Note secured by nine properties
totaling 3.7 million square feet.  The properties include
multifamily, retail, office, and industrial and are located in six
states.  The portfolio's performance has improved since
securitization.  The B Note amounts to approximately $64.4 million
and is held outside of the trust. The loan is interest only during
its full term.  Moody's current shadow rating is Aaa, the same as
at securitization.

The three largest conduit exposures represent 10.8% of the pool.
The largest conduit exposure is the Towerpoint and Good Life Loans
at $38.2 million (4.7%), which consists of two cross
collateralized loans secured by two manufactured housing
communities located in Mesa, Arizona, approximately 20 miles
southeast of the Phoenix CBD.  The two communities contain a total
of 2,292 pads.  Each community has a full range of amenities
including a library, computer center, ballroom/auditorium and two
swimming pools.  Financial performance has been stable since
securitization.  Moody's LTV is 84.9%, compared to 90% at last
review and compared to 92.1% at securitization.

The second largest conduit loan is the IDT Building Loan at
$27.5 million (3.4%), which is secured by a 144,000 square foot
office building located in downtown Newark, New Jersey.  The
building was constructed in 1956 and renovated in 1990.  The
property serves as the corporate headquarters of IDT Corporation
and is 100% leased to IDT under a 20-year lease expiring in March
2020.  IDT is a telecommunications company providing long-distance
and Internet access services.  The loan has a 20-year term and a
25-year amortization schedule.  Moody's LTV is 85.9%, compared to
88.9% at last review and compared to 93.7% at securitization.

The third largest conduit loan is the Gables Stonebridge
Apartments Loan at $21.2 million (2.6%), which is secured by a
500-unit Class A garden style multifamily property located in
Cordova, Tennessee, a suburb of Memphis.  This loan is on the
master servicer's watchlist due to a debt service coverage ratio
below 1x.  The property is 97.8% occupied, compared to 84% at last
review and compared to 93.8% at securitization.  Despite this
improvement, overall performance has declined since securitization
due to lower rents and higher expenses.  The subject's operating
expense ratio is 52% compared to 37% at securitization.  Moody's
LTV is in excess of 100%, the same as at last review and compared
to 90% at securitization.

The pool's collateral is a mix of U.S. Government securities,
office, industrial and self storage, multifamily and manufactured
housing, retail, and lodging.  The collateral properties are
located in 26 states.  The highest state concentrations are
California, Arizona, Texas, Ohio and Tennessee.  All of the loans
are fixed rate.


ROTEC INDUSTRIES: Court Extends Removal Period to February 26
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Feb. 26, 2007, the period within which Rotec Industries,
Inc., may remove various actions that were pending in multiple
state courts.

The Debtor said it needs more time to accurately assess whether
any State Court Actions remain with its estate and, if so,
determine whether removal is appropriate.  The Debtor wants to
protect its right to remove any of the State Court Actions and any
additional actions discovered through an investigation and review
of claims asserted against its estate.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- provides concrete products and
concrete placing technology & solutions.  The company filed for
chapter 11 protection on May 31, 2006 (Bankr. D. Del. Case No. 06-
10542).  Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, represents the Debtor in its restructuring efforts.
Adam G. Landis, Esq., at Landis Rath & Cobb LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ROTEC INDUSTRIES: Court Extends Elmhurst Lease Decision Deadline
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Rotec
Industries, Inc., until April 30, 2007, to decide whether to
assume, assume and assign, or reject its lease agreement for
non-residential real property located in Elmhurst, Illinois.

The Debtor uses the leased premises as its administrative offices.
Nearly 100 employees report to these offices.  The Debtor has yet
to determine whether the Elmhurst Lease will play a role in its
restructuring efforts.  The Debtor wants to retain flexibility as
it considers all its options with respect to its exit from Chapter
11.

The lessor to the Elmhurst Lease has consented to the extension of
the deadline.

At present, the Debtor continues to focus on the negotiations with
the Three Gorges Project Development Corporation.  Its President
and sole shareholder has spent considerable time in India to
collect receivables and to develop new business.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- provides concrete products and
concrete placing technology & solutions.  The company filed for
chapter 11 protection on May 31, 2006 (Bankr. D. Del. Case No. 06-
10542).  Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, represents the Debtor in its restructuring efforts.
Adam G. Landis, Esq., at Landis Rath & Cobb LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


SHAW COMMS: Strong Performance Prompts S&P's Positive Outlook
-------------------------------------------------------------
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.


SPECTRUM BRANDS: Weak Performance Cues S&P to Lower All Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its ratings on
Atlanta, Georgia-based Spectrum Brands Inc., including the
company's corporate credit rating, which was lowered to 'CCC+'
from 'B-'.

The outlook is developing.

"The ratings downgrade is based on the company's continued weak
operating performance that has resulted in debt leverage trending
at about 9x," said Standard & Poor's credit analyst Patrick
Jeffrey.

The company has also faced intense competition in its battery
business, as well as significantly increased commodity costs.

"While Spectrum Brands was in compliance with financial covenants
in the first quarter of fiscal 2007, the company may need to seek
further relief as its debt leverage covenant steps down to 8.75x
from 9.75x in the second quarter of fiscal 2007," added Mr.
Jeffrey.

The ratings on Spectrum Brands reflect the company's poor
operating performance over the past year, very high leverage,
marginal liquidity, and very aggressive acquisition history.


SUNCOM WIRELESS: Debt-for-Equity Swap Cues S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook for Berwyn,
Pennsylvania-based SunCom Wireless Holdings Inc. to positive from
negative following SunCom's report that it had reached a
consensual agreement with its largest subordinated bondholders to
exchange debt for common stock.

"The outlook revision reflects a significant reduction in high-
coupon debt as a result of this pending exchange," said
Standard & Poor's credit analyst Susan Madison.

All ratings, including the 'CCC+' corporate credit rating and
those on wholly owned subsidiary SunCom Wireless Inc., were
affirmed.

SunCom is a rural and suburban wireless provider serving
approximately 1 million subscribers in portions of North Carolina,
South Carolina, Tennessee, Georgia, Kentucky, Puerto Rico, and the
U.S. Virgin Islands.  Total debt at Sept. 30, 2006, pro forma for
the proposed debt exchange, was about $1 billion, including
$243 million of secured bank debt.

About 91% of SunCom's 9.375% and 8.75% senior subordinated
noteholders have agreed to exchange debt totaling about
$708 million for common stock.  The resulting $64 million
reduction in annual interest payments materially improves
liquidity.  When combined with limited improvement in operating
results during the first nine months of 2006, after a year of
rapid decline, Standard & Poor's expects the lower interest
expense to result in a more modest operating loss, in the
$40 million-$50 million range, for 2007.

Given that SunCom had about $236 million of cash and short-term
investments at Sept. 30, 2006, the company should have sufficient
liquidity to meet an operating cash shortfall of this magnitude in
2007.

With about $1 billion of bank debt and senior notes outstanding on
its balance sheet, SunCom remains highly leveraged, pro forma for
the debt exchange, at about 9x after adjusting for operating
leases.  Despite improved financial flexibility, the rating
remains constrained by the company's vulnerable business profile
and weak operational performance since transitioning from an AT&T
wireless affiliate to a stand-alone wireless provider.

In addition to the debt exchange, SunCom also reported the
engagement of Goldman Sachs & Co. as an adviser to explore
strategic alternatives for the company, including the potential
sale of substantially all of its business.  Potential outcomes of
these initiatives are not factored into the rating.


TERRA CAPITAL: $317.9 Million of Senior Secured Notes Tendered
--------------------------------------------------------------
Terra Capital, Inc., a wholly owned subsidiary of Terra Industries
Inc., disclosed that payments for the 12-7/8% Senior Secured Notes
due 2008 and 11-1/2% Second Priority Senior Secured Notes due 2010
validly tendered and not withdrawn were made on Feb. 2, 2007, the
initial settlement date of the tender offer and consent
solicitation for Notes tendered on or prior to 5:00 p.m., New York
City time, on Feb. 1, 2007, the consent extension date.  The
tender offer and consent solicitation expired on Feb. 7, 2007,
unless extended.  The final settlement date with respect to Notes
validly tendered and not withdrawn prior to the Expiration Date
will be made promptly following such date.

A total of $189,109,000, or 94.6% of the aggregate principal
amount of the 12-7/8% Senior Secured Notes due 2008 and a total of
$128,800,000, or 98.1% of the aggregate principal amount of the
11-1/2% Second Priority Senior Secured Notes due 2010, were
validly tendered and not withdrawn prior to the initial settlement
date.

Terra Capital received valid tenders and a sufficient number of
consents to adopt the proposed amendments to the indentures
governing the Notes. Such amendments were adopted on Jan. 29, 2007
pursuant to supplemental indentures entered into with the Notes
trustee.  The amendments to the indentures have eliminated
substantially all of the restrictive covenants and certain events
of default and related provisions with respect to the Notes.

Terra Capital retained Citigroup Corporate and Investment Banking
to serve as dealer manager for the tender offers and consent
solicitations.  Global Bondholder Services Corporation is the
depositary and information agent for the tender offers and consent
solicitations.

Requests for documents relating to the tender offers and consent
solicitations, including the Offer to Purchase, may be directed to
Global Bondholder Services Corporation by telephone at 1-866-540-
1500 (toll free) or 1-212-430-3774.  Questions regarding the
tender offers and consent solicitations may be directed to
Citigroup Corporate and Investment Banking, Liability Management
Group, at 1-800-558-3745 (toll free) or 1-212-723-6106 (collect).

                     About Terra Industries

Headquartered in Sioux City, Iowa, Terra Industries Inc.
(NYSE:TRA) -- http://www.terraindustries.com/-- is a North
American producer of anhydrous ammonia, UAN solutions, and urea
and a producer of ammonium nitrate in the U.S. and the U.K.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Terra Industries Inc. to BB- from B+.

At the same time, Standard & Poor's assigned a BB- rating to
Terra Capital Inc.'s proposed $330 million senior unsecured notes
due 2017.

The outlook is stable.

Fitch Ratings assigned a B+/RR4 rating to Terra Capital,
Inc.'s proposed senior unsecured notes due 2017 and revised the
Rating Outlook to Positive from Stable.

Additionally, Fitch affirmed Terra Industries' Issuer Default
Rating at B+ and Convertible preferred shares at B-/RR6; Terra
Capital's IDR at B+, Senior secured credit facility rating at
BB+/RR1, Senior secured notes at BB+/RR1, and Second priority
senior secured notes at BB+/RR1; Terra Nitrogen, L.P.'s IDR at B+,
and Senior secured credit facility rating at BB+/RR1.

As reported in the Troubled Company Reporter on Jan. 26, 2007,
Moody's Investors Service upgraded the corporate family ratings
of Terra Industries Inc. to Ba3 from B1 and rated Terra Capital
Inc.'s proposed $330 million of senior unsecured notes B1.


THE PANTRY: Net Income Drops to $125,000 in Quarter Ended Dec. 28
-----------------------------------------------------------------
The Pantry Inc. reported $125,000 of net income on $1.4 billion of
revenues for the first fiscal quarter ended Dec. 28, 2006,
compared with $33 million of net income on $1.3 billion of
revenues for the same period ended Dec. 29, 2005.

Merchandise revenues for the quarter rose 10.3% from a year ago,
and were up 1.9% on a comparable store basis.  The merchandise
gross margin was 37.6%, a 10 basis point improvement from last
year's first quarter.  Total merchandise gross profits for the
quarter were $131.3 million, a 10.6% increase from a year ago.

Total gallons sold in the quarter increased 14% from a year ago,
and were up 2% on a comparable store gasoline gallons basis.
Gasoline revenues rose 3.3%, despite a 9.4% decline in the average
retail price per gallon, to $2.21.  The gross margin per gallon
was 8.6 cents, compared with 21.2 cents a year ago.  Gasoline
gross profit for the quarter totaled $40.2 million, compared with
$86.6 million in last year's first quarter.

Chairman and Chief Executive Officer Peter J. Sodini said, "As we
expected, our first quarter results were significantly affected by
unusually low gasoline margins relative to our historical seasonal
trends, especially compared with very strong gas margins a year
ago.  In addition, we faced difficult comparisons in both
merchandise and gasoline sales with the post-Hurricane Katrina
period a year ago in the Gulf Coast region.  We are pleased to
report that gasoline margins and comparable store revenue trends
improved at the end of the first quarter, and the improvement has
carried over so far in our second quarter."

Mr. Sodini continued, "More importantly, the strategic highlight
of the quarter was the exceptional results achieved in our
acquisition program, as measured by both the number and the
quality of transactions negotiated."

The company has now acquired or agreed to acquire 133 convenience
stores in fiscal 2007, more than the 113 acquired during the full
2006 fiscal year. During the first quarter, the company acquired
or agreed to acquire 67 convenience stores.  The largest
transactions included 24 Sun Stop stores in Florida, Georgia and
Alabama; and 16 Angler's Mini-Mart stores in the Charleston, South
Carolina market.  In addition, shortly after the end of the
quarter, the company announced a definitive agreement to acquire
66 Petro Express(TM) stores in North Carolina and South Carolina.

"We are particularly pleased with the proposed Petro Express(TM)
transaction," Mr. Sodini noted.  "Petro Express(TM) has built a
leadership position in the Charlotte metropolitan area, one of the
most fundamentally attractive markets in the Southeast.  Featuring
large, state-of-the-art facilities, the Petro Express(TM) stores
generate average revenues substantially above our own average."

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 28, 2006, are available for
free at http://researcharchives.com/t/s?19a2

                       About The Pantry Inc.

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/--operates convenience
store chains in the southeastern United States.  As of
Jan. 18, 2007, the company operated 1,524 stores in eleven states
under select banners including Kangaroo Express(SM), its primary
operating banner.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Pantry Inc.'s B1 corporate
family rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.

Standard & Poor's Ratings Services raised its corporate credit
rating on The Pantry Inc. to 'BB-' from 'B+'.  At the same time,
the bank loan rating was raised to 'BB' from 'BB-', with the
recovery rating unchanged at '1', indicating expectations for full
recovery of principal in the event of a default.  The subordinated
debt rating was also raised to 'B' from 'B-'.  The outlook was
stable.


TIMKEN CO: Declares $0.16 Per Share Quarterly Dividend
------------------------------------------------------
The Timken Co.'s board of directors declared a quarterly cash
dividend of 16 cents per share.  The dividend is payable on
March 2, 2007, to shareholders of record as of Feb. 16, 2007.
It will be the 339th consecutive dividend paid on the common
stock of the company.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The Company has
operations in 27 countries, including Brazil, and employs 27,000
employees.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Timken Company's Ba1
Corporate Family Rating and the Ba1 rating on the company's $300
Million Unsecured Medium Term Notes Series A due 2028.


TITAN SPECIALTIES: S&P Junks Rating on $50 Mil. Senior Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Titan Specialties Ltd., a private manufacturer
and provider of down-hole perforating equipment and logging
instruments for the oil and natural gas drilling industry.

The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' rating and
'2' recovery rating to the company's $130 million first-lien
senior secured term loan due 2013 and $25 million first-lien
senior secured revolving credit facility due 2012, and its 'CCC'
rating and '5' recovery rating to the company's $50 million
second-lien senior secured term loan due 2014.

Pampa, Texas-based Titan will use proceeds from the facilities,
together with a $65 million equity contribution, $12.5 million in
subordinated seller's payment-in-kind notes, and $12.5 million of
management rollover equity, to finance its acquisition by
Carlyle/Riverstone Holdings LLC.  Pro forma the abovementioned
facilities, Titan will have about $193 million in total debt
outstanding.  Standard & Poor's considers the $12.5 million in
subordinated seller's PIK notes to be debt.

"The ratings on Titan reflect the high debt leverage that will
result from the transaction, as well as the company's niche
position in the highly cyclical North American oilfield services
market," said Standard & Poor's credit analyst Luciano Gremone.

"Those factors are marginally counterbalanced by the company's
good market position in several niche products in the North
America region, positive near-term market fundamentals, and an
experienced management team," Mr. Gremone continued.

The stable outlook reflects Standard & Poor's expectations that
despite some volatility in the domestic natural gas market, Titan
should continue to benefit from positive near-term industry
dynamics while generating positive free cash flow and prepaying
some outstanding debt prior to the large principal maturity in
2012.  An upgrade would require a significant deleveraging, with
total debt to EBITDA falling to less than 3.5x on a sustained
basis.  However, the ratings or outlook could come under pressure
if market conditions deteriorate or if Titan's EBITDA interest
coverage and total debt to EBITDA deteriorate significantly from
about 2x and 5x, respectively.


TOWN SPORTS: S&P Rates Proposed $260 Mil. Sr. Facilities at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and recovery rating of '2' to the proposed $260 million
senior secured credit facilities of Town Sports International
Inc., indicating an expectation of substantial recovery of
principal in the event of a payment default.

The proposed credit facilities consist of a $75 million revolving
credit facility due 2012 and a $185 million term loan B due 2014.

Town Sports will use proceeds from the proposed transaction to
finance the purchase of the company's outstanding 9.625% senior
notes due 2011 and for general corporate purposes.  All existing
ratings on the company and its parent were affirmed.

Pro forma for the transaction, total debt outstanding was about
$293 million as of Sept. 30, 2006.

The ratings on Town Sports International Holdings Inc. and
its operating subsidiary, Town Sports International Inc., reflect
the company's very aggressive expansion plan, its heavy capital
spending, and Standard & Poor's longer term concerns about market
saturation.

"These factors are only partially offset by Town Sports' good
competitive position in its four major markets, continuing same-
club revenue growth, and higher margins relative to peers," said
Standard & Poor's credit analyst Andy Liu.

Town Sports owns and operates 145 fitness clubs in the
northeastern U.S.


TRANSALTA CORP: Earns $44.9 Million in Year Ended December 31
-------------------------------------------------------------
TransAlta Corporation reported net earnings of $44.9 million on
revenues of $2.8 billion for the year ended Dec. 31, 2006, versus
net earnings of $186.3 million on $2.84 billion of revenues for
the year ended Dec. 31, 2005.

Net earnings include the first quarter $6.2 million after tax
write down of a turbine held in inventory and the second quarter
$55.3 million benefit from changes in tax rates related to prior
period earnings.  In addition a $153.6 million after tax charge
related to the closure of TransAlta's Centralia, Washington mine,
and an $84.4 million impairment of the Centralia Gas plant were
made.

Net earnings for 2005 included a $12 million after tax gain on
discontinued operations and $13 million from a tax settlement on a
deferred receivable.

Cash flow from operations was $489.6 million and $619.8 million
for the years ended Dec. 31, 2006 and Dec. 31, 2005, respectively.
The reduction in cash flow from operations was due to timing of
November collections primarily from Alberta customers in the
fourth quarter.

"Our operations continued to perform well in the fourth quarter.
However, our reported results were impacted by the difficult
decision to stop our Centralia mine operations and move to Powder
River Basin (PRB) coal.  The long-term impact of this decision
will be a definite improvement in the competitiveness of our
Centralia coal-fired facility.  We continue to work closely with
our former mine employees, their representatives, and the local
governments and communities to help employees find alternative
employment," said Steve Snyder, TransAlta President and CEO.

"For the year, our focus on cost savings and financial discipline,
coupled with a consistent and dedicated effort by our employees,
allowed us to achieve strong operational results despite a number
of significant events.  Our asset teams responded quickly and
opportunistically to a very tough pricing environment in the
Pacific Northwest in the second quarter.  They also successfully
responded to an unusual turbine blade failure at our Centralia
coal-fired plant in the third quarter and of course, to all the
issues related to our Centralia mine closure and PRB rail and coal
supply procurement," said Snyder.

                       About TransAlta Corp.

TransAlta Corp. (TSX: TA) (NYSE: TAC) -- http://www.transalta.com/
-- is a power generation and wholesale marketing company.
TransAlta Corp. has two principal operating subsidiaries:
TransAlta Utilities Corp. and TransAlta Energy Corp., all
incorporated under the laws of Canada.

TransAlta Utilities owns and operates coal-fired and hydroelectric
power plants supplying approximately one-half of Alberta's total
electric energy needs.

TransAlta Energy and its subsidiaries are in the business of
electric and thermal energy supply, energy marketing and energy
services in Canada, the United States, Mexico and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service revised its rating outlook on TransAlta
Corp. to stable from negative and affirmed the company's (P)Ba1
first preferred share shelf rating and Baa2 senior unsecured
rating.


TRINSIC INC: Can Hire Levine Block as Bankruptcy Counsel
--------------------------------------------------------
Trinsic, Inc. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of Alabama to
employ Levine Block & Strickland, LLP, as bankruptcy counsel.

Levine Block is expected to:

   a. assist the Debtors in the preparation of their schedules,
      statements of affairs, and the periodic financial reports
      required by the U.S. Bankruptcy Code or any orders of the
      Court;

   b. assist the Debtors in consultations, negotiations and all
      other dealings with creditors, equity security holders, and
      other parties in interest concerning the administration of
      the cases;

   c. prepare pleadings, conduct investigations, and make court
      appearances incidental to the administration of the
      Debtors' estates;

   d. advise the Debtors of their rights, duties , and
      obligations under the Bankruptcy Code, Rules, Local Rules,
      and orders of the Court;

   e. assist the Debtors in the development and formulation of a
      plan or other means to maximize value to their estates,
      including the plan preparation, disclosure statement, and
      any related documents for submission to the Court and to
      the Debtors' creditors, equity holders, and other parties
      in interest;

   f. advise and assist the Debtors with respect to litigation;

   g. render corporate and other legal advice and performing all
      those legal services necessary and proper to the
      functioning of the Debtors during the pendency of these
      cases; and

   h. take any necessary actions in the interest of the Debtors
      and their estate incident to the proper representation of
      the Debtors in the administration of these cases.

Christopher S. Strickland, Esq., a partner at Levine Block, tells
the Court that the Firm's professionals bill:

      Professional                        Hourly Rate
      ------------                        -----------
      Christopher S. Strickland, Esq.        $325
      Kelly J. Aran, Esq.                    $280
      Vicki W. Travis, Esq.                  $280

Additionally, Mr. Strickland relates that the Firm has received a
retainer of $50,000 from the Debtors in connection with the filing
of these cases.

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

Mr. Strickland can be contacted at:

      Christopher S. Strickland, 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

                       About Trinsic Inc.

Based in Tampa, Florida, Trinsic, Inc. and its debtor-affiliates -
- http://www.ztel.com/and http://www.trinsic.com/-- 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.  Trinsic Communications,
Inc. is the principal operating subsidiary of the companies.

Trinsic, Inc. and its debtor-affiliates, Trinsic Communications,
Inc., Touch 1 Communications, Inc., Z-Tel Network Services, Inc.,
and Z-Tel Consumer Services, LLC filed for Chapter 11 protection
on Feb. 7, 2007 (Bankr. S.D. Ala. Case No. 07-10320 through
07-10324).  When Trinsic, Inc. filed for protection from its
creditors, it listed total assets of $27,581,354 and total
liabilities of $48,287,786.


TRINSIC INC: Hires Sirote & Permutt as Local Bankruptcy Counsel
---------------------------------------------------------------
Trinsic, Inc. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of Alabama to
employ Sirote & Permutt, P.C., as local bankruptcy counsel.

Sirote & Permutt is expected to:

   a. assist the Debtors in the preparation of their schedules,
      statements of affairs, and the periodic financial reports
      required by the U.S. Bankrupcty Code or any orders of the
      Court;

   b. assist the Debtors in consultations, negotiations and all
      other dealings with creditors, equity security holders, and
      other parties in interest concerning the administration of
      the cases;

   c. prepare pleadings, conduct investigations, and make court
      appearances incidental to the administration of the
      Debtors' estates;

   d. advise the Debtors of their rights, duties , and
      obligations under the Bankruptcy Code, Rules, Local Rules,
      and orders of the Court;

   e. assist the Debtors in the development and formulation of a
      plan or other means to maximize value to their estates,
      including the plan preparation, disclosure statement, and
      any related documents for submission to the Court and to
      the Debtors' creditors, equity holders, and other parties
      in interest;

   f. advise and assist the Debtors with respect to litigation;

   g. render corporate and other legal advice and performing all
      those legal services necessary and proper to the
      functioning of the Debtors during the pendency of these
      cases; and

   h. take any necessary actions in the interest of the Debtors
      and their estate incident to the proper representation of
      the Debtors in the administration of these cases.

Donald M. Wright, Esq., a shareholder at Sirote & Permutt, Inc.,
tells the Court that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Donald M. Wright, Esq.             $315
      Stephen Porterfield, Esq.          $295
      Robin L. Beardsley, Esq.           $210
      Susan Bennett                      $120

Mr. Wright tells the Court that the Firm has been paid by the
Debtors for its services in connection with preparing for these
bankruptcy cases, and has an interest in its share of the $50,000
retainer from the Debtors, which monies are held in trust by the
law firm of Levine, Block & Strickland, LLP.

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

Mr. Wright can be contacted at:

      Donald M. Wright, 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

                       About Trinsic Inc.

Based in Tampa, Florida, Trinsic, Inc. and its debtor-affiliates -
- http://www.ztel.com/and http://www.trinsic.com/-- 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.  Trinsic Communications,
Inc. is the principal operating subsidiary of the companies.

Trinsic, Inc. and its debtor-affiliates, Trinsic Communications,
Inc., Touch 1 Communications, Inc., Z-Tel Network Services, Inc.,
and Z-Tel Consumer Services, LLC filed for Chapter 11 protection
on Feb. 7, 2007 (Bankr. S.D. Ala. Case No. 07-10320 through
07-10324).  When Trinsic, Inc. filed for protection from its
creditors, it listed total assets of $27,581,354 and total
liabilities of $48,287,786.


TRIPATH TECH: Files for Bankruptcy Protection in California
-----------------------------------------------------------
Tripath Technology Inc. has filed for protection under chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of California.  The
company will ask the Bankruptcy Court to allow it to continue
operating in the normal course of business as provided in the
Code.

On Dec. 29, 2006, the company reported a delay in reporting its
financial results for its fiscal quarter and year ended Sept. 30,
2006 and updating its financial condition.

The company did not have sufficient cash or other resources to
complete its financial statements under generally accepted
accounting principles for the year ended Sept. 30, 2006, and in
particular, it did not have the cash necessary to pay the fees of
its independent auditor.  The company's independent auditor has
requested payment of all past due invoices and progress payments
for its estimated audit work prior to commencing its field audit
work for fiscal 2006.

During August 2006, the company disclosed the resignation of its
CFO and Corporate Controller.  Since that time the company has
operated with the assistance of outside finance consultants and
has not sought a permanent replacement for its CFO and Corporate
Controller.

The company disclosed in its Quarterly Report on Form 10-Q for the
fiscal quarter and nine months ended June 30, 2006, as filed on
Aug. 9, 2006, that it did not have sufficient funds to finance its
operations through the end of the month of August 2006 and that
the company's future depended on its ability to secure additional
sources of financing during the month of August 2006.  Since that
date the company continued to operate by collecting product sales
payments in advance from its distributors, delaying payments to
its debenture holders, landlord, suppliers and other vendors, and
reducing its payroll expenses through mandatory shutdowns in its
operations in order to reduce its payroll expenses.

During the past five months the company approached over twenty
entities to discuss a sale of all or part of the company's assets
and a financing plan for the company.  The company was not able to
reach definitive agreement with any party on any proposed asset
sale or financing.

The company has not made its principal and interest payments on
its 6% Convertible Debentures since Sept. 1, 2006.  The Debenture
Holders had informed the company that due to the nonpayment of the
required principal and interest payments that they can demand
immediate payment of all principal and interest amounts due at a
130% default rate with 18% interest since Sept. 1, 2006.  Such a
demand would result in an amount due to the Debenture Holders of
approximately $4.7 million as of Dec. 29, 2006.

In addition, the Debenture Holders had informed the company, that
pursuant to the Security Agreement dated Nov. 5, 2005, upon an
event of default, that they had a right to enter the company
premises and take possession of their collateral, the right to
operate the business of the Company using the collateral, and the
right to sell the collateral to satisfy the company's obligations
to them.

                    About Tripath Technology

Headquartered in San Jose, California, Tripath Technology Inc.
(OTCBB:TRPH) -- http://www.tripath.com/-- is a semiconductor
company that focuses on providing power amplification to the
digital media, consumer electronics and communications markets.
Tripath owns the patented technology called Digital Power
Processing(R) (DPP), which leverages modern advances in digital
signal p rocessing and power processing.  Tripath markets audio
amplifiers with DPP under the brand name Class-T(R).


TRIPATH TECH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tripath Technology, Inc.
        2560 Orchard Parkway
        San Jose, CA 95131
        Tel: (408) 750-3000
        Fax: (408) 750-3001

Bankruptcy Case No.: 07-50358

Type of Business: The Debtor is a semiconductor company providing
                  power amplification technology to digital media
                  and electronic devices.
                  See http://www.tripath.com/

Chapter 11 Petition Date: February 8, 2007

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Gabriel Liao, Esq.
                  Perkins Coie LLP
                  1620 26th Street, 6th Floor
                  Santa Monica, CA 90404
                  Tel: (310) 788-3208
                  Fax: (650) 838-4350

Total Assets: $2,896,612

Total Debts:  $8,369,286

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
UMC - USA                        Trade Debt            $368,515
488 DeGuigne Drive
Sunnyvale, CA 94086

Howard, Rice, Nemorovski,        Legal Fees            $321,886
Falk & Rabkin
Three Embarcadero Center
7th Floor
San Francisco, CA 94111

Wilson, Sonsini,                 Legal Fees            $201,596
Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304

Cadence Design Systems, Inc.     Trade Debt            $190,642
Department CH 10585
Paltine, IL 60055

Nortel Networks                  Real Property Lease   $160,611
2370 Performance Drive
M/S 087/05/A30
Rent Administration
Richardson, TX 75082

Credence System Corporation      Trade Debt            $146,489

R.R. Donnelley                   Trade Debt            $134,480
Receivables, Inc.

Beyer Weaver & Thomas, LLP       Legal Fees             $89,983

Stonefield Josephson, Inc.       Accounting Fees        $73,781

Bose Corporation                                        $52,500

Lippert/Heilshorn and            Trade Debt             $50,259
Associates, Inc.

Lawrence E. Stone                Property Tax           $30,000

Synopsys Inc.                    Trade Debt             $27,050

ASE Electronics (Malaysia)       Trade Debt             $23,176
Sdn. Bhd.

Menlo Scientific, Ltd.           Trade Debt             $22,500

STATS ChipPAC Ltd.               Trade Debt             $18,532

CES - Consumer Electronics       Trade Debt             $16,800
Association

Tafapolsky & Smith LLP           Legal Fees             $13,720

JSI Shipping                     Trade Debt             $11,293

Infor Global Solutions           Trade Debt              $8,913


TSI ACQUISITION: Moody's Junks Rating on $50 Mil. Senior Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and probability of default rating to TSI Acquisition LLC, an
entity formed to acquire all equity interests in Titan
Specialties, Ltd. and Titan GP, L.L.C.

Moody's also assigned a B2, LGD3, 35% rating to TSI Acquisition
LLC's proposed $155 million first lien senior secured bank
facilities, and a Caa2, LGD5, 86% rating to its proposed
$50 million second lien senior secured term loan.

The outlook is stable.

The bank facilities will be comprised of a $130 million 6-year
first lien senior secured term loan, a $25 million 5-year first
lien senior secured revolver and a $50 million second lien senior
secured term loan.  Proceeds from the term loans, along with a
$65 million equity contribution from Carlyle/Riverstone Holdings,
LLC and $12.5 million of seller notes will be used to fund the
acquisition.  The sellers will retain a 16% equity ownership
interest valued at $12.5 million.  The assigned ratings assume
these transactions occur as expected and are subject to a review
of the final documents and terms.  Any changes in the amounts of
the first lien and second lien debt could change the ratings
assigned to the first lien and second lien debt.

"The B3 corporate family rating highlights the substantial amount
of debt used to fund the Titan acquisition priced at what Moody's
considers to be a relatively high multiple of upcycle EBITDA.
Debt/EBITDA in excess of 5x is risky when you consider the
cyclical nature of the business and Titan's small size and narrow
product line," said Pete Speer, Moody's Vice-President/Senior
Analyst.

The rating is supported by the retention of Titan's experienced
management team, Titan's strong niche market position and
Riverstone's ownership.  Riverstone has extensive energy industry
experience and the financial resources to provide additional
support for growth initiatives or to bridge cyclical downturns,
however this would be at Riverstone's discretion.

While Titan has a strong market position and long operating
history in perforating guns, is an industry leader in shaped
charges and is developing a downhole instruments product line, it
is focused on a narrow market niche that is tied to the volatile
drilling cycle.  The company has benefited in recent years from
the growth in natural gas drilling, particularly unconventional
developments that require more wells to be drilled and more
fracing.  These unconventional developments generally are higher
cost and therefore require higher natural gas prices to support
the drilling economics.

Moody's believes that some E&P companies' unconventional natural
gas developments have economics that require $5 - $5.50 natural
gas prices to reach minimum investment return thresholds;
therefore these developments are particularly vulnerable to
moderating natural gas prices.

The B2 rating assigned to the first lien debt was the result of
Moody's LGD methodology, based on the B3 CFR and the amount of
second lien debt.  However, Moody's notes that there is limited
tangible asset coverage for the debt.  The vast majority of the
$270 million acquisition value is intangible assets tied to the
reputation, market position and proprietary knowledge of Titan.
The land, property and equipment, even at current valuations, are
unlikely to cover much of the first lien debt.  In downcycle
market conditions or other events of distress, the first lien debt
would have to rely on the business retaining its value, which
could be challenging during a period of reduced EBITDA and
potentially contracted acquisition multiples.

The stable outlook is supported by Moody's expectation that market
conditions will remain supportive but no longer as buoyant as the
past two years.  The recent volatility and moderation in natural
gas prices may reduce the growth in drilling activity or even
result in a moderate decline from recent levels.  The stable
outlook is also tied to Titan meeting its forecasts for earnings,
cash flows and de-leveraging.

Titan's leverage provides little room to weather the cyclical
nature of the business.  Therefore, there is limited near term
upside in the rating.

Ratings could be pressured if a significant deterioration in
market conditions were to decrease EBITDA and cash flows.  Under
that scenario, Titan could possibly violate credit facility debt
covenants and face other difficulties that could result in a
negative outlook or rating downgrade.

Titan Specialties, Ltd., headquartered in Pampa, Texas, designs
and manufactures down-hole perforating equipment for use by
oilfield services companies.


VALLEY NATIONAL: S&P Junks Rating on $75 Million 2nd-Lien Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Washington, Pennsylvania-based Valley National
Gases Inc.

The outlook is stable.

Valley is a distributor of packaged gases, welding equipment and
supplies, and propane.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $290 million secured
bank financing, based on preliminary terms and conditions.  The
bank financing consists of a $50 million first-lien revolving
credit facility, a $165 million first-lien term loan, and a
$75 million second-lien term loan.  The first-lien debt is rated
'B+' with a recovery rating of '1', indicating the expectation of
full recovery of principal in the event of a payment default.  The
second-lien debt is rated 'CCC+' with a recovery rating of '5',
indicating the expectation of negligible recovery of principal in
the event of a payment default.

Term loan proceeds and an $80 million equity injection will be
used to finance the acquisition of Valley by Caxton-Iseman Capital
Inc., to refinance Valley's existing debt, and to pay related fees
and expenses.

"Valley's credit quality reflects the limited size and diversity
of its businesses, which generate sales of roughly $220 million
and operate in highly fragmented markets, relative to other rated
chemical and industrial companies," said Standard & Poor's credit
analyst Wesley E. Chinn.

"Moreover, the capital structure is aggressively leveraged,
particularly because propane earnings are highly dependent on
seasonal temperatures."

The likelihood of ongoing acquisitions in mature, consolidating
industries clouds prospects for any meaningful, permanent
improvement in the financial profile.  Good regional market
positions in a significant number of the company's 14-state
operating territory, strong operating margins, and relatively
stable operating income temper somewhat the aforementioned
negatives.


WACHOVIA BANK: Moody's Affirms Low-B Ratings on $22.5 Mil. Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of 12 classes of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-C2:

   -- Class A-1, $10,746,863, Fixed, affirmed at Aaa
   -- Class A-2, $63,707,657, Fixed, affirmed at Aaa
   -- Class A-3, $88,219,000, Fixed, affirmed at Aaa
   -- Class A-4, $471,716,000, Fixed, affirmed at Aaa
   -- Class IO-1, Notional, affirmed at Aaa
   -- Class IO-2, Notional, affirmed at Aaa
   -- Class IO-3, Notional, affirmed at Aaa
   -- Class B, $32,815,000, Fixed, affirmed at Aaa
   -- Class C, $10,939,000, Fixed, affirmed at Aaa
   -- Class D, $28,439,000, Fixed, upgraded to Aaa from Aa2
   -- Class E, $8,751,000,  Fixed, upgraded to Aa1 from Aa3
   -- Class F, $10,938,000, Fixed, upgraded to Aa3 from A2
   -- Class G, $15,314,000, Fixed, upgraded to A2 from Baa1
   -- Class H, $13,126,000, Fixed, upgraded to A3 from Baa2
   -- Class J, $16,408,000, Fixed, upgraded to Baa3 from Ba1
   -- Class K, $15,313,000, Fixed, upgraded to Ba1 from Ba2
   -- Class L, $4,376,000,  Fixed, upgraded to Ba2 from Ba3
   -- Class M, $8,751,000,  Fixed, affirmed at B1
   -- Class N, $7,656,000,  Fixed, affirmed at B2
   -- Class O, $6,165,000,  Fixed, affirmed at B3

As of the Jan. 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 6.1%
to $821.5 million from $875.1 million at securitization.  The
Certificates are collateralized by 102 mortgage loans ranging in
size from less than 1% to 5.6% of the pool, with the 10 largest
loans representing 37.6% of the pool.  The pool includes two
shadow rated investment grade loans, representing 8.2% of the
pool.  Fourteen loans, representing 13.2% of the pool, have
defeased and are secured by U.S. Government securities.

No loans have been liquidated from the pool and currently there
are no loans in special servicing.  Eleven loans, representing
10.8% of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial 2006
operating results for 98.0% and 73.2%, respectively, of the pool.
Moody's loan to value ratio for the conduit component is 83.2%,
compared to 87.6% at Moody's last full review in December 2005 and
compared to 92.1% at securitization.  Moody's is upgrading Classes
D, E, F, G, H, J, K and L due to increased credit support,
improved pool performance and defeasance.  Classes D, E and F were
upgraded on Dec. 8, 2006 based on a Q tool based portfolio review.

The largest shadow rated loan is the Residence Inn Portfolio Loan
at $46.1 million (5.6%), which consists of 10 cross-collateralized
and cross-defaulted mortgage loans secured by 10 extended stay
hotels located in seven states.  The portfolio totals 1,354 rooms
and each property is operated as a Marriott Residence Inn.  The
largest state concentration is California, which contains 39% of
the portfolio.  The portfolio's overall occupancy and RevPAR for
the trailing 12-month period ending December 2005 were $76.9% and
$81.41, respectively, compared to 73% and $70.54 at last review.
Moody's current shadow rating is A1, compared to A3 at last
review.

The second shadow rated loan is the Home Depot Expo Design Center
Loan at $21.2 million (2.6%), which is secured by a 105,000 square
foot retail building located in Encinitas, California.  The
property is 100% occupied by Home Depot through January 2028.  The
collateral is part of a larger 530,000 square foot power center
anchored by Target, Linens-n-Things, Office Depot and Albertsons.
Moody's current shadow rating is Aa3, the same as at last review.

The top three conduit loans represent 14% of the outstanding pool
balance.  The largest conduit loan is the Crossing at Smithfield
Loan which represents the senior portion of a $50.7 million first
mortgage loan.  The loan is secured by a 588,000 square foot
anchored retail center located in suburban Providence, Rhode
Island.  The property is anchored by Home Depot, Target and
Kohl's.  The property is 98.5% occupied, essentially the same as
at securitization.  The senior loan is interest only for its
entire 10-year term.  Moody's LTV is 82%, compared to 88.4% at
last review.

The second largest conduit loan is the Promenade at Town Center
Loan at $35.8 million (4.4%), which is secured by an 182,000
square foot anchored retail center located in Valencia,
California.  The center offers a unique tenant mix with a
combination of restaurant dining, in-line shops and an upscale
grocery in a "European Village" setting.  The center is anchored
by Safeway-Pavilion Supermarket and HomeGoods.  The property is
100% occupied, essentially the same as at last review.  Moody's
LTV is 85%, compared to 92.5% at last review.

The third largest conduit loan is the Carriage Hill Apartments
Loan at $34.2 million (4.2%), which is secured by a 806-unit
multifamily complex located approximately six miles east of
Baltimore in Randallstown, Maryland.  As of October 2006 the
property was 93.8% occupied, compared to 90.0% at last review.
Moody's LTV is 86.7%, compared to 92.6% at last review.

The pool's collateral is a mix of retail, multifamily, office and
mixed use, U.S. Government securities, lodging and industrial and
self storage.  The collateral properties are located in 28 states
plus Washington, D.C.  The highest state concentrations are
California, Maryland, Texas, Washington and Rhode Island.  All the
loans are fixed rate.


WESTERN IOWA: Court Converts to Chapter 7 Liquidation
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska converted
Western Iowa Limestone, Inc.'s Chapter 11 case to a Chapter 7
liquidation proceeding.

As reported in the Troubled Company Reporter on Jan. 5, 2007, the
United States Trustee for Region 13 told the Court that the
Debtor:

    * no longer has any operations;
    * has no ability to reorganize; and
    * has not filed a chapter 11 plan.

The Trustee contended that the conversion is further warranted
given the Debtor's failure to:

   (1) pay all quarterly fees due, as required by Section
       1930(a)(6) of the Bankruptcy Code; and

   (2) file all operating reports with the U.S. Trustee.

The U.S. Trustee's records indicated that the operating reports
for January through October 2006 is delinquent.

Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a
construction company and a producer of limestone.  The Company
filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb.
Case No. 05-85930).  Richard D. Myers, Esq., and Alan E. Pedersen,
Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


WESTERN IOWA: Section 341 Meeting Slated for February 27
--------------------------------------------------------
A meeting of Wetern Iowa Limestone Inc.'s creditors will be held
at 10:00 a.m., on Feb. 27, 2007, at the 341 Meeting Room in Omaha,
Nebraska.  This is the first meeting of creditors, after the
Debtor's chapter 11 case was converted to chapter 7.

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

Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a
construction company and a producer of limestone.  The Company
filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb.
Case No. 05-85930).  Richard D. Myers, Esq., and Alan E. Pedersen,
Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


* Morrison & Foerster Adds Two New Partners in NY Bankruptcy Group
------------------------------------------------------------------
Morrison & Foerster LLP has disclosed that Gary Lee, Esq. and
Karen Ostad, Esq. have joined the firm as partners, in its
Bankruptcy and Restructuring Group in New York.

Mr. Lee and Ms. Ostad, with a collective 35 years of experience,
have been involved, primarily on behalf of creditors, in many of
the largest and most publicized bankruptcy cases and out-of-court
restructurings, domestically and internationally.  They have
counseled foreign representatives of non-U.S. debtors in
proceedings to seek recognition of foreign insolvency proceedings,
and have represented buyers of distressed assets.  Mr. Lee and Ms.
Ostad join the firm from the New York office of Lovells, where Mr.
Lee headed that firm's U.S. insolvency and restructuring practice.

"Adding two partners of the caliber of Gary and Karen to our
Bankruptcy and Restructuring practice is another significant step
in our global presence," said Keith Wetmore, Chair of Morrison &
Foerster.

Larren Nashelsky, one of Morrison & Foerster's managing partners
and the Chair of the firm's Bankruptcy and Restructuring Group,
added, "Gary and Karen's extensive expertise, market knowledge,
and reputation in domestic and international insolvency matters
bring added depth to our global bankruptcy practice, and continue
the expansion of our significant strength in New York."

Mr. Lee, who will co-chair the Bankruptcy and Restructuring Group
with Mr. Nashelsky, has been involved in domestic and
international restructuring and insolvency matters in the U.S.,
arising particularly out of corporate and insurance company
insolvencies.  He represents financial institutions in domestic
and cross-border work-outs and insolvencies.  Mr. Lee also has
extensive experience in the implementation of foreign liquidations
and schemes of arrangement in the U.S., as well as issues arising
under Chapter 15 of the U.S. Bankruptcy Code.

Ms. Ostad represents significant stakeholders in large and complex
U.S. and multi-national insolvency proceedings and proceedings
under Chapter 15, and out-of-court restructurings of distressed
companies and distressed acquisitions.  She advises on both the
corporate and the litigation aspects of restructurings.

"The reputation of the firm's Bankruptcy and Restructuring Group
and the opportunity for us to further build the practice, both
nationally and internationally, with top-quality practitioners
were key factors in choosing Morrison & Foerster," stated Mr. Lee.
Ms. Ostad added, "We look forward to collaborating with and
drawing support from the incredibly strong and deep practices
throughout the firm."

Mr. Lee received his LL.B., with honors, from Manchester
University, England.  Ms. Ostad received her J.D. from New York
Law School and her B.A. from New York University.

The firm's Bankruptcy and Restructuring Group, with expertise in
complex bankruptcy, finance, and restructuring matters, represents
a diverse group of clients, including money-center banks,
investment banks, hedge funds and other financial institutions,
operating companies, holding companies, and governmental entities.
The group also represents creditor committees, bank groups,
debtors-in-possession, and Chapter 11 trustees.  The group handles
matters in which its clients are secured and unsecured creditors,
DIP lenders, purchasers and sellers of claims, and acquirers of
distressed companies or their assets in bankruptcy and insolvency
proceedings, restructurings, and out-of-court workouts throughout
the world.

                   About Morrison & Foerster

Morrison & Foerster LLP -- http://www.mofo.com/-- has more than
1,000 lawyers in 18 offices around the world.  The company offers
clients comprehensive, global legal services in business and
litigation, and is distinguished by its expertise in finance, life
sciences, and technology, its legendary litigation skills, and an
unrivaled reach across the Pacific Rim, particularly in Japan and
China.


* BOND PRICING: For the week of February 5 - February 9, 2007
-------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    64
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    71
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Autocam Corp.                        10.875%  06/15/14    28
Bank New England                      8.750%  04/01/99     4
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     7
Better Minerals                      13.000%  09/15/09    75
Burlington North                      3.200%  01/01/45    59
Budget Group Inc                      9.125%  04/01/06     0
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    69
Cell Genesys Inc                      3.125%  11/01/11    75
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     5
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    40
Dal-Dflt09/05                         9.000%  05/15/16    61
Dana Corp                             5.850%  01/15/15    73
Dana Corp                             6.500%  03/01/09    75
Dana Corp                             7.000%  03/15/28    73
Dana Corp                             7.000%  03/01/29    71
Dana Corp                             9.000%  08/15/11    73
Decode Genetics                       3.500%  04/15/11    73
Delco Remy Intl                       9.375%  04/15/12    39
Delco Remy Intl                      11.000%  05/01/09    38
Delta Air Lines                       2.875%  02/18/24    59
Delta Air Lines                       7.700%  12/15/05    61
Delta Air Lines                       7.900%  12/15/09    61
Delta Air Lines                       8.000%  06/03/23    62
Delta Air Lines                       8.300%  12/15/29    61
Delta Air Lines                       9.250%  12/27/07    67
Delta Air Lines                       9.250%  03/15/22    61
Delta Air Lines                       9.750%  05/15/21    61
Delta Air Lines                      10.000%  08/15/08    61
Delta Air Lines                      10.125%  05/15/10    61
Delta Air Lines                      10.375%  02/01/11    60
Delta Air Lines                      10.375%  12/15/22    61
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    71
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    34
Dura Operating                        9.000%  05/01/09     6
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    70
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Fedders North AM                      9.875%  03/01/14    71
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    73
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    73
Ford Motor Co                         7.700%  05/15/97    74
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     4
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    31
Home Prod Intl                        9.625%  05/15/08    31
Insight Health                        9.875%  11/01/11    30
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    30
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            9.780%  01/15/20     0
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    68
LTV Corp                              8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    67
MRS Fields                            9.000%  03/15/11    68
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    70
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     5
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     4
Outboard Marine                      10.750%  06/01/08     6
Pac-West-Tender                      13.500%  02/01/09    32
PCA LLC/PCA Fin                      11.875%  08/01/09     2
Pegasus Satellite                     9.525%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     8
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc                        1.750%  05/15/24    74
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    37
Primus Telecom                        8.000%  01/15/14    57
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    10
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    70
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      8.700%  10/07/08    43
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    54
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    35
United Air Lines                      9.560%  10/19/18    58
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    52
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    52
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     7
Werner Holdings                      10.000%  11/15/07    10
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    75
Winstar Comm Inc                     12.750%  04/15/10     0
Winstar Comm                         14.000%  10/15/05     0
Xerox Corp                            0.570%  04/21/18    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao,
Tara Marie A. Martin, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***